<PAGE>   1
                                  $25,000,000

                                CREDIT AGREEMENT

                         DATED AS OF FEBRUARY 28, 1995

                                     AMONG

                            CABLE TV FUND 11-B, LTD.

                                AS THE BORROWER

                                      AND

                         VARIOUS FINANCIAL INSTITUTIONS

                                AS THE LENDERS,

                                      AND

                        SHAWMUT BANK CONNECTICUT, N.A.,

                            AS AGENT FOR THE LENDERS


<PAGE>   2
                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT, dated as of February 28, 1995, is made among
CABLE TV FUND 11-B, LTD., a Colorado limited Partnership (the "Borrower"), the
various financial institutions as are or may become parties hereto
(collectively, the "LENDERS"), and SHAWMUT BANK CONNECTICUT, N.A. ("SHAWMUT"),
as agent for the Lenders (in such capacity, the "AGENT").

                              W I T N E S S E T H:

         WHEREAS, the Borrower is currently the obligor under that certain
$25,000,000 Loan Agreement, dated as of March 31, 1992 (as amended, restated or
otherwise modified prior hereto, the "EXISTING CREDIT AGREEMENT"), between the
Borrower and Shawmut.

         WHEREAS, the Borrower desires to obtain Loans from the Lenders to:

                          (i)     repay, in full, all of the loans outstanding
                 under the Existing Credit Agreement;

                          (ii)    finance certain working capital requirements
                 of the Borrower; and

                          (iii)   subject to Section 7.2.7 and the
                 Subordination Agreement, from time to time to repay advances
                 made by the General Partner to the Borrower; and

         WHEREAS, the Lenders are willing, on the terms and subject to the
conditions hereinafter set forth, to extend such Loans to the Borrower.

         NOW, THEREFORE, the parties hereto agree as follows:

                                   ARTICLE 1.
                        DEFINITIONS AND ACCOUNTING TERMS

                 SECTION 1.1. DEFINED TERMS. The following terms when used in
         this Agreement, including its preamble and recitals, shall, except
         where the context otherwise requires, have the following meanings
         (such meanings to be equally applicable to the singular and plural
         forms thereof):

                 "AFFILIATE" means, with respect to any Person, any other
         Person which, directly or indirectly, controls, is controlled by or is
         under common control with, such Person (excluding any trustee under,
         or any committee with responsibility for administering, any Plan). A
         Person shall be deemed to "control" another Person if such Person
         possesses, directly or indirectly, the power
<PAGE>   3
                        (a)      to vote 10% or more of the securities of such
              other Person (on a fully diluted basis) having ordinary voting
              power for the election of directors or managing general partners
              or

                        (b)      to direct or cause the direction of the
              management and policies of such other Person whether by contract
              or otherwise.

                 "AGENT" is defined in the preamble and includes each other
         Person as shall have subsequently been appointed as the successor
         Agent pursuant to Section 9.4.

                 "AGENT'S FEE LETTER" means that certain confidential fee
         letter, dated of even date herewith, from Shawmut to the Borrower
         relating to the payment of Agent fees in connection with this
         Agreement.

                 "AGREEMENT" means, on any date, this Credit Agreement as
         originally in effect on the Effective Date and as thereafter from time
         to time amended, restated or otherwise modified and in effect on such
         date.

                 "ALLOCATED OVERHEAD" means, for any period, the fees payable
         (without regard to the Borrower's right to defer or limit actual
         payment) to the General Partner to compensate the General Partner for
         that portion of its general overhead and administrative expenses,
         including all of its direct and indirect expenses, allocable to the
         operation of the Borrower's business, including, but not limited to,
         home office rent, supplies, telephone, travel and copying charges, and
         salaries of full and part-time employees.

                 "ALTERNATE BASE RATE" means, on any date and with respect to
         all Base Rate Loans, a fluctuating rate of interest per annum equal to
         the higher of

                        (a)      the rate of interest most recently established
              by the Agent at its Domestic Office as its base rate for Dollar
              loans and

                        (b)      the Federal Funds Rate most recently determined
              by the Agent plus 1/2 of 1%.

                 The Alternate Base Rate is not necessarily intended to be the
         lowest rate of interest determined by the Agent in connection with
         extensions of credit. Changes in the rate of interest on that portion
         of any Loans maintained as Base Rate Loans will take effect
         simultaneously with each change in the Alternate Base Rate. The Agent
         will give notice promptly to the Borrower and the Lenders of changes in
         the Alternate Base Rate.

                 "ANNUALIZED CASH FLOW" means, at any time, Cash Flow for the
         immediately preceding Fiscal Quarter times four.


                                      -2-
<PAGE>   4
                 "APPLICABLE MARGIN" means, at any time during which the
         Borrower's Leverage Ratio falls within the ranges set forth below, the
         amounts set forth below opposite such ranges for each type of Loans:

<TABLE>
<CAPTION>
                                                Applicable Margin LIBO
  Leverage Ratio              Base Rate Loans         Rate Loans
  --------------              ---------------         ----------
<S>                                <C>                  <C>
4.00:1 or greater                  0.50%                1.375%
3.00:1 or greater but less
than 4.00:1                        0.25%                1.125%
less than 3.00:1                   0.00%                1.00%
</TABLE>

                 "ASSIGNEE LENDERS" is defined in Section 10.11.1.

                 "AUTHORIZED OFFICER" means those officers of the General
         Partner whose signatures and incumbency shall have been certified to
         the Agent and the Lenders pursuant to Section 5.1.1.

                 "BASE RATE LOAN" means a Loan bearing interest at a
         fluctuating rate determined by reference to the Alternate Base Rate.

                 "BASIC PENETRATION RATE" means, at any time, a percentage
         derived from a fraction, the numerator of which is the number of Basic
         Subscribers at such time, and the denominator of which is the number
         of Homes Passed at such time.

                 "BASIC SUBSCRIBER RATE" means the minimum standard monthly
         fees and charges for "basic service" (as such term is commonly
         understood in the cable television industry) charged to customers of
         the Cable Systems.

                 "BASIC SUBSCRIBERS" means, at any time, the total number of
         subscribers subscribing to the Cable Systems (excluding "second
         connections" as such term is commonly understood in the cable
         television industry) who (i) pay the Basic Subscriber Rate for
         service, and (ii) are not more than 60 days past due in payment. In
         the case of commercial buildings, such as hotels or motels, or in the
         case of multiple residential dwellings, such as apartment houses and
         multifamily homes, which do not obtain reduced bulk service rates,
         each separate guest unit or dwelling unit receiving such services
         shall be counted as one subscriber. The number of subscribers in a
         commercial building or in a multiple residential dwelling which
         obtains a reduced bulk service rate shall be obtained by dividing (x)
         the aggregate dollar amount of monthly subscribers' fees paid on
         account of such commercial building or multiple residential dwelling
         for basic service by (y) the Basic Subscriber Rate. Except for
         (Discounts to senior citizens less than 20% of the otherwise


                                      -3-
<PAGE>   5
         applicable rate, residential households (other than in a multiple
         residential dwelling) paying the Basic Subscriber Rate on a discounted
         basis or under any form of deferred payment arrangement shall not be
         included.

                 "BORROWER" is defined in the Preamble.

                 "BORROWING" means the Loans of the same type and, in the case
         of LIBO Rate Loans, having the same Interest Period, made by all
         Lenders on the same Business Day and pursuant to the same Borrowing
         Request in accordance with Section 2.3.

                 "BORROWING REQUEST" means a loan request and certificate duly
         executed by an Authorized Officer, substantially in the form of
         Exhibit B hereto.

                 "BUSINESS DAY" means

                          (a)     any day which is not a Saturday, a Sunday or
                 a day on which banks are authorized or required by law to be
                 closed in New York City, New York or Hartford, Connecticut;
                 and

                          (b)     relative to the making, continuing, prepaying
                 or repaying of any LIBO Rate Loans, any day on which dealings
                 in Dollars are carried on in the London interbank market.

                 "CABLE FRANCHISES" is defined in Section 6.15.

                 "CABLE SCHEDULE" means the Cable Schedule attached hereto as
         Schedule II, as it may be amended, supplemented or otherwise modified
         from time to time by the Borrower with the written consent of the
         Agent.

                 "CABLE SYSTEM" means the assets constituting a CATV or SMATV
         system (including, without limitation, all related licenses,
         franchises and permits issued under federal, state or local laws from
         time to time, and all agreements with public utilities and microwave
         transmission companies, pole attachment, use, access or rental
         agreements, conduit occupancy rights, utility easements and all other
         property owned or used in connection with the services provided
         pursuant to, and all other interests of the holder thereof to receive
         revenues from, or pursuant to, said licenses, franchises and permits)
         listed on the Cable Schedule and all assets constituting such a system
         hereafter acquired by the Borrower serving subscribers within a
         geographical area covered by one or more Franchises from the same Head
         End facility or by two or more related Head End facilities.

                 "CAPITAL EXPENDITURES" means, for any period, the sum of





                                      -4-
<PAGE>   6
                          (a)     the aggregate amount of all expenditures of
                 the Borrower and its Subsidiaries for fixed or capital assets
                 made during such period which, in accordance with GAAP, would
                 be classified as capital expenditures; and

                          (b)     the aggregate amount of all Capitalized Lease
                 Liabilities incurred during such period.

                 "CAPITALIZED LEASE LIABILITIES" means all monetary obligations
         of the Borrower or any of its Subsidiaries under any leasing or
         similar arrangement which, in accordance with GAAP, would be
         classified as capitalized leases, and, for purposes of this Agreement
         and each other Loan Document, the amount of such obligations shall be
         the capitalized amount thereof, determined in accordance with GAAP,
         and the stated maturity thereof shall be the date of the last payment
         of rent or any other amount due under such lease prior to the first
         date upon which such lease may be terminated by the lessee without
         payment of a penalty.

                 "CASH EQUIVALENT INVESTMENT" means, at any time:

                          (a)     any evidence of Indebtedness, maturing not
                 more than one year after such time, issued or guaranteed by
                 the United States Government;

                          (b)     commercial paper, maturing not more than nine
                 months from the date of issue, which is issued by:

                                  (i)      a corporation (other than an
                          Affiliate of the Borrower) organized under the laws
                          of any state of the United States or of the District
                          of Columbia and whose long-term debt is rated at
                          least A-1 by Standard & Poor's Corporation or P-1 by
                          Moody's Investors Service, Inc.; or

                                  (ii)     any Lender (or its holding company);

                          (c)     any certificate of deposit or bankers
                 acceptance maturing not more than one year after such time,
                 which is issued by either:

                                  (i)      a commercial banking institution
                          that is a member of the Federal Reserve System and
                          has combined capital, surplus and undivided profits
                          of not less than $1,000,000,000; or

                                  (ii)     any Lender; or





                                      -5-
<PAGE>   7
                          (d)     any repurchase agreement entered into with
                 any Lender (or any other commercial banking institution of the
                 stature referred to in clause (c) (i)) which:

                                  (i)      is secured by a fully perfected
                          security interest in any obligation of the type
                          described in any of clauses (a) through (c); and

                                  (ii)     has a market value at the time such
                          repurchase agreement is entered into of not less than
                          100% of the repurchase obligation of such Lender (or
                          other commercial banking institution) thereunder.

                 "CASH FLOW" means, for any period, total consolidated
         operating revenues of the Borrower for such period, less the sum of
         (i) consolidated operating expenses of the Borrower for such period
         and (ii) general and administrative expenses of the Borrower for such
         period (excluding Management Fees and Allocated Overhead for such
         period, if any, included in clauses (i) and (ii)).

                 "CATV" means community antenna television.

                 "CERCLA" means the Comprehensive Environmental Response,
         Compensation and Liability Act of 1980, as amended.

                 "CHANGE IN CONTROL" means the occurrence of either or both of
         the following:

                          (a)     the failure of Jones Intercable to own, free
                 and clear of all Liens or other encumbrances, 100% of the
                 outstanding general partnership interests in the Borrower
                 other than the Liens described in Section 6.l(e) or similar
                 Liens which would be incurred in any refinancing of Jones
                 Intercable's debt; or

                          (b)     the failure of Jones Intercable to be the
                 sole general partner of the Borrower; provided, however, that
                 if Jones Intercable ceases to be the sole general partner of
                 the Borrower but within ninety (90) days thereafter a
                 replacement general partner acceptable to the Required Lenders
                 in their sole discretion shall have been appointed, then no
                 Change in Control shall be deemed to have occurred.

                 "CLOSING DATE CERTIFICATE" means a certificate of the General
         Partner, substantially in the form of Exhibit L hereto.

                 "CODE" means the Internal Revenue Code of 1986, as amended,
         reformed or otherwise modified from time to time.





                                      -6-
<PAGE>   8
                 "COMMITMENT" means, relative to any Lender, such Lender's
         obligation to make Revolving Loans pursuant to Section 2.1.1.

                 "COMMITMENT AMOUNT" means an amount equal to $25,000,000, as
         such amount may be reduced from time to time, pursuant to Section 2.2.

                 "COMMITMENT TERMINATION DATE" means the earliest of:

                          (a)     the Conversion Date;

                          (b)     the date on which the Commitment Amount is
                 terminated in full or reduced to zero pursuant to Section 2.2;
                 and

                          (c)     the date on which any Commitment Termination
                 Event occurs.

                 Upon the occurrence of any event described in clause (b) or
         (c), the Commitments shall terminate automatically and without any
         further action.

                 "COMMITMENT TERMINATION EVENT" means:

                          (a)     the occurrence of any Default described in
                 clauses (a) through (d) of Section 8.1.8 with respect to the
                 Borrower or any Subsidiary of the Borrower; or

                          (b)     the occurrence and continuance of any other
                 Event of Default and either:

                                  (i)      the declaration of the Loans to be
                          due and payable pursuant to Section 8.3; or

                                  (ii)     in the absence of such declaration,
                          the giving of notice by the Agent, acting at the
                          direction of the Required Lenders, to the Borrower
                          that the Commitments have been terminated.

                 "COMMUNICATIONS ACT" means the Communications Act of 1934 and
         the rules and regulations issued thereunder, as amended, reformed or
         otherwise modified from time to time.

                 "COMPLIANCE CERTIFICATE" means a certificate duly executed by
         an Authorized Officer, substantially in the form of Exhibit K hereto.

                 "CONTINGENT LIABILITY" means any agreement, undertaking or
         arrangement by which any Person guarantees, endorses or otherwise
         becomes or is contingently liable upon (by direct or indirect
         agreement, contingent or otherwise, to provide funds for payment, to
         supply funds to,





                                      -7-
<PAGE>   9
         or otherwise to invest in, a debtor, or otherwise to assure a creditor
         against loss) any indebtedness, obligation or other liability of any
         other Person (other than by endorsements of instruments in the course
         of collection), or guarantees the payment of dividends or other
         distributions upon the securities or other equity interests of any
         other Person. The amount of any Person's obligation under any
         Contingent Liability shall (subject to any limitation set forth
         therein) be deemed to be the outstanding principal amount (or maximum
         principal amount, if larger) of the debt, obligation or other
         liability guaranteed thereby.

                 "CONTINUATION\CONVERSION NOTICE" means a notice and
         certificate duly executed by an Authorized Officer, substantially in
         the form of Exhibit C hereto.

                 "CONTROLLED GROUP" means all members of a controlled group of
         corporations and all members of a controlled group of trades or
         businesses (whether or not incorporated) under common control which,
         together with the Borrower, are treated as a single employer under
         Section 414(b) or 414(c) of the Code or Section 4001 of ERISA.

                 "CONVERSION DATE" means January 1, 1997.

                 "CONVERSION DATE AMOUNT" is defined in Section 3.1.

                 "DEBT SERVICE" means, for any period, the amount of principal
         and Interest Expense, together with fees associated therewith of the
         Borrower and its Subsidiaries in respect of Indebtedness paid or
         scheduled to be paid during such period. For purposes of this
         definition "principal" shall include the principal component of
         payments for such period in respect of Capitalized Lease Liabilities.

                 "DEFAULT" means any Event of Default or any condition,
         occurrence or event which, after notice or lapse of time or both,
         would constitute an Event of Default.

                 "DISCLOSURE SCHEDULE" means the Disclosure Schedule attached
         hereto as Schedule I, as it may be amended, supplemented or otherwise
         modified from time to time by the Borrower with the written consent of
         the Agent.

                 "DOLLAR" and the sign "$" mean lawful money of the United
         States.

                 "DOMESTIC OFFICE" means, relative to any Lender, the office of
         such Lender designated as such below its signature hereto or, if
         applicable, designated in such Lender's Lender Assignment Agreement,
         or such other office of a Lender (or any successor or assign of such
         Lender) within the United States as may be designated from time to
         time by notice from such





                                      -8-
<PAGE>   10
         Lender, as the case may be, to the Borrower and the Agent. A Lender
         may have separate Domestic Offices for purposes of making, maintaining
         or continuing, as the case may be, Base Rate Loans.

                 "EFFECTIVE DATE" means the date this Agreement becomes
         effective pursuant to Section 10.8.

                 "ENVIRONMENTAL LAWS" is defined in Section 6.12.

                 "ERISA" means the Employee Retirement Income Security Act of
         1974, and the rules and regulations issued thereunder, as amended,
         reformed or otherwise modified from time to time. References to
         sections of ERISA also refer to any successor sections.

                 "EVENT OF DEFAULT" is defined in Section 8.l.

                 "EXCESS CASH FLOW" means, for any period, an amount (if
         positive) equal to (a) Cash Flow for such period less (b) cash
         payments for all taxes paid by the Borrower during such period, less
         (c) Capital Expenditures made during such period, less (d) scheduled
         payments of principal of Indebtedness during such period, less (e) all
         Interest Expense paid during such period, less (f) any General Partner
         Advances repaid by the Borrower in cash during such period and which
         are permitted under the terms of this Agreement and the other Loan
         Documents..

                 "EXISTING CREDIT AGREEMENT" is defined in the first recital.

                 "FCC" means the Federal Communications Commission or any
         successor agency thereto performing functions similar to those
         performed by the Federal Communications Commission on the date hereof.

                 "FCC LICENSE" means any license or permit issued by the FCC,
         including, without limitation, licenses issued in connection with the
         operation of CATV or SMATV systems, community antenna relay systems,
         microwave systems, earth stations and business and other two-way
         radios.

                 "FEDERAL FUNDS RATE" means, for any period, a fluctuating
         interest rate per annum equal for each day during such period to:

                          (a)     the weighted average of the rates on
                 overnight federal funds transactions with members of the
                 Federal Reserve System arranged by federal funds brokers, as
                 published for such day (or, if such day is not a Business Day,
                 for the immediately preceding Business Day) by the Federal
                 Reserve Bank of New York; or





                                      -9-
<PAGE>   11
                          (b)     if such rate is not so published for any day
                 which is a Business Day, the average of the quotations for
                 such day on such transactions received by the Agent from three
                 federal funds brokers of recognized standing selected by it.

                 "FEE LETTER" means that certain fee letter, dated of even date
         herewith from Shawmut to the Borrower relating to the payment of
         facility fees in connection with this Agreement.

                 "FISCAL QUARTER" means any quarter of a Fiscal Year.

                 "FISCAL YEAR" means any period of twelve consecutive calendar
         months ending on December 31; references to a Fiscal Year with a
         number corresponding to any calendar year (e.g., the "1994 Fiscal
         Year") refer to the Fiscal Year ending on the December 31 occurring
         during such calendar year.

                 "FIXED CHARGE COVERAGE RATIO" means, at any time of
         determination, the ratio, computed on a consolidated basis of:

                          (a)     the sum of:

                                  (i)      cash on the consolidated balance
                          sheet of the Borrower at the beginning of the
                          immediately preceding Fiscal Quarter; plus

                                  (ii)     Annualized Cash Flow; to

                          (b)     the sum for the twelve calendar month period
                 ending on the last day of the immediately preceding Fiscal
                 Quarter of:

                                  (i)      Interest Expense; plus

                                  (ii)     all scheduled payments of principal
                          of Indebtedness of the Borrower and its Subsidiaries
                          whether or not paid; plus

                                  (iii)    Capital Expenditures; plus

                                  (iv)     all state, local and federal income
                          taxes paid or payable in cash.

                 "FRANCHISE" means any franchise, permit, license or other
         authorization granted by any Official Body, including all laws,
         regulations and ordinances relating thereto, for the construction,
         operation and maintenance of a CATV or SMATV system and the reception
         and transmission of signals by microwave, and shall include, without





                                      -10-
<PAGE>   12
         limitation, all FCC Licenses and all certificates of compliance and
         cable television registration statements which are required to be
         issued by or filed with the FCC.

                 "FRANCHISE AGREEMENT" means any ordinance, agreement, contract
         or other document stating the terms and conditions of any Franchise,
         including, without limitation, all exhibits and schedules thereto, all
         amendments thereof and consents, waivers and extensions issued
         thereunder, any documents incorporated therein by reference and the
         application from which such Franchise was granted.

                 "F.R.S. BOARD" means the Board of Governors of the Federal
         Reserve System or any successor thereto.

                 "GAAP" is defined in Section 1.4.

                 "GENERAL PARTNER" means Jones Intercable until such time as
         Jones Intercable is replaced in accordance with the terms of this
         Agreement by another Person as the general partner of the Borrower, at
         which time, "General Partner" shall mean such other Person. Whenever
         the term "General Partner" is used herein, such term shall mean any
         such Person in its capacity as the general partner of the Borrower.

                 "GENERAL PARTNER ADVANCES" means (i) all amounts representing
         deferred Management Fees and deferred Allocated Overhead, (ii) all
         amounts representing the Borrower's obligation to repay cash advances
         or loans made to the Borrower or any of its Subsidiaries by the
         General Partner or any previous general partner of the Borrower
         actually used and accounted for by the Borrower for the purpose of
         paying the Borrower's Indebtedness, Capital Expenditures or other
         obligations, (iii) reimbursements to the General Partner for
         documented expenses incurred by the General Partner for the account of
         the Borrower on a month-to-month basis in the ordinary course of
         Borrower's business and consistent with past practices (and not for
         borrowed money), and (iv) any interest accrued on any of the foregoing
         amounts.

                 "HAZARDOUS MATERIALS" is defined in Section 6.12(b).

                 "HEAD END" means the antenna site, the tower and the antenna,
         the microwave communications equipment, the earth station and the head
         end facilities, equipment, leaseholds or other real estate and
         leasehold improvements relating thereto.

                 "HEDGING OBLIGATIONS" means, with respect to any Person, all
         liabilities of such Person under interest rate swap, interest rate
         cap, and interest rate collar agreements, and all other agreements or
         arrangements





                                      -11-
<PAGE>   13
         designed to protect such Person against fluctuations in interest rates
         or currency exchange rates.

                 "HEREIN", "HEREOF', "HERETO", "HEREUNDER" and similar terms
         contained in this Agreement or any other Loan Document refer to this
         Agreement or such other Loan Document, as the case may be, as a whole
         and not to any particular Section, paragraph or provision of this
         Agreement or such other Loan Document.

                 "HOMES PASSED" means the actual number of residential
         dwellings which can be connected to a Cable System by a single drop
         line from existing trunk and distribution lines, which lines are
         energized and capable of carrying cable television signals to
         subscribers and are connected to an existing Head End facility. In the
         case of commercial buildings, such as hotels or motels, or in the case
         of multiple residential dwellings, such as apartment houses and
         multifamily homes, which do not and are not reasonably anticipated to
         obtain a reduced bulk service rate, each separate guest unit or
         dwelling unit shall be counted as one residential dwelling. The number
         of dwelling units in a commercial building or in a multiple
         residential building which does or is reasonably anticipated to obtain
         a reduced bulk service rate shall be obtained by dividing (a) the
         aggregate dollar amount of monthly subscriber fees obtained or
         reasonably anticipated to be obtained on account of such commercial
         building or multiple residential building for basic service by (b) the
         applicable Basic Subscriber Rate. Except for discounts to senior
         citizens less than 20% of the otherwise applicable rate, residential
         households (other than a multiple residential dwelling) paying for or
         reasonably expected to be paying for services on a discounted basis or
         under any form of deferred payment arrangement shall not be included.

                 "IMPERMISSIBLE QUALIFICATION" means, relative to the opinion
         or certification of any independent public accountant as to any
         financial statement of the Borrower, any qualification or exception to
         such opinion or certification:

                          (a)     which is of a "going concern" or similar
                 nature;

                          (b)     which relates to the limited scope of
                 examination of matters relevant to such financial statement;
                 or

                          (c)     which relates to the treatment or
                 classification of any item in such financial statement and
                 which, as a condition to its removal, would require an
                 adjustment to such item the effect of which would be to cause
                 the Borrower to be in default of any of its obligations under
                 Section 7.2.4.





                                      -12-
<PAGE>   14
                 "INCLUDING" means including without limiting the generality of
         any description preceding such term, and, for purposes of this
         Agreement and each other Loan Document, the parties hereto agree that
         the rule of ejusdem generis shall not be applicable to limit a general
         statement, which is followed by or referable to an enumeration of
         specific matters, to matters similar to the matters specifically
         mentioned.

                 "INDEBTEDNESS" of any Person means, without duplication:

                          (a)     all obligations of such Person for borrowed
                 money and all obligations of such Person evidenced by bonds,
                 debentures, notes or other similar instruments;

                          (b)     all obligations, contingent or otherwise,
                 relative to the face amount of all letters of credit, whether
                 or not drawn, and banker's acceptances issued for the account
                 of such Person;

                          (c)     all obligations of such Person as lessee
                 under leases which have been or should be, in accordance with
                 GAAP, recorded as Capitalized Lease Liabilities;

                          (d)     all Contingent Liabilities of such Person;

                          (e)     net liabilities of such Person under all
                 Hedging Obligations;

                          (f)     whether or not so included as liabilities in
                 accordance with GAAP, all obligations of such Person to pay
                 the deferred purchase price of property or services, and
                 indebtedness (excluding prepaid interest thereon) secured by a
                 Lien on property owned or being purchased by such Person
                 (including indebtedness arising under conditional sales or
                 other title retention agreements), whether or not such
                 indebtedness shall have been assumed by such Person or is
                 limited in recourse; and

                          (g)     all other items which, in accordance with
                 GAAP, would be included as liabilities on the liability side
                 of the balance sheet of such Person (including any footnotes
                 thereto) as of the date at which Indebtedness is to be
                 determined.

                 "INDEMNIFIED LIABILITIES" is defined in Section 10.4.

                 "INDEMNIFIED PARTIES" is defined in Section 10.4.

                 "INTEREST COVERAGE RATIO" means, at any time of determination,
         the ratio, computed on a consolidated basis, of:





                                      -13-
<PAGE>   15
                          (a)     Cash Flow for the immediately preceding
                 Fiscal Quarter; to

                          (b)     Interest Expense for such Fiscal Quarter.

                 "INTEREST EXPENSE" means, for any period, the interest expense
         of the Borrower for such period, including, (whether or not includable
         under GAAP) all net amounts payable with respect to Hedging
         Obligations, commitment fees owed with respect to the Commitments and
         the portion of any Capitalized Lease Liabilities of the Borrower
         allocable to interest expense, in each case paid or payable during
         such period, but excluding interest due on General Partner Advances.

                 "INTEREST PERIOD" means, relative to any LIBO Rate Loan, the
         period beginning on (and including) the date on which such LIBO Rate
         Loan is made or continued as, or converted into, a LIBO Rate Loan
         pursuant to Section 2.3 or 2.4 and ending on (but excluding) the day
         which numerically corresponds to such date one, two, three, six or, if
         the Agent determines that a twelve month rate is available, twelve
         months thereafter (or, if such month has no numerically corresponding
         day, on the last Business Day of such month), in each case as the
         Borrower may select in its relevant notice pursuant to Section 2.3 or
         2.4; provided, however, that:

                          (a)     the Borrower shall not be permitted to select
                 Interest Periods to be in effect at any one time which have
                 expiration dates occurring on more than six different dates;

                          (b)     Interest Periods commencing on the same date
                 for Loans comprising part of the same Borrowing shall be of
                 the same duration;

                          (c)     if any Interest Period would otherwise end on
                 a day which is not a Business Day, such Interest Period shall
                 end on the next following Business Day unless such next
                 following Business Day is the first Business Day of a calendar
                 month, in which case such Interest Period shall end on the
                 Business Day immediately preceding such numerically
                 corresponding day; and

                          (d)     no Interest Period may end later than the 
                 Stated Maturity Date.

                 "INVESTMENT" means relative to any Person:

                          (a)     any loan or advance made by such Person to
                 any other Person (excluding (i) commission, travel and similar
                 advances to officers and employees made in the ordinary course
                 of business and





                                      -14-
<PAGE>   16
                 (ii) trade credit made available to or loans or advances made
                 to subcontractors or suppliers on customary terms and in the
                 ordinary course of the Borrower's business);

                          (b)     any Contingent Liability of such Person; and

                          (c)     any ownership or similar interest held by
                 such Person in any other Person.

                 The amount of any Investment shall be the original principal
or capital amount thereof less all returns of principal or equity thereon (and
without adjustment by reason of the financial condition of such other Person)
and shall, if made by the transfer or exchange of property other than cash, be
deemed to have been made in an original principal or capital amount equal to
the fair market value of such property.

                 "JONES INTERCABLE" means Jones Intercable, Inc., a Colorado
         corporation.

                 "LENDER ASSIGNMENT AGREEMENT" means a Lender Assignment
         Agreement substantially in the form of Exhibit D hereto.

                 "LENDERS" is defined in the preamble.

                 "LEVERAGE RATIO" means, at any time of determination, the
         ratio, computed on a consolidated basis, of:

                          (a)     Total Debt at such time; to

                          (b)     Annualized Cash Flow.

                 "LIBO RATE" is defined in Section 3.3.l.

                 "LIBO RATE LOAN" means a Loan bearing interest at all times
         during an Interest Period applicable to such Loan, at a rate of
         interest determined by reference to the LIBO Rate (Reserve Adjusted).

                 "LIBO RATE (RESERVE ADJUSTED)" is defined in Section 3.3.l.

                 "LIBOR OFFICE" means, relative to any Lender, the office of
         such Lender designated as such below its signature hereto or, if
         applicable, designated in such Lender's Lender Assignment Agreement or
         such other office of a Lender (or any successor or assign of such
         Lender) as designated from time to time by notice from such Lender to
         the Borrower and the Agent, whether or not outside the United States,
         which shall be making or maintaining LIBO Rate Loans of such Lender
         hereunder.

                 "LIBOR RESERVE PERCENTAGE" is defined in Section 3.3.l.





                                      -15-
<PAGE>   17
                 "LIEN" means any security interest, mortgage, pledge,
         hypothecation, assignment, deposit arrangement, encumbrance, lien
         (statutory or otherwise), charge against or interest in property to
         secure payment of a debt or performance of an obligation or other
         priority or preferential arrangement of any kind or nature whatsoever.

                 "LOAN" means, as the context may require, either a Revolving
         Loan or a Term Loan of any type.

                 "LOAN DOCUMENT" means this Agreement, the Notes, the Security
         Agreement, the Subordination Agreement, the Fee Letter, each agreement
         evidencing Hedging Obligations of the Borrower, and each other
         agreement, document or instrument delivered in connection herewith or
         therewith.

                 "MANAGEMENT FEES" means, for any period, the management fees
         payable by the Borrower to the General Partner during such period for
         management services provided to the Borrower pursuant to the
         Partnership Agreement.

                 "MATERIAL ACQUISITION" means a purchase by the Borrower of all
         or substantially all of the assets constituting a CATV and SMATV
         system or all or substantially all of the assets of another Person, or
         the acquisition by the Borrower of another Person through merger, if,
         in any case, the total consideration to be paid by the Borrower in
         respect thereof (x) exceeds $500,000, or (y) when added together with
         the total consideration paid by the Borrower in respect of all other
         similar transactions during the term of this Agreement, exceeds
         $2,000,000 in the aggregate.

                 "MATERIAL AGREEMENT" is defined in Section 8.1.12.

                 "NON-EXCLUDED TAXES" is defined in Section 4.6.

                 "NOTE" means a promissory note of the Borrower payable to the
         order of any Lender, in the form of Exhibit A hereto (as such
         promissory note may be amended, endorsed or otherwise modified from
         time to time), evidencing (i) prior to the Conversion Date, the
         aggregate Indebtedness of the Borrower to such Lender resulting from
         outstanding Revolving Loans, and (ii) on and after the Conversion
         Date, the principal amount of such Lender's Term Loan, and also means
         all other promissory notes accepted from time to time in substitution
         therefor or renewal thereof.

                 "OBLIGATIONS" means all obligations (monetary or otherwise) of
         the Borrower arising under or in connection with this Agreement, the
         Notes and each other Loan Document.





                                      -16-
<PAGE>   18
                 "OFFICIAL BODY" means any Federal, state or local government
         or political subdivision or any agency, authority, bureau, central
         bank commission, department or instrumentality of either, or any
         court, tribunal, grand jury or arbitrator, in each case whether
         foreign or domestic.

                 "ORGANIC DOCUMENT" means, relative to any Person, as
         applicable, its certificate of incorporation and its by-laws or its
         certificate of partnership and partnership agreement, and all
         shareholder agreements, voting trusts and similar arrangements
         applicable to any of its authorized shares of capital stock or
         partnership interests, as the case may be.

                 "PARTICIPANT" is defined in Section 10.11.2.

                 "PARTNERSHIP AGREEMENT" means the Limited Partnership
         Agreement of the Borrower, dated as of June 17, 1983 (as the same may
         be amended, restated or otherwise modified from time to time).

                 "PAY TO BASIC RATIO" means, at any time, a percentage derived
         from a fraction, the numerator of which is the number of Pay Units at
         such time, and the denominator of which is the number of Basic
         Subscribers at such time.

                 "PAY UNIT" means a cable programming service subscribed to by
         any subscriber of a Cable System at an additional charge in excess of
         the amount paid by any such subscriber for basic or expanded basic
         service, which subscription is not more than 60 days past due. The
         number of Pay Units in the case of subscribers receiving a reduced
         bulk pay programming service rate shall be determined by dividing (x)
         the aggregate dollar amount of monthly subscribers' fees paid on
         account of such services by (y) the standard rate for the pay
         programming services received.

                 "PENSION PLAN" means a "PENSION PLAN", as such term is defined
         in Section 3(2) of ERISA, which is subject to Title IV of ERISA (other
         than a multi-employer plan as defined in Section 4001(a)(3) of
         ERISA), and to which the Borrower or any corporation, trade or
         business that is, along with the Borrower, a member of a Controlled
         Group, may have liability, including any liability by reason of having
         been a substantial employer within the meaning of Section 4063 of
         ERISA at any time during the preceding five years, or by reason of
         being deemed to be a contributing sponsor under Section 4069 of ERISA.

                 "PERCENTAGE" means, relative to any Lender, the percentage set
         forth opposite its signature hereto or, if applicable, set forth in
         such Lender's Lender Assignment Agreement, as such percentage may be





                                      -17-
<PAGE>   19
         adjusted from time to time pursuant to Lender Assignment Agreement(s)
         executed by such Lender and its Assignee Lender(s) and delivered
         pursuant to Section 10.11.1.

                 "PERSON" means any natural person, corporation, partnership,
         firm, association, trust, government, governmental agency or any other
         entity, whether acting in an individual, fiduciary or other capacity.

                 "PLAN" means any Pension Plan or Welfare Plan.

                 "POLE AGREEMENT" means any conduit occupancy rights, pole
         agreement, pole rental, pole use, access or similar agreement with any
         telephone company, public authority, public utility or other entity
         pursuant to which the coaxial, fiber optic or other type of sale and
         local distribution units of a cable television system are extended.

                 "PRO FORMA DEBT SERVICE" means, as of any date of
         determination, Debt Service for the next succeeding complete four
         Fiscal-Quarter period following such date, after giving effect to any
         then existing Hedging Obligations. For purposes of this definition,
         where interest payments of Indebtedness for such four quarter period
         are not fixed (pursuant to the terms of such Indebtedness or by way of
         Hedging Obligations), interest shall be calculated on such
         Indebtedness for the portion of such period for which interest
         payments are not so fixed at the rate of interest on a LIBO Rate Loan
         having an Interest Period of three (3) months, plus the Applicable
         Margin, in effect on the date of determination.

                 "PRO FORMA DEBT SERVICE RATIO" means, at any date of
         determination, the ratio, computed on a consolidated basis of:

                          (a)     Annualized Cash Flow; to

                          (b)     Pro Forma Debt Service.

                 "QUARTERLY PAYMENT DATE" means the last day of each March,
         June, September, and December or, if any such day is not a Business
         Day, the next succeeding Business Day.

                 "RELEASE" means a "RELEASE", as such term is defined in
         CERCLA.

                 "REQUIRED LENDERS" means, at any time, Lenders holding at
         least 66 and 2/3% of the then aggregate outstanding principal amount
         of the Notes then held by the Lenders, or, if no such principal amount
         is then outstanding, Lenders having at least 66 and 2/3% of the
         Commitments.

                 "RESOURCE CONSERVATION AND RECOVERY ACT" means the Resource
         Conservation and Recovery Act, 42 U.S.C.  Section 6901, et seq., and
         the





                                      -18-
<PAGE>   20
         rules and regulations issued thereunder, as amended, reformed or
         otherwise modified from time to time.

                 "REVOLVING LOAN" is defined in Section 2.1.1.

                 "SECURITY AGREEMENT" means the Security Agreement executed and
         delivered pursuant to Section 5.1.4, substantially in the form of
         Exhibit E hereto (as the same may be amended, restated or otherwise
         modified from time to time).

                 "SHAWMUT" is defined in the Preamble.

                 "SMATV" means satellite master antenna television.

                 "STATED MATURITY DATE" means December 31, 2002.

                 "SUBORDINATION AGREEMENT" means the Subordination Agreement
         executed and delivered pursuant to Section 5.1.5, substantially in the
         form of Exhibit F hereto (as the same may be amended, restated or
         otherwise modified from time to time.

                 "SUBSIDIARY" means any corporation, association, trust, or
         other business entity of which the designated parent shall at any time
         own directly or indirectly through a Subsidiary or Subsidiaries at
         least a majority (by number of votes) of the outstanding Voting Stock.

                 "TAXES" is defined in Section 4.6.

                 "TAX TRANSFEREE" is defined in Section 4.6.

                 "TERM LOAN" is defined in Section 3.l.

                 "TOTAL DEBT" means all Indebtedness of the Borrower other than
         Indebtedness of the type described in clauses (e) and (h) of Section
         7.2.2.

                 "TYPE" means, relative to any Loan, the portion thereof, if
         any, being maintained as a Base Rate Loan or a LIBO Rate Loan.

                 "UNITED STATES" or "U.S." means the United States of America,
         its fifty states and the District of Columbia.

                 "VOTING STOCK" means stock or similar interests, of any class
         or classes (however designated), the holders of which are at the time
         entitled, as such holders, to vote for the election of a majority of
         the directors (or persons performing similar functions) of the
         corporation, association, trust or other business entity involved,
         whether or not the right so to vote exists by reason of the happening
         of a contingency.





                                      -19-
<PAGE>   21
                 "WELFARE PLAN" means a "WELFARE PLAN", as such term is defined
         in Section 3(l) of ERISA.

                 SECTION 1.2. USE OF DEFINED TERMS. Unless otherwise defined or
         the context otherwise requires, terms for which meanings are provided
         in this Agreement shall have such meanings when used in the Disclosure
         Schedule and in each Note, Borrowing Request, Continuation/Conversion
         Notice, Loan Document, notice and other communication delivered from
         time to time in connection with this Agreement or any other Loan
         Document.

                 SECTION 1.3. CROSS-REFERENCES. Unless otherwise specified,
         references in this Agreement and in each other Loan Document to any
         Article or Section are references to such Article or Section of this
         Agreement or such other Loan Document, as the case may be, and, unless
         otherwise specified, references in any Article, Section or definition
         to any clause are references to such clause of such Article, Section
         or definition.

                 SECTION 1.4. ACCOUNTING AND FINANCIAL DETERMINATIONS. Unless
         otherwise specified, all accounting terms used herein or in any other
         Loan Document shall be interpreted, all accounting determinations and
         computations hereunder or thereunder (including under Section 7.2.4)
         shall be made, and all financial statements required to be delivered
         hereunder or thereunder shall be prepared in accordance with, those
         generally accepted accounting principles in the United States ("GAAP")
         applied in the preparation of the financial statements referred to in
         Section 6.5.

                                   ARTICLE 2.
                  COMMITMENTS, BORROWING PROCEDURES AND NOTES

                 SECTION 2.1. COMMITMENTS. On the terms and subject to the
         conditions of this Agreement, each Lender severally agrees to make
         Loans pursuant to the Commitment described in this Section 2.l.

                          SECTION 2.1.1. REVOLVING LOAN COMMITMENT. From time
                 to time on any Business Day occurring prior to the Commitment
                 Termination Date, each Lender will make loans (relative to
                 such Lender, its "REVOLVING LOANS") to the Borrower equal to
                 such Lender's Percentage of the aggregate amount of the
                 Borrowing of Revolving Loans requested by the Borrower to be
                 made on such day. The Commitment of each Lender described in
                 this Section 2.1.1 is herein referred to as its "COMMITMENT."
                 On the terms and subject to the conditions hereof, the
                 Borrower may, from time to time, prior to the Commitment
                 Termination Date borrow, repay and reborrow the Revolving
                 Loans.





                                      -20-
<PAGE>   22
                          SECTION 2.1.2. LENDERS NOT PERMITTED OR REQUIRED TO
                 MAKE REVOLVING LOANS. No Lender shall be permitted or required
                 to make any Revolving Loan if, after giving effect thereto,
                 the aggregate outstanding principal amount of all Revolving
                 Loans:

                                        (i)     of all the Lenders would exceed
                                  the Commitment Amount; or

                                        (ii)    of such Lender would exceed
                                  such Lender's Percentage of the Commitment
                                  Amount.

                 SECTION 2.2. REDUCTION OF COMMITMENT AMOUNT. The Borrower may,
         from time to time, on any Business Day occurring after the Effective
         Date, voluntarily reduce the Commitment Amount; provided, however,
         that all such reductions shall require at least three Business Days'
         prior notice to the Agent and shall be permanent, and any partial
         reduction of the Commitment Amount shall be in a minimum amount of
         $500,000 and in an integral multiple of $100,000. If after giving
         effect to any such reduction of the Commitment Amount, the sum of the
         Loans then outstanding are in excess of the reduced Commitment Amount,
         the Borrower shall immediately prepay to the Agent, in accordance with
         Section 3.1, the amount necessary for the sum of the Loans then
         outstanding to be equal to or less than the reduced Commitment Amount.

                 SECTION 2.3. BORROWING PROCEDURE. By delivering a Borrowing
         Request to the Agent on or before 12:00 noon, Hartford, Connecticut
         time, on a Business Day, the Borrower may from time to time
         irrevocably request, in the case of LIBO Rate Loans, on not less than
         three nor more than five Business Days' notice, or, in the case of
         Base Rate Loans, on not less than one nor more than five Business
         Days' notice, that a Borrowing be made in a minimum amount of $500,000
         and an integral multiple of $100,000, or in the unused amount of the
         then applicable Commitment Amount. Upon receipt of a Borrowing
         Request, the Agent shall promptly notify the other Lenders on the same
         day of the Borrowing requested thereby. On the terms and subject to
         the conditions of this Agreement, each Borrowing shall be comprised of
         the type of Loans, and shall be made on the Business Day, specified in
         such Borrowing Request. On or before 2:00 p.m., Hartford, Connecticut
         time, on such Business Day, each Lender shall deposit with the Agent
         same day funds in an amount equal to such Lender's Percentage of the
         requested Borrowing. Such deposit will be made to an account which the
         Agent shall specify from time to time by notice to the Lenders. To the
         extent funds are received from the Lenders, the Agent shall make such
         funds available to the Borrower by wire transfer to the accounts the
         Borrower shall have specified in its Borrowing Request. No Lender's
         obligation to





                                      -21-
<PAGE>   23
         make any Loan shall be affected by any other Lender's failure to make
         any Loan.

                 SECTION 2.4. CONTINUATION AND CONVERSION ELECTIONS. By
         delivering a Continuation/Conversion Notice to the Agent on or before
         12:00 noon, Hartford, Connecticut time, on a Business Day, the
         Borrower may from time to time irrevocably elect, on not less than
         three nor more than five Business Days' notice, that all, or any
         portion in an aggregate minimum amount of $500,000 and an integral
         multiple of $100,000, of any Loans be, in the case of Base Rate Loans,
         converted into LIBO Rate Loans or in the case of LIBO Rate Loans, be
         converted into a Base Rate Loan or continued as a LIBO Rate Loan (in
         the absence of delivery of a Continuation/Conversion Notice with
         respect to any LIBO Rate Loan at least three Business Days before the
         last day of the then current Interest Period with respect thereto,
         such LIBO Rate Loan shall, on such last day, automatically convert
         into a Base Rate Loan); provided, however, that (x) each such
         conversion or continuation shall be pro rated among the applicable
         outstanding Loans of all Lenders, and (y) no portion of the
         outstanding principal amount of any Loans may be continued as, or be
         converted into, LIBO Rate Loans when any Default has occurred and is
         continuing. Upon receipt of a Continuation/Conversion Notice, the
         Agent shall promptly notify the other Lenders on the same day of the
         continuation or conversion requested thereby. Notwithstanding the
         foregoing, in the case of the conversion of a LIBO Rate Loan into a
         Base Rate Loan, the Borrower may make such election on not less than
         one nor more than five Business Days' notice.

                 SECTION 2.5. FUNDING. Each Lender may, if it so elects,
         fulfill its obligation to make, continue or convert LIBO Rate Loans
         hereunder by causing one of its foreign branches or Affiliates (or an
         international banking facility created by such Lender) to make or
         maintain such LIBO Rate Loan; provided, however, that such LIBO Rate
         Loan shall nonetheless be deemed to have been made and to be held by
         such Lender, and the obligation of the Borrower to repay such LIBO
         Rate Loan shall nevertheless be to such Lender for the account of such
         foreign branch, Affiliate or international banking facility. In
         addition, the Borrower hereby consents and agrees that, for purposes
         of any determination to be made under Section 4.1, 4.2, 4.3 or 4.4, it
         shall be conclusively assumed that each Lender elected to fund all
         LIBO Rate Loans by purchasing, as the case may be, Dollar certificates
         of deposit in the U.S. or Dollar deposits in its LIBOR Office's
         interbank eurodollar market.

                 SECTION 2.6. NOTES. Each Lender's Loans shall be evidenced by
         a Note payable to the order of such Lender in a maximum principal
         amount equal to such Lender's Percentage of the original applicable
         Commitment Amount. The Borrower hereby irrevocably authorizes each





                                      -22-
<PAGE>   24
         Lender to make (or cause to be made) appropriate notations on the grid
         attached to such Lender's Note (or on any continuation of such grid),
         which notations, if made, shall evidence, inter alia, the date of, the
         outstanding principal of, and the interest rate and Interest Period
         applicable to, the Loans evidenced thereby.  Such notations shall be
         conclusive and binding on the Borrower absent manifest error;
         provided, however, that the failure of any Lender to make any such
         notations shall not limit or otherwise affect any Obligations of the
         Borrower.

                                   ARTICLE 3.
                      CONVERSION, REPAYMENTS, PREPAYMENTS,
                               INTEREST AND FEES

                 SECTION 3.1. CONVERSION, REPAYMENTS AND PREPAYMENTS. On the
         Conversion Date, the aggregate outstanding principal amount of each
         Lender's Revolving Loans (with respect to each Lender, the "CONVERSION
         DATE AMOUNT") shall automatically convert into a term loan (with
         respect to each Lender, its "TERM LOAN"). Thereafter, the Borrower
         shall repay the outstanding principal amount of each Lender's Term
         Loan in successive quarterly installments on each Quarterly Payment
         Date beginning with March 31, 1997 and ending on the Stated Maturity
         Date. The amount of each installment in each calendar year shall be
         equal, and the aggregate principal amount of all installments made in
         each calendar year shall be equal to an amount that, when subtracted
         from the Conversion Date Amount of each Lender's Term Loan, shall
         result in the Conversion Date Amount at the end of such calendar year
         being reduced by a percentage at least equal to the percentage set
         forth below opposite such year:

<TABLE>
<CAPTION>
                         PERCENTAGE (%) OF CONVERSION DATE AMOUNT
         CALENDAR YEAR     TO BE REPAID AT END OF CALENDAR YEAR
         -------------     ------------------------------------
            <S>                            <C>
            1997                           12.00%
            1998                           15.00%
            1999                           16.00%
            2000                           18.00%
            2001                           19.00%
            2002                           20.00%
</TABLE>

                 The remaining unpaid principal amount of all Term Loans shall
         be repaid by the Borrower on the Stated Maturity Date.

                 Prior to the Stated Maturity Date, the Borrower:

                          (a)     may, from time to time on any Business Day,
                 make a voluntary prepayment, in whole or in part, of the
                 outstanding principal amount of any Term Loans; provided,
                 however, that:





                                      -23-
<PAGE>   25
                                  (i)      any such prepayment shall be made
                          pro rata among Loans of the same type and, if
                          applicable, having the same Interest Period of all
                          Lenders;

                                  (ii)     no such prepayment of any LIBO Rate
                          Loan may be made on any day other than the last day
                          of the Interest Period for such Loan unless the
                          Borrower shall have paid directly to any Lender any
                          amounts required under Section 4.4;

                                  (iii)    all such voluntary prepayments shall
                          require at least three but no more than five Business
                          Days' prior notice to the Agent in the case of LIBO
                          Rate Loans, and at least one but no more than five
                          Business Days' prior notice to the Agent in the case
                          of Base Rate Loans; and

                                  (iv)     all such voluntary partial
                          prepayments shall be in an aggregate minimum amount
                          of $500,000 and an integral multiple of $100,000;

                          (b)     shall, on each date when any reduction in the
                 Commitment Amount shall become effective, including pursuant
                 to Section 2.2, make a mandatory prepayment of all Revolving
                 Loans equal to the excess, if any, of the aggregate
                 outstanding principal amount of all Revolving Loans over the
                 Commitment Amount as so reduced; and

                          (c)     shall, immediately upon any acceleration of
                 any Loans pursuant to Section 8.2 or Section 8.3, repay all
                 Loans, unless, pursuant to Section 8.3, only a portion of all
                 Loans is so accelerated.

         Each voluntary prepayment of Term Loans made pursuant to clause (a)
         shall be applied, to the extent of such prepayment, in the inverse
         order of the scheduled repayments of Term Loans set forth in this
         Section 3.1. Each prepayment of any Term Loans made pursuant to this
         Section shall be (i) without premium or penalty and (ii) made together
         with any amounts required to be paid under Section 4.4. No voluntary
         prepayment of principal of any Revolving Loans shall cause a reduction
         in the Commitment Amount.

                 SECTION 3.2. EXCESS CASH FLOW RECAPTURE. In addition to any
         and all scheduled repayments of the Term Loans as set forth in Section
         3.1 above, the Borrower shall, within one hundred twenty (120) days
         after the end of each Fiscal Year of the Borrower, commencing with the
         end of the 1996 Fiscal Year, pay to the Agent an amount equal to
         seventy-five percent (75%) of Excess Cash Flow of the Borrower for the
         immediately preceding Fiscal Year. Such prepayments of Excess Cash





                                      -24-
<PAGE>   26
         Flow shall be applied to the payment of installments of the
         outstanding principal amount of each Lender's Term Loans (including,
         without limitation, the installment due and payable on the Stated
         Maturity Date) due and payable hereunder in inverse order of maturity.

                 SECTION 3.3. INTEREST PROVISIONS. Interest on the outstanding
         principal amount of Loans shall accrue and be payable in accordance
         with this Section 3.3.

                          SECTION 3.3.1. RATES. Pursuant to an appropriately
                 completed and delivered Borrowing Request or
                 Continuation/Conversion Notice, the Borrower may elect that
                 Loans comprising a Borrowing accrue interest at a rate per
                 annum:

                                  (a)      on that portion maintained from time
                          to time as a Base Rate Loan, equal to the sum of the
                          Alternate Base Rate from time to time in effect plus
                          the Applicable Margin; and

                                  (b)      on that portion maintained as a LIBO
                          Rate Loan, during each Interest Period applicable
                          thereto, equal to the sum of the LIBO Rate (Reserve
                          Adjusted) for such Interest Period plus the
                          Applicable Margin.

                 The Applicable Margin for each type of Loan shall change
         automatically on the date a Compliance Certificate is delivered in
         accordance with Section 7.1.1 (b) and (c) indicating a change in the
         then existing Leverage Ratio mandating a change in such margins;
         provided, however, that if such Compliance Certificate is not
         delivered within the time required by such Section, such change in
         such margins shall, upon ultimate delivery of such Compliance
         Certificate, be deemed nevertheless to have been effective on and as
         of the date on which such Compliance Certificate was required to be
         delivered pursuant to such Section.

                 The "LIBO RATE (RESERVE ADJUSTED)" means, relative to any Loan
         to be made, continued or maintained as, or converted into, a LIBO Rate
         Loan for any Interest Period, a rate per annum (rounded upwards, if
         necessary, to the nearest 1/16 of 1%) determined pursuant to the
         following formula:

<TABLE>
         <S>                      <C>      <C>
         LIBOR                    =        LIBO Rate
                                           ---------
         (Reserve Adjusted)                1.00 - LIBOR Reserve Percentage
</TABLE>

                 The LIBO Rate (Reserve Adjusted) for any Interest Period for
         LIBO Rate Loans will be determined by the Agent on the basis of the
         LIBOR Reserve Percentage in effect on, and the applicable rates
         furnished to and


                                      -25-
<PAGE>   27
         received by the Agent from Shawmut, two Business Days before the first
         day of such Interest Period.

                 "LIBO RATE" means, relative to any Interest Period for LIBO
         Rate Loans, the rate of interest equal to the average (rounded
         upwards, if necessary, to the nearest 1/16 of 1%) of the rates per
         annum at which Dollar deposits in immediately available funds are
         offered to Shawmut's LIBOR Office in the London interbank market as at
         or about 11:00 a.m. London time two Business Days prior to the
         beginning of such Interest Period for delivery on the first day of
         such Interest Period, and in an amount approximately equal to the
         amount of Shawmut's LIBO Rate Loan and for a period approximately
         equal to such Interest Period.

                 "LIBOR RESERVE PERCENTAGE" means for any day the reserve
         percentage (expressed as a decimal) equal to the maximum aggregate
         reserve requirements (including all basic, emergency, supplemental,
         marginal and other reserves and taking into account any transitional
         adjustments or other scheduled changes in reserve requirements)
         specified under regulations issued from time to time by the F.R.S.
         Board and then applicable to assets or liabilities consisting of and
         including "EUROCURRENCY LIABILITIES", as currently defined in
         Regulation D of the F.R.S. Board, having a term approximately equal or
         comparable to such Interest Period.

                 All LIBO Rate Loans shall bear interest from and including the
         first day of the applicable Interest Period to (but not including) the
         last day of such Interest Period by reference to the interest rate
         determined as applicable to such LIBO Rate Loans.

                          SECTION 3.3.2.. POST-MATURITY RATES. After the date
                 any principal amount of any Loan is due and payable (whether
                 on the Stated Maturity Date, in connection with any mandatory
                 reduction of the Commitment Amount or mandatory prepayment
                 hereunder, upon acceleration or otherwise), or after any other
                 monetary Obligation of the Borrower shall have become due and
                 payable, the Borrower shall pay, but only to the extent not
                 prohibited by applicable law, interest (after as well as
                 before judgment) on such amounts at a rate per annum equal to
                 the Alternate Base Rate plus 2.0%.

                          SECTION 3.3.3. PAYMENT DATES. Interest accrued on each
                 Loan shall be payable without duplication:

                                  (a)      on the Conversion Date with respect
                          to Revolving Loans, and on the Stated Maturity Date
                          with respect to Term Loans;


                                      -26-
<PAGE>   28
                                  (b)      on the date of any optional or
                          required payment or prepayment, in whole or in part,
                          of principal outstanding on such Loan;

                                  (c)      with respect to Base Rate Loans, on
                          each Quarterly Payment Date occurring after the
                          Effective Date;

                                  (d)      with respect to any LIBO Rate Loans,
                          on the last day of each applicable Interest Period
                          (and, if such Interest Period shall exceed 3 months,
                          on the last calendar day of the 3rd month of such
                          Interest Period and the last calendar day of each
                          subsequent 3rd month of such Interest Period
                          thereafter);

                                  (e)      with respect to any Base Rate Loans
                          converted into LIBO Rate Loans on a day when interest
                          would not otherwise have been payable pursuant to
                          clause (c), on the date of such conversion; and

                                  (f)      on that portion of any Loans which
                          is accelerated pursuant to Section 8.2 or Section 8.3
                          immediately upon such acceleration.

                          Interest accrued on Loans or other monetary
                 Obligations arising under this Agreement or any other Loan
                 Document after the date such amount is due and payable
                 (whether on the Stated Maturity Date, in connection with any
                 mandatory reduction of the Commitment Amount or mandatory
                 prepayment hereunder, upon acceleration or otherwise) shall be
                 payable upon demand.

                 SECTION 3.4. FEES. The Borrower agrees to pay the fees set
         forth in this Section 3.4. All such fees shall be nonrefundable.

                          SECTION 3.4.1. COMMITMENT FEE. The Borrower agrees to
                 pay to the Agent for the account of each Lender, for the
                 period (including any portion thereof when any of such
                 Lender's Commitments are suspended by reason of the Borrower's
                 inability to satisfy any condition of Article V) commencing on
                 the Effective Date and continuing through the Commitment
                 Termination Date, a commitment fee at the rate of 3/8 of 1%
                 per annum on such Lender's Percentage of the sum of the
                 average daily unused portion of the Commitment Amount. Such
                 commitment fee shall be payable by the Borrower in arrears on
                 each Quarterly Payment Date, commencing with the first such
                 day following the Effective Date, and on the Commitment
                 Termination Date.


                                      -27-
<PAGE>   29
                          SECTION 3.4.2. AGENT'S FEE. The Borrower agrees to
                 timely pay to the Agent, for the Agent's own account, the fees
                 provided for in the Agent's Fee Letter.

                          SECTION 3.4.3. FACILITY FEE. The Borrower agrees to
                 pay to the Agent on the Effective Date, for the accounts of
                 the Lenders and in accordance with each Lender's Commitment, a
                 nonrefundable facility fee as set forth in the Fee Letter.

                                   ARTICLE 4.
                     CERTAIN LIBO RATE AND OTHER PROVISIONS

                 SECTION 4.1. LIBO RATE LENDING UNLAWFUL. If any Lender shall
         determine (which determination shall, upon notice thereof to the
         Borrower and the other Lenders, be conclusive and binding on the
         Borrower) that the introduction of or any change in or in the
         interpretation of any law makes it unlawful, or any central bank or
         other governmental authority asserts that it is unlawful, for such
         Lender to make, continue or maintain any Loan as, or to convert any
         Loan into, a LIBO Rate Loan, the obligations of all Lenders to make,
         continue, maintain or convert into any such Loans shall, upon such
         determination, forthwith be suspended until such Lender shall notify
         the Agent that the circumstances causing such suspension no longer
         exist, and all LIBO Rate Loans shall automatically convert into Base
         Rate Loans at the end of the then current Interest Periods with
         respect thereto or sooner, if required by such law or assertion.

                 SECTION 4.2. DEPOSITS UNAVAILABLE. If the Agent shall have
         determined, or shall be informed by a Lender, that

                          (a)     Dollar certificates of deposit or Dollar
                 deposits, as the case may be, in the relevant amount and for
                 the relevant Interest Period are not available to Shawmut or
                 such Lender in its relevant market; or

                          (b)     by reason of circumstances affecting such
                 relevant market, adequate means do not exist for ascertaining
                 the interest rate applicable hereunder to LIBO Rate Loans,

                 then, upon notice from the Agent to the Borrower and the
         Lenders of such fact, the obligations of all Lenders under Sections
         2.3 and Section 2.4 to make or continue any Loans as, or to convert
         any Loans into, LIBO Rate Loans shall forthwith be suspended until the
         Agent shall determine, or be informed, that and, in either case, shall
         give notice to the Borrower and the other Lenders that, the
         circumstances causing such suspension no longer exist.





                                      -28-
<PAGE>   30
                 SECTION 4.3. INCREASED LIBO RATE LOAN COSTS, ETC. The Borrower
         agrees to reimburse each Lender for any increase in the cost to such
         Lender of, or any reduction in the amount of any sum, receivable by
         such Lender in respect of, making, continuing or maintaining (or of
         its obligation to make, continue or maintain) any Loans as, or of
         converting (or of its obligation to convert) any Loans into, LIBO Rate
         Loans. Such Lender shall, within ninety (90) days of its actual
         knowledge of such event, notify the Agent and the Borrower in writing
         of the occurrence of any such event, such notice to state, in
         reasonable detail, the reasons therefor and the additional amount
         required fully to compensate such Lender for such increased cost or
         reduced amount. Such additional amounts shall be payable by the
         Borrower directly to such Lender within five days of its receipt of
         such notice, and such notice shall, in the absence of manifest error,
         be conclusive and binding on the Borrower.

                 SECTION 4.4. FUNDING LOSSES. In the event any Lender shall
         incur any loss or expense (including any loss or expense incurred by
         reason of the liquidation or reemployment of deposits or other funds
         acquired by such Lender to make, continue or maintain any portion of
         the principal amount of any Loan as, or to convert any portion of the
         principal amount of any Loan into, a LIBO Rate Loan) as a result of:

                          (a)     any conversion or repayment or prepayment of
                 the principal amount of any LIBO Rate Loans on a date other
                 than the scheduled last day of the Interest Period applicable
                 thereto, whether pursuant to Section 3.1 or otherwise;

                          (b)     any Loans not being made as LIBO Rate Loans
                 in accordance with the Borrowing Request therefor; or

                          (c)     any Loans not being continued as, or
                 converted into, LIBO Rate Loans in accordance with the
                 Continuation/Conversion Notice therefor,

                 then, upon the written notice of such Lender to the Borrower
         (with a copy to the Agent), the Borrower shall, within five days of
         its receipt thereof, pay directly to such Lender such amount as will
         (in the reasonable determination of such Lender) reimburse such Lender
         for such loss or expense. Such written notice (which shall include
         calculations in reasonable detail) shall, in the absence of manifest
         error, be conclusive and binding on the Borrower.

                 SECTION 4.5. INCREASED CAPITAL COSTS. If any change in, or the
         introduction, adoption, effectiveness, interpretation,
         reinterpretation or phase-in of, any law or regulation, directive,
         guideline, decision or request (whether or not having the force of
         law) of any court, central bank,





                                      -29-
<PAGE>   31
         regulator or other governmental authority affects or would affect the
         amount of capital required or expected to be maintained by any Lender
         or any Person controlling such Lender, and such Lender determines (in
         its sole and absolute discretion) that the rate of return on its or
         such controlling Person's capital as a consequence of its Commitments
         or the Loans made by such Lender is reduced to a level below that
         which such Lender or such controlling Person could have achieved but
         for the occurrence of any such circumstance, then, in any such case
         upon notice from time to time by such Lender to the Borrower, the
         Borrower shall, within five (5) days after receipt of such notice, pay
         directly to such Lender additional amounts sufficient to compensate
         such Lender or such controlling Person for such reduction in rate of
         return. A statement of such Lender as to any such additional amount or
         amounts (including calculations thereof in reasonable detail) shall,
         in the absence of manifest error, be conclusive and binding on the
         Borrower. In determining such amount, such Lender may use any
         reasonable method of averaging and attribution that it shall deem
         applicable.

                 SECTION 4.6. TAXES. All payments by the Borrower of principal
         of, and interest on, the Loans and all other amounts payable hereunder
         shall be made free and clear of and without deduction for any present
         or future income, excise, stamp or franchise taxes and other taxes,
         fees, duties, withholdings or other charges of any nature whatsoever
         imposed by any taxing authority ("TAXES"), but excluding (i) Taxes
         imposed on any Lender's net income (including, without limitation, any
         Taxes imposed on branch profits) and franchise Taxes imposed on any
         Lender by the jurisdiction under the laws of which such Lender is
         organized or any political subdivision thereof or by the jurisdiction
         of such Lender's lending office, (ii) any Taxes that are in effect and
         that would apply to a payment to such Lender as of the Effective Date,
         (iii) if any Person acquires any interest in this Agreement or any
         Note pursuant to the provisions hereof, including without limitation a
         participation (whether or not by operation of law), or a foreign
         Lender changes the office in which its Loan is made, accounted for or
         booked (any such Person or such foreign Lender in that event being
         referred to as a "TAX TRANSFEREE"), any Taxes to the extent that they
         are in effect and would apply to a payment to such Tax Transferee as
         of the date of the acquisition of such interest or change in office,
         as the case may be, and (iv) Taxes which are otherwise included in any
         amounts otherwise payable by the Borrower pursuant to any other
         provision of this Agreement (all such non-excluded Taxes being
         hereinafter referred to as "NON-EXCLUDED TAXES"). In the event that
         any withholding or deduction from any payment to be made by the
         Borrower hereunder is required in respect of any Non-Excluded Taxes
         pursuant to any applicable law, rule or regulation, then the Borrower
         will:


                                      -30-
<PAGE>   32
                          (a)     pay directly to the relevant authority the
                 full amount required to be so withheld or deducted;

                          (b)     promptly forward to the Agent an official
                 receipt or other documentation satisfactory to the Agent
                 evidencing such payment to such authority; and

                          (c)     pay to the Agent for the account of the
                 Lenders such additional amount or amounts as is necessary to
                 ensure that the net amount actually received by each Lender
                 will equal the full amount such Lender would have received had
                 no such withholding or deduction been required.

                 Moreover, if any Non-Excluded Taxes are directly asserted
         against the Agent or any Lender with respect to any payment received
         by the Agent or such Lender hereunder, the Agent or such Lender may,
         but is not obligated to, pay such Non-Excluded Taxes and the Borrower
         will promptly pay such additional amount (including any penalties,
         interest or expenses) as is necessary in order that the net amount
         received by such Person after the payment of such Non-Excluded Taxes
         (including any Non-Excluded Taxes on such additional amount) shall
         equal the amount such Person would have received had not such
         Non-Excluded Taxes been asserted. Within 30 days after the date that
         any Lender or any Tax Transferee receives a refund of any Non-Excluded
         Taxes which the Borrower has paid to the relevant taxing authority or
         for which such Lender has been paid by the Borrower pursuant to the
         indemnification provisions of this Section, such Lender or Tax
         Transferee, as the case may be, shall pay to the Borrower such refund
         of Non-Excluded Taxes along with any interest received with respect
         thereto.

                 If the Borrower fails to pay any Non-Excluded Taxes, when due
         to the appropriate taxing authority or fails to remit to the Agent,
         for the account of the respective Lenders, the required receipts or
         other required documentary evidence, the Borrower shall indemnify the
         Lenders for any incremental Non-Excluded Taxes, interest or penalties
         that may become payable by any Lender as a result of any such failure.
         For purposes of this Section 4.6, a disbursement hereunder by the
         Agent or any Lender to or for the account of any Lender shall be
         deemed a Borrowing by the Borrower.

                 Upon the request of the Borrower and/or the Agent, each Lender
         that is organized under the laws of a jurisdiction other than the
         United States shall, prior to the due date of any payments under the
         Notes, execute and deliver to the Borrower and/or the Agent on or
         about the first scheduled payment date in each Fiscal Year, one or
         more (as the Borrower or the Agent, may reasonably request) United
         States Internal Revenue


                                      -31-
<PAGE>   33
         Service Forms 4224 or Forms 1001 or such other forms or documents (or
         successor forms or documents), appropriately completed, as may be
         applicable to establish the extent, if any, to which a payment to such
         Lender is exempt from withholding or deduction of Non-Excluded Taxes.

                 SECTION 4.7. PAYMENTS, COMPUTATIONS, ETC. Unless otherwise
         expressly provided, all payments by the Borrower pursuant to this
         Agreement, the Notes or any other Loan Document shall be made by the
         Borrower to the Agent for the pro rata account of the Lenders entitled
         to receive such payment. All such payments required to be made to the
         Agent shall be made, without setoff, deduction or counterclaim, not
         later than 12:00 noon, Hartford, Connecticut time, on the date due, in
         same day or immediately available funds, to such account as the Agent
         shall specify from time to time by notice to the Borrower. Funds
         received after that time shall be deemed to have been received by the
         Agent on the next succeeding Business Day. The Agent shall promptly
         remit in same day funds to each Lender its share, if any, of such
         payments received by the Agent for the account of such Lender
         (provided, that, any such funds remitted after the date received shall
         be remitted with interest accrued thereon at the Federal Funds Rate).
         All interest and fees shall be computed on the basis of the actual
         number of days (including the first day but excluding the last day)
         occurring during the period for which such interest or fee is payable
         over a year comprised of 360 days (or, in the case of interest on a
         Base Rate Loan (other then when such interest is calculated with
         respect to the Federal Funds Rate), 365 days or, if appropriate, 366
         days). Whenever any payment to be made shall otherwise be due on a day
         which is not a Business Day, such payment shall (except as otherwise
         required by clauses (c) or (d) of the definition of the term "Interest
         Period") be made on the next succeeding Business Day and such
         extension of time shall be included in computing interest and fees, if
         any, in connection with such payment.

                 SECTION 4.8. SHARING OF PAYMENTS. If any Lender shall obtain
         any payment or other recovery (whether voluntary, involuntary, by
         application of setoff or otherwise) on account of any Loan (other than
         pursuant to the terms of Sections 4.3, 4.4, 4.5 and 4.6) in excess of
         its pro rata share of payments then or therewith obtained by all
         Lenders, such Lender shall purchase from the other Lenders such
         participations in Loans made by them as shall be necessary to cause
         such purchasing Lender to share the excess payment or other recovery
         ratably with each of them; provided, however, of that if all or any
         portion of the excess payment or other recovery is thereafter
         recovered from such purchasing Lender, the purchase shall be rescinded
         and each Lender which has sold a participation to the purchasing
         Lender shall repay to the purchasing Lender the purchase price to the
         ratable extent of such recovery together with an amount equal to such
         selling Lender's ratable share (according to


                                      -32-
<PAGE>   34
         the proportion of (a) the amount of such selling Lender's required
         repayment to the purchasing Lender; to (b) the total amount so
         recovered from the purchasing Lender) of any interest or other amount
         paid or payable by the purchasing Lender in respect of the total
         amount so recovered. The Borrower agrees that any Lender so purchasing
         a participation from another Lender pursuant to this Section may, to
         the fullest extent permitted by law, exercise all its rights of
         payment (including pursuant to Section 4.9) with respect to such
         participation as fully as if such Lender were the direct creditor of
         the Borrower in the amount of such participation. If under any
         applicable bankruptcy, insolvency or other similar law, any Lender
         receives a secured claim in lieu of a setoff to which this Section
         applies, such Lender shall, to the extent practicable, exercise its
         rights in respect of such secured claim in a manner consistent with
         the rights of the Lenders entitled under this Section to share in the
         benefits of any recovery on such secured claim.

                 SECTION 4.9. SETOFF. Each Lender shall, upon the occurrence of
         any Default described in clauses (a) through (d) of Section 8.1.8 or,
         with the consent of the Required Lenders, upon the occurrence of any
         other Event of Default, have the right to appropriate and apply to the
         payment of the Obligations owing to it (whether or not then due), and
         (as security for such Obligations) the Borrower hereby grants to each
         Leader a continuing security interest in, any and all balances,
         credits, deposits accounts or moneys of the Borrower then or
         thereafter maintained with or otherwise held by such Lender; Provided,
         however, that any such appropriation and application shall be subject
         to the provisions of Section 4.8. Each Lender agrees promptly to
         notify the Borrower and the Agent after any such setoff and
         application made by such Lender; provided, however, that the failure
         to give such notice shall not affect the validity of such setoff and
         application. The rights of each Lender under this Section are in
         addition to other rights and remedies (including other rights of
         setoff under applicable law or otherwise) which such Lender may have.

                                   ARTICLE 5.
                            CONDITIONS TO BORROWING

                 SECTION 5.1. INITIAL BORROWING. The obligations of the Lenders
         to fund the initial Borrowing shall be subject to the prior or
         concurrent satisfaction of each of the conditions precedent set forth
         in this Section 5.l.

                          SECTION 5.1.1. GENERAL PARTNER'S CERTIFICATE. The
                 Agent shall have received from the General Partner, a
                 certificate of the Secretary or an Assistant Secretary of the
                 General Partner, dated the date of the initial Borrowing:





                                      -33-
<PAGE>   35
                                  (a)      with respect to the Borrower's
                          Organic Documents, that the copies thereof attached
                          are true and correct and in full force and effect on
                          the date of the initial Borrowing, together with a
                          certificate of good standing for the Borrower issued
                          by the jurisdiction in which it is organized, and
                          dated as of a date reasonably close to the date of
                          the initial Borrowing;

                                  (b)      with respect to the General
                          Partner's Organic Documents, that the copies thereof
                          attached are true and correct and in full force and
                          effect on the date of the initial Borrowing, copies
                          of which shall be attached thereto, together with a
                          certificate of good standing for the General Partner
                          issued by the jurisdiction in which it is organized,
                          and dated as of a date reasonably close to the date
                          of the initial Borrowing;

                                  (c)      all action necessary for the
                          execution, delivery and performance of this
                          Agreement, the Note, and each other Loan Document by
                          the General Partner, as the general partner of the
                          Borrower, together with copies of all resolutions to
                          such effect attached thereto; and

                                  (d)      the incumbency and signatures of
                          those officers of the General Partner authorized to
                          act on behalf of and bind the General Partner, in its
                          capacity as the general partner of the Borrower, with
                          respect to this Agreement, the Note and each other
                          Loan Document.

                 Each Lender may conclusively rely upon each certificate
                 referenced above until it shall have received a further
                 certificate from the General Partner canceling or amending
                 such prior certificates.

                          SECTION 5.1.2. DELIVERY OF NOTES. The Agent shall
                 have received each Lender's Note, in each case, duly executed
                 and delivered by the Borrower.

                          SECTION 5.1.3. PAYMENT OF OUTSTANDING INDEBTEDNESS,
                 ETC. All Indebtedness identified in Item 7.2.2(b)
                 ("Indebtedness to be Paid") of the Disclosure Schedule,
                 together with all interest, prepayment premiums and other
                 amounts due and payable with respect thereto, shall have been
                 paid in full (including, to the extent necessary, from
                 proceeds of the initial Borrowing); all Liens securing payment
                 of any such Indebtedness shall have been released; and the
                 Agent shall have received all Uniform Commercial Code Form
                 UCC-3 termination Statements or other instruments as





                                      -34-
<PAGE>   36
                 may be necessary or appropriate to release such Liens
                 (including the Lien held by Shawmut under the Existing Credit
                 Agreement), in each case, duly executed and completed by the
                 holders of such Liens and in a form suitable for filing.

                          SECTION 5.1.4. SECURITY AGREEMENT. The Agent shall
                 have received executed counterparts of the Security Agreement,
                 dated as of the date hereof, duly executed by the Borrower,
                 together with

                                  (a)      acknowledgment copies of properly
                          filed Uniform Commercial Code financing statements
                          (Form UCC-1), or such other evidence of filing as may
                          be acceptable to the Agent, naming the Borrower as
                          the debtor and the Agent as the secured party, as
                          agent and for the benefit of the Lenders, or other
                          similar instruments or documents, as may be necessary
                          or, in the opinion of the Agent, desirable to perfect
                          the security interest of the Agent pursuant to the
                          Security Agreement.

                                  (b)      executed copies of proper Uniform
                          Commercial Code Form UCC-3 termination statements, if
                          any, necessary to release all Liens and other rights
                          of any Person in any collateral described the
                          Security Agreement previously granted by any Person
                          (other than with respect to collateral subject to
                          Capitalized Leases and purchase money Liens permitted
                          hereunder) together with such other Uniform
                          Commercial Code Form UCC-3 termination statements as
                          the Agent may reasonably request; and

                                  (c)      certified copies of Uniform
                          Commercial Code Requests for Information or Copies
                          (Form UCC-11), or a similar search report certified
                          by a party acceptable to the Agent, dated a date
                          reasonably near to the date of the initial Borrowing,
                          listing all effective financing statements which name
                          the Borrower (under its present name and any previous
                          names) as the debtor and which are filed in the
                          jurisdictions in which filings were made pursuant to
                          clause (a) above, together with copies of such
                          financing statements (none of which (other than those
                          described in clause (a)) if such Form UCC-11 or
                          search report, as the case may be, is current enough
                          to list such financing statements described in clause
                          (a)) shall cover any collateral described in the
                          Security Agreement other than assets subject to
                          Capitalized Leases or purchase money Liens, in each
                          case as permitted hereunder).





                                      -35-
<PAGE>   37
                          SECTION 5.1.5. SUBORDINATION AGREEMENT. The Agent
                 shall have received duly executed counterparts of the
                 Subordination Agreement, dated as of the date hereof, executed
                 and delivered by the Borrower and Jones Intercable.

                          SECTION 5.1.6. OPINIONS OF COUNSEL. The Agent shall
                 have received opinions, dated the date of the initial
                 Borrowing and addressed to the Agent and all Lenders, from:

                                  (a)      Elizabeth M. Steele, general counsel
                          to Jones Intercable, substantially in the form of
                          Exhibit G hereto; and

                                  (b)      Cohen, Dax, Koenig & Wiles,
                          regulatory counsel to the Borrower in the State of
                          New York, substantially in the form of Exhibit H
                          hereto;

                                  (c)      Dow, Lohnes & Albertson, FCC counsel
                          to the Borrower, substantially in the form of Exhibit
                          I hereto; and

                                  (d)      Phillips, Lytle, Hitchcock, Blaine &
                          Huber, New York counsel to the Borrower,
                          substantially in the form of Exhibit J hereto.

                          SECTION 5.1.7. CLOSING DATE CERTIFICATE. The Agent
                 shall have received a Closing Date Certificate, dated the date
                 of the initial borrowing, and duly executed and completed by
                 the Borrower.

                          SECTION 5.1.8. PAYOFF LETTER; DISBURSEMENT
                 INSTRUCTIONS. The Agent shall have received a payoff letter
                 from Shawmut, indicating the amount of the loan obligations of
                 the Borrower to Shawmut to be discharged on the Effective Date
                 and an acknowledgment by Shawmut that upon receipt of such
                 funds it will forthwith execute and deliver to the Agent for
                 filing all termination statements and take such other actions
                 as may be necessary to discharge all mortgages, deeds of trust
                 and security interests granted by the Borrower or any of its
                 Subsidiaries in favor of Shawmut.

                          SECTION 5.1.9. CLOSING FEES, EXPENSES.

                                  (a)      The Borrower shall have paid to the
                          Agent all of the fees then due and owing under the
                          Fee Letter;

                                  (b)      The Agent shall have received for
                          its own account, or for the account of each Lender,
                          as the case may





                                      -36-
<PAGE>   38
                          be, all fees, costs and expenses due and payable
                          pursuant to Sections 3.4 and 10.3, if then invoiced.

                          SECTION 5.1.10. COMPLIANCE CERTIFICATE. The Agent
                 shall have received a Compliance Certificate, duly executed
                 and completed by the Borrower, with any calculations being
                 made with respect to the debt as of the Effective Date and any
                 calculations being made with respect to cash flow as of the
                 end of the immediately preceding Fiscal Quarter.

                 SECTION 5.2. ALL BORROWINGS. The obligation of each Lender to
         fund any Loan on the occasion of any Borrowing (including the initial
         Borrowing) shall be subject to the satisfaction of each of the
         conditions precedent set forth in this Section 5.2.

                          SECTION 5.2.1. COMPLIANCE WITH WARRANTIES, NO
                 DEFAULT, ETC. Both before and after giving effect to any
                 Borrowing (but, if any Default of the nature referred to in
                 Section 8.1.5 shall have occurred with respect to any other
                 Indebtedness, without giving effect to the application,
                 directly or indirectly, of the proceeds thereof) the following
                 statements shall be true and correct:

                                  (a)      the representations and warranties
                          set forth in Article VI shall be true and correct
                          with the same effect as if then made (unless stated
                          to relate solely to an earlier date, in which case
                          such representations and warranties shall be true and
                          correct as of such earlier date);

                                  (b)      except as disclosed by the Borrower
                          to the Agent and the Lenders pursuant to Section 6.7:

                                        (i)     no labor controversy,
                                  litigation, arbitration or governmental
                                  investigation or proceeding shall be pending
                                  or, to the knowledge of the Borrower,
                                  threatened against the Borrower, any of its
                                  Subsidiaries or the General Partner which, if
                                  adversely determined, is reasonably likely to
                                  materially adversely affect the Borrower's
                                  consolidated business, operations, assets,
                                  revenue, properties or prospects (with
                                  respect to the Borrower's ability to pay or
                                  repay the Obligations) or which purports to
                                  affect the legality, validity or
                                  enforceability of this Agreement, the Notes
                                  or any other Loan Document; and

                                        (ii)    no development shall have
                                  occurred in any labor controversy,
                                  litigation, arbitration or


                                      -37-
<PAGE>   39
                                  governmental investigation or proceeding
                                  disclosed pursuant to Section 6.7 which, if
                                  adversely determined, is reasonably likely to
                                  materially adversely affect the Borrower's
                                  consolidated business, operations, assets,
                                  revenues, properties or prospects (with
                                  respect to the Borrower's ability to pay or
                                  repay the Obligations); and

                                  (c)     no Default shall have then occurred
                          and be continuing, and neither the Borrower, nor any
                          of its Subsidiaries are in material violation of any
                          law or governmental regulation or court order or
                          decree.

                          SECTION 5.2.2. BORROWING REQUEST. The Agent shall
                 have received a Borrowing Request for such Borrowing. Each of
                 the delivery of a Borrowing Request and the acceptance by the
                 Borrower or the proceeds of such Borrowing shall constitute a
                 representation and warranty by the Borrower that on the date
                 of such Borrowing (both immediately before and after giving
                 effect to such Borrowing and the application of the proceeds
                 thereof) the statements made in Section 5.2.1 are true and
                 correct.

                          SECTION 5.2.3. SATISFACTORY LEGAL FORM. All documents
                 executed or submitted pursuant hereto by or on behalf of the
                 Borrower or any of its Subsidiaries shall be satisfactory in
                 form and substance to the Agent and its counsel; the Agent and
                 its counsel shall have received all information, approvals,
                 opinions, documents or instruments as the Agent or its counsel
                 may reasonably request.

                                   ARTICLE 6.
                         REPRESENTATIONS AND WARRANTIES

                 In order to induce the Lenders and the Agent to enter into
         this Agreement and to make Loans hereunder, each of the Borrower and
         the General Partner represents and warrants to the Agent and each
         Lender as set forth in this Article VI on the date hereof and as of
         the date of each Loan made hereunder.

                 SECTION 6.1. ORGANIZATION, ETC. (a) The Borrower is a limited
                 partnership duly organized and validly existing under the laws
                 of the State of Colorado and is duly qualified to do business
                 in the States of Colorado and New York, the only other
                 jurisdiction(s) in which the conduct or contemplated conduct of
                 its business or the ownership or lease of its assets requires
                 such qualification (except where the failure to do so would
                 not have a material adverse effect on the business, operations
                 or financial condition of the Borrower). No other filing,
                 recording, publishing or other act with an Official Body is
                 necessary or appropriate in connection with the existence or


                                      -38-
<PAGE>   40
                 the business of the Borrower other than those which have been
                 made or done.

                          (b)     Each Subsidiary of the Borrower is a
                 corporation duly organized, validly existing and in good
                 standing under the laws of the jurisdiction of incorporation,
                 and is duly qualified to do business in each jurisdiction in
                 which the conduct of its business or the ownership or lease of
                 its assets would require such qualification.

                          (c)     The General Partner is a corporation duly
                 organized, validly existing and in good standing under the
                 laws of the State of Colorado. The General Partner is duly
                 qualified and in good standing in all jurisdictions in which
                 the conduct of its business or the ownership or lease of its
                 assets requires such qualification (except where the failure
                 to do so would not have a material adverse effect on the
                 business, operations or financial condition of the General
                 Partner).

                          (d)     The Borrower and the General Partner, and
                 each of the Borrower's Subsidiaries, has full partnership or
                 corporate power and authority, respectively, and holds all
                 requisite governmental licenses, permits and other approvals
                 to enter into and perform its respective Obligations under
                 this Agreement, the Notes and each other Loan Document to
                 which it is a party and holds all requisite material
                 governmental licenses, permits and other approvals to own and
                 hold under lease its property and to conduct its business
                 substantially as currently conducted by it.

                          (e)     The General Partner is the sole general
                 partner of the Borrower and owns 100% of the outstanding
                 general partnership interests in the Borrower, free and clear
                 of all Liens or other encumbrances other than those interests
                 which represent the rights to receive certain distributions
                 from the Borrower to Jones Intercable and which are pledged to
                 NationsBank of Texas, N.A., as Collateral Agent for certain
                 secured parties, pursuant to that certain Security Agreement
                 dated as of December 8, 1992 between Jones Intercable and
                 NationsBank of Texas, N.A.

                 SECTION 6.2. DUE AUTHORIZATION, NON-CONTRAVENTION, ETC. The
         execution, delivery and performance by and on behalf of the Borrower
         of this Agreement, the Notes and each other Loan Document are within
         the Borrower's and the General Partner's powers, have been duly
         authorized by all necessary action, and do not

                                  (i)      contravene the Borrower's or the
                          General Partner's Organic Documents;


                                      -39-
<PAGE>   41
                                  (ii)     contravene (x) any law or
                          governmental regulation or court decree or order
                          binding on or affecting the Borrower or the General
                          Partner or (y) any contractual restriction binding on
                          or affecting the General Partner or the Borrower
                          which contravention is reasonably likely to have a
                          material adverse effect on the Borrower's
                          consolidated business, operations, assets, revenues,
                          properties or prospects (with respect to the
                          Borrower's ability to pay or repay the Obligations);
                          or

                                  (iii)    result in, or require the creation
                          or imposition of, any Lien on any of the Borrower's
                          or the General Partner's properties (other than the
                          Lien of the Security Agreement.

                 SECTION 6.3. GOVERNMENT APPROVAL, REGULATION, ETC. Other than
         as set forth in Item 6.3 of the Disclosure Schedule or those which
         have been obtained and are in full force and effect, no authorization
         or approval or other action by, and no notice to or filing with, any
         governmental authority or regulatory body or other Person is required
         for the due execution, delivery or performance by the General Partner
         of its Subordination Agreement or by the Borrower of this Agreement,
         the Notes or any other Loan Document. Neither the Borrower nor any of
         its Subsidiaries is an "INVESTMENT COMPANY" within the meaning of the
         Investment Company Act of 1940, as amended, or a "HOLDING COMPANY", or
         a "SUBSIDIARY COMPANY" of a "HOLDING COMPANY", or an "AFFILIATE" of a
         "HOLDING COMPANY" or of a "SUBSIDIARY COMPANY" of a "HOLDING COMPANY",
         within the meaning of the Public Utility Holding Company Act Of 1935,
         as amended.

                 SECTION 6.4. VALIDITY, ETC. This Agreement constitutes, and
         the Notes and each other Loan Document executed by the Borrower will,
         on the due execution and delivery thereof, constitute, the legal,
         valid and binding obligations of the Borrower, enforceable in
         accordance with their respective terms. The Partnership Agreement and
         the Subordination Agreement constitute the legal, valid and binding
         obligations of the General Partner enforceable in accordance with
         their respective terms.

                 SECTION 6.5. FINANCIAL INFORMATION. The balance sheet of the
         Borrower as at September 30, 1994, and the related statements of
         operations, cash flow and partners' capital, copies of which have been
         furnished to the Agent and each Lender, have been prepared in
         accordance with GAAP consistently applied, and present fairly the
         financial condition of the Borrower as at the dates thereof and the
         results of its operations for the periods then ended.





                                      -40-
<PAGE>   42
                 SECTION 6.6. NO MATERIAL ADVERSE CHANGES. Since the date of
         the financial statements described in Section 6.5, there has been no
         material adverse change in the Borrower's business, assets,
         properties, revenue, financial condition, operations or prospects
         (with respect to the Borrower's ability to pay or repay the
         Obligations).

                 SECTION 6.7. LITIGATION, LABOR CONTROVERSIES, ETC. Except as
         disclosed in Item 6.7 ("LITIGATION") of the Disclosure Schedule, there
         is no pending or, to the knowledge of the Borrower, threatened
         litigation, action, proceeding, or labor controversy affecting the
         Borrower, any of its Subsidiaries or the General Partner which, if
         adversely determined, is reasonably likely to materially adversely
         affect the business, assets, properties, revenue, financial condition,
         operations or prospects (with respect to the Borrower's ability to pay
         or repay the Obligations) of the Borrower, or any Subsidiary, or which
         purports to affect the legality, validity or enforceability of this
         Agreement, the Notes or any other Loan Document.

                 SECTION 6.8. SUBSIDIARIES. The Borrower has no Subsidiaries
         except those Subsidiaries, if any, which the Required Lenders have
         permitted the Borrower to acquire after the Effective Date.

                 SECTION 6.9. OWNERSHIP OF PROPERTIES. The Borrower and each of
         its Subsidiaries owns good and marketable title to all of its
         properties and assets, real and personal, tangible and intangible, of
         any nature whatsoever (including patents, trademarks, trade names,
         service marks and copyrights), free and clear of all Liens, charges or
         claims (including infringement claims with respect to patents,
         trademarks, copyrights and the like) except as permitted pursuant to
         Section 7.2.3.

                 SECTION 6.10. TAXES. Each of the Borrower and its Subsidiaries
         has filed all tax returns and reports required by law to have been
         filed by it and has paid all taxes and governmental charges thereby
         shown to be owing, except any such taxes or charges which are being
         diligently contested in good faith by appropriate proceedings and for
         which adequate reserves in accordance with GAAP shall have been set
         aside on its books.

                 SECTION 6.11. PENSION AND WELFARE PLANS. Neither the Borrower,
         nor any Subsidiary of the Borrower, nor any member of a Controlled
         Group has established or maintained, has ever made or been obligated
         to make contributions to, or is obligated to make contributions to,
         any Plan or multiemployer Plan.

                 SECTION 6.12. ENVIRONMENTAL WARRANTIES. To the best of the
         Borrower's knowledge, all facilities and property (including
         underlying





                                      -41-
<PAGE>   43
         groundwater) owned or leased by the Borrower and its Subsidiaries,
         have been, and continue to be, owned or leased by the Borrower and its
         Subsidiaries, in material compliance with all Environmental Laws.

                 SECTION 6.13. REGULATIONS G, U AND X. The Borrower is not
         engaged in the business or extending credit for the purpose of
         purchasing or carrying margin stock, and no proceeds of any Loans will
         be used for a purpose which violates, or would be inconsistent with,
         F.R.S. Board Regulations G, U or X. Terms for which meanings are
         provided in F.R.S. Board Regulation G, U or X or any regulations
         substituted therefor, as from time to time in effect, are used in this
         Section with such meanings.

                 SECTION 6.14. ACCURACY OF INFORMATION.

                          (a)     All factual information heretofore or
                 contemporaneously furnished by or on behalf of the Borrower or
                 the General Partner in writing to the Agent or any Lender for
                 purposes of or in connection with this Agreement or any
                 transaction contemplated hereby is, and all other such factual
                 information hereafter furnished by or on behalf of the
                 Borrower or the General Partner in writing to the Agent or any
                 Lender will be, true and accurate in every material respect on
                 the date as of which such information is dated or certified
                 and as of the date of execution and delivery of this Agreement
                 by the Agent and such Lender, and such information is not, or
                 shall not be, as the case may be, incomplete by omitting to
                 state any material fact necessary to make such information not
                 misleading.

                          (b)     All of the information set forth in the
                 Disclosure Schedule and the Cable Schedule is true and
                 accurate in every material respect as of the Effective Date.

                 SECTION 6.15. CABLE AUTHORIZATIONS. The Cable Schedule
         accurately and completely lists all CATV and SMATV systems currently
         owned by the Borrower, and all Franchises issued or granted to the
         Borrower (such Franchises, together with all renewals and extensions
         thereof, are referred to collectively as the "CABLE FRANCHISES"). The
         Cable Franchises constitute the only material Franchises required or
         advisable in connection with the conduct by the Borrower of its
         business as presently conducted. All of the Cable Franchises are duly
         issued in the name of the Borrower (or are issued in some other name
         but have been duly and validly assigned to the Borrower), the Borrower
         has full power and authority to operate thereunder, and each such
         Cable Franchise will expire on the date set forth for such Cable
         Franchise in the Cable Schedule. All assets of the Cable Systems and
         all Cable Franchises,





                                      -42-
<PAGE>   44
         contracts, agreements and other things necessary or advisable in
         connection with the present or proposed operation of the Cable Systems
         shall at all times be owned (or leased on terms and conditions
         permitted hereunder) and held by the Borrower. The Cable Schedule
         accurately and completely lists all agreements, if any, which are
         presently in effect with public utilities for the use of public
         utility facilities in connection with the Cable Systems. The Borrower
         has the right and authority (contractual, by law or otherwise) to
         provide pay television and related services to subscribers. The Cable
         Schedule accurately and completely lists (i) all deeds, leases,
         leaseholds and other interests in real property held by the Borrower,
         together with accurate legal descriptions of all such real property
         owned or leased by the Borrower, and (ii) all Pole Agreements and wire
         line crossing agreements to which the Borrower is a party. Other than
         the Cable Franchises, no Franchise has been granted with respect to
         the territory covered by the Cable Franchises, nor, to the best of the
         Borrower's knowledge, is any application for any such Franchise
         pending. As of the date of this Agreement, there is no overbuilding of
         any territory covered by the Cable Systems.

                 SECTION 6.16. FCC REGISTRATION AND REGULATORY COMPLIANCE. With
         respect to each of the Cable Systems, there is a registration
         statement on file with the FCC which fully complies with all
         applicable requirements of 47 C.F.R. Part 76, Subpart B. The Borrower
         is the holder of each of the FCC Licenses listed on the Cable
         Schedule, each of which has the effective and expiration dates noted
         on the Cable Schedule, and is, to the best of the Borrower's
         knowledge, lawfully issued (and continues to exist) pursuant to the
         rules and regulations of the FCC. The Borrower is presently in
         compliance in all material respects with all terms and conditions of
         all FCC Licenses covering the Cable Systems, all Federal, state and
         local laws, all rules, regulations and administrative orders of the
         FCC (other than with respect to compliance with regulations
         promulgated by the FCC regarding rates and codified at,47 C.F.R.
         Sections 76.922-76.924, with which, to the Borrower's knowledge, it is
         in compliance in all material respects) and all state and local
         commissions or authorities which are applicable to the Borrower or the
         operation of the Cable Systems (including, without limitation, those
         regarding signal leakage), and the foregoing permit any contemplated
         and continued operation of the Cable Systems without the obtaining of
         any further approvals, covenants, modifications or the taking of any
         other action of any kind or nature whatsoever. The Borrower has
         received no notice that any fact or any past, present or threatened
         occurrence would preclude or impair its ability to obtain any FCC
         License or other Franchise necessary for the operation of the Cable
         Systems as currently operated or as contemplated to be operated in any
         projections furnished to the Agent.





                                      -43-
<PAGE>   45
                 SECTION 6.17. FRANCHISES, COPYRIGHTS AND LICENSES. The
         Borrower possesses, or has the right to use, all FCC Licenses and all
         other Franchises, all copyrights, all licenses (including all cable
         television or broadcast licenses), all rights under agreements with
         public utilities and microwave transmission companies, Pole
         Agreements, and all utility easements and other rights, the absence of
         which is reasonably likely to have a material adverse effect on the
         business, properties, operations or conditions, financial or
         otherwise, or prospects (with respect to the Borrower's ability to pay
         or repay the Obligations) of the Borrower, each of which is in full
         force and effect and with which the Borrower is in compliance in all
         material respects, with no known conflict with the rights of others
         which could affect or impair in any material manner the businesses,
         properties, operations or condition, financial or otherwise, or
         prospects (with respect to the Borrower's ability to pay or repay the
         Obligations) of the Borrower. The General Partner or any other
         Affiliate of the Borrower providing services to the Borrower, has
         obtained all licenses, permits, authorizations and Franchises
         necessary for the ownership of its properties used in providing
         services to the Cable Systems, the conduct of its businesses in
         connection with the Cable Systems as currently operated or as
         contemplated to be operated (as described in any written projections
         furnished to the Agent or the Lenders on or prior to the Effective
         Date), in all instances in which the failure to have obtained such
         licenses, permits, authorizations and Franchises could have a material
         adverse impact on the businesses, properties, operations or condition,
         financial or otherwise, of the Borrower. To the best of the Borrower's
         knowledge, no event has occurred which permits, or after the giving of
         notice or the lapse of time, or both, would permit, the revocation or
         termination of any Cable Franchise, or any copyright, license, permit,
         authorization or other right of the FCC so as to adversely affect in
         any material manner the businesses, properties, operations or
         condition, financial or otherwise, or prospects (with respect to the
         Borrower's ability to pay or repay the Obligations) of the Borrower.

                 SECTION 6.18. COMMUNICATIONS ACT FILINGS. The Borrower has
         duly and timely filed all cable television registration statements and
         other filings which are required to be filed under the Communications
         Act, and has complied in all other material respects with the
         Communications Act (other than with respect to compliance with
         regulations promulgated by the FCC regarding rates and codified at 47
         C.F.R. Sections 76.922-76.924, with which, to the best of Borrower's
         knowledge, it is in compliance in all material respects), including,
         without limitation, the rules and regulations of the FCC relating to
         the carriage of television signals. The Borrower has recorded or
         deposited with and paid to the United States Copyright Office, the
         Register of Copyrights and the Copyright Royalty Tribunal, all
         notices, statements of account, royalty fees and other documents,
         instruments and amounts required under the Copyright Act,


                                      -44-
<PAGE>   46
         and is not liable to any person for copyright infringement under the
         Copyright Act.

                 SECTION 6.19. PARTNERSHIP AGREEMENT. The Partnership Agreement
         is in full force and effect and no default or event which, with the
         passage of time or notice or both, would constitute a default has
         occurred and is continuing thereunder.

                 SECTION 6.20. NO EVENT OF DEFAULT. No Default or Event of
         Default has occurred and is continuing.

                 SECTION 6.21. ABSENCE OF FINANCING STATEMENTS, ETC. Except
         with respect to Liens permitted hereunder, there is no financing
         statement, security agreement, chattel mortgage, real estate mortgage
         or other document filed or recorded with any filing records, registry
         or other public office, that purports to cover, affect or give notice
         of any present or possible future lien on, or security interest in,
         any assets or property of the Borrower or any of its Subsidiaries or
         any rights relating thereto.

                 SECTION 6.22. MANAGEMENT FEES, ALLOCATED OVERHEAD AND GENERAL
         PARTNER ADVANCES. Except as set forth in Item 6.22 of the Disclosure
         Schedule, there are no Management Fees, Allocated Overhead and/or
         General Partner Advances outstanding as of September 30, 1994.

                                   ARTICLE 7.
                                   COVENANTS

                 SECTION 7.1. AFFIRMATIVE COVENANTS. The Borrower agrees with
         the Agent and each Lender that, until all Commitments have terminated
         and all Obligations have been paid and performed in full, the Borrower
         will perform the obligations set forth in this Section 7.1.

                          SECTION 7.1.1. FINANCIAL INFORMATION, REPORTS,
                 NOTICES, ETC. The Borrower will furnish, or will cause to be
                 furnished, to the Agent (for further transmission to the
                 Lenders) copies of the following financial statements,
                 reports, notices and information:

                                  (a)      as soon as available and in any
                          event within 60 days after the end of each of the
                          first three Fiscal Quarters of each Fiscal Year of
                          the Borrower, consolidated balance sheets of the
                          Borrower and its Subsidiaries as of the end of such
                          Fiscal Quarter and consolidated statements of
                          operations or income (as appropriate), partners'
                          equity or stockholder's equity (as appropriate), and
                          cash flow of the Borrower and its Subsidiaries for
                          such Fiscal Quarter and for the period


                                      -45-
<PAGE>   47
                          commencing at the end of the previous Fiscal Year and
                          ending with the end of such Fiscal Quarter, certified
                          by the president, chief financial Authorized Officer
                          or Treasurer of the General Partner;

                                  (b)      as soon as available and in any
                          event within 105 days after the end of each Fiscal
                          Year of the Borrower, a copy of the annual audit
                          report for such Fiscal Year for the Borrower and its
                          Subsidiaries, including therein consolidated balance
                          sheets of the Borrower and its Subsidiaries as of the
                          end of such Fiscal Year and consolidated statements
                          of operations or income (as appropriate), partners'
                          equity, or stockholders' equity (as appropriate), and
                          cash flow of the Borrower and its Subsidiaries for
                          such Fiscal Year, in each case certified (without any
                          Impermissible Qualification) by an independent public
                          accounting firm acceptable to the Agent and the
                          Required Lenders and accompanied by a Compliance
                          Certificate, executed by the General Partner, showing
                          (in reasonable detail and with appropriate
                          calculations and computations in all respects
                          satisfactory to the Agent) compliance with the
                          financial covenants set forth in Section 7.2.4 and
                          the resulting Applicable Margin;

                                  (c)      as soon as available and in any
                          event within 60 days after the end of each of the
                          first three Fiscal Quarters of each Fiscal Year, a
                          Compliance Certificate executed by the General
                          Partner, showing (in reasonable detail and with
                          appropriate calculations and computations in all
                          respects satisfactory to the Agent) compliance with
                          the financial covenants set forth in Section 7.2.4
                          and the resulting Applicable Margin;

                                  (d)      prior to the payment of any General
                          Partner Advances, a Compliance Certificate, executed
                          by the General Partner, showing (in reasonable detail
                          and with appropriate calculations and computations in
                          all respects satisfactory to the Agent) compliance,
                          both before the payment of such General Partner
                          Advance and after giving effect thereto, with the
                          financial covenants set forth in Section 7.2.4 and
                          the resulting Applicable Margin;

                                  (e)      as soon as possible and in any event
                          within three days after the occurrence of each
                          Default, a statement of the General Partner, setting
                          forth details of such Default and the action which
                          the Borrower has taken and proposes to take with
                          respect thereto;





                                      -46-
<PAGE>   48
                                  (f)      as soon as possible and in any event
                          within three days after (x) becoming aware of the
                          occurrence of any adverse development with respect to
                          any litigation, action, proceeding, or labor
                          controversy described in Section 6.7 or (y) becoming
                          aware of the commencement of any labor controversy,
                          litigation, action, proceeding of the type described
                          in Section 6.7, notice thereof and copies of all
                          documentation relating thereto;

                                  (g)      promptly after the sending or filing
                          thereof, copies of all reports which the Borrower
                          sends to the General Partner, and all quarterly
                          reports on Form 10-Q and annual reports on Form 10-K
                          which the General Partner files with the Securities
                          and Exchange Commission or any national securities
                          exchange;

                                  (h)      as soon as practicable, and in any
                          event within 60 days after the end of each Fiscal
                          Quarter, a subscriber report setting forth for each
                          Cable System as of the end of such Fiscal Quarter (i)
                          the number of Basic Subscribers and Pay Units as of
                          the end of such Fiscal Quarter, (ii) the Basic
                          Subscriber Rate charged to subscribers during such
                          Fiscal Quarter, (iii) the number of Homes Passed, the
                          Basic Penetration Rate and Pay to Basic Ratio as of
                          the end of such Fiscal Quarter, (iv) upon request of
                          the Agent or any Lender, the number of subscribers
                          initiating and terminating Cable Systems service
                          during such Fiscal Quarter and (v) upon request by
                          the Agent or any Lender, an aging of the Borrower's
                          accounts receivable as of the end of such Fiscal
                          Quarter, which report shall also include a
                          description of any Cable Systems sold during such
                          Fiscal Quarter and the consideration received
                          therefor;

                                  (i)      promptly after the occurrence of (i)
                          any lapse or other termination of any Franchise
                          issued to the Borrower or any of its Subsidiaries,
                          which lapse or termination may have a material
                          adverse effect on the business, operations, financial
                          condition or prospects (with respect to the
                          Borrower's ability to pay or repay the Obligations)
                          of the Borrower or any of its Subsidiaries, (ii) any
                          refusal by any Official Body to renew or extend any
                          such Franchise, or (iii) any dispute between the
                          Borrower or any of its Subsidiaries and any Official
                          Body which, if adversely determined, is reasonably
                          likely to have a material adverse effect on the
                          business, operations, financial condition or
                          prospects (with respect to the Borrower's ability to
                          pay or repay the





                                      -47-
<PAGE>   49
                          Obligations) of the Borrower or any of its
                          Subsidiaries, notice thereof;

                                  (j)      promptly upon their becoming
                          available to the Borrower, copies of (i) any periodic
                          or special report filed by the Borrower or any of its
                          Subsidiaries with the FCC or with any other Official
                          Body regulating the Cable Systems if (A) such report
                          indicates any material adverse changes in the
                          business, operations, financial condition or
                          prospects (with respect to the Borrower's ability to
                          pay or repay the Obligations) of the Borrower or any
                          of its Subsidiaries, or (B) a copy thereof is
                          requested by any Lender, and (ii) any material notice
                          or other material communication from the FCC or from
                          any other Official Body regulating cable systems
                          which specifically relates to the operation of the
                          Cable Systems; and

                                  (k)      such other information respecting
                          the condition or operations, financial or otherwise,
                          of the Borrower, any of its Subsidiaries or the
                          General Partner, as any Lender through the Agent may
                          from time to time reasonably request.

                          SECTION 7.1.2. COMPLIANCE WITH LAWS, ETC. The
                 Borrower will, and will cause each of its Subsidiaries to,
                 comply in all material respects with all applicable laws,
                 rules, regulations and orders, such compliance to include
                 (without limitation):

                                  (a)      the maintenance and preservation of
                          its existence and qualification as a foreign
                          corporation or foreign limited partnership, as the
                          case may be;

                                  (b)      the maintenance in full force and
                          effect of all material Cable Franchises, consents,
                          approvals, exemptions and other actions by, and all
                          registrations, qualifications, designations and
                          declarations and other filings with, each Official
                          Body necessary or advisable in connection with the
                          execution, delivery and performance of this
                          Agreement, the Notes and the other Loan Documents and
                          the ownership and operation of the Cable Systems; and

                                  (c)      the payment, before the same become
                          delinquent, of all taxes, assessments and
                          governmental charges imposed upon it or upon its
                          property except to the extent being diligently
                          contested in good faith by appropriate proceedings
                          and for which adequate reserves in accordance with
                          GAAP shall have been set aside on its books.





                                      -48-
<PAGE>   50
                          SECTION 7.1.3. MAINTENANCE OF PROPERTIES. The
                 Borrower will, and will cause each of its Subsidiaries to,
                 maintain, preserve, protect and keep its properties in good
                 repair, working order and condition (ordinary wear and tear
                 excepted), and to make necessary and proper repairs, renewals
                 and replacements so that its business carried on in connection
                 therewith may be properly conducted at all times unless the
                 Borrower determines in good faith that the continued
                 maintenance of any of its properties is no longer economically
                 desirable.

                          SECTION 7.1.4. INSURANCE. The Borrower will, and will
                 cause each of its Subsidiaries to, maintain or cause to be
                 maintained with responsible insurance companies insurance with
                 respect to its properties and business (including business
                 interruption insurance) against such casualties and
                 contingencies and of such types and in such amounts as is
                 customary in the case of partnerships or other entities
                 engaged in similar businesses and will, upon request of the
                 Agent, furnish to each Lender at reasonable intervals (and at
                 least annually) a certificate of insurance with respect to all
                 insurance maintained by the Borrower and its Subsidiaries in
                 accordance with this Section.

                          SECTION 7.1.5. BOOKS AND RECORDS. The Borrower will,
                 and will cause each of its Subsidiaries to, keep books and
                 records which accurately reflect all of its business affairs
                 and transactions and permit the Agent and each Lender or any
                 of their respective representatives, at reasonable times and
                 intervals and upon reasonable notice, to visit all of its
                 offices, to discuss its financial matters with its officers
                 and independent public accountants (and the Borrower hereby
                 authorizes such independent public accountant to discuss the
                 Borrower's financial matters with each Lender or its
                 representatives with or without a representative of the
                 Borrower being present so long as the Borrower has been given
                 a reasonable opportunity to have a representative present) and
                 to examine (and, at the expense of the Borrower, photocopy
                 extracts from) any of its books or other corporate records.
                 The Borrower shall pay any fees of such independent public
                 accountants incurred in connection with the Agent's or, during
                 any period that a Default has occurred and is continuing, any
                 Lender's exercise of its rights pursuant to this Section.

                          SECTION 7.1.6. ENVIRONMENTAL COVENANTS. The Borrower
                 will, and will cause each of its Subsidiaries to,

                                  (a)      use and operate all of its
                          facilities and properties in material compliance with
                          all Environmental Laws, keep all





                                      -49-
<PAGE>   51
                          necessary permits, approvals, certificates, licenses
                          and other authorizations relating to environmental
                          matters in effect and remain in material compliance
                          therewith, and handle all Hazardous Materials in
                          material compliance with all applicable Environmental
                          Laws;

                                  (b)      immediately notify the Agent and
                          provide copies upon receipt of all written claims,
                          complaints, notices or inquiries relating to the
                          condition of its facilities and properties or
                          compliance with Environmental Laws, and shall timely
                          defend any actions and proceedings relating to
                          compliance with Environmental Laws; and

                                  (c)      provide such information and
                          certifications the Agent may reasonably request from
                          time to time to evidence compliance with this Section
                          7.1.6.

                          SECTION 7.1.7. COPYRIGHT ACT FILINGS.  The Borrower
                 will timely from time to time in accordance with applicable
                 law record or deposit with and pay to the United States
                 Copyright Office, the Register of Copyrights and/or the
                 Copyright Royalty Tribunal all notices, statements of account,
                 royalty fees and other documents, instruments and amounts
                 required under the Copyright Act of the United States.

                          SECTION 7.1.8. USE OF PROCEEDS.  The Borrower shall
                 use the proceeds of the initial Borrowing first to repay, in
                 full, all amounts outstanding under the Existing Credit
                 Agreement, and, second, for such general corporate purposes as
                 the Borrower may determine appropriate (including payments of
                 General Partner Advances permitted under Section 7.2.7).
                 Thereafter, the Borrower shall use the proceeds of all
                 additional Borrowings, if any, for such general corporate
                 purposes as the Borrower may determine appropriate. No
                 proceeds of any Borrowing will be used to purchase or carry
                 any "MARGIN STOCK", as defined in F.R.S. Board Regulation U.

                 SECTION 7.2. NEGATIVE COVENANTS.  The Borrower agrees with the
         Agent and each Lender that, until all Commitments have terminated and
         all Obligations have been paid and performed in full, the Borrower
         will comply with the obligations set forth in this Section 7.2.

                          SECTION 7.2.1. BUSINESS ACTIVITIES.  The Borrower will
                 not, and will not permit any of its Subsidiaries to, engage in
                 any business activity, except for the ownership and operation
                 of the





                                      -50-
<PAGE>   52
                 Cable Systems and such activities as may be incidental or
                 related thereto.

                          SECTION 7.2.2. INDEBTEDNESS. The Borrower will not,
                 and will not permit any of its Subsidiaries to, create, incur,
                 assume or suffer to exist or otherwise become or be liable in
                 respect of any Indebtedness, other than, without duplication,
                 the following:

                                  (a)      Indebtedness in respect of the Loans
                          and other Obligations;

                                  (b)      until the date of the initial
                          Borrowing, the Indebtedness identified in Item
                          7.2.2(b) ("INDEBTEDNESS TO BE PAID") of the
                          Disclosure Schedule;

                                  (c)      Indebtedness existing as of the
                          Effective Date which is identified in Item 7.2.2(c)
                          ("ONGOING INDEBTEDNESS") of the Disclosure Schedule;

                                  (d)      Indebtedness incurred by the
                          Borrower or any of its Subsidiaries to a vendor of
                          any assets to finance its acquisition of such assets
                          which, when added to the aggregate principal amount
                          of Indebtedness permitted pursuant to clause (f) of
                          this Section 7.2.2, does not exceed $1,000,000;

                                  (e)      unsecured Indebtedness incurred in
                          the ordinary course of business (including open
                          accounts extended by suppliers on normal trade terms
                          in connection with purchases of goods and services,
                          but excluding any Indebtedness incurred through the
                          borrowing of money or in the form of Contingent
                          Liabilities);

                                  (f)      Indebtedness in respect of
                          Capitalized Lease Liabilities which, when added to
                          the aggregate principal amount of Indebtedness
                          permitted pursuant to clause (d) of this Section
                          7.2.2, does not exceed $1,000,000;

                                  (g)      Indebtedness of the Borrower in
                          respect of Hedging Obligations arising under
                          agreements entered into with the Agent or any other
                          Lender; and

                                  (h)      Indebtedness in the form of General
                          Partner Advances which are at all times subordinate
                          to the Loans and all other amounts due to the Lenders
                          hereunder pursuant to the terms of the Subordination
                          Agreement;


                                      -51-
<PAGE>   53
provided, however, no Indebtedness otherwise permitted by clause (d), (j) or
(g) shall be incurred if, before or after giving effect to the incurrence
thereof, any Default shall have occurred and be continuing.

                          SECTION 7.2.3. LIENS. The Borrower will not, and will
                 not permit any of its Subsidiary to, incur, assume or suffer
                 to permit subsidiaries to, exist any Lien upon any of its
                 property, revenues or assets, whether now owned or hereafter
                 acquired, except:

                                  (a)      Liens securing payment of the
                          Obligations, granted pursuant to any Loan Document;

                                  (b)      Until the date of the initial
                          Borrowing, Liens securing payment of the Indebtedness
                          of the type permitted and described in clause (b) of
                          Section 7.2.2;

                                  (c)      Liens described in Item 7.2.3(c) of
                          the Disclosure Schedule which were granted prior to
                          the Effective Date to secure payment of the
                          Indebtedness of the type permitted and described in
                          clause (c) of Section 7.2.2;

                                  (d)      Liens granted to secure payment of
                          the Indebtedness of the type permitted and described
                          in clause (d) of Section 7.2.2 and covering only
                          those assets acquired with the proceeds of such
                          Indebtedness;

                                  (e)      Liens for taxes, assessments or
                          other governmental charges or levies not at the time
                          delinquent or thereafter payable without penalty or
                          being diligently contested in good faith by
                          appropriate proceedings and for which adequate
                          reserves in accordance with GAAP shall have been set
                          aside on its books;

                                  (f)      Liens of carriers, warehousemen,
                          mechanics, materialmen and landlords incurred in the
                          ordinary course of business for sums not overdue or
                          being diligently contested in good faith by
                          appropriate proceedings and for which adequate
                          reserves in accordance with GAAP shall have been set
                          aside on its books;

                                  (g)      Liens incurred in the ordinary
                          course of business in connection with workmen's
                          compensation, unemployment insurance or other forms
                          of governmental insurance or benefits, or to secure
                          performance of tenders, statutory obligations, leases
                          and contracts (other than for borrowed money) entered
                          into in the ordinary course of business or to secure
                          obligations on surety or appeal bonds; and


                                      -52-
<PAGE>   54
                                  (h)      Judgment Liens in existence less
                          than 30 days after the entry thereof or with respect
                          to which execution has been stayed or the payment of
                          which is covered in full (subject to a customary
                          deductible) by insurance maintained with responsible
                          insurance companies.

                          SECTION 7.2.4. FINANCIAL CONDITION. The Borrower will
                 not permit:

                                  (a)      Its Leverage Ratio at any time
                          during the periods set forth below to be greater than
                          the ratio set forth opposite such periods:

<TABLE>
<CAPTION>
                          Period                            Maximum Leverage Ratio
                          ------                            ----------------------
                          <S>                               <C>
                          Effective Date - 12/31/96         4.50:1
                          1/1/97 - 09/30/98                 4.00:1
                          10/1/98 and thereafter            3.50:1
</TABLE>

                                  (b)      Its Interest Coverage Ratio at any
                          time to be less than 2.00:1.

                                  (c)      Its Pro-Forma Debt Service Ratio at
                          any time beginning on the Effective Date and
                          continuing through December 31, 1997 to be less than
                          1.25:1, and will not permit the Pro-Forma Debt
                          Service Ratio at any time thereafter to be less than
                          1.50:1.

                          SECTION 7.2.5. INVESTMENTS. The Borrower will not,
                 and will not permit any of its Subsidiaries to, make, incur,
                 assume or suffer to exist any Investment in any other Person,
                 except (without duplication):

                                  (a)      the Investments existing on the
                          Effective Date and described in Item 7.2.5(a)
                          ("ONGOING INVESTMENTS") of the Disclosure Schedule;

                                  (b)      Investments permitted as Capital
                          Expenditures; and

                                  (c)      Cash Equivalent Investments;

provided, however, that any Investment which when made complies with the
requirements of the definition of the term "CASH EQUIVALENT INVESTMENT" may
continue to be held notwithstanding that such Investment if made thereafter
would not comply with such requirements.


                                      -53-
<PAGE>   55
                          SECTION 7.2.6. RESTRICTED PAYMENTS, ETC. On and at
                 all times after the Effective Date:

                                  (a)      the Borrower will not, and will not
                          permit any of its Subsidiaries to, declare, pay or
                          make any dividend or distribution (in cash, property
                          or obligations) with respect to any partnership
                          interest of the Borrower or stock of the Subsidiaries
                          or on account of the purchase, redemption, retirement
                          or acquisition of any partnership interest of the
                          Borrower or stock of the Subsidiaries; and

                                  (b)      the Borrower will not, and will not
                          permit any of its Subsidiaries to, make any deposit
                          for any of the foregoing purposes.

                          SECTION 7.2.7. MANAGEMENT FEES, ALLOCATED OVERHEAD
                 AND GENERAL PARTNER ADVANCES. The Borrower will not, and will
                 not permit any of its Subsidiaries to, pay any amounts with
                 respect to Management Fees, Allocated Expenses or General
                 Partner Advances if, either before or after giving effect to
                 such payments, a Default shall have occurred and be
                 continuing, or if such payments violate the terms of the
                 Subordination Agreement.

                          SECTION 7.2.8. CONSOLIDATION, MERGER, ETC. The
                 Borrower will not, and will not permit any of its Subsidiaries
                 to, liquidate or dissolve, consolidate with, or merge into or
                 with, any other corporation, or purchase or otherwise acquire
                 all or substantially all of the assets of any Person (or of
                 any division thereof) except:

                                  (a)      any such Subsidiary may liquidate or
                          dissolve voluntarily into, and may merge with and
                          into, the Borrower or any other Subsidiary, and the
                          assets or stock of any Subsidiary may be purchased or
                          otherwise acquired by the Borrower or any other
                          Subsidiary; and

                                  (b)      so long as no Default has occurred
                          and is continuing or would occur after giving effect
                          thereto, the Borrower or any of its Subsidiaries may
                          purchase all or substantially all of the assets of
                          any Person, or acquire such Person by merger,
                          provided that such purchase or acquisition (i) is not
                          a Material Acquisition, and (ii) involves a Person or
                          assets of a Person engaged in the CATV or SMATV
                          business.

                          SECTION 7.2.9. ASSET DISPOSITIONS, ETC. The Borrower
                 will not, and will not permit any of its Subsidiaries to,
                 sell, transfer,





                                      -54-
<PAGE>   56
                 lease, contribute or otherwise convey, or grant options,
                 warrants or other rights with respect to, all or any portion
                 of its assets (including accounts receivable and capital stock
                 of any Subsidiaries) to any Person, unless after giving effect
                 to such transactions, individually or in the aggregate, the
                 number of Basic Subscribers would not decrease by 25% or more
                 from the number of Basic Subscribers immediately prior to such
                 transaction and no Default or Event of Default exists or would
                 exist after giving effect to such transactions.

                          SECTION 7.2.10. MODIFICATION OF CERTAIN AGREEMENTS.
                 The Borrower will not consent to any amendment, supplement or
                 other modification of any of the terms or provisions contained
                 in, or applicable to, its Partnership Agreement or the
                 Subordination Agreement.

                          SECTION 7.2.11. TRANSACTIONS WITH AFFILIATES. Except
                 for Management Fees, Allocated Overhead and General Partner
                 Advances, payable in accordance with Section 7.2.7 and the
                 terms of the Subordination Agreement, the Borrower will not,
                 and will not permit any of its Subsidiaries to, enter into, or
                 cause, suffer or permit to exist any arrangement or contract
                 with any of its Affiliates other than those permitted by
                 Section 2.2(n) of the Partnership Agreement, and any
                 arrangement or contract which is fair and equitable to the
                 Borrower or such Subsidiary and is an arrangement or contract
                 of the kind which would be entered into by a prudent Person in
                 the position of the Borrower or such Subsidiary with a Person
                 which is not one of its Affiliates.

                          SECTION 7.2.12. NEGATIVE PLEDGES, RESTRICTIVE
                 AGREEMENTS, ETC. The Borrower will not, and will not permit
                 any of its Subsidiaries to, enter into any agreement
                 (excluding this Agreement, any other Loan Document and any
                 agreement governing any Indebtedness permitted by clause (d)
                 of Section 7.2.2 as to the assets financed with the proceeds
                 of such Indebtedness) prohibiting:

                                  (a)      the creation or assumption of any
                          Lien upon properties, revenues or assets, whether now
                          owned or hereafter acquired, or the ability of the
                          Borrower to amend or otherwise modify this Agreement
                          or any other Loan Document; or

                                  (b)      the ability of any Subsidiary to
                          make any payments, directly or indirectly, to the
                          Borrower by way of dividends, advances, repayments of
                          loans or advances,


                                      -55-
<PAGE>   57
                          reimbursements of management and other intercompany
                          charges, expenses and accruals or other returns on
                          investments, or any other agreement or arrangement
                          which restricts the ability of any such Subsidiary to
                          make any payment, directly or indirectly, to the
                          Borrower.

                          SECTION 7.2.13. NO CREATION OF PENSION PLANS. The
                 Borrower will not, and will not permit any of its Subsidiaries
                 to, establish or maintain or become obligated to make
                 contributions to any Plan or multiemployer Plan.

                          SECTION 7.2.14. ACQUISITION OF REAL PROPERTY
                 INTERESTS. At any time on or after the Effective Date, the
                 Borrower will not, and will not permit its Subsidiaries to,
                 acquire (i) any fee or leasehold interest in real property
                 (other than any such interest owned by the Borrower as of the
                 Effective Date) with a fair market value in excess of
                 $1,000,000, or (ii) any fee or leasehold interest in real
                 property (other than any such interest owned by the Borrower
                 as of the Effective Date) if the fair market value of such
                 interest when added together with the fair market value of all
                 other such interests, would exceed $1,000,000; unless prior to
                 or contemporaneous with such acquisition, the Borrower, at his
                 own cost and expense, takes all steps necessary to grant the
                 Agent, for the benefit of the Lenders, a first priority
                 mortgage Lien thereon and, in the case of real property, the
                 Borrower also obtains title insurance coverage in an amount,
                 containing such terms and exceptions and issued by an
                 insurance company, acceptable to the Agent in the Agent's
                 reasonable discretion, with respect to such property and such
                 legal opinions with respect thereto as the Agent may
                 reasonably request.

                                   ARTICLE 8.
                               EVENTS OF DEFAULT

                 SECTION 8.1. LISTING OF EVENTS OF DEFAULT. Each of the
         following events or occurrences described in this Section 8.1 shall
         constitute an "EVENT OF DEFAULT".

                          SECTION 8.1.1. NON-PAYMENT OF OBLIGATIONS. The
                 Borrower shall default in the payment or prepayment when due
                 of any principal of any Loan, or the Borrower shall default
                 (and such default shall continue unremedied for a period of
                 three Business Days or more) in the payment when due of any
                 interest on any Loan, or the Borrower shall default (and such
                 default shall continue unremedied for a period of five days or
                 more) in the payment when due of any commitment fee or any
                 other Obligation.


                                      -56-
<PAGE>   58
                          SECTION 8.1.2. BREACH OF WARRANTY. Any representation
                 or warranty of the Borrower made or deemed to be made
                 hereunder or in any other Loan Document or any other writing
                 or certificate furnished by or on behalf of the Borrower to
                 the Agent or any Lender for the purposes of or in connection
                 with this Agreement or any such other Loan Document (including
                 any certificates delivered pursuant to Article V) or any
                 representation or warranty made by the General Partner in the
                 Subordination Agreement is or shall be incorrect when made in
                 any material respect.

                          SECTION 8.1.3. NON-PERFORMANCE OF CERTAIN COVENANTS
                 AND OBLIGATIONS. The Borrower shall default in the due
                 performance and observance of any of its obligations under
                 Section 7.1.2(a) (with respect only to maintenance and
                 preservation of partnership existence) or Section 7.2 or the
                 Borrower or the General Partner shall default in the due
                 performance and observance of their respective obligations
                 under the Subordination Agreement or Section 4.1 of the
                 Security Agreement.

                          SECTION 8.1.4. NON-PERFORMANCE OF THE OTHER COVENANTS
                 AND OBLIGATIONS. The Borrower shall default in the due
                 performance and observance of any other agreement contained
                 herein or in any other Loan Document, and such default shall
                 continue unremedied for a period of 30 days after notice
                 thereof shall have been given to the Borrower by the Agent or
                 any Lender.

                          SECTION 8.1.5. DEFAULT ON OTHER INDEBTEDNESS. A
                 default shall occur in the payment when due (subject to any
                 applicable grace period), whether by acceleration or
                 otherwise, of any Indebtedness (other than Indebtedness
                 described in Section 8.1.1) having, individually or in the
                 aggregate, a principal amount in excess of $250,000 of the
                 Borrower or any of its Subsidiaries, or a default shall occur
                 in the performance or observance of any obligation or
                 condition with respect to such Indebtedness if the effect of
                 such default is to accelerate the maturity of any such
                 Indebtedness or such default shall continue unremedied for any
                 applicable period of time sufficient to permit the holder or
                 holders of such Indebtedness, or any trustee or agent for such
                 holders, to cause such Indebtedness to become due and payable
                 prior to its expressed maturity.

                          SECTION 8.1.6. JUDGMENTS. Any judgment or order for
                 the payment of money in excess of $100,000 (unless fully
                 covered by insurance (subject to a reasonable and customary
                 deductible) where liability has been admitted by the
                 applicable insurance carrier)


                                      -57-
<PAGE>   59
                 shall be rendered against the Borrower or any of its
                 Subsidiaries and either:

                                  (a)      enforcement proceedings shall have
                          been commenced by any creditor upon such judgment or
                          order; or

                                  (b)      there shall be any period of 30
                          consecutive days during which a stay of enforcement
                          of such judgment or order, by reason of a pending
                          appeal or otherwise, shall not be in effect.

                          SECTION 8.1.7. CHANGE IN CONTROL. Any Change in
                 Control shall occur.

                          SECTION 8.1.8. BANKRUPTCY, INSOLVENCY, ETC. The
                 Borrower, any of its Subsidiaries or the General Partner
                 shall:

                                  (a)      become insolvent or generally fail
                          to pay, or admit in writing its inability or
                          unwillingness to pay, debts as they become due;

                                  (b)      apply for, consent to, or acquiesce
                          in, the appointment of a trustee, receiver,
                          sequestrator or other custodian for the Borrower, any
                          of its Subsidiaries or the General Partner or any
                          property of any thereof, or make a general assignment
                          for the benefit of creditors;

                                  (c)      in the absence of such application,
                          consent or acquiescence, permit or suffer to exist
                          the appointment of a trustee, receiver, sequestrator
                          or other custodian for the Borrower, any of its
                          Subsidiaries or the General Partner or for a
                          substantial part of the property of any thereof, and
                          such trustee, receiver, sequestrator or other
                          custodian shall not be discharged within 60 days,
                          provided that the Borrower, each Subsidiary and the
                          General Partner hereby expressly authorize the Agent
                          and each Lender to appear in any court conducting any
                          relevant proceeding during such 60-day period to
                          preserve, protect and defend their rights under the
                          Loan Documents;

                                  (d)      permit or suffer to exist the
                          commencement of any bankruptcy, reorganization, debt
                          arrangement or other case or proceeding under any
                          bankruptcy or insolvency law, or any dissolution,
                          winding up or liquidation proceeding, in respect of
                          the Borrower, any of its Subsidiaries or the General
                          Partner, and, if any such cage or proceeding is not
                          commenced by the Borrower, such Subsidiary or the
                          General Partner,





                                      -58-
<PAGE>   60
                          such case or proceeding shall be consented to or
                          acquiesced in by the Borrower, such Subsidiary or the
                          General Partner or shall result in the entry of an
                          order for relief or shall remain for 60 days
                          undismissed, provided that the Borrower, each
                          Subsidiary and the General Partner hereby expressly
                          authorizes the Agent and each Lender to appear in any
                          court conducting any such case or proceeding during
                          such 60 day period to preserve, protect and defend
                          their rights under the Loan Documents; or

                                  (e)      take any partnership or corporate
                          action authorizing, or in furtherance of, any of the
                          foregoing.

                          SECTION 8.1.9. PARTNERSHIP AGREEMENT. There shall
                 occur any default under the Partnership Agreement.

                          SECTION 8.1.10. IMPAIRMENT OF SECURITY, ETC. Any Loan
                 Document (or, in the case of the General Partner, the
                 Subordination Agreement), or any Lien granted thereunder,
                 shall (except in accordance with its terms), in whole or in
                 part, terminate, cease to be effective or cease to be the
                 legally valid, binding and enforceable obligation of the
                 Borrower (or, in the case of the Subordination Agreement, the
                 General Partner), the Borrower, the General Partner or any
                 other party shall, directly or indirectly, contest in any
                 manner such effectiveness, validity, binding nature or
                 enforceability, or any Lien securing any Obligation shall, in
                 whole or in part, cease to be a perfected first priority Lien,
                 subject only to those exceptions expressly permitted by such
                 Loan Document.

                          SECTION 8.1.11. FAILURE TO OBTAIN OR CESSATION OF
                 AUTHORIZATION, ETC. Any consent, approval, exemption,
                 registration, qualification, designation, declaration, filing,
                 or other action or undertaking now or hereafter obtained in
                 connection with this Agreement (other than matters referred to
                 in Section 8.1.12 hereof), the Notes or the other Loan
                 Documents or any such action or undertaking now or hereafter
                 necessary or advisable to make this Agreement, the Notes or
                 the other Loan Documents legal, valid, enforceable and
                 admissible in evidence is not obtained or shall have ceased to
                 be in full force and effect or shall have been modified or
                 amended or shall have been held to be illegal or invalid and
                 the Borrower shall have been unsuccessful in curing such
                 illegality or invalidity within a reasonable time and the
                 Required Lenders shall have determined in good faith (which
                 determination shall be conclusive) that such event or
                 occurrence may have a material adverse effect on the Agent's
                 or the Lenders' rights under this Agreement, any Note or any
                 other Loan Document.





                                      -59-
<PAGE>   61
                          SECTION 8.1.12. FRANCHISE AGREEMENT. Any Franchise
                 Agreement(s) pursuant to which the Borrower serves more than
                 5% of the Basic Subscribers or any other license, permit,
                 lease, easement, conduit occupancy right, Pole Agreement,
                 certificate, consent, approval, authorization or agreement
                 granted by the FCC or by any other Official Body with
                 jurisdiction over the Cable Systems or by any public utility
                 or third party lessor, whether presently existing or hereafter
                 granted to or obtained by the Borrower, the cancellation or
                 termination of which would have a material adverse effect on
                 the Borrower or the continued operation of the Cable Systems
                 viewed as a whole (collectively, for purposes of this Section
                 8.1.12, "MATERIAL AGREEMENT"), shall expire without renewal or
                 shall be suspended or revoked, and shall not be replaced, or
                 the Borrower shall become subject to any injunction or other
                 order with respect to, such Franchise Agreement or Material
                 Agreement that materially adversely affects or which is
                 reasonably likely to materially adversely affect (both in the
                 sole reasonable judgment of the Required Lenders) the
                 business, operations, financial condition or prospects (with
                 respect to the Borrower's ability to pay or repay the
                 Obligations) of the Borrower.

                 SECTION 8.2. ACTION IF BANKRUPTCY. If any Event of Default
         described in clauses (a) through (d) of Section 8.1.8 shall occur, the
         Commitments (if not theretofore terminated) shall automatically
         terminate and the outstanding principal amount of all outstanding
         Loans and all other Obligations shall automatically be and become
         immediately due and payable, without notice or demand.

                 SECTION 8.3. ACTION IF OTHER EVENT OF DEFAULT. If any Event of
         Default (other than any Event of Default described in clauses (a)
         through (d) of Section 8.1.8) shall occur for any reason, whether
         voluntary or involuntary, and be continuing, the Agent, upon the
         direction of the Required Lenders, shall by notice to the Borrower
         declare all or any portion of the outstanding principal amount of the
         Loans and other Obligations to be due and payable and/or the
         Commitments (if not theretofore terminated) to be terminated,
         whereupon the full unpaid amount of such Loans and other Obligations
         which shall be so declared due and payable shall be and become
         immediately due and payable, without further notice, demand or
         presentment, and/or, as the case may be, the Commitments shall
         terminate.

                                   ARTICLE 9.
                                   THE AGENT

                 SECTION 9.1. ACTIONS. Each Lender hereby appoints Shawmut as
         it its Agent under and for purposes of this Agreement, the Notes and
         each


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<PAGE>   62
         other Loan Document. Each Lender authorizes the Agent to act on behalf
         of such Lender under this Agreement, the Notes and each other Loan
         Document and, in the absence of other written instructions from the
         Required Lenders received from time to time by the Agent (with respect
         to which the Agent agrees that it will comply, except as otherwise
         provided in this Section or as otherwise advised by counsel), to
         exercise such powers hereunder and thereunder as are specifically
         delegated to or required of the Agent by the terms hereof and thereof,
         together with such powers as may be reasonably incidental thereto.
         Each Lender hereby indemnifies (which indemnity shall survive any
         termination of this Agreement) the Agent, pro rata according to such
         Lender's Percentage, from and against any and all liabilities,
         obligations, losses, damages, claims, costs or expenses of any kind or
         nature whatsoever which may at any time be imposed on, incurred by, or
         asserted against, the Agent in any way relating to or arising out of
         this Agreement, the Notes and any other Loan Document, including
         reasonable attorneys' fees; provided, however, that no Lender shall be
         liable for the payment of any portion of such liabilities,
         obligations, losses, damages, claims, costs or expenses which are
         determined by a court of competent jurisdiction in a final proceeding
         to have resulted solely from the Agent's gross negligence or willful
         misconduct. The Agent shall not be required to take any action
         hereunder, under the Notes or under any other Loan Document, or to
         prosecute or defend any suit in respect of this Agreement, the Notes
         or any other Loan Document, unless it is indemnified hereunder to its
         satisfaction. If any indemnity in favor of the Agent shall be or
         become, in the Agent's determination, inadequate, the Agent may call
         for additional indemnification from the Lenders and cease to do the
         acts indemnified against hereunder until such additional indemnity is
         given.

                 SECTION 9.2. FUNDING RELIANCE, ETC. Unless the Agent shall
         have been notified by telephone, confirmed in writing, by any Lender
         by 5:00 p.m., Hartford, Connecticut time, on the day prior to a
         Borrowing that such Lender will not make available the amount which
         would constitute its Percentage of such Borrowing on the date
         specified therefor, the Agent may assume that such Lender has made
         such amount available to the Agent and, in reliance upon such
         assumption, may make available to the Borrower a corresponding amount.
         If and to the extent that such Lender shall not have made such amount
         available to the Agent, such Lender and the Borrower severally agree
         to repay the Agent forthwith on demand such corresponding amount
         together with interest thereon, for each day from the date the Agent
         made such amount available to the Borrower to the date such amount is
         repaid to the Agent, in the case of the Borrower, at the rate of
         interest then applicable for Base Rate Loans, and in the case of any
         Lender, at the Federal Funds Rate.





                                      -61-
<PAGE>   63
                 SECTION 9.3. EXCULPATION. Neither the Agent nor any of its
         directors, officers, employees or agents shall be liable to any Lender
         for any action taken or omitted to be taken by it under this Agreement
         or any other Loan Document, or in connection herewith or therewith,
         except for its own willful misconduct or gross negligence, nor
         responsible for any recitals or warranties herein or therein, nor for
         the effectiveness, enforceability, validity or due execution of this
         Agreement or any other Loan Document, nor for the creation, perfection
         or priority of any liens purported to be created by any of the Loan
         Documents, or the validity, genuineness, enforceability, existence,
         value or sufficiency of any collateral security, nor to make any
         inquiry respecting the performance by the Borrower of its obligations
         hereunder or under any other Loan Document. Any such inquiry which may
         be made by the Agent shall not obligate it to make any further inquiry
         or to take any action. The Agent shall be entitled to rely upon advice
         of counsel concerning legal matters and upon any notice, consent,
         certificate, statement or writing which the Agent believes to be
         genuine and to have been presented by a proper Person.

                 SECTION 9.4. SUCCESSOR. The Agent may resign as such at any
         time. If the Agent at any time shall resign, the Borrower may appoint
         another Lender as a successor Agent which shall thereupon become the
         Agent hereunder, provided, however, that the appointment of any Lender
         which was not a Lender on the Effective Date shall be subject to the
         prior written approval of the Required Lenders, which approval shall
         not be unreasonably withheld. If no successor Agent shall have been so
         appointed by the Borrower, and shall have accepted such appointment,
         within 30 days after the retiring Agent's giving notice of
         resignation, then the retiring Agent may, on behalf of the Borrower,
         appoint a successor Agent, which shall be one of the Lenders or a
         commercial banking institution organized or licensed under the laws of
         the U.S. (or any State thereof) or a U.S. branch or agency of a
         commercial banking institution, and having combined capital, surplus
         and undivided profits of at least $500,000,000. Upon the acceptance of
         any appointment as Agent hereunder by a successor Agent, such
         successor Agent shall be entitled to receive from the retiring Agent
         such documents of transfer and assignment as such successor Agent may
         reasonably request, and shall thereupon succeed to and become vested
         with all rights, powers, privileges and duties of the retiring Agent,
         and the retiring Agent shall be discharged from its duties and
         obligations under this Agreement. After any retiring Agent's
         resignation hereunder as the Agent, the provisions of

                          (a)     this Article IX shall inure to its benefit as
                 to any actions taken or omitted to be taken by it while it was
                 the Agent under this Agreement; and





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<PAGE>   64
                          (b)     Section 10.3 and Section 10.4 shall continue
                 to inure to its benefit.

                 SECTION 9.5. LOANS BY SHAWMUT. Shawmut shall have the same
         rights and powers with respect to (x) the Loans made by it or any of
         its Affiliates, and (y) the Notes held by it or any of its Affiliates
         as any other Lender and may exercise the same as if it were not the
         Agent. Shawmut and its Affiliates may accept deposits from, lend money
         to, and generally engage in any kind of business with, the Borrower or
         any Subsidiary or Affiliate of the Borrower as if Shawmut were not the
         Agent hereunder.

                 SECTION 9.6. CREDIT DECISIONS. Each Lender acknowledges that
         it has, independently of the Agent and each other Lender, and based on
         such Lender's review of the financial information of the Borrower,
         this Agreement, the other Loan Documents (the terms and provisions of
         which being satisfactory to such Lender) and such other documents,
         information and investigations as such Lender has deemed appropriate,
         made its own credit decision to extend its Commitments. Each Lender
         also acknowledges that it will, independently of the Agent and each
         other Lender, and based on such other documents, information and
         investigations as it shall deem appropriate at any timer continue to
         make its own credit decisions as to exercising or not exercising from
         time to time any rights and privileges available to it under this
         Agreement or any other Loan Document

                 SECTION 9.7. DEFAULTING LENDERS. Notwithstanding anything to
         the contrary contained in this Agreement or any of the other Loan
         Documents, any Lender that fails (i) to make available to the Agent
         its pro rata share of any Loan or (ii) to comply with the provisions
         of Section 4.8 with respect to making dispositions and arrangements
         with the other Lenders, where such Lender's share of any payment
         received, whether by setoff or otherwise, is in excess of its pro rata
         share of such payments due and payable to all of the Lenders, in each
         case as, when and to the full extent required by the provisions of
         this Credit Agreement, shall be deemed delinquent (a "DELINQUENT
         LENDER") and shall be deemed a Delinquent Lender until such time as
         such delinquency is satisfied. A Delinquent Lender shall be deemed to
         have assigned any and all payments due to it from the Borrower,
         whether on account of outstanding Loans, interest, fees or otherwise,
         to the remaining nondelinquent Lenders for application to, and
         reduction of, their respective pro rata shares of all outstanding
         Loans. The Delinquent Lender hereby authorizes the Agent to distribute
         such payments to the nondelinquent Lenders in proportion to their
         respective pro rata shares of all outstanding Loans. A Delinquent
         Lender shall be deemed to have satisfied in full a delinquency when
         and if, as a result of application of the


                                      -63-
<PAGE>   65
         assigned payments to all outstanding Loans of the nondelinquent
         Lenders, the Lenders' respective pro rata shares of all outstanding
         Loans have returned to those in effect immediately prior to such
         delinquency and without giving effect to the nonpayment causing such
         delinquency.

                 SECTION 9.8. HOLDERS OF NOTES. The Agent may deem and treat
         the payee of any Note as the absolute owner or purchaser thereof for
         all purposes hereof until it shall have been furnished in writing with
         a different name by such payee or by a subsequent holder, assignee or
         transferee.

                 SECTION 9.9. DISCLOSURE. The Borrower agrees that in addition
         to disclosures made in accordance with standard and customary banking
         practices any Lender may disclose information obtained by such Lender
         pursuant to this Agreement to assignees or participants and potential
         assignees or participants hereunder; provided that such assignees or
         participants or potential assignees or participants shall agree (a) to
         treat in confidence such information unless such information otherwise
         becomes public knowledge, (b) not to disclose such information to a
         third party, except as required by law or legal process and (c) not to
         make use of such information for purposes of transactions unrelated to
         such contemplated assignment or participation.

                 SECTION 9.10. ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE
         BORROWER. If any assignee Lender is an Affiliate of the Borrower, then
         any such assignee Lender shall have no right to vote as a Lender
         hereunder or under any of the other Loan Documents for purposes of
         granting consents or waivers or for purposes of agreeing to amendments
         or other modifications to any of the Loan Documents or for purposes of
         making requests to the Agent pursuant to Section 8.3, and the
         determination of the Required Lenders shall for all purposes of this
         Agreement and the other Loan Documents be made without regard to such
         assignee Lender's interest in any of the Loans. If any Lender sells a
         participating interest in any of the Loans to a participant, and such
         participant is the Borrower or an Affiliate of the Borrower, then such
         transferor Lender shall promptly notify the Agent of the sale of such
         participation. A transferor Lender shall have no right to vote as a
         Lender hereunder or under any of the other Loan Documents for purposes
         of granting consents or waivers or for purposes of agreeing to
         amendments or modifications to any of the Loan Documents or for
         purposes of making requests to the Agent pursuant to Section 8.3 to
         the extent that such participation is beneficially owned by the
         Borrower or any Affiliate of the Borrower, and the determination of
         the Required Lenders shall for all purposes of this Agreement and the
         other Loan Documents be made without regard to the interest of such
         transferor Lender in the Loans to the extent of such participation.





                                      -64-
<PAGE>   66
                 SECTION 9.11. COPIES, ETC. The Agent shall give prompt notice
         to each Lender of each notice or request required or permitted to be
         given to the Agent by the Borrower pursuant to the terms of this
         Agreement (unless concurrently delivered to the Lenders by the
         Borrower). The Agent will distribute to each Lender each document or
         instrument received for its account and copies of all other
         communications received by the Agent from the Borrower for
         distribution to the Lenders by the Agent in accordance with the terms
         of this Agreement.

                                  ARTICLE 10.
                            MISCELLANEOUS PROVISIONS

                 SECTION 10.1. WAIVERS, AMENDMENTS, ETC. The provisions of this
         Agreement and of each other Loan Document may from time to time be
         amended, modified or waived, if such amendment, modification or waiver
         is in writing and consented to by the Borrower and the Required
         Lenders; provided, however, that no such amendment, modification or
         waiver which would:

                          (a)     modify any requirement hereunder that any
                 particular action be taken by all the Lenders or by the
                 Required Lenders shall be effective unless consented to by
                 each Lender;

                          (b)     modify this Section 10.1, change the
                 definition of "REQUIRED LENDERS", increase any Commitment
                 Amount or change the Percentage of any Lender, reduce any fees
                 described in Article III, release any collateral security,
                 except as otherwise specifically provided in any Loan Document
                 or extend any Commitment Termination Date shall be made
                 without the consent of each Lender and each holder of a Note;

                          (c)     extend the due date for, or reduce or forgive
                 the amount of, any scheduled reduction of the Commitment
                 Amount or any scheduled repayment or prepayment of principal
                 of or interest on any Loan (or reduce the principal amount of
                 or rate of interest on any Loan) shall be made without the
                 consent of the holder of that Note evidencing such Loan; or

                          (d)     affect adversely the interests, rights or
                 obligations of the Agent qua the Agent shall be made without
                 consent of the Agent

No failure or delay on the part of the Agent, any Lender or the holder of any
Note in exercising any power or right under this Agreement or any other Loan
Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power or right preclude any other or further exercise
thereof or the exercise of any other power or right. No notice to or demand on
the





                                      -65-
<PAGE>   67
Borrower in any case shall entitle it to any notice or demand in similar or
other circumstances. No waiver or approval by the Agent, any Lender or the
holder of any Note under this Agreement or any other Loan Document shall,
except as may be otherwise stated in such waiver or approval, be applicable to
subsequent transactions. No waiver or approval hereunder shall require any
similar or dissimilar waiver or approval thereafter to be granted hereunder.

                 SECTION 10.2. NOTICES. All notices and other communications
         provided to any party hereto under this Agreement or any other Loan
         Document shall be in writing or by Telex or by facsimile and
         addressed, delivered or transmitted to such party at its address,
         Telex or facsimile number set forth below its signature hereto or, if
         applicable, set forth in such Lender's Lender Assignment Agreement or
         at such other address, Telex or facsimile number as may be designated
         by such party in a notice to the other parties. Any notice, if mailed
         and properly addressed with postage prepaid or if properly addressed
         and sent by prepaid courier service, shall be deemed given when
         received; any notice, if transmitted by Telex or facsimile, shall be
         deemed given when transmitted (answerback confirmed in the case of
         Telexes).

                 SECTION 10.3. PAYMENT OF COSTS AND EXPENSES. The Borrower
         agrees to pay on demand all reasonable expenses of the Agent
         (including the fees and reasonable out-of-pocket expenses of counsel
         to the Agent and of local counsel) in connection with:

                          (a)     the negotiation, preparation, syndication,
                 execution and delivery of this Agreement and of each other
                 Loan Document, including schedules and exhibits, and any
                 amendments, waivers, consents, supplements or other
                 modifications to this Agreement or any other Loan Document as
                 may from time to time hereafter be required, whether or not
                 the transactions contemplated hereby are consummated;

                          (b)     the filing, recording, refiling or
                 rerecording of the Security Agreement and any Uniform
                 Commercial Code financing statements relating thereto and all
                 amendments, supplements and modifications to any thereof and
                 any and all other documents or instruments of further
                 assurance required to be filed or recorded or refiled or
                 rerecorded by the terms hereof or of the Security Agreement;
                 and

                          (c)     the preparation and review of the form of any
                 document or instrument relevant to this Agreement or any other
                 Loan Document.


                                      -66-
<PAGE>   68
The Borrower further agrees to pay, and to save the Agent and the Lenders
harmless from all liability for, any stamp or other taxes which may be payable
in connection with the execution or delivery of this Agreement, the borrowings
hereunder, or the issuance of the Notes or any other Loan Documents. The
Borrower also agrees to reimburse the Agent and each Lender upon demand for all
reasonable out-of-pocket expenses (including reasonable attorneys' fees and
disbursements) incurred by the Agent or such Lender in connection with (x) the
negotiation of any restructuring or "WORK-OUT", whether or not consummated, of
any Obligations and (y) the enforcement of any Obligations.

                 SECTION 10.4. INDEMNIFICATION. In consideration of the
         execution and delivery of this Agreement by each Lender and the
         extension of the Commitments, the Borrower hereby indemnifies,
         exonerates and holds the Agent and each Lender and each of their
         respective officers, directors, employees and agents (collectively,
         the "INDEMNIFIED PARTIES") free and harmless from and against any and
         all actions, causes of action, suits, losses, costs, liabilities and
         damages, and expenses incurred in connection therewith (irrespective
         of whether any such Indemnified Party is a party to the action for
         which indemnification hereunder is sought), including reasonable
         attorneys' fees and disbursements (collectively, the "INDEMNIFIED
         LIABILITIES"), incurred by the Indemnified Parties or any of them as a
         result of, or arising out of, or relating to:

                          (a)     any transaction financed or to be financed in
                 whole or in part, directly or indirectly, with the proceeds of
                 any Loan;

                          (b)     the entering into and performance of this
                 Agreement and any other Loan Document by any of the
                 Indemnified Parties (including any action brought by or on
                 behalf of the Borrower as the result of any determination by
                 the Required Lenders pursuant to Article V not to fund any
                 Borrowing);

                          (c)     any investigation, litigation or proceeding
                 related to any environmental cleanup, audit, compliance or
                 other matter relating to the protection of the environment or
                 the Release by the Borrower or any of its Subsidiaries of any
                 Hazardous Materials; or

                          (d)     the presence on or under, or the escape,
                 seepage, leakage, spillage, discharge, emission, discharging
                 or releases from, any real property owned or operated by the
                 Borrower or any of its Subsidiaries of any Hazardous Materials
                 (including any losses, liabilities, damages, injuries, costs,
                 expenses or claims asserted or arising under any Environmental
                 Law), regardless of whether caused by, or within the control
                 of, the Borrower or such Subsidiaries,


                                      -67-
<PAGE>   69
except for any such Indemnified Liabilities arising for the account of a
particular Indemnified Party solely by reason of the relevant Indemnified
Party's gross negligence or willful misconduct. If and to the extent that the
foregoing undertaking may be unenforceable for any reason, the Borrower hereby
agrees to make the maximum contribution to the payment and satisfaction of each
of the Indemnified Liabilities which is permissible under applicable law.

                 SECTION 10.5. SURVIVAL. The Obligations of the Borrower under
         Sections 4.3, 4.4, 4.5, 4.6, 10.3 and 10.4, and the obligations of the
         Lenders under Section 9 shall in each case survive any termination of
         this Agreement, the payment in full of all of the Obligations and the
         termination of all of the Commitments. The representations and
         warranties made by the Borrower and the General Partner in this
         Agreement and in each other Loan Document shall survive the execution
         and delivery of this Agreement and each such other Loan Document.

                 SECTION 10.6. SEVERABILITY. Any provision of this Agreement or
         any other Loan Document which is prohibited or unenforceable in any
         jurisdiction shall, as to such provision and such jurisdiction, be
         ineffective to the extent of such prohibition or unenforceability
         without invalidating the remaining provisions of this Agreement or
         such Loan Document or affecting the validity or enforceability of such
         provision in any other jurisdiction.

                 SECTION 10.7. HEADINGS. The various headings of this Agreement
         and of each other Loan Document are inserted for convenience only and
         shall not affect the meaning or interpretation of this Agreement or
         such other Loan Document or any provisions hereof or thereof.

                 SECTION 10.8. EXECUTION IN COUNTERPARTS, EFFECTIVENESS. This
         Agreement may be executed by the parties hereto in several
         counterparts, by hand or facsimile signatures, each of Which shall be
         deemed to be an original and all of which, when taken together, shall
         constitute one and the same agreement. This Agreement shall become
         effective when counterparts hereof executed on behalf of the Borrower,
         the General Partner and each Lender (or notice thereof satisfactory to
         the Agent) shall have been received by the Agent and notice thereof
         shall have been given by the Agent to the Borrower, the General
         Partner and each Lender.

                 SECTION 10.9. GOVERNING IN LAW; ENTIRE AGREEMENT. THIS
         AGREEMENT, THE NOTES AND EACH OTHER LOAN DOCUMENT SHALL EACH BE DEEMED
         TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
         STATE OF CONNECTICUT WITHOUT GIVING EFFECT TO THE CHOICE OF LAW
         PROVISIONS THEREOF. This Agreement, the Notes and the other


                                      -68-
<PAGE>   70
         Loan Documents constitute the entire understanding among the parties
         hereto with respect to the subject matter hereof and supersede any
         prior agreements, written or oral, with respect thereto.

                 SECTION 10.10. SUCCESSORS AND ASSIGNS. This Agreement shall be
         binding upon and shall inure to the benefit of the parties hereto and
         their respective successors and assigns provided, however, that:

                          (a)     the Borrower may not assign or transfer its
                 rights or obligations hereunder without the prior written
                 consent of the Agent and all Lenders; and

                          (b)     the rights of sale, assignment and transfer
                 of the Lenders are subject to Section 10.11.

                 SECTION 10.11. SALE AND TRANSFER OF LOANS AND NOTES;
         PARTICIPATION IN LOANS AND NOTES. Each Lender may assign, or sell
         participations in, its Loans and Commitments to one or more other
         Persons in accordance with this Section 10.11.

                          SECTION 10.11.1. ASSIGNMENTS. Any Lender may at any
                 time assign and delegate to one or more commercial banks or
                 other financial institutions (each Person to whom such
                 assignment and delegation is to be made, being hereinafter
                 referred to as an "ASSIGNEE LENDER"), a percentage of such
                 Lender's total Loans and Commitments (which assignment and
                 delegation shall be of a constant, and not a varying,
                 percentage of the assigning Lender's Loans and Commitments);
                 provided, that, (i) the aggregate principal amount of Loans
                 and Commitments to be assigned at any one time is at least
                 equal to $5,000,000.00, (ii) after giving effect to any such
                 assignment, in the case of Shawmut, Shawmut shall continue to
                 be the registered holder of an aggregate principal amount of
                 Loans and Commitments at least equal to $12,500,000.00
                 multiplied by a fraction the numerator of which is equal to
                 $25,000,000 minus the aggregate principal amount of scheduled
                 repayments of Loans made by the Borrower as, of the time of
                 the assignment and the denominator of which is $25,000,000,
                 (iii) Shawmut (or any subsequent Lender who is Agent) shall
                 never hold an aggregate principal amount of Loans and
                 Commitments which is less than any other lender holds and
                 (iv), in the case of a Lender, such Lender shall continue to
                 be the registered holder of at least fifty percent (50%) of
                 the aggregate principal amount of Loans and Commitments
                 originally held by such Lender. Each Assignee Lender must
                 furnish if applicable, the withholding tax exemption forms
                 required under Section 4.6. Additionally, the Borrower and the
                 Agent shall be entitled to continue to deal solely and
                 directly


                                      -69-
<PAGE>   71
                 with such Lender in connection with the interests so assigned
                 and delegated to an Assignee Lender until:

                          (a)     written notice of such assignment and
                 delegation, together with payment instructions, addresses and
                 related information with respect to such Assignee Lender,
                 shall have been given to the Borrower and the Agent by such
                 Lender and such Assignee Lender;

                          (b)     such Assignee Lender shall have executed and
                 delivered to the Borrower and the Agent a Lender Assignment
                 Agreement, accepted by the Agent; and

                          (c)     the processing fees described below shall
                 have been paid.

From and after the date that the Agent accepts a Lender Assignment Agreement,
(x) the Assignee Lender thereunder shall be deemed automatically to have become
a party hereto and to the extent that rights and obligations hereunder have
been assigned and delegated to such Assignee Lender in connection with such
Lender Assignment Agreement, shall have the rights and obligations of a Lender
hereunder and under the other Loan Documents; and (y) the assigning Lender, to
the extent that rights and obligations hereunder have been assigned and
delegated by it in connection with such Lender Assignment Agreement, shall be
released from its obligations hereunder and under the other Loan Documents.
Within five Business Days after its receipt of notice that the Agent has
received an executed Lender Assignment Agreement, the Borrower shall execute
and deliver to the Agent (for delivery to the relevant Assignee Lender) new
Notes evidencing such Assignee Lender's assigned Loans and Commitments and, if
the assigning Lender has retained Loans and Commitments hereunder, replacement
Notes in the principal amount of the Loans and Commitments retained by the
assigning Lender hereunder (such Notes to be in exchange for, but not in
payment of, those Notes then held by the assigning Lender). Each such Note
shall be dated the date of the predecessor Notes. The assigning Lender shall
mark the predecessor Notes "EXCHANGED" and deliver them to the Borrower.
Accrued interest on that part of the predecessor Notes evidenced by the new
Notes, and accrued fees, shall be paid as provided in the Lender Assignment
Agreement. Accrued interest on that part of the predecessor Notes evidenced by
the replacement Notes shall be paid to the assigning Lender. Accrued interest
and accrued fees shall be paid at the same time or time provided in the
predecessor Notes and in this Agreement. The assigning Lender or the Assignee
Lender must also pay a processing fee to the Agent upon delivery of any Lender
Assignment Agreement in the amount of $2,500. Any attempted assignment and
delegation not made in accordance with this Section 10.11.1 shall be null and
void. Nothing in this Section 10.11.1 shall prevent or prohibit any Lender from
pledging its rights (but not its obligations


                                      -70-
<PAGE>   72
to make Loans) under this Agreement and/or its Loans and/or its Notes hereunder
to a Federal Reserve Bank in support of borrowings made by such Lender from
such Federal Reserve Bank.

                          SECTION 10.11.2. PARTICIPATIONS. Any Lender may at
                 any time sell to one or more commercial banks or other Persons
                 (each of such commercial banks and other Persons being herein
                 called a "PARTICIPANT") participating interests in any of the
                 Loans, Commitments, or other interests of such Lender
                 hereunder; provided, however, that:

                                  (a)      no participation contemplated in
                          this Section 10.11.2 shall relieve such Lender from
                          its Commitments or its other obligations hereunder or
                          under any other Loan Document;

                                  (b)      such Lender shall remain solely
                          responsible for the performance or its Commitments
                          and such other obligations;

                                  (c)      the Borrower and the Agent shall
                          continue to deal solely and directly with such Lender
                          in connection with such Lender's rights and
                          obligations under this Agreement and each of the
                          other Loan Documents;

                                  (d)      no Participant, unless such
                          Participant is an Affiliate of such Lender, or is
                          itself a Lender, shall be entitled to require such
                          Lender to take or refrain from taking any action
                          hereunder or under any other Loan Document, except
                          that such Lender may agree with any Participant that
                          such Lender will not, without such Participant's
                          consent, take any action of the type described in
                          clause (b) or (c) of Section 10.1; and

                                  (e)      the Borrower shall not be required
                          to pay any amount under Section 4.6 that is greater,
                          than the amount which it would have been required to
                          pay had no participating interest been sold.

The Borrower acknowledges and agrees that each Participant, for purposes of
Sections 4.3, 4.4, 4.5, 4.6, 4.8, 4.9, 10.3 and 10.4, shall be considered a
Lender

                 SECTION 10.12. OTHER TRANSACTIONS. Nothing contained herein
         shall preclude the Agent or any other Lender from engaging in any
         transaction, in addition to those contemplated by this Agreement or
         any other Loan Document, with the Borrower or any of its Affiliates in
         which


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<PAGE>   73
         the Borrower or such Affiliate is not restricted hereby from engaging
         with any other Person.

                 SECTION 10.13. NONRECOURSE OBLIGATIONS. Anything contained in
         this Agreement, the Notes or the other Loan Documents to the contrary
         notwithstanding, in any action or proceeding brought on this
         Agreement, the Notes, the other Loan Documents or the Indebtedness
         evidenced by the Notes, no deficiency judgment shall be enforced
         against the separate assets of the General Partner (other than
         distributions to the General Partner made in violation of Section
         7.2.6 or 7.2.7 hereof), and the liability of the General Partner for
         any amounts due under this Agreement, the Notes and the other Loan
         Documents shall be limited to the interest of the General Partner in
         the collateral described in the Loan Documents, its interest in any
         other assets of the Borrower and any distributions made in violation
         of Section 7.2.6 or 7.2.7. Subject to the preceding sentence, the
         Agent may join any present or future general partners of the Borrower
         in their capacities as general partners, as defendants in any legal
         action it undertakes to enforce the Agent's and the Lenders' rights
         and remedies under this Agreement, the Notes and the other Loan
         Documents. Notwithstanding the foregoing, nothing set forth herein
         shall be deemed to prohibit the Agent and the Lenders from taking
         legal action(s) and enforcing any judgment arising therefrom against a
         present or future general partner of the Borrower arising by reason of
         any fraud or intentional misconduct of such general partner.

                 SECTION 10.14. CONSENT TO JURISDICTION. THE BORROWER HEREBY
         AGREES THAT ANY LITIGATION BROUGHT BY THE AGENT OR THE LENDERS AND
         BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
         AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE
         OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE
         AGENT, THE LENDERS, THE GENERAL PARTNER OR THE BORROWER SHALL BE
         BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF CONNECTICUT OR IN
         THE UNITED STATES DISTRICT COURT FOR CONNECTICUT; PROVIDED, HOWEVER,
         THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER
         PROPERTY MAY BE BROUGHT, AT THE AGENT'S OPTION, IN THE COURTS OF ANY
         JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. THE
         BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION
         OF THE COURTS OF THE STATE OF CONNECTICUT AND OF THE UNITED STATES
         DISTRICT COURT FOR CONNECTICUT FOR THE PURPOSE OF ANY SUCH LITIGATION
         AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY
         NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH
         LITIGATION.


                                      -72-
<PAGE>   74
         THE BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY
         REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE TO THE
         BORROWER'S ADDRESS PROVIDED HEREIN. THE BORROWER HEREBY EXPRESSLY AND
         IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
         OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF
         VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO
         ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
         INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER
         MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
         LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO
         JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO
         ITSELF OR ITS PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES SUCH
         IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE
         OTHER LOAN DOCUMENTS.

                 SECTION 10.15. WAIVER OF JURY TRIAL, ETC. THE AGENT, THE
         LENDERS AND THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND
         INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN
         RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR
         IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY
         COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR
         WRITTEN) OR ACTIONS OF THE AGENT, THE LENDERS, THE GENERAL PARTNER OR
         THE BORROWER. THE BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS
         RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND
         EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A
         PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENT
         AND THE LENDERS ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER LOAN
         DOCUMENT. EXCEPT AS PROHIBITED BY LAW, THE BORROWER HEREBY WAIVES ANY
         RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN
         THE FIRST SENTENCE OF THIS SECTION 10.15 ANY SPECIAL, EXEMPLARY,
         PUNITIVE, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN
         ADDITION TO, ACTUAL DAMAGES IN THE ABSENCE OF A COURT OF COMPETENT
         JURISDICTION'S FINAL NON-APPEALABLE FINDING THAT SUCH CLAIM AROSE
         SOLELY AS A DIRECT RESULT OF THE AGENT'S AND/OR LENDERS' NEGLIGENCE OR
         WILLFUL MISCONDUCT AND, IN THE CASE OF SUCH A FINDING, THE AGENT OR
         LENDERS, AS THE CASE MAY BE, SHALL PAY ALL REASONABLE ATTORNEY'S


                                      -73-
<PAGE>   75
         FEES AND COSTS INCURRED BY THE BORROWER IN CONNECTION WITH SUCH
         FINDINGS. THE BORROWER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
         ATTORNEY OF THE AGENT OR THE LENDERS HAS REPRESENTED, EXPRESSLY OR
         OTHERWISE, THAT THE AGENT OR THE LENDERS WOULD NOT SEEK TO ENFORCE THE
         FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT THE AGENT AND THE LENDERS
         HAVE BEEN INDUCED TO ENTER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
         TO WHICH THEY ARE A PARTY BY, AMONG OTHER THINGS, THE WAIVERS AND
         CERTIFICATIONS CONTAINED HEREIN.

                 SECTION 10.16. PREJUDGMENT REMEDY WAIVER. THE BORROWER
         ACKNOWLEDGES THAT THE FINANCING EVIDENCED HEREBY IS A COMMERCIAL
         TRANSACTION WITHIN THE MEANING OF CHAPTER 903a OF THE CONNECTICUT
         GENERAL STATUTES. THE BORROWER HEREBY WAIVES ITS RIGHT TO NOTICE AND
         PRIOR COURT HEARING OR COURT ORDERED UNDER CONNECTICUT GENERAL
         STATUTES SECTIONS 52-a ET. SEQ. AS AMENDED OR UNDER ANY OTHER STATE OR
         FEDERAL LAW WITH RESPECT TO ANY AND ALL PREJUDGMENT REMEDIES THE AGENT
         AND/OR LENDERS MAY EMPLOY TO ENFORCE THEIR RIGHTS AND REMEDIES
         HEREUNDER. MORE SPECIFICALLY, THE BORROWER ACKNOWLEDGES THAT THE
         AGENT'S AND/OR LENDERS' ATTORNEY MAY, PURSUANT TO CONNECTICUT GENERAL
         STATUTES SECTION 52-278f, ISSUE A WRIT FOR A PREJUDGMENT REMEDY
         WITHOUT SECURING A COURT ORDER. THE BORROWER ACKNOWLEDGES AND RESERVES
         ITS RIGHT TO NOTICE AND A HEARING SUBSEQUENT TO THE ISSUANCE OF A WRIT
         FOR PREJUDGMENT REMEDY AS AFORESAID AND THE AGENT AND LENDERS
         ACKNOWLEDGES BORROWER'S RIGHT TO SAID HEARING SUBSEQUENT TO THE
         ISSUANCE OF SAID WRIT.

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                                      -74-
<PAGE>   76
         IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed on the day and year first above written.

Signed, Sealed and Delivered
In the Presence Of:
                                  CABLE TV FUND 11-B, LTD.
                                  By:  Jones Intercable, Inc.,
                                       Its General Partner

/s/ KATHERINE A. LEVOY            By: /s/ J. ROY POTTLE
----------------------------         --------------------------
                                       Name: J. Roy Pottle
                                       Title: Treasurer
/s/ DOLORES M. GILLESPIE               Address:  9697 East Mineral Avenue
----------------------------                     Englewood, CO 80112 
                                       Facsimile: (303) 790-7324

                                  SHAWMUT BANK CONNECTICUT, N.A.,
                                  Individually and as Agent

                                  By: /s/ ROBERT F. WEST
----------------------------         --------------------------
                                       Name: Robert F. West
                                       Title: Director
                                       Address:  777 Main Street
----------------------------                     Hartford, CT 06115
                                       Facsimile: (203) 986-5367
                                       Lender's Percentage: 50%

                                  CREDIT LYONNAIS CAYMAN ISLAND
                                  BRANCH

                                  By: /s/ JAMES E. MORRIS
----------------------------         --------------------------
                                       Name: James E. Morris
                                       Title: Authorized Signature
                                       Address:  c/o Credit Lyonnais New York
----------------------------                     Branch
                                                 1301 Avenue of the Americas
                                                 New York, NY 10019
                                       Facsimile: (212) 261-3421
                                       Lender's Percentage: 50%






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