<PAGE>

                                                                 EXHIBIT 10.1.12

            THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


     THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of
June 22, 2001, by and among SCIENTIFIC-ATLANTA, INC. (the "Borrower"), each of
the financial institutions party hereto as "Lenders", THE BANK OF NEW YORK and
ABN AMRO BANK N.V., acting through its Atlanta Agency, as Co-Agents (the "Co-
Agents"), and BANK OF AMERICA, N.A., successor to NationsBank, N.A., successor
to NationsBank, N.A. (South), formerly known as NationsBank of Georgia, National
Association, as Agent (the "Agent").

     WHEREAS, the Borrower, the financial institutions party thereto as
"Lenders", the Co-Agents and the Agent are parties to that certain Amended and
Restated Credit Agreement dated as of May 7, 1999, as amended as of June 22,
1999 and as of May 5, 2000 (as amended and in effect immediately prior to the
date hereof, the "Credit Agreement"); and

     WHEREAS, the parties hereto desire to amend certain provisions of the
Credit Agreement on the terms and conditions contained herein.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties hereto, the parties
hereto hereby agree as follows:

     Section 1.  Specific Amendments to Credit Agreement. The parties hereto
                 ---------------------------------------
agree that the Credit Agreement is amended as follows:

     (a) The definition of the term "Facility B Commitment Amount" contained in
Section 1.1. of the Credit Agreement is hereby deleted in its entirety and the
following substituted in its place:

          "Facility B Commitment Amount" means $50,000,000, as the same may be
           ----------------------------
     reduced or increased from time to time pursuant to the terms of this
     Agreement.

     (b) The definition of the term "Facility B Termination Date" contained in
Section 1.1. of the Credit Agreement is hereby deleted in its entirety and the
following substituted in its place:

     "Facility B Termination Date" means June 21, 2002, or such later date to
      ---------------------------
     which such date may be extended under Section 2.12.

     (c) The following new Section 2.15. is added to the Credit Agreement
immediately following Section 2.14. thereof:
<PAGE>

     Section 2.15.  Increase of Facility B Commitments.
                    ----------------------------------

               The Borrower shall have the right to request increases in the
     aggregate amount of the Facility B Commitments by providing written notice
     to the Agent, which notice shall be irrevocable once given; provided,
                                                                 --------
     however, that after giving effect to any such increases the aggregate
     -------
     amount of the Facility B Commitments shall not exceed $250,000,000).  Each
     such increase in the Facility B Commitments must be an aggregate minimum
     amount of $50,000,000 and integral multiples of $10,000,000 in excess
     thereof.  The Agent shall promptly notify each Lender of any such request.
     Each existing Lender shall have the right to increase its Facility B
     Commitment, or to make one available, as the case may be, so long as such
     Lender's Commitment Percentage shall not be increased as a result of the
     exercise of such right.  Each Lender shall notify the Agent within 10
     Business Days after receipt of the Agent's notice whether such Lender
     wishes to increase the amount of its, or make available a, Facility B
     Commitment.  If a Lender fails to deliver any such notice to the Agent
     within such time period, then such Lender shall be deemed to have declined
     to increase its, or make available a, Facility B Commitment.  No Lender
     shall be obligated in any way whatsoever to increase its, or make available
     a, Facility B Commitment.  If a new Lender becomes a party to this
     Agreement, or if any existing Lender agrees to increase its, or make
     available a, Facility B Commitment, such Lender shall on the date it
     becomes a Lender hereunder (or in the case of an existing Lender, increases
     its, or makes available a, Facility B Commitment) (and as a condition
     thereto) purchase from the other Lenders its pro rata share (determined
     with respect to the Lenders' relative Facility B Commitments and after
     giving effect to the increase of Facility B Commitments) of any outstanding
     Facility B Loans, by making available to the Agent for the account of such
     other Lenders at the Principal Office, in same day funds, an amount equal
     to the sum of (A) the portion of the outstanding principal amount of such
     Facility B Loans to be purchased by such Lender plus (B) interest accrued
     and unpaid to and as of such date on such portion of the outstanding
     principal amount of such Facility B Loans.  The Borrower shall pay to the
     Lenders amounts payable, if any, to such Lenders under Section 4.4. as a
     result of the prepayment of any such Facility B Loans.  No increase of the
     Facility B Commitments may be effected under this Section if either (x) a
     Default or Event of Default shall be in existence on the effective date of
     such increase or (y) any representation or warranty made or deemed made by
     the Borrower or any other Loan Party in any Loan Document to which any such
     Loan Party is a party is not (or would not be) true or correct on the
     effective date of such increase except to the extent that such
     representations and warranties expressly relate solely to an earlier date
     (in which case such representations and warranties shall have been true and
     accurate on and as of such earlier date) and except for changes in factual
     circumstances specifically and expressly permitted hereunder.  In
     connection with any increase in the aggregate amount of the Facility B
     Commitments pursuant to this Section (a) any Lender becoming a party hereto
     shall execute such documents and agreements as the Agent may reasonably
     request and (b) the Borrower shall make appropriate arrangements so that
     each new Lender, and any existing Lender increasing its, or making
     available a, Facility B Commitment, receives a new or replacement
     Syndicated Note, as appropriate, in the aggregate amount of such Lender's
     Facility A and Facility B Commitments within 2 Business Days of the

                                      -2-
<PAGE>

     effectiveness of the applicable increase in the aggregate amount of
     Facility B Commitments.

     (d) Section 7.9. of the Credit Agreement is hereby deleted in its entirety
and the following substituted in its place:

           Section 7.9.  Additional Material Subsidiaries.
                         --------------------------------

           (a) Generally.  Upon the acquisition, incorporation or other
               ---------
     creation of a Material Subsidiary after the Agreement Date, the Borrower
     shall deliver to the Agent each of the following in form and substance
     satisfactory to the Agent: (a) except as otherwise provided under Section
     3.13., a Guaranty executed by such Material Subsidiary, (b) if such
     Material Subsidiary is a Foreign Subsidiary, a Pledge Agreement executed by
     the Borrower or other Subsidiary owning the capital stock of such Material
     Subsidiary if and to the extent required under Section 3.13., together with
     such capital stock and (c) the items that would have been delivered under
     Sections 5.1.(g), (l) through (o) and (q) if such Material Subsidiary had
     been one on the Agreement Date.

           (b) Timing of Delivery.  The Borrower shall deliver the items
               ------------------
     required to be delivered to the Agent under the immediately preceding
     subsection (a) as follows:

               (i)  For any Material Subsidiary acquired, incorporated or
          otherwise created during any period that any Bid Rate Loans,
          Syndicated Loans, Letters of Credit, or Reimbursement Obligations are
          outstanding or the Lenders have reserved any portion of their Facility
          A Commitments to enhance Commercial Paper pursuant to Section 2.13.,
          within 30 days of the acquisition, incorporation or creation of such
          Material Subsidiary; and

               (ii) For any Material Subsidiary acquired, incorporated or
          otherwise created during any other period, no later than the date the
          Borrower is required to deliver its certificate under Section 8.3.
          with respect to the fiscal quarter during which such Material
          Subsidiary was acquired, incorporated or otherwise created (or with
          respect to the Fiscal Year of the Borrower during which such Material
          Subsidiary was acquired, incorporated or otherwise created if the
          Material Subsidiary was acquired, incorporated or otherwise created
          during the fourth fiscal quarter of the Fiscal Year of the Borrower).

     Notwithstanding the immediately preceding subsection (ii), if no Bid Rate
     Loans, Syndicated Loans, Letters of Credit, or Reimbursement Obligations
     are outstanding and no Lender has reserved any portion of its Facility A
     Commitment to enhance Commercial Paper pursuant to Section 2.13. at the
     time the Borrower gives the Agent a Notice of Borrowing, Bid Rate Quote
     Request, request for issuance of a Letter of Credit pursuant to Section
     2.3.(c) or request for credit enhancement pursuant to Section 2.13.(b), the
     Borrower shall, within 30 days of the date of such Notice of Borrowing, Bid
     Rate Quote Request, request for issuance of a Letter of Credit or request
     for credit enhancement,

                                      -3-
<PAGE>

     deliver the items required to be delivered to the Agent under the
     immediately preceding subsection (a) for any Material Subsidiary acquired,
     incorporated or otherwise created before such Notice of Borrowing, Bid Rate
     Quote Request, request for issuance of a Letter of Credit or request for
     credit enhancement.

     (e) Section 8.4. of the Credit Agreement is hereby amended by adding the
following new paragraph at the end of such Section:

          Notwithstanding the foregoing, during any period that no Bid Rate
          Loans, Syndicated Loans, Letters of Credit, or Reimbursement
          Obligations are outstanding and no Lender has reserved any portion of
          its Facility A Commitment to enhance Commercial Paper pursuant to
          Section 2.13., the Borrower shall not be required to deliver notice of
          the occurrence of an event described in the immediately preceding
          subsections (a), (b) and (d) through (h) until the date the Borrower
          is required to deliver its certificate under Section 8.3. with respect
          to the fiscal quarter during which such event occurred.

     (f) Section 9.3. of the Credit Agreement is hereby deleted in its entirety
and the following substituted in its place:

           Section 9.3.  Investments; Acquisitions.
                         -------------------------

           (i) Acquire or purchase, or permit any Subsidiary to acquire or
     purchase, all or substantially all of the assets constituting the business
     or a division or operating unit of any Person or (ii) acquire, make or
     purchase, or permit any Subsidiary to acquire, make or purchase, any
     Investment or (iii) permit any Investment of the Borrower or any Subsidiary
     to be outstanding on and after the Agreement Date other than the following:

          (a) Investments in Subsidiaries in existence on the Agreement Date and
     disclosed on Schedule 6.1.(b), together with any increases in such
     Investments after the Agreement Date in Material Subsidiaries;

          (b) Investments that constitute Indebtedness permitted under
     Section 9.2.;

          (c) Loans and advances to employees for moving, entertainment, travel
     and other similar expenses in the ordinary course of business consistent
     with past practices not to exceed $10,000,000 in the aggregate at any one
     time;

          (d) Investments in "Eligible Investments" described in, and in
     accordance with, the Borrower's Cash Investment Policy, a copy of which as
     in effect on the Agreement Date is attached as Exhibit M, as such Cash
     Investment Policy is amended or otherwise modified from time to time on
     terms not inconsistent with the Cash Investment Policy as currently in
     effect;

                                      -4-
<PAGE>

          (e) Acquisitions or purchases by the Borrower or any Material
     Subsidiary of all or substantially all of the assets constituting the
     business or a division or operating unit of any Person, and the making of
     Investments in Material Subsidiaries which Investments are not otherwise
     subject to any of the preceding subsections; provided, however, that during
                                                  --------  -------
     any Fiscal Year, (A) the amount of cash paid, together with the fair market
     value of all other assets (excluding assets of the type described in the
     following clause (B)) conveyed, by the Borrower and its Material
     Subsidiaries in consideration for such acquisitions, purchases and
     Investments shall not exceed $150,000,000 in the aggregate and (B) the
     market value of all capital stock, warrants and options to acquire capital
     stock, of the Borrower conveyed by the Borrower in consideration for such
     acquisitions, purchases and Investments shall not exceed $400,000,000 in
     the aggregate; provided, further, however, neither the Borrower nor any
                    --------  -------  -------
     Material Subsidiary shall effect any one such acquisition, purchase or
     Investment (or series of related acquisitions, purchases or Investments)
     without the prior written consent of the Requisite Lenders if the market
     value of the capital stock, warrants and options to acquire capital stock,
     of the Borrower to be conveyed by the Borrower in consideration for such
     acquisition, purchase or Investment equals or exceeds $300,000,000 in the
     aggregate; and

          (f) Acquisitions or purchases by any Subsidiary that is not a Material
     Subsidiary of all or substantially all of the assets constituting the
     business or a division or operating unit of any Person, and the making by
     the Borrower or any Subsidiary after the Agreement Date of Investments in
     Persons that are not Material Subsidiaries; provided, however, (A) the
                                                 --------  -------
     aggregate consideration paid (excluding any Indebtedness assumed in
     connection with such acquisition, purchase or Investment) for such
     acquisitions, purchases and Investments and (B) the aggregate amount of
     increases after the Agreement Date in Investments in such Persons that are
     not Material Subsidiaries existing as of the Agreement Date, shall not
     exceed $100,000,000 in the aggregate during any Fiscal Year and
     $300,000,000 during the term of this Agreement.  If after the Agreement
     Date, (x) any Person that is not a Material Subsidiary the Investment in
     which is subject to the limitations of this subsection shall become a
     Material Subsidiary and the Loan Documents required to be delivered under
     Section 7.9. are so delivered or (y) the Borrower, at its election,
     delivers the Loan Documents that would be required to be delivered under
     Section 7.9. if such Person were a Material Subsidiary, then the Investment
     in, and any increase therein, such Person shall be excluded from the
     limitations of this subsection; and

          (g) Investments in direct or indirect wholly-owned Material
     Subsidiaries of the Borrower or in Subsidiaries that will become direct or
     indirect wholly-owned Material Subsidiaries of the Borrower after giving
     effect to such Investment.

     All cash, the market value of all capital stock, warrants and options to
     acquire capital stock, of the Borrower and the fair market value of all
     other assets conveyed by the Borrower as consideration for any transaction
     of merger or consolidation effected by the Borrower or a Subsidiary and
     which is permitted under Section 9.6.(vii), shall be

                                      -5-
<PAGE>

     included in determinations of the Borrower's compliance with the preceding
     subsections (e) and (f).

     (g) Section 9.6. of the Credit Agreement is hereby deleted in its entirety
and the following substituted in its place:

          Section 9.6.  Merger, Consolidation, Sales of Assets and Other
                         ------------------------------------------------
          Arrangements.
          ------------

          The Borrower shall not, and shall not permit any Subsidiary or any
     other Loan Party to (a) enter into any transaction of merger or
     consolidation with any Person; (b) liquidate, wind-up or dissolve itself
     (or suffer any liquidation or dissolution); or (c) convey, sell, lease,
     sublease, transfer or otherwise dispose of, in one transaction or a series
     of transactions, all or any part of its business or assets, including
     capital stock of or other equity interests in any of its Subsidiaries,
     whether now owned or hereafter acquired; provided, however, that:
                                              --------  -------

               (i)   Subsidiaries of the Borrower may merge or consolidate with
          the Borrower and with other Subsidiaries of the Borrower;

               (ii)  a Subsidiary may sell, transfer or dispose of its assets to
          the Borrower or another Subsidiary of the Borrower;

               (iii) the Borrower, its Subsidiaries and the other Loan Parties
          may sell inventory in the ordinary course of business;

               (iv)  the Borrower may sell its accounts receivable on a non-
          recourse basis in an aggregate amount not to exceed $100,000,000 at
          any time;

               (v)   the Borrower and its Subsidiaries may, during any Fiscal
          Year, sell, transfer or otherwise dispose of assets (excluding the
          capital stock of any Subsidiary) having an aggregate book value in an
          amount not to exceed 10% of the total book value of the assets of the
          Borrower and its Subsidiaries taken as a whole;

               (vi)  the Borrower and its Subsidiaries may, during any Fiscal
          Year, enter into sale and leaseback transactions covering fixed or
          capital property which collectively cover property having an aggregate
          fair market value, as determined for each item of property at the time
          such property became the subject of such a transaction, not in excess
          of 10% of the total book value of the assets of the Borrower and its
          Subsidiaries taken as a whole;

               (vii) the Borrower or any Subsidiary may merge or consolidate
          with any other corporation, provided that (A) the Borrower or such
          Subsidiary shall be the continuing or surviving corporation or the
          surviving corporation becomes thereby a direct or indirect wholly-
          owned Subsidiary and (B) if instead of the Borrower or

                                      -6-
<PAGE>

          such Subsidiary merging or consolidating with such corporation, the
          Borrower were to acquire all of the issued and outstanding capital
          stock of such corporation, such acquisition would be permitted under
          Section 9.3., and in each case, immediately prior to such merger or
          consolidation and immediately after such merger or consolidation and
          after giving effect thereto, no Default or Event of Default is or
          would be in existence; and

               (viii) the Borrower may sell, transfer or dispose of its assets
          to a direct or indirect wholly-owned Subsidiary.

     (h) Annex I to the Credit Agreement is deleted in its entirety and Annex I
hereto is substituted in its place.

     Section 2.  Reinstatement of Facility B Commitments.  Notwithstanding
                 ---------------------------------------
the passing of the Facility B Termination Date before the date of this
Amendment, so long as no Event of Default or Default shall be in existence on
the effective date of this Amendment, each Lender's Facility B Commitment (in
the amount set forth on Annex I attached hereto) and each Lender's obligation to
make Facility B Loans shall be reinstated simultaneous with the effectiveness of
this Amendment.

     Section 3.  Acknowledgment of Lenders' Commitments.  The parties hereto
                 --------------------------------------
agree that after giving effect to the transactions contemplated by this
Amendment, the amount of each Lender's respective Facility A Commitment and
Facility B Commitment is as set forth on Annex I attached hereto.

     Section 4.  Representations of Borrower.  The Borrower represents and
                 ---------------------------
warrants to the Agent and the Lenders that:

          (a) Authorization.  The Borrower has the right and power, and has
              -------------
taken all necessary action to authorize it, to execute and deliver this
Amendment and to perform its obligations hereunder and under the Credit
Agreement as amended by this Amendment, in accordance with their respective
terms.  This Amendment has been duly executed and delivered by a duly authorized
officer of the Borrower, and this Amendment and the Credit Agreement as amended
by this Amendment, are each a legal, valid and binding obligation of the
Borrower enforceable against the Borrower in accordance with their respective
terms.

          (b) Compliance with Laws, Etc.  The execution and delivery by the
              -------------------------
Borrower of this Amendment and the performance by the Borrower of this Amendment
and the Credit Agreement as amended by this Amendment, each in accordance with
its terms, do not and will not, by the passage of time, the giving of notice or
otherwise:  (i) require any Governmental Approval or violate any Applicable Law
relating to the Borrower or any other Loan Party; (ii) conflict with, result in
a breach of or constitute a default under the articles of incorporation or the
bylaws of the Borrower or the organizational documents of any other Loan Party;
(iii) conflict with, result in a breach of or constitute a default under any
indenture, agreement or other instrument to which the Borrower or any other Loan
Party is a party or by which it or any of its properties may be bound,

                                      -7-
<PAGE>

which conflict, breach or default would have a Material Adverse Effect; or (iv)
result in or require the creation or imposition of any Lien upon or with respect
to any property now owned or hereafter acquired by the Borrower or any other
Loan Party other than in favor of the Agent for the benefit of the Lenders.

          (c) No Default.  No Default or Event of Default has occurred and is
              ----------
continuing as of the date hereof nor will exist immediately after giving effect
to this Amendment.

     Section 5.  Reaffirmation of Representations by Borrower.  The
                 --------------------------------------------
Borrower hereby repeats and reaffirms all representations and warranties made by
the Borrower to the Agent and the Lenders in the Credit Agreement as amended by
this Amendment and the other Loan Documents to which the Borrower is a party on
and as of the date hereof, except to the extent that such representations and
warranties expressly relate solely to an earlier date (in which case such
representations and warranties shall have been true and accurate on and as of
such earlier date) and except for changes in factual circumstances specifically
permitted under the Credit Agreement.

     Section 6.  Certain References.  Each reference to the Credit
                 ------------------
Agreement in any of the Loan Documents shall be deemed to be a reference to the
Credit Agreement as amended by this Amendment.

     Section 7.  Benefits.  This Amendment shall be binding upon and shall
                 --------
inure to the benefit of the parties hereto and their respective successors and
assigns.

     Section 8.  GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
                 -------------
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA.

     Section 9.  Expenses.  The Borrower shall reimburse the Agent upon
                 --------
demand for all costs and expenses (including attorneys' fees) incurred by the
Agent in connection with the preparation, negotiation and execution of this
Amendment and the other agreements and documents executed and delivered in
connection herewith.

     Section 10.  Effect.  Except as expressly herein amended, the terms
                  ------
and conditions of the Credit Agreement shall remain in full force and effect.
The amendments contained herein shall be deemed to have prospective application
only, unless otherwise specifically stated herein.

     Section 11.  Effectiveness of Amendment.  This Amendment shall not be
                  --------------------------
effective until its execution and delivery by the Borrower and the Requisite
Lenders, whereupon it shall be deemed effective as of the date first written
above.

     Section 12.  Replacement Notes.  Upon the Borrower's request, and upon
                  -----------------
delivery by the Borrower to Agent or its counsel of a replacement Syndicated
Note in favor of each Lender with a Facility B Commitment in the principal
amount equal to the aggregate amount of such Lender's Facility A Commitment and
Facility B Commitment as set forth on Annex I attached

                                      -8-
<PAGE>

hereto, each such Lender shall cancel and deliver to Agent or its counsel the
Syndicated Note in favor of such Lender being replaced.

     Section 13.  Counterparts.  This Amendment may be executed in any
                  ------------
number of counterparts, each of which shall be deemed to be an original and
shall be binding upon all parties, their successors and assigns.

     Section 14.  Definitions.  All capitalized terms not otherwise defined
                  -----------
herein are used herein with the respective definitions given them in the Credit
Agreement.



                           [Signatures on Next Page]

                                      -9-
<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to Amended and Restated Credit Agreement to be executed as of the date
first above written.

                         SCIENTIFIC-ATLANTA, INC.


                         By:       /s/ Robert R. Hunt
                            Name:  Robert R. Hunt
                            Title: Assistant Treasurer


                         BANK OF AMERICA, N.A., individually and as Agent


                         By:       /s/ Richard M. Peck
                            Name:  Richard M. Peck
                            Title: Vice President


                         THE BANK OF NEW YORK, individually and as Co-Agent


                         By:       /s/ Ronald R. Reedy
                            Name:  Ronald R. Reedy
                            Title: Vice President


                         ABN AMRO BANK N.V., acting through its Atlanta Agency,
                           individually and as Co-Agent


                         By:       /s/ David Carrington
                            Name:  David Carrington
                            Title: Group Vice President


                         By:       /s/ Shilpa Parandekar
                            Name:  Shilpa Parandekar
                            Title: Assistant Vice President


                      [Signatures Continued on Next Page]

                                      -10-
<PAGE>

  [Signature Page to Third Amendment to Amended and Restated Credit Agreement
           dated as of June 22, 2001 with Scientific-Atlanta, Inc.]


                         WACHOVIA BANK, N.A.


                         By:       /s/ Tracy Williams
                            Name:  Tracy Williams
                            Title: Vice President


                         THE BANK OF TOKYO-MITSUBISHI LTD., NEW YORK BRANCH


                         By:       /s/ Gary L. England
                            Name:  Gary L. England
                            Title: Vice President and Manager


                         FIRST UNION NATIONAL BANK


                         By:       /s/ Donald J. Mathews
                            Name:  Donald J. Mathews
                            Title: Vice President


                         AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED


                         By:_____________________________
                            Name:________________________
                            Title:_______________________

                                      -11-
<PAGE>

                                    ANNEX I
                                    -------

            LIST OF LENDERS, COMMITMENT AMOUNTS AND LENDING OFFICES
            -------------------------------------------------------


Bank of America, N.A.

Lending Office (all Types of Loans):      Initial Facility A Commitment Amount:
--------------                            ------------------------------------

901 Main Street, 64th Floor               $42,500,000
Dallas, Texas 75202
                                          Initial Facility B Commitment Amount:
                                          ------------------------------------

                                          $12,500,000


Wiring Instructions:

To:  Bank of America, N.A.
     Attention: Corporate Credit Support
     ABA #111000012
     Reference:  Scientific-Atlanta, Inc.
     Account: 1292000883

The Bank of New York

Lending Office (all Types of Loans):      Initial Facility A Commitment Amount:
--------------                            ------------------------------------

1 Wall Street                             $27,500,000
New York, New York 10286
Attention:  Ronald Reedy                  Initial Facility B Commitment Amount:
Telecopier:  (212) 635-6434               ------------------------------------
Telephone:   (212) 635-6724
                                          $10,000,000

Wiring Instructions:

To:  The Bank of New York
     1 Wall Street (22N)
     New York, New York 10286
     ABA #021000018
     Account No.: GLA 111-556
     Attention: Lorna O. Alleyne, AVP

                                      I-1
<PAGE>

ABN AMRO Bank N.V., acting through its
     Atlanta Agency


Lending Office (all Types of Loans):      Initial Facility A Commitment Amount:
--------------                            ------------------------------------

Suite 1200, One Ravinia Drive             $25,000,000
Atlanta, Georgia  30346
Attention:  Steven L. Hipsman             Initial Facility B Commitment Amount:
Telecopier:  (770) 352-1267               ------------------------------------
Telephone:  (770) 396-5092
                                          $0
Wiring Instructions:

To:  Federal Reserve Bank, NY, NY
     Favor of: ABN*AMRO Bank N.V.
     ABA #0260-09580
     Account:  650-001-1789-41
     Reference:  Scientific Atlanta


Wachovia Bank, N.A.

Lending Office (all Types of Loans):      Initial Facility A Commitment Amount:
--------------                            ------------------------------------

191 Peachtree Street, 29th Floor          $17,500,000
Atlanta, Georgia 30303
Attention:  Karen H. McClain              Initial Facility B Commitment Amount:
Telecopier:  (404) 332-5016               ------------------------------------
Telephone:  (404) 332-6555
                                          $7,500,000

Wiring Instructions:

To:  Wachovia Bank, N.A.
     191 Peachtree Street
     Atlanta, Georgia  30303
     ABA #061-000-010
     Account:  18-171-498
     Attention (Interest & Fees on Loans): Adrienne Durham or Karen McClain
     Attention (Documentary Letter of Credit Fees): Marilyn Hare
     Attention:  (Standby Letter of Credit Fees):  Rhonda Sulier

                                      I-2
<PAGE>

The Bank of Tokyo-Mitsubishi Ltd., New York
 Branch

Lending Office (all Types of Loans):      Initial Facility A Commitment Amount:
--------------                            ------------------------------------

133 Peachtree Street, NE, #4970           $12,500,000
Atlanta, Georgia  30303-1808
Attention:  Gary England                  Initial Facility B Commitment Amount:
Telecopier:  (404) 577-1155               ------------------------------------
Telephone:   (404) 222-4205
                                          $ 7,500,000

Wiring Instructions:

To:  Bank of Tokyo-Mitsubishi, Ltd. N.Y.
     Br.
     1251 Avenue of the Americas
     New York, New York 10020-1104
     ABA #0260-0963-2
     Account  97770191
     Attention: Loan Operations Dept.


First Union National Bank

Lending Office (all Types of Loans):      Initial Facility A Commitment Amount:
--------------                            ------------------------------------

999 Peachtree Street GA9084               $12,500,000
Atlanta, Georgia 30309
Attention:  Daniel Evans                  Initial Facility B Commitment Amount:
            Mail Code: GA9030             ------------------------------------
Telecopier:  (404) 827-7199
Telephone:   (404) 225-4037               $12,500,000


Wiring Instructions:

To:  First Union National Bank
     214 N. Hogan Street, 9th Floor
     Jacksonville, Florida
     ABA #063000021
     Account: 1459162008
     Attention: Commercial Loans

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<PAGE>

Australia and New Zealand Banking Group
 Limited

Lending Office (all Types of Loans):      Initial Facility A Commitment Amount:
--------------                            ------------------------------------

1177 Avenue of the Americas               $12,500,000
New York, New York 10036
Attention:  Orlando Diaz                  Initial Facility B Commitment Amount:
Telecopier: (212) 801-9131                ------------------------------------
Telephone:  (212) 801-9740
                                          $0

Wiring Instructions:

To:  HSBC Financial Institutions
     For:  Australia and New Zealand
     Banking Group Ltd.
     ABA #021-001-0888
     Account: 000107484
     Attention:  Ms. Tessie Amante


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