<PAGE>

                                                                [Conformed copy]





          ************************************************************



                                 MCC GEORGIA LLC
                                MCC ILLINOIS LLC
                                  MCC IOWA LLC
                                MCC MISSOURI LLC

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


                                CREDIT AGREEMENT

                            Dated as of July 18, 2001

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

                          J.P. MORGAN SECURITIES INC.,
                                       and
                           SALOMON SMITH BARNEY INC.,
                  As Joint Bookrunners and Joint Lead Arrangers

                     CREDIT SUISSE FIRST BOSTON CORPORATION,
                           SALOMON SMITH BARNEY INC.,
                            As Co-Syndication Agents

                            THE BANK OF NOVA SCOTIA,
                                SOCIETE GENERALE

                             As Documentation Agents

                            THE CHASE MANHATTAN BANK,
                             as Administrative Agent

          ************************************************************

<PAGE>



                                TABLE OF CONTENTS

                  This Table of Contents is not part of the Agreement to which
it is attached but is inserted for convenience of reference only.
<TABLE>
<CAPTION>

                                                                                  Page
<S>                                                                             <C>

Section 1.  Definitions and Accounting Matters......................................1

      1.01  Certain Defined Terms...................................................1
      1.02  Accounting Terms and Determinations....................................32
      1.03  Classes and Types of Loans.............................................33
      1.04  Subsidiaries...........................................................33
      1.05  Nature of Obligations of Borrowers.....................................33

Section 2.  Commitments, Loans and Prepayments.....................................34

      2.01  Loans..................................................................34
      2.02  Borrowings.............................................................38
      2.03  Letters of Credit......................................................38
      2.04  Changes of Commitments.................................................43
      2.05  Commitment Fee.........................................................45
      2.06  Lending Offices........................................................46
      2.07  Several Obligations; Remedies Independent..............................46
      2.08  Loan Accounts; Promissory Notes........................................46
      2.09  Optional Prepayments and Conversions or Continuations of Loans.........47
      2.10  Mandatory Prepayments and Reductions of Commitments....................48

Section 3.  Payments of Principal and Interest.....................................51

      3.01  Repayment of Loans.....................................................51
      3.02  Interest...............................................................54
      3.03  Determination of Applicable Margin.....................................55

Section 4.  Payments; Pro Rata Treatment; Computations; Etc........................56

      4.01  Payments...............................................................56
      4.02  Pro Rata Treatment.....................................................57
      4.03  Computations...........................................................57
      4.04  Minimum Amounts........................................................58
      4.05  Certain Notices........................................................58
      4.06  Non-Receipt of Funds by the Administrative Agent.......................59
      4.07  Sharing of Payments, Etc...............................................60

</TABLE>
                                      (i)

<PAGE>

                                                                      Page
                                                                      ----

Section 5.  Yield Protection, Etc. ....................................62

       5.01  Additional Costs. ........................................62
       5.02  Limitation on Types of Loans. ............................64
       5.03  Illegality. ..............................................64
       5.04  Treatment of Affected Loans. .............................64
       5.05  Compensation. ............................................65
       5.06  Additional Costs in Respect of Letters of Credit. ........66
       5.07  U.S. Taxes. ..............................................66
       5.08  Replacement of Lenders. ..................................68

Section 6.  Conditions Precedent. .....................................68

       6.01  Initial Extension of Credit. .............................68
       6.02  Initial Acquisition Funding Date. ........................70
       6.03  Extensions of Credit for Initial and Subsequent
             Broadband Acquisitions. ..................................70
       6.04  Initial and Subsequent Extensions of Credit. .............72

Section 7.  Representations and Warranties. ...........................72

       7.01  Existence. ...............................................72
       7.02  Financial Condition. .....................................72
       7.03  Litigation. ..............................................73
       7.04  No Breach. ...............................................73
       7.05  Action. ..................................................74
       7.06  Approvals. ...............................................74
       7.07  ERISA. ...................................................74
       7.08  Taxes. ...................................................75
       7.09  Investment Company Act. ..................................75
       7.10  Public Utility Holding Company Act. ......................75
       7.11  Material Agreements and Liens. ...........................75
       7.12  Environmental Matters. ...................................76
       7.13  Capitalization. ..........................................76
       7.14  Subsidiaries and Investments, Etc. .......................77
       7.15  True and Complete Disclosure. ............................77
       7.16  Franchises. ..............................................77
       7.17  The CATV Systems. ........................................78
       7.18  Rate Regulation. .........................................80
       7.19  Broadband Acquisition Agreements. ........................80
       7.20  Use of Credit. ...........................................80

Section 8.  Covenants of the Borrowers. ...............................81

       8.01  Financial Statements Etc. ................................81
       8.02  Litigation. ..............................................84

                                      (ii)

<PAGE>

                                                                      Page
                                                                      ----

       8.03  Existence, Etc. ..........................................84
       8.04  Insurance. ...............................................85
       8.05  Prohibition of Fundamental Changes. ......................85
       8.06  Limitation on Liens. .....................................90
       8.07  Indebtedness. ............................................91
       8.08  Investments. .............................................92
       8.09  Restricted Payments. .....................................93
       8.10  Certain Financial Covenants. .............................95
       8.11  Management Fees. .........................................96
       8.12  Capital Expenditures. ....................................97
       8.13  Interest Rate Protection Agreements. .....................99
       8.14  Affiliate and Additional Subordinated Indebtedness. ......99
       8.15  Lines of Business. ......................................100
       8.16  Transactions with Affiliates. ...........................100
       8.17  Use of Proceeds. ........................................101
       8.18  Certain Obligations Respecting Subsidiaries;
             Further Assurances. .....................................101
       8.19  Modifications of Certain Documents. .....................103

Section 9.  Events of Default. .......................................104

       9.01  Events of Default. ......................................104
       9.02  Certain Cure Rights. ....................................108

Section 10.  The Administrative Agent. ...............................110

       10.01  Appointment, Powers and Immunities. ....................110
       10.02  Reliance by Administrative Agent. ......................110
       10.03  Defaults. ..............................................111
       10.04  Rights as a Lender. ....................................111
       10.05  Indemnification. .......................................111
       10.06  Non-Reliance on Administrative Agent and Other Lenders. 112
       10.07  Failure to Act. ........................................112
       10.08  Resignation or Removal of Administrative Agent. ........112
       10.09  Consents under Other Loan Documents. ...................113

Section 11.  Miscellaneous. ..........................................114

       11.01  Waiver. ................................................114
       11.02  Notices. ...............................................114
       11.03  Expenses, Etc. .........................................114
       11.04  Amendments, Etc. .......................................115
       11.05  Successors and Assigns. ................................117
       11.06  Assignments and Participations. ........................117
       11.07  Survival. ..............................................121
       11.08  Captions. ..............................................121

                                     (iii)

<PAGE>
                                                                           Page
                                                                           ----

     11.09  Counterparts. ................................................. 121
     11.10  Governing Law; Submission to Jurisdiction. .................... 121
     11.11  Waiver of Jury Trial. ......................................... 122
     11.12  Treatment of Certain Information; Confidentiality. ............ 122



SCHEDULE I    -   Commitments
SCHEDULE II   -   Taxes
SCHEDULE III  -   Material Agreements and Liens
SCHEDULE IV   -   Investments
SCHEDULE V    -   Franchises
SCHEDULE VI   -   Certain Matters Related to CATV Systems
SCHEDULE VII  -   Certain Adjustments to System Cash Flow

EXHIBIT A     -   Form of Assignment and Acceptance
EXHIBIT B     -   Form of Quarterly Officer's Report
EXHIBIT C     -   Form of Pledge Agreement
EXHIBIT D     -   Form of Guarantee and Pledge Agreement
EXHIBIT E     -   Form of Subsidiary Guarantee Agreement
EXHIBIT F     -   Form of Management Fee Subordination Agreement
EXHIBIT G     -   Form of Opinion of Counsel to the Obligors
EXHIBIT H     -   Form of Opinion of Special New York Counsel to Chase
EXHIBIT I     -   Form of Confidentiality Agreement
EXHIBIT J     -   Form of Affiliate Subordinated Indebtedness Subordination
                  Agreement

                                      (iv)

<PAGE>

                  CREDIT AGREEMENT dated as of July 18, 2001, between each of
the following parties:

                  MCC IOWA LLC, a limited liability company duly organized and
         validly existing under the laws of the State of Delaware ("MCC Iowa");
                                                                    --------
         MCC ILLINOIS LLC, a limited liability company duly organized and
         validly existing under the laws of the State of Delaware ("MCC
                                                                    ---
         Illinois"); MCC GEORGIA LLC, a limited liability company duly organized
         --------
         and validly existing under the laws of the State of Delaware ("MCC
                                                                        ---
         Georgia"); and MCC MISSOURI LLC, a limited liability company duly
         -------
         organized and validly existing under the laws of the State of Delaware
         ("MCC Missouri", and, together with MCC Iowa, MCC Illinois and MCC
           ------------
         Georgia, the "Borrowers");
                       ---------

                  each of the lenders that is a signatory hereto identified
         under the caption "Lenders" on the signature pages hereto and each
         lender that becomes a "Lender" after the date hereof pursuant to
         Section 11.06(b) hereof (individually, a "Lender" and, collectively,
                                                   ------
         the "Lenders"); and
              -------

                  THE CHASE MANHATTAN BANK, a New York banking corporation, as
         administrative agent for the Lenders (in such capacity, together with
         its successors in such capacity, the "Administrative Agent").
                                               --------------------

                  The Borrowers have requested that the Lenders extend credit to
them (by making loans and issuing letters of credit) in an aggregate principal
or face amount not exceeding $1,400,000,000 (which may, in the circumstances
herein provided, be increased to $1,900,000,000) at any one time outstanding to
enable the Borrowers to finance the Acquisitions (as hereinafter defined) and to
provide funds for additional acquisitions of cable television systems and for
general corporate purposes. The Lenders are prepared to extend such credit on
the terms and conditions hereof and, accordingly, the parties hereto agree as
follows:

                  Section 1.  Definitions and Accounting Matters.
                              ----------------------------------

                  1.01 Certain Defined Terms. As used herein, the following
                       ---------------------
terms shall have the following meanings (all terms defined in this Section 1.01
or in other provisions of this Agreement in the singular to have the same
meanings when used in the plural and vice versa):

                  "Acquisition Agreements" shall mean, collectively, the
                   ----------------------
Broadband Acquisition Agreements and any Subsequent Acquisition Agreements.

                  "Acquisitions" shall mean, collectively, the Broadband
                   ------------
Acquisitions and any Subsequent Acquisitions.

                                Credit Agreement
                                ----------------


<PAGE>
                                     - 2 -

                  "Additional Capital Expenditures" shall mean Capital
                   -------------------------------
Expenditures made in accordance with the requirements of Section 8.12(b) hereof.

                  "Adjusted Operating Cash Flow" shall mean, for any period
                   ----------------------------
during which the Borrowers shall have consummated an Acquisition, the sum, for
the Borrowers and their Subsidiaries (determined on a combined basis without
duplication in accordance with GAAP), of the following, in each case determined
under the assumption that such Acquisition had been consummated on the first day
of such period: (i) Adjusted System Cash Flow minus (ii) the sum of (x)
                                              -----
Management Fees paid during such period to the extent not exceeding 4.00% of the
gross operating revenues of the Borrower and their Subsidiaries for such period
plus (y) additional Management Fees that would have been paid during such period
----
at a rate equal to the lesser of (A) the percentage of gross operating revenues
of the Borrowers and their Subsidiaries actually paid as Management Fees during
such period or (B) the then applicable rate or percentage specified in the
Management Agreement of the gross operating revenues of the Borrowers and their
Subsidiaries for such period (determined, as specified above under the
assumption that such Acquisition had been consummated on the first day of such
period).

                  "Adjusted System Cash Flow" shall mean, for any period during
                   -------------------------
which the Borrowers shall have consummated an Acquisition, the sum, for the
Borrowers and their Subsidiaries (determined on a combined basis without
duplication in accordance with GAAP), of the following, in each case determined
under the assumption that such Acquisition had been consummated on the first day
of such period: (i) System Cash Flow for such period plus (ii) the sum of (x)
                                                     ----
non-recurring expenses incurred by the relevant sellers prior to the actual
closing of such Acquisition (to the extent such items were included as operating
expenses in the determination of System Cash Flow for such period) and (y) in
the case of the Broadband Acquisitions, the amounts set forth in Schedule VII
hereto for such period, or, in the case of any Subsequent Acquisition, the
amounts set forth in a statement of adjustments to System Cash Flow provided by
the Borrowers in connection with such Subsequent Acquisition and acceptable to
the Administrative Agent and Majority Lenders (in each case representing certain
cost savings and cost increases in respect of the CATV Systems being acquired in
such Acquisition).

                  "Administrative Questionnaire" shall mean an Administrative
                   ----------------------------
Questionnaire in a form supplied by the Administrative Agent.

                  "Affiliate" shall mean any Person that directly or indirectly
                   ---------
controls, or is under common control with, or is controlled by, a Borrower and,
if such Person is an individual, any member of the immediate family (including
parents, spouse, children and siblings) of such individual and any trust whose
principal beneficiary is such individual or one or more members of such
immediate family and any Person who is controlled by any such member or trust.
As used in this definition, "control" (including, with its correlative meanings,
                             -------
"controlled by" and "under common control with") shall mean possession,
 -------------       -------------------------
directly or indirectly, of power to direct or

                                Credit Agreement
                                ----------------

<PAGE>
                                     - 3 -

cause the direction of management or policies (whether through ownership of
securities or partnership or other ownership interests, by contract or
otherwise), provided that, in any event, any Person that owns directly or
            --------
indirectly securities having 5% or more of the voting power for the election of
directors or other governing body of a corporation or 5% or more of the
partnership or other ownership interests of any other Person (other than as a
limited partner of such other Person) will be deemed to control such corporation
or other Person. Notwithstanding the foregoing, (a) no individual shall be an
Affiliate solely by reason of his or her being a director, officer or employee
of any Borrower or any of its Subsidiaries and (b) none of the Borrowers or
their Wholly Owned Subsidiaries shall be Affiliates.

                  "Affiliate Letters of Credit" shall mean Letters of Credit
                   ---------------------------
issued in accordance with the requirements of Section 8.08(g) hereof.

                  "Affiliate Subordinated Indebtedness" shall mean Indebtedness
                   -----------------------------------
to an Affiliate (i) for which a Borrower is directly and primarily liable, (ii)
in respect of which none of its Subsidiaries is contingently or otherwise
obligated, (iii) that is subordinated to the obligations of the Borrowers to pay
principal of and interest on the Loans, Reimbursement Obligations, fees and
other amounts payable hereunder and under the other Loan Documents pursuant to
an Affiliate Subordinated Indebtedness Subordination Agreement, (iv) that does
not mature prior to September 30, 2011, and that is issued pursuant to
documentation containing terms (including interest, covenants and events of
default) in form and substance satisfactory to the Majority Lenders, (v) that
states by its terms that principal and interest in respect thereof shall only be
payable to the extent permitted under Section 8.09 hereof and (vi) that is
pledged by the respective holder thereof to the Administrative Agent in a manner
that creates a first priority perfected security interest in favor of the
Administrative Agent, as collateral security for the obligations of the
Borrowers hereunder, pursuant to (in the case of Mediacom Broadband) the
Guarantee and Pledge Agreement and (in the case of any other holder) a security
document in form and substance satisfactory to the Administrative Agent.

                  "Affiliate Subordinated Indebtedness Subordination Agreement"
                   -----------------------------------------------------------
shall mean an Affiliate Subordinated Indebtedness Subordination Agreement
substantially in the form of Exhibit J hereto between any Person to whom a
Borrower or any of its Subsidiaries may be obligated to pay Affiliate
Subordinated Indebtedness, the Borrowers and the Administrative Agent, as the
same shall be modified and supplemented and in effect from time to time.

                  "Applicable Lending Office" shall mean, for each Lender and
                   -------------------------
for each Type of Loan, the "Lending Office" of such Lender (or of an affiliate
of such Lender) designated for such Type of Loan in the Administrative
Questionnaire submitted by such Lender or such other office of such Lender (or
of an affiliate of such Lender) as such Lender may from time to time specify to
the Administrative Agent and the Borrowers as the office by which its Loans of
such Type are to be made and maintained.

                                Credit Agreement
                                ----------------

<PAGE>
                                     - 4 -

                  "Applicable Margin" shall mean, with respect to the Loans of
                   -----------------
any Class and Type, the respective rates indicated below for Loans of such Class
and Type opposite the then-current Rate Ratio (determined pursuant to Section
3.03 hereof) indicated below (except that anything in this Agreement to the
contrary notwithstanding, the Applicable Margin with respect to the Loans of any
Class and Type shall be the highest margins indicated below during any period
when an Event of Default shall have occurred and be continuing):
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
            Range of Rate Ratio                                        Applicable Margin
-------------------------------------------------------------------------------------------------------------------
                                                     Revolving Credit            Tranche B Term Loan Facilities
                                               Facility/Tranche A Term Loan

                                                         Facility

--------------------------------------------------------------- ---------------------------------------------------
                                              Eurodollar Loans    Base Rate    Eurodollar Loans   Base Rate Loans
                                                                    Loans
<S>                                           <C>         <C>    <C>           <C>                <C>
-------------------------------------------------------------------------------------------------------------------
Greater than 5.75 to 1                            2.50%             1.50%           2.75%              1.75%
-------------------------------------------------------------------------------------------------------------------
Greater than or equal to 5.50 to 1 but less
than or equal to 5.75 to 1                        2.25%             1.25%           2.75%              1.75%
-------------------------------------------------------------------------------------------------------------------
Greater than or equal to 5.00 to 1 but less
than 5.50 to 1                                    2.00%             1.00%           2.50%              1.50%
-------------------------------------------------------------------------------------------------------------------
Greater than or equal to 4.50 to 1 but less
than 5.00 to 1                                    1.75%         75%                 2.50%              1.50%
-------------------------------------------------------------------------------------------------------------------
Greater than or equal to 4.00 to 1 but less
than 4.50 to 1                                    1.50%         50%                 2.50%              1.50%
-------------------------------------------------------------------------------------------------------------------
Greater than or equal to 3.50 to 1 but less
than 4.00 to 1                                    1.25%         50%                 2.50%              1.50%
-------------------------------------------------------------------------------------------------------------------
Less than 3.50 to 1                               1.00%         25%                 2.50%              1.50%
-------------------------------------------------------------------------------------------------------------------
</TABLE>

                  The Applicable Margin for the Incremental Loans of any Series
shall be determined at the time such Series of Loans is established pursuant to
Section 2.01(e) hereof.

                  "Applicable Permitted Transaction Amount" shall mean, as at
                   ---------------------------------------
any date during any fiscal quarter during any Fiscal Period, the sum of (a) the
Equity Contribution Amount and the outstanding principal amount of Affiliate
Subordinated Indebtedness, as at the beginning of such fiscal quarter plus (b)
                                                                      ----
the total cash equity capital contributions made, and the aggregate principal
amount of Affiliate Subordinated Indebtedness advanced, to the Borrowers during
the period (the "current period") commencing on the first day of such fiscal
                 --------------
quarter through and

                                Credit Agreement
                                ----------------

<PAGE>
                                     - 5 -

including such date minus (c) the sum of (i) the aggregate amount of repayments
                    -----
of Affiliate Subordinated Indebtedness, and distributions in respect of equity
capital, made during the current period plus (ii) the aggregate face amount of
                                        ----
Affiliate Letters of Credit issued during the current period or during the
period (the "prior period") commencing on the Closing Date through and including
             ------------
the last day of the fiscal quarter immediately preceding such fiscal quarter
minus (iii) the aggregate amount of reductions in the undrawn face amount of
-----
Affiliate Letters of Credit (i.e. excluding reductions in such face amount that
occur upon a drawing thereunder) during the current period or the prior period,
together with the aggregate amount of Affiliate Letters of Credit that expire or
are terminated during the current period or the prior period without being
drawn.

                  "Assignment and Acceptance" shall mean an assignment and
                   -------------------------
acceptance entered into by a Lender and an assignee (with the consent of any
party whose consent is required by Section 11.06 hereof), and accepted by the
Administrative Agent, in the form of Exhibit A-1 or any other form approved by
the Administrative Agent.

                  "Bankruptcy Code" shall mean the Federal Bankruptcy Code of
                   ---------------
1978, as amended from time to time.

                  "Base Rate" shall mean, for any day, a rate per annum equal to
                   ---------
the higher of (a) the Federal Funds Rate for such day plus 1/2 of 1% and (b) the
Prime Rate for such day. Each change in any interest rate provided for herein
based upon the Base Rate resulting from a change in the Base Rate shall take
effect at the time of such change in the Base Rate.

                  "Base Rate Loans" shall mean Loans that bear interest at rates
                   ---------------
based upon the Base Rate.

                  "Basic Documents" shall mean, collectively, this Agreement,
                   ---------------
the other Loan Documents and the Acquisition Agreements.

                  "Basic Subscribers" shall mean, as at any date, (a)
                   -----------------
Subscribers who subscribe to a CATV System at the regular basic monthly
subscription rate for such CATV System to a single household Subscriber
(exclusive of "secondary outlets", as such term is commonly understood in the
cable television industry), plus (b) the number of Subscribers determined by
                            ----
dividing the aggregate dollar monthly amount billed for basic service to bulk
Subscribers (hotels, motels, apartment buildings, hospitals and the like)
located in each Region by the weighted average of the regular basic monthly
subscription rates for basic service charged by the CATV Systems in such Region.

                  "Basle Accord" shall mean the proposals for risk-based capital
                   ------------
framework described by the Basle Committee on Banking Regulations and
Supervisory Practices in its paper

                                Credit Agreement
                                ----------------

<PAGE>
                                     - 6 -

entitled "International Convergence of Capital Measurement and Capital
Standards" dated July 1988, as amended, modified and supplemented and in effect
from time to time or any replacement thereof.

                  "Broadband Acquired Assets" shall mean, in the case of any
                   -------------------------
Broadband Acquisition, the CATV Systems and related assets to be acquired
pursuant to such Broadband Acquisition.

                  "Broadband Acquisition Agreements" shall mean, collectively,
                   --------------------------------
the Georgia Acquisition Agreement, the Illinois Acquisition Agreement, the Iowa
Acquisition Agreement and the Missouri Acquisition Agreement.

                  "Broadband Acquisitions" shall mean, collectively, the Georgia
                   ----------------------
Acquisition, the Illinois Acquisition, the Iowa Acquisition and the Missouri
Acquisition.

                  "Broadband Sellers" shall mean, with respect to any Broadband
                   -----------------
Acquisition Agreement, each of the entities constituting the Seller (as defined
therein) party to such Broadband Acquisition Agreement.

                  "Business Day" shall mean any day (a) on which commercial
                   ------------
banks are not authorized or required to close in New York City and (b) if such
day relates to a borrowing of, a payment or prepayment of principal of or
interest on, a Conversion of or into, or an Interest Period for, a Eurodollar
Loan or a notice by a Borrower with respect to any such borrowing, payment,
prepayment, Conversion or Interest Period, that is also a day on which dealings
in Dollar deposits are carried out in the London interbank market.

                  "Capital Expenditures" shall mean, for any period,
                   --------------------
expenditures made by the Borrowers or any of their Subsidiaries to acquire or
construct fixed assets, plant and equipment (including renewals, improvements
and replacements, but excluding repairs and the Acquisitions) during such period
computed in accordance with GAAP. For purposes hereof, "Capital Expenditures"
for any period shall include, to the extent reimbursed by the Borrowers, all
capital expenditures made by the Broadband Sellers in respect of Franchises
retained during such period.

                  "Capital Lease Obligations" shall mean, for any Person, all
                   -------------------------
obligations of such Person to pay rent or other amounts under a lease of (or
other agreement conveying the right to use) Property to the extent such
obligations are required to be classified and accounted for as a capital lease
on a balance sheet of such Person under GAAP, and, for purposes of this
Agreement, the amount of such obligations shall be the capitalized amount
thereof, determined in accordance with GAAP.

                                Credit Agreement
                                ----------------

<PAGE>
                                     - 7 -

                  "Casualty Event" shall mean, with respect to any Property of
                   --------------
any Person, any loss of or damage to, or any condemnation or other taking of,
such Property for which such Person or any of its Subsidiaries receives
insurance proceeds, or proceeds of a condemnation award or other compensation.

                  "CATV System" shall mean any cable distribution system that
                   -----------
receives broadcast signals by antennae, microwave transmission, satellite
transmission or any other form of transmission and that amplifies such signals
and distributes them to Persons who pay to receive such signals, but shall
exclude wireless cable.

                  "Chase" shall mean The Chase Manhattan Bank.
                   -----

                  "Class" shall have the meaning assigned to such term in
                   -----
Section 1.03 hereof.

                  "Closing Date" shall mean the date on which the initial
                   ------------
extension of credit hereunder is made.

                  "Code" shall mean the Internal Revenue Code of 1986, as
                   ----
amended from time to time.

                  "Collateral Account" shall have the meaning assigned to such
                   ------------------
term in the Pledge Agreement.

                  "Commisso Entity" shall mean, collectively, (i) Rocco
                   ---------------
Commisso, (ii) any entity controlled by Rocco Commisso and owned by Rocco
Commisso, (iii) members of the immediate family of Rocco Commisso, (iv) trusts
established for the benefit of Rocco Commisso or members of the immediate family
of Rocco Commisso and (v) any officer or employee of MCC and Mediacom Broadband
who owns shares of the capital stock of MCC.

                  "Commitments" shall mean, collectively, the Revolving Credit
                   -----------
Commitments, the Tranche A Term Loan Commitments, the Tranche B Term Loan
Commitments and the Incremental Facility Commitments (if any).

                  "Continue", "Continuation" and "Continued" shall refer to the
                   --------    ------------       ---------
continuation pursuant to Section 2.09 hereof of a Eurodollar Loan from one
Interest Period to the next Interest Period.

                  "Convert", "Conversion" and "Converted" shall refer to a
                   -------    ----------       ---------
conversion pursuant to Section 2.09 hereof of one Type of Loans into another
Type of Loans, which may be accompanied by the transfer by a Lender (at its sole
discretion) of a Loan from one Applicable Lending Office to another.

                                Credit Agreement
                                ----------------

<PAGE>
                                      - 8 -

                  "Cure Monies" shall mean proceeds of Affiliate Subordinated
                   -----------
Indebtedness and/or equity contributions received by the Borrowers after the
date hereof that, at the time the same are received by the Borrowers, are
identified by the Borrowers in a certificate of a Senior Officer delivered by
   the Borrowers to the Administrative Agent within one Business Day of such
receipt, as constituting "Cure Monies" for purposes of Section 9.02 hereof.

                  "Debt Issuance" shall mean any issuance or sale by a Borrower
                   -------------
or any of its Subsidiaries after the Closing Date of any debt securities,
excluding, however, any Indebtedness incurred pursuant to Section 8.07(a),
8.07(c) or 8.07(f) hereof.

                  "Debt Service" shall mean, for any period, the sum, for the
                   ------------
Borrowers and their Subsidiaries (determined on a combined basis without
duplication in accordance with GAAP), of the following: (a) in the case of
Revolving Credit Loans under this Agreement, the aggregate amount of payments
of principal of such Loans that, giving effect to Commitment reductions or
terminations scheduled to be made during such period pursuant to Section 2.04(a)
hereof, were required to be made pursuant to Section 3.01(a) hereof during such
period plus (b) in the case of Term Loans and Incremental Facility Loans under
       ----
this Agreement and all other Indebtedness (other than Revolving Credit Loans),
all regularly scheduled payments or regularly scheduled prepayments of principal
of such Indebtedness (including, without limitation, the principal component of
any payments in respect of Capital Lease Obligations) made or payable during
such period (other than the principal component of any payments in respect of
Affiliate Subordinated Indebtedness) plus (c) all Interest Expense for such
                                     ----
period.

                  "Debt Service Coverage Ratio" shall mean, for any date, the
                   ---------------------------
ratio of (a) the product of Operating Cash Flow for the fiscal quarter ended on
or most recently prior to such date times four to (b) Debt Service for the
                                    -----
period of four consecutive fiscal quarters ended on or most recently prior to
such date.

                  Notwithstanding the foregoing, the Debt Service Coverage Ratio
as at the last day of any fiscal quarter during which an Acquisition is
consummated shall be deemed to be equal to the ratio of (a) the product of (x)
Adjusted Operating Cash Flow for such fiscal quarter times (y) four to (b) Debt
                                                     -----
Service for the period of four consecutive fiscal quarters ended on or most
recently ended prior to such date, provided that for purposes of determining the
                                   --------
Debt Service Coverage Ratio (i) as at any date prior to August 10, 2001,
Adjusted Operating Cash Flow shall be determined for the three-month period
ended May 31, 2001, and (ii) as at any date during the period commencing on
August 10, 2001 through but not including September 30, 2001, Adjusted Operating
Cash Flow shall be determined for the fiscal quarter ended June 30, 2001 and, in
the case of each of the foregoing clauses (i) and (ii), Interest Expense shall
be determined under the assumption that the Closing Date occurred at the
beginning of the twelve-month period ended on May 31, 2001 or June 30, 2001, as
applicable.

                                Credit Agreement
                                ----------------

<PAGE>
                                     - 9 -

                  "Default" shall mean an Event of Default or an event that
                   -------
with notice or lapse of time or both would become an Event of Default.

                  "Disposition" shall mean any sale, assignment, transfer or
                   -----------
other disposition of any Property (whether now owned or hereafter acquired) by
the Borrowers or any of their Subsidiaries to any other Person excluding any
sale, assignment, transfer or other disposition of any Property sold or disposed
of in the ordinary course of business and on ordinary business terms.

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

                  "Eligible Assignee" means any bank, trust company, insurance
                   -----------------
company, fund or other financial institution.

                  "Environmental Claim" shall mean, with respect to any Person,
                   -------------------
any written or oral notice, claim, demand or other communication (collectively,
a "claim") by any other Person alleging or asserting such Person's liability for
   -----
investigatory costs, cleanup costs, governmental response costs, damages to
natural resources or other Property, personal injuries, fines or penalties
arising out of, based on or resulting from (i) the presence, or Release into the
environment, of any Hazardous Material at any location, whether or not owned by
such Person, or (ii) circumstances forming the basis of any violation, or
alleged violation, of any Environmental Law. The term "Environmental Claim"
shall include, without limitation, any claim by any governmental authority for
enforcement, cleanup, removal, response, remedial or other actions or damages
pursuant to any applicable Environmental Law, and any claim by any third party
seeking damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from the presence of Hazardous Materials or arising
from alleged injury or threat of injury to health, safety or the environment.

                  "Environmental Laws" shall mean any and all present and future
                   ------------------
Federal, state, local and foreign laws, rules or regulations, and any orders or
decrees, in each case as now or hereafter in effect, relating to the regulation
or protection of human health, safety or the environment or to emissions,
discharges, releases or threatened releases of pollutants, contaminants,
chemicals or toxic or hazardous substances or wastes into the indoor or outdoor
environment, including, without limitation, ambient air, soil, surface water,
ground water, wetlands, land or subsurface strata, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, chemicals or toxic or
hazardous substances or wastes.

                  "Equity Contribution Amount" shall mean, as at any date of
                   --------------------------
determination, (a) the aggregate amount of cash contributions made to the equity
capital of the Borrowers during the

                                Credit Agreement
                                ----------------

<PAGE>
                                     - 10 -

period from and including the respective dates of organization of the Borrowers
through and including such date of determination minus (b) the aggregate amount
                                                 -----
of distributions made in respect of the equity capital of the Borrowers during
such period.

                  "Equity Rights" shall mean, with respect to any Person, any
                   -------------
subscriptions, options, warrants, commitments, preemptive rights or agreements
of any kind (including, without limitation, any stockholders' or voting trust
agreements) for the issuance, sale, registration or voting of, or securities
convertible into, any additional shares of capital stock of any class or other
ownership interests of any type in, such Person.

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

                  "ERISA Affiliate" shall mean any corporation or trade or
                   ---------------
business that is a member of any group of organizations (i) described in Section
414(b) or (c) of the Code of which a Borrower is a member and (ii) solely for
purposes of potential liability under Section 302(c)(11) of ERISA and Section
412(c)(11) of the Code and the lien created under Section 302(f) of ERISA and
Section 412(n) of the Code, described in Section 414(m) or (o) of the Code of
which a Borrower is a member.

                  "Eurodollar Base Rate" shall mean, for the Interest Period for
                   --------------------
any Eurodollar Loan, the rate appearing on Page 3750 of the Telerate Service (or
on any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to Dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for the offering of Dollar
deposits with a maturity comparable to such Interest Period. In the event that
such rate is not available at such time for any reason, then the Eurodollar Base
Rate for such Interest Period shall be the rate at which Dollar deposits of
$5,000,000 and for a maturity comparable to such Interest Period are offered by
the principal London office of the Administrative Agent in immediately available
funds in the London interbank market at approximately 11:00 a.m., London time,
two Business Days prior to the commencement of such Interest Period.

                  "Eurodollar Loans" shall mean Loans that bear interest at
                   ----------------
rates based on rates referred to in the definition of "Eurodollar Base Rate" in
this Section 1.01.

                  "Eurodollar Rate" shall mean, for any Eurodollar Loan for any
                   ---------------
Interest Period therefor, a rate per annum (rounded upwards, if necessary, to
the nearest 1/100 of 1%) determined by the Administrative Agent to be equal to
the Eurodollar Base Rate for such Loan

                                Credit Agreement
                                ----------------

<PAGE>
                                     - 11 -

for such Interest Period divided by 1 minus the Reserve Requirement (if any) for
such Loan for such Interest Period.

                  "Event of Default" shall have the meaning assigned to such
                   ----------------
term in Section 9 hereof.

                  "Excess Cash Flow" shall mean, for any period, the excess of
                   ----------------
(a) Operating Cash Flow for such period over (b) the sum of (i) Capital
Expenditures made during such period plus (ii) the aggregate amount of Debt
                                     ----
Service for such period plus (iii) the Tax Payment Amount for such period plus
                        ----                                              ----
(iv) any decreases (or minus any increases) in Working Capital from the first
                       -----
day to the last day of such period.

                  "Executive Compensation" shall mean, for any period, the
                   ----------------------
aggregate amount of compensation (including, without limitation, salaries,
withholding taxes, unemployment insurance contributions, pension, health and
other benefits) of the Manager's executive management personnel during such
period. For purposes hereof, "executive management personnel" shall not include
any individual (such as a system manager) who is employed solely in connection
with the day-to-day operations of a CATV System.

                  "FCC" shall mean the Federal Communications Commission or any
                   ---
governmental authority substituted therefor.

                  "Federal Funds Rate" shall mean, for any day, the rate per
                   ------------------
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day, provided that (a) if the day for which such rate is to
                          --------
be determined is not a Business Day, the Federal Funds Rate for such day shall
be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day and (b) if such rate is not so
published for any Business Day, the Federal Funds Rate for such Business Day
shall be the average rate charged to Chase on such Business Day on such
transactions as determined by the Administrative Agent.

                  "Fiscal Period" shall mean any fiscal year and, for the fiscal
                   -------------
year ending December 31, 2001, the period from the Closing Date to and including
December 31, 2001.

                  "Franchise" shall mean a franchise, license, authorization or
                   ---------
right by contract or otherwise to construct, own, operate, promote, extend
and/or otherwise exploit any CATV System operated or to be operated by the
Borrowers or any of their Subsidiaries granted by any state, county, city, town,
village or other local or state government authority or by the FCC. The term
"Franchise" shall include each of the Franchises set forth on Schedule V hereto.

                                Credit Agreement
                                ----------------

<PAGE>
                                     - 12 -

                  "GAAP" shall mean generally accepted accounting principles
                   ----
applied on a basis consistent with those that, in accordance with the last
sentence of Section 1.02(a) hereof, are to be used in making the calculations
for purposes of determining compliance with this Agreement.

                  "Georgia Acquisition" shall mean the acquisition of CATV
                   -------------------
Systems and related assets by MCC Georgia pursuant to the Georgia Acquisition
Agreement.

                  "Georgia Acquisition Agreement" shall mean the Asset Purchase
                   -----------------------------
Agreement among MCC and each of the entities constituting the Seller (as defined
therein) party thereto, dated as of February 26, 2001 (Georgia), as the same
shall, subject to Section 8.19 hereof, be modified and supplemented and in
effect from time to time.

                  "Guarantee" shall mean a guarantee, an endorsement, a
                   ---------
contingent agreement to purchase or to furnish funds for the payment or
maintenance of, or otherwise to be or become contingently liable under or with
respect to, the Indebtedness, other obligations, net worth, working capital or
earnings of any Person, or a guarantee of the payment of dividends or other
distributions upon the stock or equity interests of any Person, or an agreement
to purchase, sell or lease (as lessee or lessor) Property, products, materials,
supplies or services primarily for the purpose of enabling a debtor to make
 payment of such debtor's obligations or an agreement to assure a creditor
against loss, and including, without limitation, causing a bank or other
financial institution to issue a letter of credit or other similar instrument
for the benefit of another Person, but excluding endorsements for collection or
deposit in the ordinary course of business. The terms "Guarantee" and
                                                       ---------
"Guaranteed" used as a verb shall have a correlative meaning.
 ----------

                  "Guarantee and Pledge Agreement" shall mean a Guarantee and
                   ------------------------------
Pledge Agreement substantially in the form of Exhibit D hereto between Mediacom
Broadband, MCC (to the extent of its obligations under Sections 5.04 and 5.05
thereof) and the Administrative Agent, as the same shall be modified and
supplemented and in effect from time to time.

                  "Hazardous Material" shall mean, collectively, (a) any
                   ------------------
petroleum or petroleum products, flammable materials, explosives, radioactive
materials, asbestos, urea formaldehyde foam insulation, and transformers or
other equipment that contain polychlorinated biphenyls ("PCB's"), (b) any
                                                         -----
chemicals or other materials or substances that are now or hereafter become
defined as or included in the definition of "hazardous substances", "hazardous
wastes", "hazardous materials", "extremely hazardous wastes", "restricted
hazardous wastes", "toxic substances", "toxic pollutants", "contaminants",
"pollutants" or words of similar import under any Environmental Law and (c) any
other chemical or other material or substance, exposure to which is now or
hereafter prohibited, limited or regulated under any Environmental Law.

                                Credit Agreement
                                ----------------

<PAGE>

                                     - 13 -

                  "Illinois Acquisition" shall mean the acquisition of CATV
                   --------------------
Systems and related assets by MCC Illinois pursuant to the Illinois Acquisition
Agreement.

                  "Illinois Acquisition Agreement" shall mean the Asset Purchase
                   ------------------------------
Agreement among MCC and each of the entities constituting the Seller (as defined
therein) party thereto, dated as of February 26, 2001 (Southern Illinois), as
the same shall, subject to Section 8.19 hereof, be modified and supplemented and
in effect from time to time.

                  "Incremental Facility Availability Period" shall mean the
                   ----------------------------------------
period from and including the Third Acquisition Consummation Date to but
excluding December 31, 2003 (or, if such date is not a Business Day, to but
excluding the immediately preceding Business Day).

                  "Incremental Facility Commitment" shall mean, for each
                   -------------------------------
Incremental Facility Lender, and for any Series thereof, the obligation of such
Incremental Facility Lender to make Incremental Facility Loans of such Series
(as the same may be reduced from time to time pursuant to Section 2.04 or 2.10
hereof or increased or reduced from time to time pursuant to assignments
permitted under Section 11.06(b) hereof). The amount of each Lender's
Incremental Facility Commitment of any Series shall be determined in accordance
with the provisions of Section 2.01(e) hereof. The aggregate amount of the
Incremental Facility Commitments of all Series shall not exceed (i)
$200,000,000 prior to the Iowa Acquisition Consummation Date and (ii)
$500,000,000 thereafter.

                  "Incremental Facility Lenders" shall mean, in respect of any
                   ----------------------------
Series of Incremental Facility Loans, the Lenders from time to time holding
Incremental Facility Loans and Incremental Facility Commitments of such Series
after giving effect to any assignments thereof permitted by Section 11.06(b)
hereof.

                  "Incremental Facility Loans" shall mean the loans provided for
                   --------------------------
by Section 2.01(e) hereof, which may be Base Rate Loans and/or Eurodollar Loans.

                  "Indebtedness" shall mean, for any Person: (a) obligations
                   ------------
created, issued or incurred by such Person for borrowed money (whether by loan,
the issuance and sale of debt securities or the sale of Property to another
Person subject to an understanding or agreement, contingent or otherwise, to
repurchase such Property from such Person), including, without limitation,
Affiliate Subordinated Indebtedness; (b) obligations of such Person to pay the
deferred purchase or acquisition price of Property or services, other than trade
accounts payable (other than for borrowed money) arising, and accrued expenses
incurred, in the ordinary course of business so long as such trade accounts
payable are payable within 120 days of the date the respective goods are
delivered or the respective services are rendered; (c) Indebtedness of others
secured by a Lien on the Property of such Person, whether or not the respective
indebtedness so secured has been assumed by such Person; (d) obligations of such
Person in respect of letters of

                                Credit Agreement
                                ----------------

<PAGE>
                                     - 14 -

credit or similar instruments issued or accepted by banks and other financial
institutions for account of such Person; (e) Capital Lease Obligations of such
Person; and (f) Indebtedness of others Guaranteed by such Person; provided that
                                                                  --------
Indebtedness shall exclude (i) obligations in respect of surety and performance
bonds backing pole rental or conduit attachments and the like, or backing
obligations under Franchises, arising in the ordinary course of business of the
CATV Systems and related telecommunications services of the Borrowers and their
Subsidiaries and (ii) all obligations in respect of Interest Rate Protection
Agreements.

                  "Information Memorandum" shall mean the Confidential
                   ----------------------
Information Memorandum dated April 2001 prepared in connection with the
syndication of the credit facilities provided for in this Agreement.

                  "Interest Coverage Ratio" shall mean, as at any date, the
                   -----------------------
ratio of (a) Operating Cash Flow for the fiscal quarter ending on, or most
recently ended prior to, such date to (b) Interest Expense for such fiscal
quarter.

                  Notwithstanding the foregoing, (a) the Interest Coverage Ratio
as at the last day of any fiscal quarter during which an Acquisition is
consummated shall be deemed to be equal to the ratio of Adjusted Operating Cash
Flow for such fiscal quarter to Interest Expense for such fiscal quarter and (b)
the Interest Coverage Ratio (i) as at any date prior to August 10, 2001, shall
be determined for the three-month period ended May 31, 2001, and (ii) as at any
date during the period commencing on August 10, 2001 through but not including
September 30, 2001, shall be determined for the fiscal quarter ended June 30,
2001 and, in the case of each of the foregoing clauses (i) and (ii), Interest
Expense shall be determined under the assumption that the Closing Date occurred
at the beginning of such three-month period or fiscal quarter.

                  "Interest Expense" shall mean, for any period, the sum, for
                   ----------------
the Borrowers and their Subsidiaries (determined on a combined basis without
duplication in accordance with GAAP), of the following: (a) all interest in
respect of Indebtedness (including, without limitation, the interest component
of any payments in respect of Capital Lease Obligations) accrued or capitalized
during such period (whether or not actually paid during such period) and all
commitment fees payable hereunder, but excluding all interest in respect of
Affiliate Subordinated Indebtedness (to the extent not paid in cash during such
period), plus (b) the net amount payable (or minus the net amount receivable)
         ----                                -----
under Interest Rate Protection Agreements during such period (whether or not
actually paid or received during such period) plus (c) the aggregate amount of
                                              ----
upfront or one-time fees or expenses payable in respect of Interest Rate
Protection Agreements to the extent such fees or expenses are amortized during
such period.

                  Notwithstanding the foregoing, if during any period for which
Interest Expense is being determined the Borrowers or any of their Subsidiaries
shall have consummated any acquisition of any CATV System or other business, or
consummated any Disposition, then, for

                                Credit Agreement
                                ---------------

<PAGE>

                                     - 15 -

all purposes of this Agreement, Interest Expense shall be determined on a pro
forma basis as if such acquisition or Disposition had been made or consummated
(and any related Indebtedness incurred or repaid) on the first day of such
period.

                  "Interest Period" shall mean, with respect to any Eurodollar
                   ---------------
Loan, each period commencing on the date such Eurodollar Loan is made or
Converted from a Base Rate Loan or (in the event of a Continuation) the last day
of the next preceding Interest Period for such Loan and ending on the
numerically corresponding day in the first, second, third or sixth calendar
month thereafter, as the Borrowers may select as provided in Section 4.05
hereof, except that each Interest Period that commences on the last Business Day
of a calendar month (or on any day for which there is no numerically
corresponding day in the appropriate subsequent calendar month) shall end on the
last Business Day of the appropriate subsequent calendar month. Notwithstanding
the foregoing:

                  (i)  if any Interest Period for any Revolving Credit Loan
         would otherwise end after the Revolving Credit Commitment Termination
         Date, such Interest Period shall end on the Revolving Credit Commitment
         Termination Date;

                  (ii) no Interest Period for any Revolving Credit Loan may
         commence before and end after any Revolving Credit Commitment Reduction
         Date unless, after giving effect thereto, the aggregate principal
         amount of Revolving Credit Loans having Interest Periods that end after
         such Revolving Credit Commitment Reduction Date shall be equal to or
         less than the aggregate principal amount of Revolving Credit Loans
         scheduled to be outstanding after giving effect to the payments of
         principal required to be made on such Revolving Credit Commitment
         Reduction Date;

                  (iii) no Interest Period for any Term Loan of either Class may
         commence before and end after any Principal Payment Date unless, after
         giving effect thereto, the aggregate principal amount of the Term Loans
         of such Class having Interest Periods that end after such Principal
         Payment Date shall be equal to or less than the aggregate principal
         amount of the Term Loans of such Class scheduled to be outstanding
         after giving effect to the payments of principal required to be made on
         such Principal Payment Date;

                  (iv) no Interest Period for any Incremental Facility Loan of
         any Series may commence before and end after any Principal Payment Date
         unless, after giving effect thereto, the aggregate principal amount of
         the Incremental Facility Loans of such Series having Interest Periods
         that end after such Principal Payment Date shall be equal to or less
         than the aggregate principal amount of the Incremental Facility Loans
         of such Series scheduled to be outstanding after giving effect to the
         payments of principal required to be made on such Principal Payment
         Date;

                                Credit Agreement
                                ----------------

<PAGE>
                                     - 16 -

                  (v) each Interest Period that would otherwise end on a day
         that is not a Business Day shall end on the next succeeding Business
         Day (or, if such next succeeding Business Day falls in the next
         succeeding calendar month, on the next preceding Business Day);

                  (vi) the initial Interest Period for any Tranche B-2 Term
         Loans that are Eurodollar Loans shall end on the Tranche B Coordination
         Date; and

                  (vii) notwithstanding clauses (i), (ii), (iii) and (iv) above,
         no Interest Period shall have a duration of less than one month and, if
         the Interest Period for any Eurodollar Loan would otherwise be a
         shorter period, such Loan shall not be available hereunder for such
         period.

                  "Interest Rate Protection Agreement" shall mean, for any
                   ----------------------------------
Person, an interest rate swap, cap or collar agreement or similar arrangement
between such Person and one or more financial institutions providing for the
transfer or mitigation of interest risks either generally or under specific
contingencies. For purposes hereof, the "credit exposure" at any time of any
                                         ---------------
Person under an Interest Rate Protection Agreement to which such Person is a
party shall be determined at such time in accordance with the standard methods
of calculating credit exposure under similar arrangements as prescribed from
time to time by the Administrative Agent, taking into account potential interest
rate movements and the respective termination provisions and notional principal
amount and term of such Interest Rate Protection Agreement.

                  "Investment" shall mean, for any Person: (a) the acquisition
                   ----------
(whether for cash, Property, services or securities or otherwise) of capital
stock, bonds, notes, debentures, partnership or other ownership interests or
other securities of any other Person or any agreement to make any such
acquisition (including, without limitation, any "short sale" or any sale of any
securities at a time when such securities are not owned by the Person entering
into such sale); (b) the making of any deposit with, or advance, loan or other
extension of credit to, any other Person (including the purchase of Property
from another Person subject to an understanding or agreement, contingent or
otherwise, to resell such Property to such Person), but excluding any such
advance, loan or extension of credit having a term not exceeding 90 days arising
in connection with the sale of programming or advertising time by such Person in
the ordinary course of business; (c) the entering into of any Guarantee of, or
other contingent obligation with respect to, Indebtedness or other liability of
any other Person and (without duplication) any amount committed to be advanced,
lent or extended to such Person; or (d) the entering into of any Interest Rate
Protection Agreement.

                  "Iowa Acquisition" shall mean the acquisition of CATV Systems
                   ----------------
and related assets by MCC Iowa pursuant to the Iowa Acquisition Agreement.

                                Credit Agreement
                                ----------------

<PAGE>
                                     - 17 -

                  "Iowa Acquisition Agreement" shall mean the Asset Purchase
                   --------------------------
Agreement among MCC and each of the entities constituting the Seller (as defined
therein) party thereto, dated as of February 26, 2001 (Iowa/Illinois), as the
same shall, subject to Section 8.19 hereof, be modified and supplemented and in
effect from time to time.

                  "Iowa Acquisition Consummation Date" shall mean a date not
                   ----------------------------------
earlier than the Third Acquisition Consummation Date on which the Iowa
Acquisition is consummated.

                  "Issuing Lender" shall mean Chase, as the issuer of Letters of
                   --------------
Credit under Section 2.03 hereof, together with its successors and assigns in
such capacity.

                  "Lender Affiliate" shall mean, (a) with respect to any Lender,
                   ----------------
(i) an Affiliate of such Lender or (ii) any entity (whether a corporation,
partnership, trust or otherwise) that is engaged in making, purchasing, holding
or otherwise investing in bank loans and similar extensions of credit in the
ordinary course of its business and is administered or managed by a Lender or an
Affiliate of such Lender and (b) with respect to any Lender that is a fund which
invests in bank loans and similar extensions of credit, any other fund that
invests in bank loans and similar extensions of credit and is managed by the
same investment advisor as such Lender or by an Affiliate of such investment
advisor.

                  "Letter of Credit" shall have the meaning assigned to such
                   ----------------
term in Section 2.03 hereof.

                  "Letter of Credit Documents" shall mean, with respect to any
                   --------------------------
Letter of Credit, collectively, any application therefor and any other
agreements, instruments, guarantees or other documents (whether general in
application or applicable only to such Letter of Credit) governing or providing
for (a) the rights and obligations of the parties concerned or at risk with
respect to such Letter of Credit or (b) any collateral security for any of such
obligations, each as the same may be modified and supplemented and in effect
from time to time.

                  "Letter of Credit Interest" shall mean, for each Revolving
                   -------------------------
Credit Lender, such Lender's participation interest (or, in the case of the
Issuing Lender, the Issuing Lender's retained interest) in the Issuing Lender's
liability under Letters of Credit and such Lender's rights and interests in
Reimbursement Obligations and fees, interest and other amounts payable in
connection with Letters of Credit and Reimbursement Obligations.

                  "Letter of Credit Liability" shall mean, without duplication,
                   --------------------------
at any time and in respect of any Letter of Credit, the sum of (a) the undrawn
face amount of such Letter of Credit plus (b) the aggregate unpaid principal
                              ----------
amount of all Reimbursement Obligations of the Borrowers at such time due and
payable in respect of all drawings made under such Letter of Credit. For
purposes of this Agreement, a Revolving Credit Lender (other than the Issuing

                                Credit Agreement
                                ----------------

<PAGE>
                                     - 18 -

Lender) shall be deemed to hold a Letter of Credit Liability in an amount equal
to its participation interest in the related Letter of Credit under Section 2.03
hereof, and the Issuing Lender shall be deemed to hold a Letter of Credit
Liability in an amount equal to its retained interest in the related Letter of
Credit after giving effect to the acquisition by the Revolving Credit Lenders
other than the Issuing Lender of their participation interests under said
Section 2.03.

                  "Lien" shall mean, with respect to any Property, any mortgage,
                   ----
lien, pledge, charge, security interest or encumbrance of any kind in respect of
such Property. For purposes of this Agreement and the other Loan Documents, a
Person shall be deemed to own subject to a Lien any Property that it has
acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, capital lease or other title retention agreement
(other than an operating lease) relating to such Property.

                  "Loan Documents" shall mean, collectively, this Agreement, the
                   --------------
Letter of Credit Documents, the Security Documents, each Management Fee
Subordination Agreement and each Affiliate Subordinated Indebtedness
Subordination Agreement.

                  "Loans" shall mean, collectively, the Revolving Credit Loans,
                   -----
the Tranche A Term Loans, the Tranche B Term Loans and the Incremental Facility
Loans.

                  "Majority Lenders" shall mean, subject to the last paragraph
                   ----------------
of Section 11.04 hereof, Lenders having more than 50% of the sum of (a) the
aggregate outstanding principal amount of the Tranche A Term Loans or, if the
Tranche A Term Loans shall not have been made, the aggregate outstanding
principal amount of the Tranche A Term Loan Commitments plus (b) the aggregate
                                                        ----
outstanding principal amount of the Tranche B Term Loans or, if the Tranche B
Term Loans shall not have been made, the aggregate principal amount of the
Tranche B Term Loan Commitments, as the case may be, plus (c) the aggregate
                                                     ----
outstanding principal amount of the Incremental Facility Loans of each Series
or, if the Incremental Facility Loans of such Series shall not have been made,
the aggregate outstanding principal amount of the Incremental Facility
Commitments of such Series plus (d) the sum of (i) the aggregate unused
                           ----
amount, if any, of the Revolving Credit Commitments at such time plus (ii) the
                                                                 ----
aggregate amount of Letter of Credit Liabilities at such time plus (iii) the
                                                              ----
aggregate outstanding principal amount of the Revolving Credit Loans at such
time.

                  The "Majority Lenders" of a particular Class of Loans shall
mean Lenders having outstanding Loans, Letter of Credit Liabilities, Commitments
or unused Commitments (as applicable, and determined in the manner provided
above) of such Class representing more than 50% of the total outstanding Loans,
Letter of Credit Liabilities, Commitments or unused Commitments of such Class at
such time.

                                Credit Agreement
                                ----------------

<PAGE>

                                     - 19 -

                  "Majority Revolving Credit Lenders" shall mean Revolving
                   ---------------------------------
Credit Lenders having more than 50% of the aggregate amount of the Revolving
Credit Commitments or, if the Revolving Credit Commitments shall have
terminated, Revolving Credit Lenders holding more than 50% of the sum of (a) the
aggregate unpaid principal amount of the Revolving Credit Loans plus (b) the
aggregate amount of all Letter of Credit Liabilities.

                  "Management Agreements" shall mean, collectively, the
                   ---------------------
Management Agreements, each dated as of June 6, 2001, between MCC Georgia, MCC
Illinois, MCC Iowa and MCC Missouri, respectively, and MCC, in each case as the
same shall, subject to Section 8.19 hereof, be modified and supplemented and in
effect from time to time.

                  "Management Fee Subordination Agreement" shall mean a
                   --------------------------------------
Management Fee Subordination Agreement substantially in the form of Exhibit F
hereto between the Manager (or, as contemplated by Section 8.11 hereof, any
other Person to whom the Borrowers or any of their Subsidiaries may be obligated
to pay Management Fees), the Borrowers and the Administrative Agent, as the same
shall be modified and supplemented and in effect from time to time.

                  "Management Fees" shall mean, for any period, the sum of all
                   ---------------
fees, salaries and other compensation (including, without limitation, all
Executive Compensation) paid or incurred by the Borrowers to Affiliates (other
than Affiliates that are employees of the Borrowers and their Subsidiaries) in
respect of services rendered in connection with the management or supervision of
the Borrowers and their Subsidiaries, provided that Management Fees shall
                                      --------
exclude the aggregate amount of intercompany shared expenses payable to Mediacom
Broadband, MCC or MLLC or any of their Subsidiaries that are allocated by MCC to
the Borrowers and their Subsidiaries in accordance with Section 5.04 of the
Guarantee and Pledge Agreement (other than the allocated amount of Executive
Compensation, which Executive Compensation shall in any event constitute
Management Fees hereunder).

                  "Manager" shall mean MCC, or any successor in such capacity as
                   -------
manager of the Borrowers.

                  "Margin Stock" shall mean "margin stock" within the meaning of
                   ------------
Regulations T, U and X.

                  "Material Adverse Effect" shall mean a material adverse effect
                   -----------------------
on (a) the Property, business, operations, financial condition, prospects,
liabilities or capitalization of the Borrowers and their Subsidiaries taken as a
whole, (b) the ability of any Obligor to perform its obligations under any of
the Loan Documents to which it is a party, (c) the validity or enforceability of
any of the Loan Documents, (d) the rights and remedies of the Lenders and the
Administrative Agent under any of the Loan Documents or (e) the timely payment
of the

                                CREDIT AGREEMENT
                                ----------------

<PAGE>

                                     - 20 -

principal of or interest on the Loans or the Reimbursement Obligations or
other amounts payable in connection therewith.

                  "MCC" shall mean Mediacom Communications Corporation, a
                   ---
Delaware corporation.

                  "Mediacom Broadband" shall mean Mediacom Broadband LLC, a
                   ------------------
Delaware limited liability company.

                  "Missouri Acquisition" shall mean the acquisition of CATV
                   --------------------
Systems and related assets by MCC Missouri pursuant to the Missouri Acquisition
Agreement.

                  "Missouri Acquisition Agreement" shall mean the Asset Purchase
                   ------------------------------
Agreement among MCC and each of the entities constituting the Seller (as defined
therein) party thereto, dated as of February 26, 2001 (Central Missouri), as the
same shall, subject to Section 8.19 hereof, be modified and supplemented and in
effect from time to time.

                  "MLLC" shall mean Mediacom LLC, a New York limited liability
                   ----
company.

                  "Multiemployer Plan" shall mean a multiemployer plan defined
                   ------------------
as such in Section 3(37) of ERISA to which contributions have been made by a
Borrower or any ERISA Affiliate and that is covered by Title IV of ERISA.

                  "Net Available Proceeds" shall mean:
                   ----------------------

                  (i) in the case of any Disposition, the amount of Net Cash
         Payments received in connection with such Disposition net of (A) the
         Tax Payment Amount, if any, attributable to such Disposition and (B)
         any transfer taxes (without duplication of taxes deducted in
         determining such Net Cash Payments) payable by the Borrowers or any of
         their Subsidiaries in respect of such Disposition;

                  (ii)  in the case of any Casualty Event, the aggregate amount
         of proceeds of insurance, condemnation awards and other compensation
         received by the Borrowers and their Subsidiaries in respect of such
         Casualty Event net of (A) reasonable expenses incurred by the Borrowers
         and their Subsidiaries in connection therewith, (B) contractually
         required repayments of Indebtedness to the extent secured by a Lien on
         such Property, (C) the Tax Payment Amount, if any, attributable to such
         Casualty Event and (D) any transfer taxes payable by the Borrowers or
         any of their Subsidiaries in respect of such Casualty Event; and

                                Credit Agreement
                                ----------------

<PAGE>
                                     - 21 -

                  (iii) in the case of any Debt Issuance, the aggregate amount
         of all cash received by the Borrowers or any of their Subsidiaries in
         respect of such Debt Issuance, net of reasonable expenses incurred by
         the Borrowers and their Subsidiaries in connection therewith.

                  "Net Cash Payments" shall mean, with respect to any
                   -----------------
Disposition, the aggregate amount of all cash payments, and the fair market
value of any non-cash consideration, received by the Borrowers and their
Subsidiaries directly or indirectly in connection with such Disposition;
provided that (a) Net Cash Payments shall be net of the amount of any legal,
--------
accounting, broker, title and recording tax expenses, commissions, finders' fees
and other fees and expenses paid by the Borrowers and their Subsidiaries in
connection with such Disposition and (b) Net Cash Payments shall be net of any
repayments by the Borrowers and their Subsidiaries of Indebtedness to the extent
that (i) such Indebtedness is secured by a Lien on the Property that is the
subject of such Disposition and (ii) the transferee of (or holder of a Lien on)
such Property requires that such Indebtedness be repaid as a condition to the
purchase of such Property.

                  "Obligors" shall mean, collectively, the Borrowers, Mediacom
                   --------
Broadband, MCC and, effective upon execution and delivery of any Subsidiary
Guarantee Agreement, each Subsidiary of the Borrowers so executing and
delivering such Subsidiary Guarantee Agreement.

                  "Operating Agreements" shall mean, collectively, the Operating
                   --------------------
Agreements, each dated as of June 6, 2001, for MCC Georgia, MCC Illinois, MCC
Iowa and MCC Missouri, respectively, in each case as the same shall be modified
and supplemented and in effect from time to time.

                  "Operating Cash Flow" shall mean, for any period, the sum, for
                   -------------------
the Borrowers and their Subsidiaries (determined on a combined basis without
duplication in accordance with GAAP), of the following: (a) System Cash Flow
minus (b) Management Fees paid during such period to the extent not exceeding
-----
4.00% of the gross operating revenues of the Borrowers and their Subsidiaries
for such period.

                  "Pay TV Units" shall mean the aggregate number of premium or
                   ------------
pay television services to which Subscribers subscribe.

                  "PBGC" shall mean the Pension Benefit Guaranty Corporation or
                   ----
any entity succeeding to any or all of its functions under ERISA.

                  "Permitted Investments" shall mean: (a) direct obligations of
                   ---------------------
the United States of America, or of any agency thereof, or obligations
guaranteed as to principal and interest by the United States of America, or of
any agency thereof, in either case maturing not more than 90

                                Credit Agreement
                                ----------------

<PAGE>
                                     - 22 -

days from the date of acquisition thereof; (b) certificates of deposit issued by
any bank or trust company organized under the laws of the United States of
America or any state thereof and having capital, surplus and undivided profits
of at least $500,000,000, maturing not more than 90 days from the date of
acquisition thereof; and (c) commercial paper rated A-1 or better or P-1 by
Standard & Poor's Ratings Services, a division of McGraw-Hill Companies, Inc.,
or Moody's Investors Services, Inc., respectively, maturing not more than 90
days from the date of acquisition thereof; in each case so long as the same (x)
provide for the payment of principal and interest (and not principal alone or
interest alone) and (y) are not subject to any contingency regarding the payment
of principal or interest.

                  "Person" shall mean any individual, corporation, company,
                   ------
voluntary association, partnership, limited liability company, joint venture,
trust, unincorporated organization or government (or any agency, instrumentality
or political subdivision thereof).

                  "Plan" shall mean an employee benefit or other plan
                   ----
established or maintained by the Borrowers or any ERISA Affiliates and that is
covered by Title IV of ERISA, other than a Multiemployer Plan.

                  "Pledge Agreement" shall mean a Pledge Agreement substantially
                   ----------------
in the form of Exhibit C hereto between the Borrowers, each of the additional
parties, if any, that becomes a "Securing Party" thereunder, and the
Administrative Agent, as the same shall be modified and supplemented and in
effect from time to time.

                  "Post-Default Rate" shall mean a rate per annum equal to 2%
                   -----------------
plus the Base Rate as in effect from time to time plus the Applicable Margin for
----
Base Rate Loans, provided that, with respect to principal of a Eurodollar Loan
                 --------
that shall become due (whether at stated maturity, by acceleration, by optional
or mandatory prepayment or otherwise) on a day other than the last day of the
Interest Period therefor, the "Post-Default Rate" shall be, for the period from
and including such due date to but excluding the last day of such Interest
Period, 2% plus the interest rate for such Loan as provided in Section 3.02(b)
           ----
hereof and, thereafter, the rate provided for above in this definition.

                  "Prime Rate" shall mean the rate of interest from time to time
                   ----------
announced by Chase at its principal office in New York City as its prime
commercial lending rate.

                  "Principal Payment Dates" shall mean (a) in the case of the
                   -----------------------
Term Loans, the last Business Day of March, June, September and December of each
year, commencing with September 30, 2004, through and including September 30,
2010 and (b) in the case of Incremental Facility Loans of any Series, such dates
as shall have been agreed upon between the Borrowers and the respective
Incremental Facility Lenders of such Series pursuant to Section

                                Credit Agreement
                                ----------------

<PAGE>
                                     - 23 -

2.01(e) hereof at the time such Lenders become
obligated to make such Incremental Facility Loans hereunder.

                  "Property" shall mean any right or interest in or to property
                   --------
of any kind whatsoever, whether real, personal or mixed and whether tangible or
intangible.

                  "Purchase Price" shall mean, without duplication, with respect
                   --------------
to any Subsequent Acquisition, an amount equal to the sum of (i) the aggregate
consideration, whether cash, Property or securities (including, without
limitation, any Indebtedness incurred pursuant to paragraph (f) of Section 8.07
hereof), paid or delivered by the Borrowers and their Subsidiaries in connection
with such acquisition plus (ii) the aggregate amount of liabilities of the
                      ----
acquired business (net of current assets of the acquired business) that would be
reflected on a balance sheet (if such were to be prepared) of the Borrowers and
their Subsidiaries after giving effect to such acquisition.

                  "Quarterly Dates" shall mean the last Business Day of March,
                   ---------------
June, September and December in each year, the first of which shall be the first
such day after the date of this Agreement.

                  "Quarterly Officer's Report" shall mean a quarterly report of
                   --------------------------
a Senior Officer with respect to Basic Subscribers, homes passed, revenues per
Subscriber and Pay TV Units, substantially in the form of Exhibit B hereto.

                  "Quarterly Payment Period" shall mean (i) initially, the
                   ------------------------
period from and including the Closing Date through and including the Quarterly
Date falling on the last Business Day of December, 2001 and (ii) thereafter,
each successive three-month period from and including a Quarterly Date to but
not including the next following Quarterly Date.

                  "Rate Ratio" shall mean, for any Quarterly Payment Period, the
                   ----------
daily average of the Total Leverage Ratio during the fiscal quarter ending
immediately prior to the first day of such Quarterly Payment Period. By way of
illustration, the Rate Ratio for a Quarterly Payment Period commencing on the
last Business Day of June of any year shall be the daily average of the Total
Leverage Ratio during the fiscal quarter ending on the March 31 immediately
preceding the last Business Day of such June. Notwithstanding the foregoing,
during the first Quarterly Payment Period (i.e. the period from and including
the Closing Date to but not including the last Business Day of December 2001),
the Rate Ratio shall be the Total Leverage Ratio on the Closing Date (computed
on a pro forma basis after giving effect to the borrowings to be made to enable
the Borrowers to effect any Broadband Acquisition being consummated on the
Closing Date).

                                Credit Agreement
                                ----------------

<PAGE>

                                     - 24 -

                  "Rate Ratio Certificate" shall mean, for any Quarterly Payment
                   ----------------------
Period commencing with the Quarterly Payment Period beginning with the last
Business Day of December 2001, a certificate of a Senior Officer setting forth,
in reasonable detail, the  calculation (and the basis for such calculation) of
the Rate Ratio for use in determining the Applicable Margin hereunder during
such Quarterly Payment Period.

                  "Region" shall mean each geographic region into which the CATV
                   ------
Systems of the Borrowers and their Subsidiaries are divided for operating and
management purposes.

                  "Register" shall have the meaning assigned to such term in
                   --------
Section 11.06(g) hereof.

                  "Regulations A, D, T, U and X" shall mean, respectively,
                   ----------------------------
Regulations A, D, T, U and X of the Board of Governors of the Federal Reserve
System (or any successor), as the same may be modified and supplemented and in
effect from time to time.

                  "Regulatory Change" shall mean, with respect to any Lender,
                   -----------------
any change after the date hereof in Federal, state or foreign law or regulations
(including, without limitation, Regulation D) or the adoption or making after
such date of any interpretation, directive or request applying to a class of
banks including such Lender of or under any Federal, state or foreign law or
regulations (whether or not having the force of law and whether or not failure
to comply therewith would be unlawful) by any court or governmental or monetary
authority charged with the interpretation or administration thereof.

                  "Reimbursement Obligations" shall mean, at any time, the
                   -------------------------
obligations of the Borrowers then outstanding, or that may thereafter arise in
respect of all Letters of Credit then outstanding, to reimburse amounts paid by
the Issuing Lender in respect of any drawings under a Letter of Credit.

                  "Release" shall mean any release, spill, emission, leaking,
                   -------
pumping, injection, deposit, disposal, discharge, dispersal, leaching or
migration into the indoor or outdoor environment, including, without limitation,
the movement of Hazardous Materials through ambient air, soil, surface water,
ground water, wetlands, land or subsurface strata.

                  "Reserve Requirement" shall mean, for any Interest Period for
                   -------------------
any Eurodollar Loan, the average maximum rate at which reserves (including,
without limitation, any marginal, supplemental or emergency reserves) are
required to be maintained during such Interest Period under Regulation D by
member banks of the Federal Reserve System in New York City with deposits
exceeding one billion Dollars against "Eurocurrency liabilities" (as such term
is used in Regulation D). Without limiting the effect of the foregoing, the
Reserve Requirement shall include any other reserves required to be maintained
by such member banks by reason of any

                                Credit Agreement
                                ----------------

<PAGE>

                                     - 25 -

Regulatory Change with respect to (i) any category of liabilities that includes
deposits by reference to which the Eurodollar Base Rate is to be determined as
provided in the definition of "Eurodollar Base Rate" in this Section 1.01 or
(ii) any category of extensions of credit or other assets that includes
Eurodollar Loans.

                  "Reserved Commitment Amount" shall have the meaning assigned
                   -------------------------
to such term in Section 2.01(a) hereof.

                  "Restricted Payments" shall mean, collectively, (a) all
                   -------------------
distributions of the Borrowers (in cash, Property or obligations) on, or other
payments or distributions on account of, or the setting apart of money for a
sinking or other analogous fund for, or the purchase, redemption, retirement or
other acquisition of, any portion of any ownership interest in the Borrowers or
of any warrants, options or other rights to acquire any such ownership interest
(or to make any payments to any Person, such as "phantom stock" payments, where
the amount thereof is calculated with reference to fair market or equity value
of the Borrowers or any of their Subsidiaries), (b) any payments made by a
Borrower to any holders of any equity interests in the Borrowers that are
designed to reimburse such holders for the payment of any taxes attributable to
the operations of the Borrowers and their Subsidiaries, (c) any payments of
principal of or interest on Affiliate Subordinated Indebtedness, (d) any
payments in respect of Management Fees and (e) any Affiliate Letters of Credit
issued by the Issuing Lender for the account of the Borrowers.

                  "Revolving Credit Availability Date" shall mean the Third
                   ----------------------------------
Acquisition Consummation Date, so long as (a) the entire amount of the Tranche
B-1 Term Loans shall have been applied to the consummation of one or more of the
Broadband Acquisitions (i.e. not including proceeds of Tranche B-1 Term Loans
held in escrow pursuant to Section 2.01(g) hereof) and (b) no prepayments of any
Tranche B Term Loans pursuant to Section 2.09 hereof shall have occurred
subsequent to the date of such drawing of Term Loans.

                  "Revolving Credit Commitment" shall mean, as to each Revolving
                   ---------------------------
Credit Lender, the obligation of such Lender to make Revolving Credit Loans, and
to issue or participate in Letters of Credit pursuant to Section 2.03 hereof, in
an aggregate principal or face amount at any one time outstanding up to but not
exceeding the amount set forth opposite the name of such Lender on Schedule I
hereto under the caption "Revolving Credit Commitment" or, in the case of a
Person that becomes a Revolving Credit Lender pursuant to an assignment
permitted under Section 11.06(b), as specified in the respective instrument of
assignment pursuant to which such assignment is effected (as the same may be
reduced from time to time pursuant to Section 2.04 or 2.10 hereof or increased
or reduced from time to time pursuant to assignments permitted under said
Section 11.06(b)). The original aggregate principal amount of the Revolving
Credit Commitments is $600,000,000.


                                Credit Agreement
                                ----------------

<PAGE>
                                     - 26 -

                  "Revolving Credit Commitment Percentage" shall mean, with
                   --------------------------------------
respect to any Revolving Credit Lender, the ratio of (a) the amount of the
Revolving Credit Commitment of such Lender to (b) the aggregate amount of the
Revolving Credit Commitments of all of the Lenders.

                  "Revolving Credit Commitment Reduction Dates" shall mean the
                   -------------------------------------------
last Business Day of March, June, September and December in each year,
commencing with December 31, 2004, through and including March 31, 2010.

                  "Revolving Credit Commitment Termination Date" shall mean the
                   --------------------------------------------
Revolving Credit Commitment Reduction Date falling on or nearest to March 31,
2010.

                  "Revolving Credit Lenders" shall mean (a) on the date hereof,
                   ------------------------
the Lenders having Revolving Credit Commitments on Schedule I hereto and (b)
thereafter, the Lenders from time to time holding Revolving Credit Loans and
Revolving Credit Commitments after giving effect to any assignments thereof
permitted by Section 11.06(b) hereof.

                  "Revolving Credit Loans" shall mean the loans provided for in
                   ----------------------
Section 2.01(a) hereof, which may be Base Rate Loans and/or Eurodollar Loans.

                  "Security Documents" shall mean, collectively, the Pledge
                   ------------------
Agreement, the Guarantee and Pledge Agreement and the Subsidiary Guarantee
Agreements, and all Uniform Commercial Code financing statements required by the
Pledge Agreement, the Guarantee and Pledge Agreement and the Subsidiary
Guarantee Agreements, to be filed with respect to the security interests created
pursuant to the Pledge Agreement, the Guarantee and Pledge Agreement and the
Subsidiary Guarantee Agreements.

                  "Senior Officer" shall mean an individual that is the
                   --------------
chairman, chief executive officer, chief financial officer, treasurer,
controller or director of corporate finance of the Manager, acting for and on
behalf of the Borrowers.

                  "Series" has the meaning set forth in Section 2.01(e).
                   ------

                  "Special Reductions" shall mean, as at any date during any
                   ------------------
fiscal quarter, the aggregate amount of reductions during such fiscal quarter
through such date in the undrawn face amount of Affiliate Letters of Credit
issued during such fiscal quarter (i.e. excluding reductions in such face amount
that occur upon a drawing under such Affiliate Letters of Credit), together with
the aggregate amount of Affiliate Letters of Credit issued during such fiscal
quarter that expire or are terminated during such fiscal quarter through such
date without being drawn.

                                Credit Agreement
                                ----------------

<PAGE>

                                     - 27 -

                  "Subscriber" shall mean a Person who subscribes to one or more
                   ---------
of the cable television services of the Borrowers and their Subsidiaries and
includes both Basic Subscribers and Persons who subscribe to Pay TV Units, but
excluding each such Person who is pending disconnection for any reason or is
delinquent in payment for such services for more than 60 days or who has not
paid in full without discount at least one monthly bill generated in the
ordinary course of business.

                  "Subsequent Acquisition Agreements" shall mean each agreement
                   ---------------------------------
pursuant to which a Subsequent Acquisition shall be consummated, as the same
shall, be modified and supplemented and in effect from time to time.

                  "Subsequent Acquisitions" shall mean any acquisition permitted
                   -----------------------
under 8.05(d)(v) hereof.

                  "Subsidiary" shall mean, with respect to any Person, any
                   ----------
corporation, partnership, limited liability company or other entity of which at
least a majority of the securities or other ownership interests having by the
terms thereof ordinary voting power to elect a majority of the board of
directors or other persons performing similar functions of such corporation,
partnership, limited liability company or other entity (irrespective of whether
or not at the time securities or other ownership interests of any other class or
classes of such corporation, partnership, limited liability company or other
entity shall have or might have voting power by reason of the happening of any
contingency) is at the time directly or indirectly owned or controlled by such
Person or one or more Subsidiaries of such Person or by such Person and one or
more Subsidiaries of such Person.

                  "Subsidiary Guarantee Agreement" shall mean a Subsidiary
                   ------------------------------
Guarantee Agreement substantially in the form of Exhibit E hereto by a
Subsidiary of a Borrower in favor of the Administrative Agent, as the same shall
be modified and supplemented and in effect from time to time.

                  "Subsidiary Guarantor" shall mean any Subsidiary of the
                   --------------------
Borrowers that executes and delivers a Subsidiary Guarantee Agreement.

                  "Supplemental Capital" shall mean (a) advances made by an
                   --------------------
Affiliate to the Borrowers constituting Affiliate Subordinated Indebtedness
(excluding any Cure Monies) and (b) equity contributions by an Affiliate
subsequent to the date of this Agreement (excluding any Cure Monies).

                  "System Cash Flow" shall mean, for any period, the sum, for
                   ----------------
the Borrowers and their Subsidiaries (determined on a combined basis without
duplication in accordance with GAAP), of the following: (a) gross operating
revenues (not including extraordinary items) for


                                Credit Agreement
                                ----------------

<PAGE>

                                     - 28 -

such period minus (b) all operating expenses (not including extraordinary items)
            -----
for such period, including, without limitation, technical, programming and
selling, general and administrative expenses, but excluding (to the extent
included in operating expenses) income taxes, Management Fees, depreciation,
amortization and interest expense (including, without limitation, all items
included in Interest Expense), plus (c) any compensation received for management
                               ----
services provided by the Borrowers during such period in respect of any
Franchises retained by (i) the respective Broadband Sellers pursuant to the
Broadband Acquisition Agreements to which they are party and (ii) any Franchises
retained by the seller pursuant to any Subsequent Acquisition Agreement during
any such period plus (d) to the extent reimbursed by the Borrowers, all capital
                ----
expenditures made by the Broadband Sellers in respect of Franchises retained
during such period, provided that gross operating revenues and operating
expenses for any period shall exclude all extraordinary and unusual items and
all non-cash items. For the purposes of determining System Cash Flow, gross
operating revenues will include revenues received in cash in respect of
investments, so long as such investments are recurring (i.e. reasonably expected
to continue for four or more fiscal quarters) and do not for any period exceed
20% of gross operating revenues for such period (not including (i) extraordinary
items and (ii) such investment revenues).

                  Notwithstanding the foregoing, (i) if during any period for
which System Cash Flow is being determined the Borrowers or any of their
Subsidiaries shall have consummated any acquisition of any CATV System or other
business, or consummated any Disposition, then, for all purposes of this
Agreement (other than for purposes of the definition of Excess Cash Flow),
System Cash Flow shall be determined on a pro forma basis as if such acquisition
or Disposition had been made or consummated on the first day of such period and
(ii) System Cash Flow for all purposes of this Agreement for any period ended on
or before June 30, 2001 shall be calculated on a pro forma basis under the
assumption that the Closing Date occurred at the beginning of such period.

                  "Tax Payment Amount" shall mean, for any period, an amount not
                   ------------------
exceeding in the aggregate the amount of Federal, state and local income taxes
the Borrowers would otherwise have paid in the event they were corporations
(other than "S corporations" within the meaning of Section 1361 of the Code) for
such period and all prior periods.

                  "Term Loan Commitment Expiration Date" shall mean November 30,
                   ------------------------------------
2001.

                  "Term Loan Commitments" shall mean, collectively, the Tranche
                   ---------------------
A Term Loan Commitments and the Tranche B Term Loan Commitments.

                  "Term Loan Lenders" shall mean (a) on the date hereof, the
                   -----------------
Lenders having Term Loan Commitments on Schedule I hereto and (b) thereafter,
the Lenders from time to time

                                Credit Agreement
                                ----------------

<PAGE>
                                     - 29 -

holding Term Loans and Term Commitments after
giving effect to any assignments thereof permitted by Section 11.06(b) hereof.

                  "Term Loans" shall mean, collectively, the Tranche A Term
                   ----------
Loans and the Tranche B Term Loans.

                  "Third Acquisition Consummation Date" shall mean the date on
                   -----------------------------------
which all three of the Georgia Acquisition, the Illinois Acquisition and the
Missouri Acquisition have been consummated, regardless of whether the
consummation of such Acquisitions occurs on the same or different dates.

                  "Total Leverage Ratio" shall mean, as at any date, the ratio
                   --------------------
of (a) the aggregate amount of all Indebtedness of the Borrowers and their
Subsidiaries (excluding Affiliate Subordinated Indebtedness and the first
$10,000,000 of Capital Lease  Obligations and non-recourse liens described in
clauses (c) and (e) of the definition of Indebtedness as defined in this Section
1.01) as at such date to (b) the product of (x) System Cash Flow for the fiscal
quarter ending on, or most recently ended prior to, such date times (y) four.
                                                              -----

                  Notwithstanding the foregoing, the Total Leverage Ratio as at
any date during any fiscal quarter during which an Acquisition is consummated
shall be deemed to be equal to the ratio of (a) the aggregate amount of all
Indebtedness of the Borrowers and their Subsidiaries (excluding Affiliate
Subordinated Indebtedness and the first $10,000,000 of Capital Lease Obligations
and non-recourse liens described in clauses (c) and (e) of the definition of
Indebtedness as defined in this Section 1.01) as at such date to (b) the product
of Adjusted System Cash Flow for the immediately preceding fiscal quarter (or,
if such date is prior to August 10, 2001, for the three-month period ended May
31, 2001) times four.
          -----

                  "Tranche A Term Loan Commitment" shall mean, as to each
                   ------------------------------
Tranche A Term Loan Lender, the obligation of such Lender to make Tranche A Term
Loans in an aggregate principal amount up to, but not exceeding, the amount set
forth opposite the name of such Lender on Schedule I under the caption "Tranche
A Term Loan Commitment" or, in the case of a Person that becomes a Tranche A
Term Loan Lender pursuant to an assignment permitted under Section 11.06(b), as
specified in the respective instrument of assignment pursuant to which such
assignment is effected (as the same may be reduced at any time or from time to
time pursuant to Section 2.04 or 2.10 or increased or reduced from time to time
pursuant to assignments permitted under said Section 11.06(b)). The original
aggregate principal amount of the Tranche A Term Loan Commitments is
$300,000,000.

                  "Tranche A Term Loan Lenders" shall mean (a) on the date
                   ---------------------------
hereof, the Lenders having Tranche A Term Loan Commitments on Schedule I and (b)
thereafter, the Lenders from

                                Credit Agreement
                                ----------------

<PAGE>
                                     - 30 -

time to time holding Tranche A Term Loans and Tranche A Term Loan Commitments
after giving effect to any assignments thereof permitted by Section 11.06(b).

                  "Tranche A Term Loans" shall mean the loans provided for in
                   --------------------
Section 2.01(b), which may be Base Rate Loans and/or Eurodollar Loans.

                  "Tranche B Coordination Date" shall mean the last day of the
                   ---------------------------
Interest Period for the Tranche B-1 Term Loans commencing on or after the date
upon which the Tranche B-2 Term Loans shall be made (or, in the event that the
Tranche B-1 Term Loans are all Base Rate Loans on the date the Tranche B-2 Term
Loans shall be made, the "Tranche B Coordination Date" shall be the date the
Tranche B-2 Term Loans are made); provided that if the Tranche B-2 Term Loan
                                  --------
Commitments shall terminate without the Tranche B-2 Term Loans being made, the
"Tranche B Coordination Date" shall be the last day of the Interest Period for
the Tranche B-1 Term Loans in effect on the date of such termination (or, in the
event that on such date the Tranche B-1 Term Loans are Base Rate Loans, the
"Tranche B Coordination Date" shall be the date of such termination).

                  "Tranche B Term Loan Commitments" shall mean, collectively,
                   -------------------------------
the Tranche B-1 Term Loan Commitments and the Tranche B-2 Term Loan Commitments.

                  "Tranche B Term Loan Lenders" shall mean, collectively, the
                   ---------------------------
Lenders having Tranche B-1 Term Loan Commitments and Tranche B-2 Term Loan
Commitments and, as applicable, the Lenders from time to time holding Tranche B
Term Loans.

                  "Tranche B Term Loans" shall mean, collectively, the Tranche
                   --------------------
B-1 Term Loans and the Tranche B-2 Term Loans which, on and after the Tranche B
Coordination Date as provided in Section 1.03 hereof, shall be deemed to be a
single Class of Loans designated as "Tranche B Term Loans" hereunder.

                  "Tranche B-1 Term Loan Commitment" shall mean, as to each
                   --------------------------------
Tranche B-1 Term Loan Lender, the obligation of such Lender to make Tranche B-1
Term Loans in an aggregate principal amount up to, but not exceeding, the amount
set forth opposite the name of such Lender on Schedule I under the caption
"Tranche B-1 Term Loan Commitment" or, in the case of a Person that becomes a
Tranche B-1 Term Loan Lender pursuant to an assignment permitted under Section
11.06(b), as specified in the respective instrument of assignment pursuant to
which such assignment is effected (as the same may be reduced at any time or
from time to time pursuant to Section 2.04 or 2.10 or increased or reduced from
time to time pursuant to assignments permitted under said Section 11.06(b)). The
original aggregate principal amount of the Tranche B-1 Term Loan Commitments is
$350,000,000.

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 31 -

          "Tranche B-1 Term Loan Lenders" shall mean (a) on the date hereof, the
           -----------------------------
Lenders having Tranche B-1 Term Loan Commitments on Schedule I and (b)
thereafter, the Lenders from time to time holding Tranche B-1 Term Loans and
Tranche B-1 Term Loan Commitments after giving effect to any assignments thereof
permitted by Section 11.06(b).

          "Tranche B-1 Term Loans" shall mean the loans provided for in Section
           ----------------------
2.01(c), which may be Base Rate Loans and/or Eurodollar Loans.

          "Tranche B-2 Term Loan Commitment" shall mean, as to each Tranche B-2
           --------------------------------
Term Loan Lender, the obligation of such Lender to make Tranche B-2 Term Loans
in an aggregate principal amount up to, but not exceeding, the amount set forth
opposite the name of such Lender on Schedule I under the caption "Tranche B-2
Term Loan Commitment" or, in the case of a Person that becomes a Tranche B-2
Term Loan Lender pursuant to an assignment permitted under Section 11.06(b), as
specified in the respective instrument of assignment pursuant to which such
assignment is effected (as the same may be reduced at any time or from time to
time pursuant to Section 2.04 or 2.10 or increased or reduced from time to time
pursuant to assignments permitted under said Section 11.06(b)). The original
aggregate principal amount of the Tranche B-2 Term Loan Commitments is
$150,000,000.

          "Tranche B-2 Term Loan Lenders" shall mean (a) on the date hereof, the
           -----------------------------
Lenders having Tranche B-2 Term Loan Commitments on Schedule I and (b)
thereafter, the Lenders from time to time holding Tranche B-2 Term Loans and
Tranche B-2 Term Loan Commitments after giving effect to any assignments thereof
permitted by Section 11.06(b).

          "Tranche B-2 Term Loans" shall mean the loans provided for in Section
           ----------------------
2.01(d), which may be Base Rate Loans and/or Eurodollar Loans.

          "Type" shall have the meaning assigned to such term in Section 1.03
           ----
hereof.

          "U.S. Person" shall mean a citizen or resident of the United States of
           -----------
America, a corporation, partnership, limited liability company or other entity
created or organized in or under any laws of the United States of America or any
State thereof, or any estate or trust that is subject to Federal income taxation
regardless of the source of its income.

          "U.S. Taxes" shall mean any present or future tax, assessment or other
           ----------
charge or levy imposed by or on behalf of the United States of America or any
taxing authority thereof.

          "Wholly Owned Subsidiary" shall mean, with respect to any Person, any
           -----------------------
corporation, partnership, limited liability company or other entity of which all
of the equity securities or other ownership interests (other than, in the case
of a corporation, directors' qualifying shares) are directly or indirectly owned
or controlled by such Person or one or more

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 32 -


Wholly Owned Subsidiaries of such Person or by such Person and one or more
Wholly Owned Subsidiaries of such Person.

          "Working Capital" shall mean, as at such date, for the Borrowers and
           ---------------
their Subsidiaries (determined on a combined basis without duplication in
accordance with GAAP) (a) current assets (excluding cash and cash equivalents)
minus (b) current liabilities (excluding the current portion of long term debt
and of any installments of principal payable hereunder).

          1.02 Accounting Terms and Determinations.
               -----------------------------------

          (a) Accounting Terms and Determinations Generally. Except as otherwise
              ---------------------------------------------
expressly provided herein, all accounting terms used herein shall be
interpreted, and all financial statements and certificates and reports as to
financial matters required to be delivered to the Lenders hereunder shall
(unless otherwise disclosed to the Lenders in writing at the time of delivery
thereof in the manner described in paragraph (b) below) be prepared, in
accordance with generally accepted accounting principles applied on a basis
consistent with those used in the preparation of the latest financial statements
furnished to the Lenders hereunder (which, prior to the delivery of the first
financial statements under Section 8.01 hereof, shall mean the unaudited pro
forma financial statements, referred to in Section 7.02(iii) hereof). All
calculations made for the purposes of determining compliance with this Agreement
shall (except as otherwise expressly provided herein) be made by application of
generally accepted accounting principles applied on a basis consistent with
those used in the preparation of the latest annual or quarterly financial
statements furnished to the Lenders pursuant to Section 8.01 hereof (or, prior
to the delivery of the first financial statements under Section 8.01 hereof,
used in the preparation of the unaudited pro forma financial statements referred
to in Section 7.02(iii) hereof) unless

          (i) the Borrowers shall have objected to determining such compliance
     on such basis at the time of delivery of such financial statements, or

          (ii) the Majority Lenders shall so object in writing within 30 days
     after delivery of such financial statements,

in either of which events such calculations shall be made on a basis consistent
with those used in the preparation of the latest financial statements as to
which such objection shall not have been made (which, if objection is made in
respect of the first financial statements delivered under Section 8.01 hereof,
shall mean the unaudited pro forma financial statements referred to in Section
7.02(iii) hereof).

          (b) Statement of Accounting Variations. The Borrowers shall deliver to
              ----------------------------------
the Lenders at the same time as the delivery of any annual or quarterly
financial statement under

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 33 -


Section 8.01 hereof (i) a description in reasonable detail of any material
variation between the application of accounting principles employed in the
preparation of such statement and the application of accounting principles
employed in the preparation of the next preceding annual or quarterly financial
statements as to which no objection has been made in accordance with the last
sentence of paragraph (a) above and (ii) reasonable estimates of the difference
between such statements arising as a consequence thereof.

          (c) Changes in Fiscal Periods. To enable the ready and consistent
              -------------------------
determinat on of compliance with the covenants set forth in Section 8 hereof,
none of the Borrowers will change the last day of its fiscal year from December
31, or the last days of the first three fiscal quarters in each of its fiscal
years from March 31, June 30 and September 30 of each year, respectively.

          1.03 Classes and Types of Loans. Loans hereunder are distinguished by
               --------------------------
"Class" and by "Type". The "Class" of a Loan (or of a Commitment to make a Loan)
refers to whether such Loan is a Revolving Credit Loan, a Tranche A Term Loan, a
Tranche B Term Loan (including a Tranche B-1 Term Loan and a Tranche B-2 Term
Loan) or an Incremental Facility Loan of any Series, each of which constitutes a
Class. The "Type" of a Loan refers to whether such Loan is a Base Rate Loan or a
Eurodollar Loan, each of which constitutes a Type. Loans may be identified by
both Class and Type. Incremental Facility Loans and Incremental Facility
Commitments shall be classified by Series, each of which shall be considered a
separate Class. On and after the Tranche B Coordination Date, the Tranche B-1
Term Loans and Tranche B-2 Term Loans shall be deemed to be a single Class of
Loans designated as "Tranche B Term Loans" hereunder.

          1.04 Subsidiaries. None of the Borrowers has any Subsidiaries on the
               ------------
date hereof; reference in this Agreement to Subsidiaries of the Borrowers shall
be deemed inapplicable until such time as the Majority Lenders shall consent to
the creation of such Subsidiaries or such Subsidiaries shall in fact come into
existence in accordance with the terms hereof.

          1.05 Nature of Obligations of Borrowers. It is the intent of the
               ----------------------------------
parties hereto that the Borrowers shall be jointly and severally obligated
hereunder and under the notes executed and delivered by the Borrowers pursuant
to Section 2.08(d) hereof, as co-borrowers under this Agreement and as co-makers
on such notes, in respect of the principal of and interest on, and all other
amounts owing in respect of, the Loans and such notes.

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 34 -


          Section 2. Commitments, Loans and Prepayments.
                     ----------------------------------

          2.01 Loans.
               -----

          (a) Revolving Credit Loans. Each Revolving Credit Lender severally
              ----------------------
agrees, on the terms and conditions of this Agreement, to make loans to the
Borrowers in Dollars during the period from and including the Revolving Credit
Availability Date to but not including the Revolving Credit Commitment
Termination Date in an aggregate principal amount at any one time outstanding up
to but not exceeding the amount of the Revolving Credit Commitment of such
Lender as in effect from time to time, provided that in no event shall the
                                       --------
aggregate principal amount of all Revolving Credit Loans, together with the
aggregate amount of all Letter of Credit Liabilities, exceed the aggregate
amount of the Revolving Credit Commitments as in effect from time to time that
are available at such time under the third paragraph of this Section 2.01(a).
Subject to the terms and conditions of this Agreement, during such period the
Borrowers may borrow, repay and reborrow the amount of the Revolving Credit
Commitments by means of Base Rate Loans and Eurodollar Loans and may Convert
Revolving Credit Loans of one Type into Revolving Credit Loans of another Type
(as provided in Section 2.09 hereof) or Continue Revolving Credit Loans of one
Type as Revolving Credit Loans of the same Type (as provided in Section 2.09
hereof).

          Proceeds of Revolving Credit Loans shall be available for any use
permitted under Section 8.17(a) hereof, provided that, in the event that as
                                        --------
contemplated by clause (x) of the second paragraph of Section 2.10(d) hereof,
the Borrowers shall prepay Revolving Credit Loans from the proceeds of a
Disposition hereunder, then an amount of Revolving Credit Commitments equal to
the amount of such prepayment (herein the "Reserved Commitment Amount") shall be
                                           --------------------------
reserved and shall not be available for borrowings hereunder except and to the
extent that the proceeds of such borrowings are to be applied to make Subsequent
Acquisitions permitted under Section 8.05 hereof or to make prepayments of Loans
under clause (y) of the second paragraph of Section 2.10(d) hereof. The
Borrowers agree, upon the occasion of any borrowing of Revolving Credit Loans
hereunder that is to constitute a utilization of any Reserved Commitment Amount,
to advise the Administrative Agent in writing of such fact at the time of such
borrowing, identifying the amount of such borrowing that is to constitute such
utilization, the Subsequent Acquisition, if any, in respect of which the
proceeds of such borrowing are to be applied and the reduced Reserved Commitment
Amount to be in effect after giving effect to such borrowing.

          Anything herein to the contrary notwithstanding, only $200,000,000 of
the Revolving Credit Commitments will become available on the Revolving Credit
Availability Date; the remaining $400,000,000 of the Revolving Credit
Commitments will become available

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 35 -


on the Iowa Acquisition Consummation Date and then only so long as (i) the same
shall occur on or before November 30, 2001, (ii) the full original aggregate
committed amounts of the Tranche A and Tranche B Term Loan Commitments shall
have been drawn on or before such date and applied to the consummation of one or
more of the Broadband Acquisitions (i.e. not including proceeds of Tranche B
Term Loans held in escrow pursuant to Section 2.01(g) hereof) and (iii) no
prepayments of any Term Loans pursuant to Section 2.09 hereof shall have
occurred subsequent to the date of such drawing of Term Loans (it being
understood that, as provided in Section 2.04(c) hereof, the Revolving Credit
Commitments shall be automatically reduced to $200,000,000 on November 30, 2001
if such remaining $400,000,000 does not become available hereunder on or before
said date).

          (b) Tranche A Term Loans. Each Tranche A Term Loan Lender severally
              --------------------
agrees, on the terms and conditions of this Agreement, to make term loans to the
Borrowers in Dollars during the period from and including the Iowa Acquisition
Consummation Date to and including the Term Loan Commitment Expiration Date in
an aggregate principal amount up to but not exceeding the amount of the Tranche
A Term Loan Commitment of such Lender. Subject to the terms and conditions of
this Agreement, during such period the Borrowers may borrow the Tranche A Term
Loan Commitments by means of Base Rate Loans and Eurodollar Loans, and
thereafter the Borrowers may Convert Tranche A Term Loans of one Type into
Tranche A Term Loans of another Type (as provided in Section 2.09 hereof) or
Continue Tranche A Term Loans of one Type as Tranche A Term Loans of the same
Type (as provided in Section 2.09 hereof). Amounts prepaid or repaid in respect
of Tranche A Term Loans may not be reborrowed.

          Proceeds of Tranche A Term Loans hereunder shall be available for any
use permitted under the first sentence of Section 8.17(b) hereof.

          Anything herein to the contrary notwithstanding, the Tranche A Term
Loan Commitments will become available on the Iowa Acquisition Consummation Date
only so long as (i) the same shall occur on or before November 30, 2001, (ii)
the full original aggregate committed amounts of the Tranche B Term Loan
Commitments shall have been drawn on or before such date and applied to the
consummation of one or more of the Broadband Acquisitions (i.e. not including
proceeds of Tranche B Term Loans held in escrow pursuant to Section 2.01(g)
hereof) and (iii) no prepayments of any Tranche B Term Loans pursuant to Section
2.09 hereof shall have occurred subsequent to the date of such drawing of
Tranche B Term Loans (it being understood that, as provided in Section 2.04(c)
hereof, the Tranche A Term Loan Commitments shall be automatically terminated on
November 30, 2001 if they do not become available hereunder on or before said
date).

          (c) Tranche B-1 Term Loans. Each Tranche B-1 Term Loan Lender
              ----------------------
severally agrees, on the terms and conditions of this Agreement, to make term
loans to the Borrowers in Dollars from and including the Third Acquisition
Consummation Date to and including the Term

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 36 -

Loan Commitment Expiration Date in an aggregate principal amount up to but not
exceeding the amount of the Tranche B-1 Term Loan Commitment of such Lender.
Subject to the terms and conditions of this Agreement, during such period the
Borrowers may borrow the Tranche B-1 Term Loan Commitments by means of Base Rate
Loans and Eurodollar Loans, and thereafter the Borrowers may Convert Tranche B-1
Term Loans of one Type into Tranche B-1 Term Loans of another Type (as provided
in Section 2.09 hereof) or Continue Tranche B-1 Term Loans of one Type as
Tranche B-1 Term Loans of the same Type (as provided in Section 2.09 hereof).
Amounts prepaid or repaid in respect of Tranche B-1 Term Loans may not be
reborrowed.

          Proceeds of Tranche B-1 Term Loans hereunder shall be available for
any use permitted under the first sentence of Section 8.17(b) hereof.

          Anything herein to the contrary notwithstanding, except as provided in
Section 2.01(g) hereof, the Tranche B-1 Term Loan Commitments will become
available on the Third Acquisition Consummation Date but only so long as the
same shall occur on or before the date sixty days after the date hereof (it
being understood that, as provided in Section 2.04(c) hereof, the Tranche B-1
Term Loan Commitments shall be automatically terminated on said date if they are
not fully drawn on or before said date).

          (d) Tranche B-2 Term Loans. Each Tranche B-2 Term Loan Lender
              ----------------------
severally agrees, on the terms and conditions of this Agreement, to make term
loans to the Borrowers in Dollars from and including the Iowa Acquisition
Consummation Date to and including the Term Loan Commitment Expiration Date in
an aggregate principal amount up to but not exceeding the amount of the Tranche
B-2 Term Loan Commitment of such Lender. Subject to the terms and conditions of
this Agreement, during such period the Borrowers may borrow the Tranche B-2 Term
Loan Commitments by means of Base Rate Loans and Eurodollar Loans, and
thereafter the Borrowers may Convert Tranche B-2 Term Loans of one Type into
Tranche B-2 Term Loans of another Type (as provided in Section 2.09 hereof) or
Continue Tranche B-2 Term Loans of one Type as Tranche B-2 Term Loans of the
same Type (as provided in Section 2.09 hereof). Amounts prepaid or repaid in
respect of Tranche B-2 Term Loans may not be reborrowed.

          Proceeds of Tranche B-2 Term Loans hereunder shall be available for
any use permitted under the first sentence of Section 8.17(b) hereof.

          Anything herein to the contrary notwithstanding, except as provided in
Section 2.01(g) hereof, the Tranche B-2 Term Loan Commitments will become
available on the Iowa Acquisition Consummation Date but only so long as the same
shall occur on or before the date sixty days after the date hereof (it being
understood that, as provided in Section 2.04(c) hereof, the Tranche B-2 Term
Loan Commitments shall be automatically terminated on said date if they are not
fully drawn on or before said date).

          (e) Incremental Facility Loans. In addition to borrowings of Term
              --------------------------
Loans and Revolving Credit Loans provided above, at any time during the
Incremental Facility Availability

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 37 -


Period the Borrowers may from time to time request that the Lenders offer to
enter into commitments to make additional term loans to the Borrowers hereunder,
which commitment of any Lender shall not be less than $10,000,000 and not
greater than $100,000,000. In the event that one or more of the Lenders offer,
in their sole discretion, to enter into such commitments, and such Lenders and
the Borrowers agree pursuant to an instrument in writing (the form and substance
of which shall be satisfactory, and a copy of which shall be delivered, to the
Administrative Agent and the Lenders making such Loans) as to the amount of such
commitments that shall be allocated to the respective Lenders making such
offers, the fees (if any) to be payable by the Borrowers in connection therewith
and the amortization and interest rate to be applicable thereto, such Lenders
shall become obligated to make Incremental Facility Loans under this Agreement
in an amount equal to the amount of their respective Incremental Facility
Commitments. The Incremental Facility Loans to be made pursuant to any such
agreement between the Borrowers and one or more Lenders in response to any such
request by the Borrowers shall be deemed to be a separate "Series" of
                                                           ------
Incremental Facility Loans for all purposes of this Agreement.

          Anything herein to the contrary notwithstanding, (i) the minimum
aggregate principal amount of Incremental Facility Commitments entered into
pursuant to any such request (and, accordingly, the minimum aggregate principal
amount of any Series of Incremental Facility Loans) shall be $25,000,000, (ii)
the aggregate principal amount of all unused Incremental Facility Commitments
and Incremental Facility Loans shall not exceed (x) $200,000,000 prior to the
Iowa Acquisition Consummation Date and (y) $500,000,000 thereafter, (iii) in no
event shall the final maturity date for the Incremental Facility Loans of any
Series be earlier than the final Principal Payment Date for the Term Loans, nor
shall the amortization for any Incremental Facility Loans of any Series be at a
rate faster (i.e. earlier) than the rate of amortization of the Term Loans (the
determination of whether or not such amortization is faster to be made by the
Administrative Agent) and (iv) except for the amortization and interest rate to
be applicable thereto, and any fees to be paid in connection therewith, the
Incremental Facility Loans of any Series shall have the same terms as the
Tranche B Term Loans.

          Proceeds of Incremental Facility Loans hereunder shall be available
for any use permitted under the last sentence of Section 8.17(b) hereof.

          (f) Certain Limitations on Eurodollar Loans. No more than seven
              ---------------------------------------
separate Interest Periods in respect of Eurodollar Loans of a Class from each
Lender may be outstanding at any one time. In addition, prior to the Tranche B
Coordination Date, no Tranche B-1 Term Loan shall have an Interest Period with a
duration longer than one month and, upon the making of the Tranche B-2 Term
Loans (to the extent that the Borrowers request that such Loans be Eurodollar
Loans), the initial Interest Period therefor shall have a duration commencing on
the date of such Loans and ending on the Tranche B Coordination Date.

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 38 -


          (g) Escrow Availability. Notwithstanding Section 2.01(c) and 2.01(d)
              -------------------
hereof, the Tranche B Term Loans may be borrowed prior to the Third Acquisition
Consummation Date (in the case of the Tranche B-1 Term Loans) or the Iowa
Acquisition Consummation Date (in the case of the Tranche B-2 Term Loans), but
not later than the date 60 days after the date hereof, to the extent that the
proceeds of such Loans are deposited in escrow with the Administrative Agent.
Any funds so deposited shall constitute collateral security for the Tranche B
Term Loans only and, upon request of the Borrowers, shall be available for
release from escrow in the respective amounts and subject to the same respective
conditions that would be applicable to the making of the Tranche B Term Loans as
provided herein, provided that to the extent such conditions have not been
                 --------
satisfied, and such funds have not been released from escrow, on or before
November 30, 2001, then on such date, such funds shall be applied to the
prepayment of the Tranche B Term Loans.

          2.02 Borrowings. The Borrowers shall give the Administrative Agent
               ----------
notice of each borrowing hereunder as provided in Section 4.05 hereof. Not later
than 1:00 p.m. New York time on the date specified for each borrowing hereunder,
each Lender shall make available the amount of the Loan or Loans to be made by
it on such date to the Administrative Agent, at an account designated by the
Administrative Agent to the Lenders, in immediately available funds, for account
of the Borrowers. The amount so received by the Administrative Agent shall,
subject to the terms and conditions of this Agreement, be made available to the
Borrowers by depositing the same, in immediately available funds, in an account
of the Borrowers designated by the Borrowers and maintained with Chase at its
principal office.

          2.03 Letters of Credit. Subject to the terms and conditions of this
               -----------------
Agreement, the Revolving Credit Commitments may be utilized, upon the request of
the Borrowers, in addition to the Revolving Credit Loans provided for by Section
2.01(a) hereof, by the issuance by the Issuing Lender of letters of credit
(collectively, "Letters of Credit") for account of the Borrowers or any of their
                -----------------
Subsidiaries (as specified by the relevant Borrower), provided that in no event
                                                      --------
shall (i) the aggregate amount of all Letter of Credit Liabilities, together
with the aggregate principal amount of the Revolving Credit Loans, exceed the
aggregate amount of the Revolving Credit Commitments as in effect from time to
time that are available at such time under the third paragraph of Section
2.01(a) hereof, (ii) any Letter of Credit be available prior to the Revolving
Credit Availability Date, (iii) the outstanding aggregate amount of all Letter
of Credit Liabilities exceed (x) $50,000,000 prior to the Iowa Acquisition
Consummation Date or (y) $200,000,000 thereafter and (iv) the expiration date of
any Letter of Credit extend beyond the earlier of the date five Business Days
prior to the Revolving Credit Commitment Termination Date and the date twelve
months following the issuance of such Letter of Credit (or, in the case of any
renewal or extension thereof, twelve months after the then-current expiration
date of such Letter of Credit, so long as such renewal or extension occurs
within three months of such then-current expiration date). The Borrowers may
request the Issuing Lender to issue Letters of Credit for the account of the
Borrowers to support an obligation of an Affiliate of the Borrowers so long as
the

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 39 -


face amount of such Letter of Credit does not exceed the amount of Restricted
Payments the Borrowers may then make pursuant to Section 8.09(d). The following
additional provisions shall apply to Letters of Credit:

          (a) Notice of Issuance. The Borrowers shall give the Administrative
              ------------------
     Agent at least three Business Days' irrevocable prior notice (effective
     upon receipt) specifying the Business Day (which shall be no later than 30
     days preceding the Revolving Credit Commitment Termination Date) each
     Letter of Credit is to be issued and the account party or parties therefor
     and describing in reasonable detail the proposed terms of such Letter of
     Credit (including the beneficiary thereof) and the nature of the
     transactions or obligations proposed to be supported thereby (including
     whether such Letter of Credit is to be a commercial letter of credit or a
     standby letter of credit). Upon receipt of any such notice, the
     Administrative Agent shall advise the Issuing Lender of the contents
     thereof.

          (b) Participations in Letters of Credit. On each day during the period
              -----------------------------------
     commencing with the issuance by the Issuing Lender of any Letter of Credit
     and until such Letter of Credit shall have expired or been terminated, the
     Revolving Credit Commitment of each Revolving Credit Lender shall be deemed
     to be utilized for all purposes of this Agreement in an amount equal to
     such Lender's Revolving Credit Commitment Percentage of the then undrawn
     face amount of such Letter of Credit. Each Revolving Credit Lender (other
     than the Issuing Lender) agrees that, upon the issuance of any Letter of
     Credit hereunder, it shall automatically acquire a participation in the
     Issuing Lender's liability under such Letter of Credit in an amount equal
     to such Lender's Revolving Credit Commitment Percentage of such liability,
     and each Revolving Credit Lender (other than the Issuing Lender) thereby
     shall absolutely, unconditionally and irrevocably assume, as primary
     obligor and not as surety, and shall be unconditionally obligated to the
     Issuing Lender to pay and discharge when due, its Revolving Credit
     Commitment Percentage of the Issuing Lender's liability under such Letter
     of Credit.

          (c) Notice by Issuing Lender of Drawings. Upon receipt from the
              ------------------------------------
     beneficiary of any Letter of Credit of any demand for payment under such
     Letter of Credit, the Issuing Lender shall promptly notify the Borrowers
     (through the Administrative Agent) of the amount to be paid by the Issuing
     Lender as a result of such demand and the date on which payment is to be
     made by the Issuing Lender to such beneficiary in respect of such demand.
     Notwithstanding the identity of the account party of any Letter of Credit,
     the Borrowers hereby jointly and severally unconditionally agree to pay and
     reimburse the Administrative Agent for account of the Issuing Lender for
     the amount of each demand for payment under such Letter of Credit that is
     in substantial compliance with the provisions of such Letter of Credit at
     or prior to the date on which payment is to be made by the Issuing Lender
     to the beneficiary thereunder, without presentment, demand, protest or
     other formalities of any kind.

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 40 -


          (d) Notice by the Borrowers of Borrowing for Reimbursement. Forthwith
              ------------------------------------------------------
     upon its receipt of a notice referred to in paragraph (c) of this Section
     2.03, the Borrowers shall advise the Administrative Agent whether or not
     the Borrowers intend to borrow hereunder to finance their obligation to
     reimburse the Issuing Lender for the amount of the related demand for
     payment and, if they do, submit a notice of such borrowing as provided in
     Section 4.05 hereof.

          (e) Payments by Revolving Credit Lenders to Issuing Lender. Each
              ------------------------------------------------------
     Revolving Credit Lender (other than the Issuing Lender) shall pay to the
     Administrative Agent for account of the Issuing Lender at its principal
     office in Dollars and in immediately available funds, the amount of such
     Lender's Revolving Credit Commitment Percentage of any payment under a
     Letter of Credit upon notice by the Issuing Lender (through the
     Administrative Agent) to such Revolving Credit Lender requesting such
     payment and specifying such amount. Each such Revolving Credit Lender's
     obligation to make such payment to the Administrative Agent for account of
     the Issuing Lender under this paragraph (e), and the Issuing Lender's right
     to receive the same, shall be absolute and unconditional and shall not be
     affected by any circumstance whatsoever, including, without limitation, the
     failure of any other Revolving Credit Lender to make its payment under this
     paragraph (e), the financial condition of the Borrowers (or any other
     account party), the existence of any Default or the termination of the
     Commitments. Each such payment to the Issuing Lender shall be made without
     any offset, abatement, withholding or reduction whatsoever. If any
     Revolving Credit Lender shall default in its obligation to make any such
     payment to the Administrative Agent for account of the Issuing Lender, for
     so long as such default shall continue the Administrative Agent may at the
     request of the Issuing Lender withhold from any payments received by the
     Administrative Agent under this Agreement for account of such Revolving
     Credit Lender the amount so in default and, to the extent so withheld, pay
     the same to the Issuing Lender in satisfaction of such defaulted
     obligation.

          (f) Participations in Reimbursement Obligations. Upon the making of
              -------------------------------------------
     each payment by a Revolving Credit Lender to the Issuing Lender pursuant to
     paragraph (e) above in respect of any Letter of Credit, such Lender shall,
     automatically and without any further action on the part of the
     Administrative Agent, the Issuing Lender or such Lender, acquire (i) a
     participation in an amount equal to such payment in the Reimbursement
     Obligation owing to the Issuing Lender by the Borrowers hereunder and under
     the Letter of Credit Documents relating to such Letter of Credit and (ii) a
     participation in a percentage equal to such Lender's Revolving Credit
     Commitment Percentage in any interest or other amounts payable by the
     Borrowers hereunder and under such Letter of Credit Documents in respect of
     such Reimbursement Obligation (other than the commissions, charges, costs
     and expenses payable to the Issuing Lender

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 41 -


     pursuant to paragraph (g) of this Section 2.03). Upon receipt by the
     Issuing Lender from or for the account of the Borrowers of any payment in
     respect of any Reimbursement Obligation or any such interest or other
     amount (including by way of setoff or application of proceeds of any
     collateral security) the Issuing Lender shall promptly pay to the
     Administrative Agent for the account of each Revolving Credit Lender
     entitled thereto, such Revolving Credit Lender's Revolving Credit
     Commitment Percentage of such payment, each such payment by the Issuing
     Lender to be made in the same money and funds in which received by the
     Issuing Lender. In the event any payment received by the Issuing Lender and
     so paid to the Revolving Credit Lenders hereunder is rescinded or must
     otherwise be returned by the Issuing Lender, each Revolving Credit Lender
     shall, upon the request of the Issuing Lender (through the Administrative
     Agent), repay to the Issuing Lender (through the Administrative Agent) the
     amount of such payment paid to such Lender, with interest at the rate
     specified in paragraph (j) of this Section 2.03.

          (g) Letter of Credit Fees. The Borrowers shall pay to the
              ---------------------
     Administrative Agent for account of each Revolving Credit Lender (ratably
     in accordance with their respective Revolving Credit Commitment
     Percentages) a letter of credit fee in respect of each Letter of Credit in
     an amount equal to the Applicable Margin, in effect from time to time, for
     Revolving Credit Loans that are Eurodollar Loans on the daily average
     undrawn face amount of such Letter of Credit for the period from and
     including the date of issuance of such Letter of Credit (i) in the case of
     a Letter of Credit that expires in accordance with its terms, to and
     including such expiration date and (ii) in the case of a Letter of Credit
     that is drawn in full or is otherwise terminated other than on the stated
     expiration date of such Letter of Credit, to but excluding the date such
     Letter of Credit is drawn in full or is terminated (such fee to be
     non-refundable, to be paid in arrears on each Quarterly Date and on the
     Revolving Credit Commitment Termination Date and to be calculated for any
     day after giving effect to any payments made under such Letter of Credit on
     such day).

          In addition, the Borrowers shall pay to the Administrative Agent for
     account of the Issuing Lender a fronting fee in respect of each Letter of
     Credit in an amount equal to 1/4 of 1% per annum of the daily average
     undrawn face amount of such Letter of Credit for the period from and
     including the date of issuance of such Letter of Credit (i) in the case of
     a Letter of Credit that expires in accordance with its terms, to and
     including such expiration date and (ii) in the case of a Letter of Credit
     that is drawn in full or is otherwise terminated other than on the stated
     expiration date of such Letter of Credit, to but excluding the date such
     Letter of Credit is drawn in full or is terminated (such fee to be
     non-refundable, to be paid in arrears on each Quarterly Date and on the
     Revolving Credit Commitment Termination Date and to be calculated for any
     day after giving effect to any payments made under such Letter of Credit on
     such day) plus all commissions, charges, costs and expenses in the amounts
     customarily charged by the Issuing Lender

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 42 -


     from time to time in like circumstances with respect to the issuance of
     each Letter of Credit and drawings and other transactions relating thereto.

          (h) Information Provided by Issuing Lender. Promptly following the end
              --------------------------------------
     of each calendar month, the Issuing Lender shall deliver (through the
     Administrative Agent) to each Revolving Credit Lender and the Borrowers a
     notice describing the aggregate amount of all Letters of Credit outstanding
     at the end of such month. Upon the request of any Revolving Credit Lender
     from time to time, the Issuing Lender shall deliver any other information
     reasonably requested by such Lender with respect to each Letter of Credit
     then outstanding.

          (i) Conditions Precedent to Issuance. The issuance by the Issuing
              --------------------------------
     Lender of each Letter of Credit shall, in addition to the conditions
     precedent set forth in Section 6 hereof, be subject to the conditions
     precedent that (i) such Letter of Credit shall be in such form, contain
     such terms and support such transactions as shall be satisfactory to the
     Issuing Lender consistent with its then current practices and procedures
     with respect to letters of credit of the same type and (ii) the Borrowers
     shall have executed and delivered such applications, agreements and other
     instruments relating to such Letter of Credit as the Issuing Lender shall
     have reasonably requested consistent with its then current practices and
     procedures with respect to letters of credit of the same type, provided
     that in the event of any conflict between any such application, agreement
     or other instrument and the provisions of this Agreement or any Security
     Document, the provisions of this Agreement and the Security Documents shall
     control.

          (j) Interest Payable to Issuing Lender by Revolving Credit Lenders. To
              --------------------------------------------------------------
     the extent that any Lender shall fail to pay any amount required to be paid
     pursuant to paragraph (e) or (f) of this Section 2.03 on the due date
     therefor, such Lender shall pay interest to the Issuing Lender (through the
     Administrative Agent) on such amount from and including such due date to
     but excluding the date such payment is made at a rate per annum equal to
     the Federal Funds Rate, provided that if such Lender shall fail to make
     such payment to the Issuing Lender within three Business Days of such due
     date, then, retroactively to the due date, such Lender shall be obligated
     to pay interest on such amount at the Post-Default Rate.

          (k) Modifications and Supplements. The issuance by the Issuing Lender
              -----------------------------
     of any modification or supplement to any Letter of Credit hereunder shall
     be subject to the same conditions applicable under this Section 2.03 to the
     issuance of new Letters of Credit, and no such modification or supplement
     shall be issued hereunder unless either (i) the respective Letter of Credit
     affected thereby would have complied with such conditions had it originally
     been issued hereunder in such modified or supplemented form or (ii) each
     Revolving Credit Lender shall have consented thereto.

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 43 -


The Borrowers hereby indemnify and hold harmless each Revolving Credit Lender
and the Administrative Agent from and against any and all claims and damages,
losses, liabilities, costs or expenses that such Lender or the Administrative
Agent may incur (or that may be claimed against such Lender or the
Administrative Agent by any Person whatsoever) by reason of or in connection
with the execution and delivery or transfer of or payment or refusal to pay by
the Issuing Lender under any Letter of Credit; provided that the Borrowers shall
                                               --------
not be required to indemnify any Lender or the Administrative Agent for any
claims, damages, losses, liabilities, costs or expenses to the extent, but only
to the extent, caused by (x) the willful misconduct or gross negligence of the
Issuing Lender in determining whether a request presented under any Letter of
Credit complied with the terms of such Letter of Credit or (y) in the case of
the Issuing Lender, such Lender's failure to pay under any Letter of Credit
after the presentation to it of a request strictly complying with the terms and
conditions of such Letter of Credit. Nothing in this Section 2.03 is intended to
limit the other obligations of the Borrowers, any Lender or the Administrative
Agent under this Agreement.

          2.04 Changes of Commitments.
               ----------------------

          (a) Scheduled Reductions of Revolving Credit Commitments. The
              ----------------------------------------------------
aggregate amount of the Revolving Credit Commitments shall be automatically
reduced to zero on the Revolving Credit Commitment Termination Date. In
addition, the aggregate amount of the Revolving Credit Commitments shall be
automatically reduced on each Revolving Credit Commitment Reduction Date set
forth in column (A) below by an amount (subject to reduction pursuant to
paragraph (d) below) equal to the percentage of the Final Commitment Amount (as
defined below) set forth in column (B) below opposite such Revolving Credit
Commitment Reduction Date:

                       (A)                                      (B)
                 Revolving Credit                        Revolving Credit
               Commitment Reduction                     Commitments Reduced
                Date Falling on or                       by the Following
                    Nearest to:                            Percentages:
                    ----------                             -----------

          December 31, 2004                                     2.000%

          March 31, 2005                                        2.500%
          June 30, 2005                                         2.500%
          September 30, 2005                                    2.500%
          December 31, 2005                                     2.500%

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 44 -


          March 31, 2006                                        3.125%
          June 30, 2006                                         3.125%
          September 30, 2006                                    3.125%
          December 31, 2006                                     3.125%

          March 31, 2007                                        5.000%
          June 30, 2007                                         5.000%
          September 30, 2007                                    5.000%
          December 31, 2007                                     5.000%

          March 31, 2008                                        5.000%
          June 30, 2008                                         5.000%
          September 30, 2008                                    5.000%
          December 31, 2008                                     5.000%

          March 31, 2009                                        6.875%
          June 30, 2009                                         6.875%
          September 30, 2009                                    6.875%
          December 31, 2009                                     6.875%

          March 31, 2010                                        8.000%

          For purposes hereof, the "Final Commitment Amount" shall mean the
                                    -----------------------
aggregate amount of the Revolving Credit Commitments as at the close of business
on November 30, 2001 giving effect to any reduction that shall occur on such
date pursuant to Section 2.04(c) hereof.

          (b) Optional Reductions of Commitments. The Borrowers shall have the
              ----------------------------------
right at any time or from time to time (i) so long as no Revolving Credit Loans
or Letter of Credit Liabilities are outstanding, to terminate the Revolving
Credit Commitments, (ii) so long as no Term Loans of either Class are
outstanding, to terminate the Term Loan Commitments, (iii) so long as no
Incremental Facility Loans of a Series are outstanding, to terminate the
Incremental Facility Commitments of such Series and (iv) to reduce the aggregate
unused amount of the Revolving Credit Commitments or Incremental Facility
Commitments of any Series (for which purpose use of the Revolving Credit
Commitments shall be deemed to include the aggregate amount of Letter of Credit
Liabilities); provided that (x) the Borrowers shall give notice of each such
              --------
termination or reduction as provided in Section 4.05 hereof, (y) each partial
reduction shall be in an aggregate amount at least equal to $1,000,000 (or a
larger multiple of $500,000) and (z) prior to the making of the initial Loans
hereunder, each such reduction of Commitments shall be applied ratably to the
Commitments of each Class.

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 45 -


          (c) Mandatory Reductions or Terminations of Commitments. In the event
              ---------------------------------------------------
that the portion of the Revolving Credit Commitments in excess of $200,000,000
does not become available on or before November 30, 2001, as provided in the
last paragraph of Section 2.01(a) hereof then, on such date, the aggregate
amount of the Revolving Credit Commitments shall be automatically reduced to
$200,000,000. In the event that the Tranche A Term Loan Commitments do not
become available on or before November 30, 2001, as provided in the last
paragraph of Section 2.01(b) hereof then, on such date, the full aggregate
amount of the Tranche A Term Loan Commitments shall be terminated. In the event
that the Tranche B Term Loan Commitments are not fully drawn on or before the
date sixty days after the date hereof, as provided in the last paragraph of
Section 2.01(c) hereof (in the case of the Tranche B-1 Term Loans) and Section
2.01(d) hereof (in the case of the Tranche B-2 Term Loans) then, on such date,
the full aggregate amount of the Tranche B Term Loan Commitments shall be
terminated. The aggregate amount of the Incremental Facility Commitments of any
Series shall be automatically reduced to zero on the close of business on the
last day of the Incremental Facility Availability Period.

          (d) Application of Reductions. Each reduction in the aggregate amount
              -------------------------
of the Revolving Credit Commitments pursuant to paragraph (b) or (c) above, or
pursuant to paragraphs (b) or (c) of Section 2.10 hereof, on any date, shall be
applied to the reductions set forth in the schedule in paragraph (a) above
ratably to the remaining installments thereof. Each reduction in the aggregate
amount of the Revolving Credit Commitments pursuant to paragraphs (a) or (d) of
Section 2.10 hereof, on any date, shall be applied to the reductions set forth
in the schedule in paragraph (a) above in the direct order of maturity.

          (e) No Reinstatement. The Commitments once terminated or reduced may
              ----------------
not be reinstated.

          2.05 Commitment Fee. The Borrowers shall pay to the Administrative
               --------------
Agent for account of each Revolving Credit Lender a commitment fee on the daily
average unused amount of such Lender's Revolving Credit Commitment (for which
purpose (i) the aggregate amount of any Letter of Credit Liabilities shall be
deemed to be a pro rata (based on the Revolving Credit Commitments) use of each
Lender's Revolving Credit Commitment and (ii) any Reserved Commitment Amount
shall be deemed to be unused), for the period from and including the date hereof
to but not including the earlier of the date such Revolving Credit Commitment is
terminated and the Revolving Credit Commitment Termination Date, at a rate per
annum equal to (x) 1/2 of 1% at any time the then-current Rate Ratio (determined
pursuant to Section 3.03 hereof) is greater than 5.00 to 1 and (y) 3/8 of 1% at
any time the then-current Rate Ratio (so determined) is equal to or less than
5.00 to 1, provided that for the period from and including the date hereof to
           --------
but excluding the Closing Date, such commitment fee shall be determined based on
the assumption that the Rate Ratio is less than 5.00 to 1, provided further that
                                                           -------- -------
the commitment fee described in the foregoing clauses (x) or (y) will be
increased by 1/8 of 1% for any period

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 46 -


during which the aggregate outstanding principal amount of the Revolving Credit
Loans and Letter of Credit Liabilities shall be less than 50% of the aggregate
principal amount of the Revolving Credit Commitments. The Borrowers shall pay to
the Administrative Agent for account of each Incremental Facility Lender of any
Series a commitment fee in such amounts, and on such dates, as shall have been
agreed to by the Borrowers and such Incremental Facility Lender upon the
allocation of the Incremental Facility Commitment of such Series to such Lender
pursuant to Section 2.01(e) hereof. Accrued commitment fee shall be payable on
each Quarterly Date and on the earlier of the date the relevant Commitments are
terminated and the Revolving Credit Commitment Termination Date or the
Incremental Facility Commitment Termination Date, as the case may be.

          2.06 Lending Offices. The Loans of each Type made by each Lender shall
               ---------------
be made and maintained at such Lender's Applicable Lending Office for Loans of
such Type.

          2.07 Several Obligations; Remedies Independent. The failure of any
               -----------------------------------------
Lender to make any Loan to be made by it on the date specified therefor shall
not relieve any other Lender of its obligation to make its Loan on such date,
but neither any Lender nor the Administrative Agent shall be responsible for the
failure of any other Lender to make a Loan to be made by such other Lender, and
(except as otherwise provided in Section 4.06 hereof) no Lender shall have any
obligation to the Administrative Agent or any other Lender for the failure by
such Lender to make any Loan required to be made by such Lender. Anything in
this Agreement to the contrary notwithstanding, each Lender hereby agrees with
each other Lender that no Lender shall take any action to protect or enforce its
rights arising out of this Agreement (including, without limitation, exercising
any rights of off-set) without first obtaining the prior written consent of the
Administrative Agent or the Majority Lenders, it being the intent of the Lenders
that any such action to protect or enforce rights under this Agreement shall be
taken in concert and at the direction or with the consent of the Administrative
Agent or the Majority Lenders and not individually by a single Lender.

          2.08 Loan Accounts; Promissory Notes.
               -------------------------------

          (a) Maintenance of Records by Lenders. Each Lender shall maintain in
              ---------------------------------
accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrowers to such Lender resulting from each Loan made by
such Lender to the Borrowers, including the amounts of principal and interest
payable and paid to such Lender by the Borrowers from time to time hereunder.

          (b) Maintenance of Records by the Administrative Agent. The
              --------------------------------------------------
Administrative Agent shall maintain accounts in which it shall record (i) the
amount of each Loan made hereunder to the Borrowers, the Class and Type thereof
and the Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 47 -


payable from the Borrowers to each Lender hereunder and (iii) the amount of any
sum received by the Administrative Agent hereunder from the Borrowers for the
account of the Lenders and each Lender's share thereof.

          (c) Effect of Entries. The entries made in the accounts maintained
              -----------------
pursuant to paragraph (a) or (b) of this Section shall be prima facie evidence
                                                          ----- -----
of the existence and amounts of the obligations recorded therein; provided that
                                                                  --------
the failure of any Lender or the Administrative Agent to maintain such accounts
or any error therein shall not in any manner affect the obligation of the
Borrowers to repay the Loans in accordance with the terms of this Agreement.

          (d) Promissory Notes. Any Lender may request that Loans of any Class
              ----------------
made by it to the Borrowers be evidenced by a promissory note. In such event,
the Borrowers shall prepare, execute and deliver to such Lender a promissory
note payable to the order of such Lender (or, if requested by such Lender, to
such Lender and its registered assigns) and in a form approved by the
Administrative Agent. Thereafter, the Loans of the Borrowers evidenced by such
promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 11.06 hereof) be represented by one or more
promissory notes in such form payable to the order of the payee named therein
(or, if such promissory note is a registered note, to such payee and its
registered assigns).

          2.09 Optional Prepayments and Conversions or Continuations of Loans.
               --------------------------------------------------------------
Subject to Section 4.04 hereof, the Borrowers shall have the right to prepay
Loans, or to Convert Loans of one Type into Loans of another Type or Continue
Loans of one Type as Loans of the same Type, at any time or from time to time,
provided that:
--------
          (a) the Borrowers shall give the Administrative Agent notice of each
     such prepayment, Conversion or Continuation as provided in Section 4.05
     hereof (and, upon the date specified in any such notice of prepayment, the
     amount to be prepaid shall become due and payable hereunder);

          (b) Eurodollar Loans may be prepaid or Converted at any time from time
     to time, provided that the Borrowers shall pay any amounts owing under
              --------
     Section 5.05 hereof in the event of any such prepayment or Conversion on
     any date other than the last day of an Interest Period for such Loans;

          (c) prepayments of any Class of Term Loans or Incremental Facility
     Loans shall be applied to the remaining installments of such Loans ratably
     in accordance with the respective principal amounts thereof; and

          (d) any Conversion or Continuation of Eurodollar Loans shall be
     subject to the provisions of Section 2.01(f) hereof.

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 48 -


It shall not be necessary in connection with the prepayment of any Class of Term
Loans or Incremental Facility Loans that concurrent prepayments be made of any
other Class of Loans. Notwithstanding the foregoing, and without limiting the
rights and remedies of the Lenders under Section 9 hereof, in the event that any
Event of Default shall have occurred and be continuing, the Administrative Agent
may (and at the request of the Majority Lenders shall) suspend the right of the
Borrowers to Convert any Loan into a Eurodollar Loan, or to Continue any Loan as
a Eurodollar Loan, in which event all Loans shall be Converted (on the last
day(s) of the respective Interest Periods therefor) or Continued, as the case
may be, as Base Rate Loans.

          2.10 Mandatory Prepayments and Reductions of Commitments.
               ---------------------------------------------------

          (a) Casualty Events. Upon the date 270 days following the receipt by
              ---------------
any Borrower or any of its Subsidiaries of the proceeds of insurance,
condemnation award or other compensation in respect of any Casualty Event
affecting any Property of any of the Borrowers or any of their Subsidiaries (or
upon such earlier date as the Borrowers or any such Subsidiary, as the case may
be, shall have determined not to repair or replace the Property affected by such
Casualty Event), the Borrowers shall prepay the Loans (and/or provide cover for
Letter of Credit Liabilities as specified in paragraph (f) below), and the
Commitments shall be subject to automatic reduction, in an aggregate amount, if
any, equal to 100% of the Net Available Proceeds of such Casualty Event not
theretofore applied (or committed to be applied pursuant to executed
construction contracts or equipment orders) to the repair or replacement of such
Property, such prepayment to be effected in each case in the manner and to the
extent specified in paragraph (e) of this Section 2.10. Notwithstanding the
foregoing, the Borrowers shall not be required to make any prepayment (and/or
provide cover for Letter of Credit Liabilities) under this paragraph (a), and
the Commitments shall not be subject to automatic reduction, until the aggregate
amount of the Net Available Proceeds that must be prepaid under this paragraph
(a) exceeds $20,000,000.

          (b) Excess Cash Flow. Not later than the date 150 days after the end
              ----------------
of each fiscal year of the Borrowers (or, if earlier, 30 days after the delivery
of the audited financial statements for such fiscal year pursuant to Section
8.01(b) hereof), commencing with the fiscal year ending on December 31, 2004,
the Borrowers shall prepay the Loans (and/or provide cover for Letter of Credit
Liabilities as specified in paragraph (f) below), and the Commitments shall be
subject to automatic reduction, in an aggregate amount equal to the excess of
(A) 50% of Excess Cash Flow for such fiscal year over (B) the aggregate amount
of voluntary prepayments of Term Loans and Incremental Facility Loans made
during such fiscal year pursuant to Section 2.09 hereof (other than that
portion, if any, of such prepayments applied to installments of the Term Loans
and Incremental Facility Loans falling due in such fiscal year), such prepayment
and reduction to be effected in each case in the manner and to the extent
specified in paragraph (e) of this Section 2.10.

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 49 -


          (c) Debt Issuances. Upon any Debt Issuance, the Borrowers shall prepay
              --------------
the Loans (and/or provide cover for Letter of Credit Liabilities as specified in
paragraph (f) below), and the Commitments shall be subject to automatic
reduction, in an aggregate amount equal to 100% of the Net Available Proceeds
thereof, such prepayment and reduction to be effected in each case in the manner
and to the extent specified in paragraph (e) of this Section 2.10.

          (d) Sale of Assets. Without limiting the obligation of the Borrowers
              --------------
to obtain the consent of the Majority Lenders pursuant to Section 8.05 hereof to
any Disposition not otherwise permitted hereunder, in the event that the Net
Available Proceeds of any Disposition (herein, the "Current Disposition"), and
                                                    -------------------
of all prior Dispositions after the date hereof as to which a prepayment has not
yet been made under this Section 2.10(d), shall exceed $20,000,000 then, no
later than five Business Days prior to the occurrence of the Current
Disposition, the Borrowers will deliver to the Lenders a statement, certified by
a Senior Officer, in form and detail satisfactory to the Administrative Agent,
of the amount of the Net Available Proceeds of the Current Disposition and of
all such prior Dispositions and will prepay the Loans (and/or provide cover for
Letter of Credit Liabilities as specified in paragraph (f) below), and the
Commitments shall be subject to automatic reduction, in an aggregate amount
equal to 100% of the Net Available Proceeds of the Current Disposition and such
prior Dispositions, such prepayment and reduction to be effected in each case in
the manner and to the extent specified in paragraph (e) of this Section 2.10.

          Notwithstanding the foregoing, the Borrowers shall not be required to
make a prepayment pursuant to this paragraph (d) with respect to Net Available
Proceeds from any Disposition in the event that the Borrowers advise the
Administrative Agent at the time the Net Available Proceeds from such
Disposition are received that they intend to reinvest such Net Available
Proceeds in replacement assets pursuant to an Acquisition permitted under
Section 8.05(d)(v) hereof so long as

          (x) such Net Available Proceeds are either (i) held by (A) the
     Administrative Agent or (B) as permitted under the Section 4.01 of the
     Pledge Agreement, a Qualified Intermediary (as defined thereunder), in the
     Collateral Account pending such reinvestment, in which event the
     Administrative Agent (or the Qualified Intermediary, as the case may be)
     need not release such Net Available Proceeds except upon presentation of
     evidence satisfactory to it that such Net Available Proceeds are to be so
     reinvested in compliance with the provisions of this Agreement or (ii)
     applied by the Borrowers to the prepayment of Revolving Credit Loans
     hereunder (in which event the Borrowers agree to advise the Administrative
     Agent in writing at the time of such prepayment of Revolving Credit Loans
     that such prepayment is being made from the proceeds of a Disposition and
     that, as contemplated by Section 2.01(a) hereof, a portion of the Revolving
     Credit Commitments hereunder equal to the amount of such prepayment gives
     rise to a Reserved

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 50 -


     Commitment Amount that shall be available hereunder only for purposes of
     making an acquisition under Section 8.05(d)(v) hereof),

          (y) the Net Available Proceeds from any Disposition are in fact so
     reinvested within 270 days of such Disposition (it being understood that,
     in the event Net Available Proceeds from more than one Disposition are paid
     into the Collateral Account or applied to the prepayment of Revolving
     Credit Loans as provided in clause (x) above, such Net Available Proceeds
     shall be deemed to be released (or, as the case may be, Revolving Credit
     Loans utilizing the Reserved Commitment Amount shall be deemed to be made)
     in the same order in which such Dispositions occurred and, accordingly, (A)
     any such Net Available Proceeds so held for more than 270 days shall be
     forthwith applied to the prepayment of Loans and reductions of Commitments
     as provided above and (B) any Reserved Commitment Amount that remains so
     unutilized for more than 270 days shall, subject to the satisfaction of the
     conditions precedent to such borrowing in Section 6.04 hereof, be utilized
     through the borrowing by the Borrowers of Revolving Credit Loans the
     proceeds of which shall be applied to the prepayment of Loans and
     reductions of Commitments as provided in paragraph (e) of this Section
     2.10) and

          (z) the aggregate amount of Net Available Proceeds (together with
     investment earnings thereon) so held at any time by the Administrative
     Agent (or the Qualified Intermediary) pending reinvestment as contemplated
     by this sentence, together with the aggregate amount of the Reserved
     Commitment Amount, shall not at any time exceed $100,000,000 or such
     greater amount as the Majority Lenders may otherwise agree.

As contemplated by Section 4.01 of the Pledge Agreement, nothing in this
paragraph (d) shall be deemed to obligate the Administrative Agent to release
any of such proceeds from the Collateral Account to the Borrowers for purposes
of reinvestment as aforesaid upon the occurrence and during the continuance of
any Event of Default.

          (e) Application. Prepayments and reductions of Commitments described
              -----------
above in this Section 2.10 shall be applied, first, to the Term Loans and
                                             -----
Incremental Facility Loans of each Class then outstanding ratably in accordance
with the respective principal amounts of such Loans outstanding at the time,
and, second, following the prepayment in full of such Loans, to the reduction of
     ------
the Revolving Credit Commitments, and shall be applied:

          (x) in the case of any prepayment pursuant to paragraph (a) or (d)
     above, to the respective installments of the Term Loans and Incremental
     Facility Loans or each Class in the direct order of the maturity thereof
     and, in the case of any prepayment pursuant to paragraph (b) or (c) above,
     to the respective installments of the Term Loans and Incremental Facility
     Loans of each Class ratably in accordance with the respective principal
     amounts thereof and

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 51 -


          (y) to the extent that, after giving effect to any such reduction of
     Revolving Credit Commitments, the sum of the aggregate outstanding
     principal amount of the Revolving Credit Loans and Letter of Credit
     Liabilities shall exceed the aggregate amount of the Revolving Credit
     Commitments, to the prepayment of Revolving Credit Loans (and to provide
     cover for Letter of Credit Liabilities as specified in paragraph (f)
     below), so that, after giving effect thereto, such sum does not exceed the
     aggregate amount of the Revolving Credit Commitments.

          (f) Cover for Letter of Credit Liabilities. In the event that the
              --------------------------------------
Borrowers shall be required pursuant to this Section 2.10, to provide cover for
Letter of Credit Liabilities, the Borrowers shall effect the same by paying to
the Administrative Agent immediately available funds in an amount equal to the
required amount, which funds shall be retained by the Administrative Agent in
the Collateral Account (as collateral security in the first instance for the
Letter of Credit Liabilities) until such time as the Letters of Credit shall
have been terminated and all of the Letter of Credit Liabilities paid in full.

          (g) Change in Commitments. If at any time the aggregate outstanding
              ---------------------
amount of Revolving Credit Loans and Letter of Credit Liabilities exceeds the
aggregate amount of the Revolving Credit Commitments then in effect, the
Borrowers shall prepay the Revolving Credit Loans (and/or provide cover for
Letter of Credit Liabilities as specified in paragraph (f) above) in such
amounts as shall be necessary so that after giving effect to such prepayment
(and cover), the aggregate outstanding amount of the Revolving Credit Loans and
Letter of Credit Liabilities does not exceed the aggregate amount of the
Revolving Credit Commitments, provided that any such prepayment shall be
                              --------
accompanied by any amounts payable under Section 5.05 hereof.

          Section 3. Payments of Principal and Interest.
                     ----------------------------------

          3.01 Repayment of Loans.
               ------------------

          (a) Revolving Credit Loans. The Borrowers hereby jointly and severally
              ----------------------
promise to pay to the Administrative Agent for account of each Lender the entire
outstanding principal amount of such Lender's Revolving Credit Loans, and each
Revolving Credit Loan shall mature, on the Revolving Credit Commitment
Termination Date. In addition, if following any Revolving Credit Commitment
Reduction Date the aggregate principal amount of the Revolving Credit Loans
shall exceed the Revolving Credit Commitments, the Borrowers shall pay Revolving
Credit Loans, and provide cover for Letter of Credit Liabilities as specified in
Section 2.10(f), in an aggregate amount equal to such excess.

          (b) Tranche A Term Loans. The Borrowers hereby jointly and severally
              --------------------
promise to pay to the Administrative Agent for account of the Tranche A Term
Loan Lenders the

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 52 -


principal of the Tranche A Term Loans on each Principal Payment Date set forth
in column (A) below, by an amount equal to the percentage of the Tranche A
Closing Balance (as defined below) set forth in column (B) below of the
aggregate principal amount of the Tranche A Term Loans:

               (A)                                                 (B)
         Principal Payment Date                             Percentage Reduction
         ----------------------                             --------------------

         September 30, 2004                                       1.000%
         December 31, 2004                                        1.000%

         March 31, 2005                                           2.500%
         June 30, 2005                                            2.500%
         September 30, 2005                                       2.500%
         December 31, 2005                                        2.500%

         March 31, 2006                                           3.125%
         June 30, 2006                                            3.125%
         September 30, 2006                                       3.125%
         December 31, 2006                                        3.125%






         March 31, 2007                                           5.000%
         June 30, 2007                                            5.000%
         September 30, 2007                                       5.000%
         December 31, 2007                                        5.000%

         March 31, 2008                                           5.000%
         June 30, 2008                                            5.000%
         September 30, 2008                                       5.000%
         December 31, 2008                                        5.000%

         March 31, 2009                                           6.875%
         June 30, 2009                                            6.875%
         September 30, 2009                                       6.875%
         December 31, 2009                                        6.875%

         March 31, 2010                                           8.000%

          For purposes hereof, the "Tranche A Closing Balance" shall mean the
                                    -------------------------
aggregate principal amount of the Tranche A Term Loans outstanding hereunder on
the close of business on November 30, 2001.

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 53 -


          (c) Tranche B Term Loans. The Borrowers hereby jointly and severally
              --------------------
promise to pay to the Administrative Agent for account of the Tranche B Term
Loan Lenders the principal of the Tranche B Term Loans on each Principal Payment
Date set forth in column (A) below, by an amount equal to the percentage of the
Tranche B Closing Balance (as defined below) set forth in column (B) below of
the aggregate principal amount of the Tranche B Term Loans:

                 (A)                                                (B)
         Principal Payment Date                             Percentage Reduction
         ----------------------                             --------------------

         September 30, 2004                                       0.250%
         December 31, 2004                                        0.250%

         March 31, 2005                                           0.250%
         June 30, 2005                                            0.250%
         September 30, 2005                                       0.250%
         December 31, 2005                                        0.250%






         March 31, 2006                                           0.250%
         June 30, 2006                                            0.250%
         September 30, 2006                                       0.250%
         December 31, 2006                                        0.250%

         March 31, 2007                                           0.250%
         June 30, 2007                                            0.250%
         September 30, 2007                                       0.250%
         December 31, 2007                                        0.250%

         March 31, 2008                                           0.250%
         June 30, 2008                                            0.250%
         September 30, 2008                                       0.250%
         December 31, 2008                                        0.250%

         March 31, 2009                                           0.250%
         June 30, 2009                                            0.250%
         September 30, 2009                                       0.250%
         December 31, 2009                                        0.250%

         March 31, 2010                                           0.250%
         June 30, 2010                                            0.250%

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 54 -


         September 30, 2010                                      94.000%

          For purposes hereof, the "Tranche B Closing Balance" shall mean the
                                    -------------------------
aggregate principal amount of the Tranche B Term Loans outstanding hereunder on
the close of business on November 30, 2001.

          (d) Incremental Facility Loans. The Borrowers hereby jointly and
              --------------------------
severally promise to pay to the Administrative Agent for account of the
Incremental Facility Lenders of any Series the principal of the Incremental
Facility Loans of such Series on the respective Principal Payment Dates agreed
upon between the Borrowers and such Incremental Facility Lenders pursuant to
Section 2.01(e) hereof at the time such Lenders become obligated to make such
Incremental Facility Loans hereunder.

          3.02 Interest. The Borrowers hereby jointly and severally promise to
               --------
pay to the Administrative Agent for account of each Lender interest on the
unpaid principal amount of each Loan made by such Lender for the period from and
including the date of such Loan to but excluding the date such Loan shall be
paid in full, at the following rates per annum:

          (a) during such periods as such Loan is a Base Rate Loan, the Base
     Rate (as in effect from time to time) plus the Applicable Margin and
                                           ----

          (b) during such periods as such Loan is a Eurodollar Loan, for each
     Interest Period relating thereto, the Eurodollar Rate for such Loan for
     such Interest Period plus the Applicable Margin.
                          ----

Notwithstanding the foregoing, the Borrowers jointly and severally promise to
pay to the Administrative Agent for account of each Lender interest at the
applicable Post-Default Rate on any principal of any Loan made by such Lender,
on any Reimbursement Obligation held by such Lender and on any other amount
payable by the Borrowers hereunder to or for account of such Lender, that shall
not be paid in full when due (whether at stated maturity, by acceleration, by
mandatory prepayment or otherwise), for the period from and including the due
date thereof to but excluding the date the same is paid in full. Accrued
interest on each Loan shall be payable (i) in the case of a Base Rate Loan,
quarterly on the Quarterly Dates, (ii) in the case of a Eurodollar Loan, on the
last day of each Interest Period therefor and, if such Interest Period is longer
than three months, at three-month intervals following the first day of such
Interest Period, (iii) in the case of any Eurodollar Loan, upon the payment,
prepayment or Conversion thereof (but only on the principal amount so paid,
prepaid or Converted) and (iv) in the case of all Loans, upon the payment or
prepayment in full of the principal of the Loans, and the termination of the
Commitments, hereunder, except that interest payable at the Post-Default Rate
shall be payable from time to time on demand. Promptly after the determination
of any interest rate provided for

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 55 -


herein or any change therein, the Administrative Agent shall give notice thereof
to the Lenders to which such interest is payable and to the Borrowers.

          3.03 Determination of Applicable Margin.
               ----------------------------------

          (a) Determinations Generally. The Applicable Margin for the period
              ------------------------
from the Closing Date to the day prior to the first Quarterly Date occurring
after the initial Loans hereunder shall be determined based upon the certificate
delivered pursuant to Section 6.02 hereof. Thereafter, the Applicable Margin for
each Quarterly Payment Period shall be determined based upon a Rate Ratio
Certificate for such Quarterly Payment Period delivered by the Borrowers to the
Lenders and the Administrative Agent under this Section 3.03. If the Rate Ratio
Certificate for any Quarterly Payment Period is delivered to the Administrative
Agent three or more days prior to the first day of such Quarterly Payment
Period, any adjustment in the Applicable Margin required to be made, as shown in
such Rate Ratio Certificate, shall be effective on the first day of such
Quarterly Payment Period.

          (b) Effectiveness of Adjustments. If the Rate Ratio Certificate for
              ----------------------------
any Quarterly Payment Period is delivered by the Borrowers to the Administrative
Agent later than three days prior to the commencement of such Quarterly Payment
Period, then (i) any decrease in the Applicable Margin for such Quarterly
Payment Period shall not become effective on the first day of such Quarterly
Payment Period but shall instead become effective on the third day following
receipt by the Administrative Agent of such Rate Ratio Certificate and (ii) any
increase in the Applicable Margin for such Quarterly Payment Period shall become
effective retroactively from the first day of such Quarterly Payment Period.

          (c) Retroactive Adjustments. If it shall be determined at any time, on
              -----------------------
the basis of a certificate of a Senior Officer delivered pursuant to the last
sentence of Section 8.01 hereof, that the Applicable Margin then in effect for
the current Quarterly Payment Period, or any previous Quarterly Payment Period,
is or was incorrect, and that a correction would have the effect of increasing
the Applicable Margin, then the Applicable Margin shall be so increased (solely
with respect to such Quarterly Payment Period or Periods), effective
retroactively from the first day of such Quarterly Payment Period, provided that
                                                                   --------
in the event such certificate for any fiscal quarter is not delivered to the
Lenders pursuant to said Section 8.01 within 60 days of the end of such fiscal
quarter, then, unless the Borrowers shall deliver such certificate within 10
days after notice of such non-delivery shall be given by any Lender or the
Administrative Agent to the Borrowers, the Applicable Margin for such Quarterly
Payment Period shall be deemed to be the highest Applicable Margin provided for
in the definition of such term in Section 1.01 hereof.

          (d) Recalculation of Interest. In the event of any retroactive
              -------------------------
increase in the Applicable Margin for any Quarterly Payment Period pursuant to
paragraph (a), (b) or (c) above, the amount of interest in respect of any Loan
outstanding during all or any portion of such

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 56 -


Quarterly Payment Period shall be recalculated using the Applicable Margin as so
increased. On the Business Day immediately following receipt by the Borrowers of
notice from the Administrative Agent of such increase, the Borrowers shall pay
to the Administrative Agent, for account of the Lenders, an amount equal to the
difference between (i) the amount of interest previously paid or payable by the
Borrowers in respect of such Loan for such Quarterly Payment Period and (ii) the
amount of interest in respect of such Loan as so recalculated for such Quarterly
Payment Period.

          Section 4. Payments; Pro Rata Treatment; Computations; Etc.
                     -----------------------------------------------

          4.01 Payments.
               --------

          (a) Payments by the Borrowers. Except to the extent otherwise provided
              -------------------------
herein, all payments of principal, interest, Reimbursement Obligations and other
amounts to be made by the Borrowers under this Agreement, and except to the
extent otherwise provided therein, all payments to be made by the Borrowers
under any other Loan Document shall be made in Dollars, in immediately available
funds, without deduction, set-off or counterclaim, to the Administrative Agent
at an account designated by the Administrative Agent to the Borrowers, not later
than 1:00 p.m. New York time on the date on which such payment shall become due
(each such payment made after such time on such due date to be deemed to have
been made on the next succeeding Business Day).

          (b) Debit for Payment. Any Lender for whose account any such payment
              -----------------
is to be made may (but shall not be obligated to) debit the amount of any such
payment that is not made by such time to any ordinary deposit account of the
Borrowers with such Lender (with notice to the Borrowers and the Administrative
Agent), provided that such Lender's failure to give such notice shall not affect
the validity thereof.

          (c) Application of Payments. The Borrowers shall, at the time of
              -----------------------
making each payment under this Agreement for account of any Lender, specify to
the Administrative Agent (which shall so notify the intended recipient(s)
thereof) the Loans, Reimbursement Obligations or other amounts payable by the
Borrowers hereunder to which such payment is to be applied (and in the event
that the Borrowers fail to so specify, or if an Event of Default has occurred
and is continuing, the Administrative Agent may distribute such payment to the
Lenders for application in such manner as it or the Majority Lenders, subject to
Section 4.02 hereof, may determine to be appropriate).

          (d) Forwarding of Payments by Administrative Agent. Except to the
              ----------------------------------------------
extent otherwise provided in the last sentence of Section 2.03(e) hereof, each
payment received by the Administrative Agent under this Agreement for account of
any Lender shall be paid by the Administrative Agent promptly to such Lender, in
immediately available funds, for account of

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 57 -


such Lender's Applicable Lending Office for the Loan or other obligation in
respect of which such payment is made.

          (e) Extensions to Next Business Day. If the due date of any payment
              -------------------------------
under this Agreement would otherwise fall on a day that is not a Business Day,
such date shall be extended to the next succeeding Business Day, and interest
shall be payable for any principal so extended for the period of such extension.

          4.02 Pro Rata Treatment. Except to the extent otherwise provided
               ------------------
herein:

          (a) each borrowing of Loans of a particular Class (including of a
     particular Series of Incremental Facility Loans) from the Lenders under
     Section 2.01 hereof shall be made from the relevant Lenders, each payment
     of commitment fee under Section 2.05 hereof in respect of Commitments of a
     particular Class shall be made for account of the relevant Lenders, and
     each termination or reduction of the amount of the Commitments of a
     particular Class under Section 2.04 hereof shall be applied to the
     respective Commitments of such Class of the relevant Lenders, pro rata
     according to the amounts of their respective Commitments of such Class;

          (b) except as otherwise provided in Section 5.04 hereof, Eurodollar
     Loans of any Class (including of a particular Series of Incremental
     Facility Loans) having the same Interest Period shall be allocated pro rata
     among the relevant Lenders according to the amounts of their respective
     Revolving Credit, Tranche A Term Loan, Tranche B-1 Term Loan, Tranche B-2
     Term Loan and Incremental Facility Loan Commitments of the relevant Series
     (in the case of the making of Loans) or their respective Revolving Credit,
     Term and Incremental Facility Loans of the relevant Series (in the case of
     Conversions and Continuations of Loans);

          (c) each payment or prepayment of principal of Revolving Credit Loans,
     Tranche A Term Loans, Tranche B Term Loans and Incremental Facility Loans
     by the Borrowers shall be made for account of the relevant Lenders pro rata
     in accordance with the respective unpaid principal amounts of the Loans of
     such Class held by them; and

          (d) each payment of interest on Revolving Credit Loans, Tranche A Term
     Loans, Tranche B Term Loans and Incremental Facility Loans by the Borrowers
     shall be made for account of the relevant Lenders pro rata in accordance
     with the amounts of interest on such Loans then due and payable to the
     respective Lenders.

          4.03 Computations. Interest on Eurodollar Loans shall be computed on
               ------------
the basis of a year of 360 days and actual days elapsed (including the first day
but excluding the last day) occurring in the period for which payable and
interest on Base Rate Loans and Reimbursement

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 58 -


Obligations, commitment fee and letter of credit fees shall be computed on the
basis of a year of 365 or 366 days, as the case may be, and actual days elapsed
(including the first day but, except as otherwise provided in Section 2.03(g)
hereof, excluding the last day) occurring in the period for which payable.
Notwithstanding the foregoing, for each day that the Base Rate is calculated by
reference to the Federal Funds Rate, interest on Base Rate Loans shall be
computed on the basis of a year of 360 days and actual days elapsed.

          4.04 Minimum Amounts. Except for mandatory prepayments made pursuant
               ---------------
to Section 2.10 hereof and Conversions or prepayments made pursuant to Section
5.04 hereof, each borrowing, Conversion and partial prepayment of principal of
Base Rate Loans (other than prepayments of Term Loans, as to which the
provisions of Section 2.09(c) hereof shall apply) shall be in an aggregate
amount at least equal to $1,000,000 or a larger multiple of $500,000 and each
borrowing, Conversion and partial prepayment of Eurodollar Loans (other than
prepayments of Term Loans, as to which the provisions of Section 2.09(c) hereof
shall apply) shall be in an aggregate amount at least equal to $5,000,000 or a
larger multiple of $1,000,000 (borrowings, Conversions or prepayments of or into
Loans of different Types or, in the case of Eurodollar Loans, having different
Interest Periods at the same time hereunder to be deemed separate borrowings,
Conversions and prepayments for purposes of the foregoing, one for each Type or
Interest Period). If any Eurodollar Loans would otherwise be in a lesser
principal amount for any period, such Loans shall be Base Rate Loans during such
period.

          4.05 Certain Notices. Notices by the Borrowers to the Administrative
               ---------------
Agent of terminations or reductions of the Commitments, of borrowings,
Conversions, Continuations and optional prepayments of Loans and of Classes of
Loans, of Types of Loans and of the duration of Interest Periods shall be
irrevocable and shall be effective only if received by the Administrative Agent
not later than 1:00 p.m. New York time on the number of Business Days prior to
the date of the relevant termination, reduction, borrowing, Conversion,
Continuation or prepayment or the first day of such Interest Period specified
below:

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 59 -


                                                           Number of
                                                            Business
                  Notice                                   Days Prior
                  ------                                   ----------

         Termination or reduction

         of Commitments                                       3

         Borrowing or prepayment of,
         or Conversions into,
         Base Rate Loans                                      1

         Borrowing or prepayment of,
         Conversions into, Continuations
         as, or duration of Interest

         Period for, Eurodollar Loans                         3

Each such notice of termination or reduction shall specify the amount and the
Class of the Commitments to be terminated or reduced. Each such notice of
borrowing, Conversion, Continuation or optional prepayment shall specify the
Class of Loans (including, if applicable, the particular Series of Incremental
Facility Loans) to be borrowed, Converted, Continued or prepaid and the amount
(subject to Section 4.04 hereof) and Type of each Loan to be borrowed,
Converted, Continued or prepaid and the date of borrowing, Conversion,
Continuation or optional prepayment (which shall be a Business Day). Each such
notice of the duration of an Interest Period shall specify the Loans to which
such Interest Period is to relate.

          The Administrative Agent shall promptly notify the Lenders of the
contents of each such notice. In the event that the Borrowers fail to select the
Type of Loan, or the duration of any Interest Period for any Eurodollar Loan,
within the time period and otherwise as provided in this Section 4.05, such Loan
(if outstanding as a Eurodollar Loan) will be automatically Converted into a
Base Rate Loan on the last day of the then current Interest Period for such Loan
or (if outstanding as a Base Rate Loan) will remain as, or (if not then
outstanding) will be made as, a Base Rate Loan.

          4.06 Non-Receipt of Funds by the Administrative Agent. Unless the
               ------------------------------------------------
Administrative Agent shall have been notified by a Lender or the Borrowers (the
"Payor") prior to the date on which the Payor is to make payment to the
Administrative Agent of (in the case of a Lender) the proceeds of a Loan to be
made by such Lender hereunder or (in the case of the Borrowers) a payment to the
Administrative Agent for account of one or more of the Lenders hereunder (such
payment being herein called the "Required Payment"), which notice shall be
effective upon receipt, that the Payor does not intend to make the Required
Payment to the Administrative Agent, the Administrative Agent may assume that
the Required Payment has

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 60 -


been made and may, in reliance upon such assumption (but shall not be required
to), make the amount thereof available to the intended recipient(s) on such
date; and, if the Payor has not in fact made the Required Payment to the
Administrative Agent, the recipient(s) of such payment shall, on demand, repay
to the Administrative Agent the amount so made available together with interest
thereon in respect of each day during the period commencing on the date (the
"Advance Date") such amount was so made available by the Administrative Agent
 ------------
until the date the Administrative Agent recovers such amount at a rate per annum
equal to the Federal Funds Rate for such day and, if such recipient(s) shall
fail promptly to make such payment, the Administrative Agent shall be entitled
to recover such amount, on demand, from the Payor, together with interest as
aforesaid, provided that if neither the recipient(s) nor the Payor shall return
           --------
the Required Payment to the Administrative Agent within three Business Days of
the Advance Date, then, retroactively to the Advance Date, the Payor and the
recipient(s) shall each be obligated to pay interest on the Required Payment as
follows:

          (i) if the Required Payment shall represent a payment to be made by
     the Borrowers to the Lenders, the Borrowers and the recipient(s) shall each
     be obligated retroactively to the Advance Date to pay interest in respect
     of the Required Payment at the Post-Default Rate (without duplication of
     the obligation of the Borrowers under Section 3.02 hereof to pay interest
     on the Required Payment at the Post-Default Rate), it being understood that
     the return by the recipient(s) of the Required Payment to the
     Administrative Agent shall not limit such obligation of the Borrowers under
     said Section 3.02 to pay interest at the Post-Default Rate in respect of
     the Required Payment and

          (ii) if the Required Payment shall represent proceeds of a Loan to be
     made by the Lenders to the Borrowers, the Payor and the Borrowers shall
     each be obligated retroactively to the Advance Date to pay interest in
     respect of the Required Payment pursuant to whichever of the rates
     specified in Section 3.02 hereof is applicable to the Type of such Loan, it
     being understood that the return by the Borrowers of the Required Payment
     to the Administrative Agent shall not limit any claim the Borrowers may
     have against the Payor in respect of such Required Payment.

          4.07 Sharing of Payments, Etc.
               ------------------------

          (a) Right of Set-off. Each Borrower agrees that, in addition to (and
              ----------------
without limitation of) any right of set-off, banker's lien or counterclaim a
Lender may otherwise have, each Lender shall be entitled, at its option (to the
fullest extent permitted by law), to set off and apply any deposit (general or
special, time or demand, provisional or final), or other indebtedness, held by
it for the credit or account of such Borrower at any of its offices, in Dollars
or in any other currency, against any principal of or interest on any of such
Lender's Loans, Reimbursement Obligations or any other amount payable to such
Lender hereunder, that is not

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 61 -


paid when due (regardless of whether such deposit or other indebtedness are then
due to such Borrower), in which case it shall promptly notify such Borrower and
the Administrative Agent thereof, provided that such Lender's failure to give
                                  --------
such notice shall not affect the validity thereof.

          (b) Sharing. If any Lender shall obtain from any Borrower payment of
              -------
any principal of or interest on any Loan of any Class or Letter of Credit
Liability owing to it or payment of any other amount under this Agreement or any
other Loan Document through the exercise of any right of set-off, banker's lien
or counterclaim or similar right or otherwise (other than from the
Administrative Agent as provided herein), and, as a result of such payment, such
Lender shall have received a greater percentage of the principal of or interest
on the Loans of such Class or Letter of Credit Liabilities or such other amounts
then due hereunder or thereunder by such Borrower to such Lender than the
percentage received by any other Lender, it shall promptly purchase from such
other Lenders participations in (or, if and to the extent specified by such
Lender, direct interests in) the Loans of such Class or Letter of Credit
Liabilities or such other amounts, respectively, owing to such other Lenders (or
in interest due thereon, as the case may be) in such amounts, and make such
other adjustments from time to time as shall be equitable, to the end that all
the Lenders shall share the benefit of such excess payment (net of any expenses
that may be incurred by such Lender in obtaining or preserving such excess
payment) pro rata in accordance with the unpaid principal of and/or interest on
the Loans of such Class or Letter of Credit Liabilities or such other amounts,
respectively, owing to each of the Lenders. To such end all the Lenders shall
make appropriate adjustments among themselves (by the resale of participations
sold or otherwise) if such payment is rescinded or must otherwise be restored.

          (c) Consent by the Borrowers. Each Borrower agrees that any Lender so
              ------------------------
purchasing such a participation (or direct interest) may exercise all rights of
set-off, banker's lien, counterclaim or similar rights with respect to such
participation as fully as if such Lender were a direct holder of Loans or other
amounts (as the case may be) owing to such Lender in the amount of such
participation.

          (d) Rights of Lenders; Bankruptcy. Nothing contained herein shall
              -----------------------------
require any Lender to exercise any such right or shall affect the right of any
Lender to exercise, and retain the benefits of exercising, any such right with
respect to any other indebtedness or obligation of the Borrowers. If, under any
applicable bankruptcy, insolvency or other similar law, any Lender receives a
secured claim in lieu of a set-off to which this Section 4.07 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 4.07 to share in the benefits of any recovery on such secured
claim.

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 62 -


          Section 5. Yield Protection, Etc.
                     ---------------------

          5.01 Additional Costs.
               ----------------

          (a) Costs of Making or Maintaining Eurodollar Loans. The Borrowers
              -----------------------------------------------
shall pay directly to each Lender from time to time such amounts as such Lender
may determine to be necessary to compensate such Lender for any costs that such
Lender determines are attributable to its making or maintaining of any
Eurodollar Loans or its obligation to make any Eurodollar Loans hereunder, or
any reduction in any amount receivable by such Lender hereunder in respect of
any of such Loans or such obligation (such increases in costs and reductions in
amounts receivable being herein called "Additional Costs"), resulting from any
                                        ----------------
Regulatory Change that:

          (i) shall subject any Lender (or its Applicable Lending Office for any
     of such Loans) to any tax, duty or other charge in respect of such Loans or
     changes the basis of taxation of any amounts payable to such Lender under
     this Agreement in respect of any of such Loans (excluding changes in the
     rate of tax on the overall net income of such Lender or of such Applicable
     Lending Office by the jurisdiction in which such Lender has its principal
     office or such Applicable Lending Office); or

          (ii) imposes or modifies any reserve, special deposit or similar
     requirements (other than the Reserve Requirement utilized in the
     determination of the Eurodollar Rate for such Loan) relating to any
     extensions of credit or other assets of, or any deposits with or other
     liabilities of, such Lender (including, without limitation, any of such
     Loans or any deposits referred to in the definition of "Eurodollar Base
     Rate" in Section 1.01 hereof), or any commitment of such Lender (including,
     without limitation, the Commitments of such Lender hereunder); or

          (iii) imposes any other condition affecting this Agreement (or any of
     such extensions of credit or liabilities) or its Commitments.

If any Lender requests compensation from the Borrowers under this Section
5.01(a), the Borrowers may, by notice to such Lender (with a copy to the
Administrative Agent), suspend the obligation of such Lender thereafter to make
or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar
Loans, until the Regulatory Change giving rise to such request ceases to be in
effect (in which case the provisions of Section 5.04 hereof shall be
applicable), provided that such suspension shall not affect the right of such
             --------
Lender to receive the compensation so requested.

          (b) Capital Costs. Without limiting the effect of the foregoing
              -------------
provisions of this Section 5.01 (but without duplication), the Borrowers shall
pay directly to each Lender from time to time on request such amounts as such
Lender may determine to be necessary to compensate

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 63 -


such Lender (or, without duplication, the bank holding company of which such
Lender is a subsidiary) for any costs that it determines are attributable to the
maintenance by such Lender (or any Applicable Lending Office or such bank
holding company), pursuant to any law or regulation or any interpretation,
directive or request (whether or not having the force of law and whether or not
failure to comply therewith would be unlawful) of any court or governmental or
monetary authority (i) following any Regulatory Change or (ii) implementing any
risk-based capital guideline or other requirement (whether or not having the
force of law and whether or not the failure to comply therewith would be
unlawful) hereafter issued by any government or governmental or supervisory
authority implementing at the national level the Basle Accord, of capital in
respect of its Commitments or Loans (such compensation to include, without
limitation, an amount equal to any reduction of the rate of return on assets or
equity of such Lender (or any Applicable Lending Office or such bank holding
company) to a level below that which such Lender (or any Applicable Lending
Office or such bank holding company) could have achieved but for such law,
regulation, interpretation, directive or request).

          (c) Notification and Certification. Each Lender shall notify the
              ------------------------------
Borrowers of any event occurring after the date hereof entitling such Lender to
compensation under paragraph (a) or (b) of this Section 5.01 as promptly as
practicable, but in any event within 45 days, after such Lender obtains actual
knowledge thereof; provided that (i) if any Lender fails to give such notice
                   --------
within 45 days after it obtains actual knowledge of such an event, such Lender
shall, with respect to compensation payable pursuant to this Section 5.01 in
respect of any costs resulting from such event, only be entitled to payment
under this Section 5.01 for costs incurred from and after the date 45 days prior
to the date that such Lender does give such notice and (ii) each Lender will
designate a different Applicable Lending Office for the Loans of such Lender
affected by such event if such designation will avoid the need for, or reduce
the amount of, such compensation and will not, in the sole opinion of such
Lender, be disadvantageous to such Lender, except that such Lender shall have no
obligation to designate an Applicable Lending Office located in the United
States of America. Each Lender will furnish to the Borrowers a certificate
setting forth the basis and amount of each request by such Lender for
compensation under paragraph (a) or (b) of this Section 5.01. Determinations and
allocations by any Lender for purposes of this Section 5.01 of the effect of any
Regulatory Change pursuant to paragraph (a) of this Section 5.01, or of the
effect of capital maintained pursuant to paragraph (b) of this Section 5.01, on
its costs or rate of return of maintaining Loans or its obligation to make
Loans, or on amounts receivable by it in respect of Loans, and of the amounts
required to compensate such Lender under this Section 5.01, shall be conclusive,
provided that such determinations and allocations are made on a reasonable
--------
basis.

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 64 -


          5.02 Limitation on Types of Loans. Anything herein to the contrary
               ----------------------------
notwithstanding, if, on or prior to the determination of any Eurodollar Base
Rate for any Interest Period:

          (a) the Administrative Agent determines, which determination shall be
     conclusive, that quotations of interest rates for the relevant deposits
     referred to in the definition of "Eurodollar Base Rate" in Section 1.01
     hereof are not being provided in the relevant amounts or for the relevant
     maturities for purposes of determining rates of interest for Eurodollar
     Loans as provided herein; or

          (b) if the related Loans are of a particular Class, the Majority
     Lenders of such Class determine, which determination shall be conclusive,
     and notify the Administrative Agent that the relevant rates of interest
     referred to in the definition of "Eurodollar Base Rate" in Section 1.01
     hereof upon the basis of which the rate of interest for Eurodollar Loans
     for such Interest Period is to be determined are not likely adequately to
     cover the cost to such Lenders of making or maintaining Eurodollar Loans
     for such Interest Period;

then the Administrative Agent shall give the Borrowers and each Lender prompt
notice thereof and, so long as such condition remains in effect, the Lenders
shall be under no obligation to make additional Eurodollar Loans, to Continue
Eurodollar Loans or to Convert Base Rate Loans into Eurodollar Loans, and the
Borrowers shall, on the last day(s) of the then current Interest Period(s) for
the outstanding Eurodollar Loans, either prepay such Loans or Convert such Loans
into Base Rate Loans in accordance with Section 2.09 hereof.

          5.03 Illegality. Notwithstanding any other provision of this
               ----------
Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to honor its obligation to make or maintain Eurodollar
Loans hereunder (and, in the sole opinion of such Lender, the designation of a
different Applicable Lending Office would either not avoid such unlawfulness or
would be disadvantageous to such Lender), then such Lender shall promptly notify
the Borrowers thereof (with a copy to the Administrative Agent) and such
Lender's obligation to make or Continue, or to Convert Loans of any other Type
into, Eurodollar Loans shall be suspended until such time as such Lender may
again make and maintain Eurodollar Loans (in which case the provisions of
Section 5.04 hereof shall be applicable).

          5.04 Treatment of Affected Loans. If the obligation of any Lender to
               ---------------------------
make Eurodollar Loans of any Class or to Continue, or to Convert Base Rate Loans
into, Eurodollar Loans of any Class shall be suspended pursuant to Section 5.01
or 5.03 hereof, such Lender's Eurodollar Loans of such Class shall be
automatically Converted into Base Rate Loans of such Class on the last day(s) of
the then current Interest Period(s) for Eurodollar Loans (or, in the case of a
Conversion resulting from a circumstance described in Section 5.03 hereof, on
such earlier date as such Lender may specify to the Borrowers with a copy to the
Administrative Agent) and,

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 65 -


unless and until such Lender gives notice as provided below that the
circumstances specified in Section 5.01 or 5.03 hereof that gave rise to such
Conversion no longer exist:

          (a) to the extent that such Lender's Eurodollar Loans of such Class
     have been so Converted, all payments and prepayments of principal that
     would otherwise be applied to such Lender's Eurodollar Loans of such Class
     shall be applied instead to its Base Rate Loans of such Class; and

          (b) all Loans of such Class that would otherwise be made or Continued
     by such Lender as Eurodollar Loans shall be made or Continued instead as
     Base Rate Loans, and all Base Rate Loans of such Class of such Lender that
     would otherwise be Converted into Eurodollar Loans shall remain as Base
     Rate Loans.

If such Lender gives notice to the Borrowers with a copy to the Administrative
Agent that the circumstances specified in Section 5.01 or 5.03 hereof that gave
rise to the Conversion of such Lender's Eurodollar Loans pursuant to this
Section 5.04 no longer exist (which such Lender agrees to do promptly upon such
circumstances ceasing to exist) at a time when Eurodollar Loans of the same
Class made by other Lenders are outstanding, such Lender's Base Rate Loans of
such Class shall be automatically Converted, on the first day(s) of the next
succeeding Interest Period(s) for such outstanding Eurodollar Loans, to the
extent necessary so that, after giving effect thereto, all Base Rate and
Eurodollar Loans of such Class are allocated among the Lenders ratably (as to
principal amounts, Types and Interest Periods) in accordance with their
respective Commitments of such Class.

          5.05 Compensation. The Borrowers shall pay to the Administrative Agent
               ------------
for account of each Lender, upon the request of such Lender through the
Administrative Agent, such amount or amounts as shall be sufficient (in the
reasonable opinion of such Lender) to compensate it for any loss, cost or
expense that such Lender determines is attributable to:

          (a) any payment, mandatory or optional prepayment or Conversion of a
     Eurodollar Loan made by such Lender for any reason (including, without
     limitation, the acceleration of the Loans pursuant to Section 9 hereof) on
     a date other than the last day of the Interest Period for such Loan; or

          (b) any failure by the Borrowers for any reason (including, without
     limitation, the failure of any of the conditions precedent specified in
     Section 6 hereof to be satisfied) to borrow a Eurodollar Loan from such
     Lender on the date for such borrowing specified in the relevant notice of
     borrowing given pursuant to Section 2.02 hereof.

Without limiting the effect of the preceding sentence, such compensation shall
include an amount equal to the excess, if any, of (i) the amount of interest
that otherwise would have

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 66 -


accrued on the principal amount so paid, prepaid, Converted or not borrowed for
the period from the date of such payment, prepayment, Conversion or failure to
borrow to the last day of the then current Interest Period for such Loan (or, in
the case of a failure to borrow, the Interest Period for such Loan that would
have commenced on the date specified for such borrowing) at the applicable rate
of interest for such Loan provided for herein over (ii) the amount of interest
that otherwise would have accrued on such principal amount at a rate per annum
equal to the interest component of the amount such Lender would have bid in the
London interbank market for Dollar deposits of leading banks in amounts
comparable to such principal amount and with maturities comparable to such
period (as reasonably determined by such Lender).

          5.06 Additional Costs in Respect of Letters of Credit. Without
               ------------------------------------------------
limiting the obligations of the Borrowers under Section 5.01 hereof (but without
duplication), if as a result of any Regulatory Change or any risk-based capital
guideline or other requirement heretofore or hereafter issued by any government
or governmental or supervisory authority implementing at the national level the
Basle Accord there shall be imposed, modified or deemed applicable any tax,
reserve, special deposit, capital adequacy or similar requirement against or
with respect to or measured by reference to Letters of Credit issued or to be
issued hereunder and the result shall be to increase the cost to any Lender or
Lenders of issuing (or purchasing participations in) or maintaining its
obligation hereunder to issue (or purchase participations in) any Letter of
Credit hereunder or reduce any amount receivable by any Lender hereunder in
respect of any Letter of Credit (which increases in cost, or reductions in
amount receivable, shall be the result of such Lender's or Lenders' reasonable
allocation of the aggregate of such increases or reductions resulting from such
event), then, upon demand by such Lender or Lenders (through the Administrative
Agent), the Borrowers shall pay immediately to the Administrative Agent for
account of such Lender or Lenders, from time to time as specified by such Lender
or Lenders (through the Administrative Agent), such additional amounts as shall
be sufficient to compensate such Lender or Lenders (through the Administrative
Agent) for such increased costs or reductions in amount. A statement as to such
increased costs or reductions in amount incurred by any such Lender or Lenders,
submitted by such Lender or Lenders to the Borrowers shall be conclusive in the
absence of manifest error as to the amount thereof.

          5.07 U.S. Taxes.
               ----------

          (a) Gross-up for Deduction or Withholding of U.S. Taxes. The Borrowers
              ---------------------------------------------------
jointly and severally agree to pay to each Lender that is not a U.S. Person such
additional amounts as are necessary in order that the payment of any amount due
to such Lender hereunder after deduction for or withholding in respect of any
U.S. Taxes imposed with respect to such payment will not be less than the amount
stated herein to be then due and payable, provided that the foregoing obligation
                                          --------
to pay such additional amounts shall not apply:

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 67 -


          (i) (A) to any payment to any Lender that is a "bank" within the
     meaning of Section 881(c)(3)(A) of the Code unless such Lender is, on the
     date hereof (or on the date it becomes a Lender hereunder as provided in
     Section 11.06(b) or Section 11.06(i) hereof) and on the date of any change
     in the Applicable Lending Office of such Lender, either entitled to submit
     a Form W-8BEN claiming complete exemption from withholding of U.S. Taxes
     with respect to any payment of interest to be received by it hereunder in
     respect of the Loans under an income tax convention or a Form W-8ECI
     claiming a complete exemption from withholding of U.S. Taxes on income
     effectively connected to a U.S. trade or business, or (B) to any payment to
     any Lender that is not a "bank" within the meaning of Section 881(c)(3)(A)
     of the Code unless such Lender is, on the date hereof (or on the date it
     becomes a Lender hereunder as provided in Section 11.06(b) or Section
     11.06(i) hereof) entitled to submit a Form W-8BEN claiming a complete
     exemption from withholding of U.S. Taxes under Section 871(h) or 881(c) of
     the Code with respect to payments of "portfolio interest", or is entitled
     to the withholding exemptions set forth in clause (A) above; or

          (ii) to any U.S. Taxes imposed solely by reason of the failure by a
     Lender (or, if such Lender is not the beneficial owner of the relevant
     Loan, such beneficial owner) to properly complete, duly execute and comply
     with applicable certification, information, documentation or other
     reporting requirements concerning the nationality, residence, identity or
     connections with the United States of America of such Lender (or beneficial
     owner, as the case may be) if such compliance is required by statute or
     regulation of the United States of America as a precondition to relief or
     exemption from such U.S. Taxes.

In addition, if a Lender or the Administrative Agent receives a refund in
respect of any U.S. Taxes as to which a Lender or the Administrative Agent has
been indemnified by a Borrower pursuant to this Section 5.07(a), such Lender or
the Administrative Agent shall, within 30 days from the date of receipt of such
refund, pay over such refund to such Borrower.

          For the purposes of this Section 5.07(a), (A) "Form W-8BEN" shall mean
                                                         -----------
Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States
Tax Withholding) of the Department of the Treasury of the United States of
America and (B) "Form W-8ECI" shall mean Form W-8ECI (Certificate of Foreign
Person's Claim for Exemption from Withholding on Income Effectively Connected
with the Conduct of a Trade or Business in the United States) of the Department
of the Treasury of the United States of America (or in relation to either such
Form such successor and related forms (including Form W-8IMY or Form W-8EXP) as
may from time to time be adopted by the relevant taxing authorities of the
United States of America to document a claim to which such Form relates).

          (b) Evidence of Deduction, Etc. Within 30 days after paying any amount
              --------------------------
to the Administrative Agent or any Lender from which it is required by law to
make any deduction or

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 68 -


withholding, and within 30 days after it is required by law to remit such
deduction or withholding to any relevant taxing or other authority, the
Borrowers shall deliver to the Administrative Agent for delivery to such Lender
evidence satisfactory to such Lender of such deduction or withholding (as the
case may be).

          5.08 Replacement of Lenders. If any Lender or the Administrative Agent
               ----------------------
on behalf of any Lender requests compensation pursuant to Section 5.01, 5.06 or
5.07 hereof, or any Lender's obligation to make or Continue, or to Convert Loans
of any Type into, the other Type of Loan shall be suspended pursuant to Section
5.01 or 5.03 hereof (any such Lender requesting such compensation being herein
called a "Requesting Lender"), the Borrowers, upon three Business Days notice,
          -----------------
may require that such Requesting Lender transfer all of its right, title and
interest under this Agreement to any bank or other financial institution (a
"Proposed Lender") identified by the Borrowers that is reasonably satisfactory
 ---------------
to the Administrative Agent (i) if such Proposed Lender agrees to assume all of
the obligations of such Requesting Lender hereunder, and to purchase all of such
Requesting Lender's Loans hereunder for consideration equal to the aggregate
outstanding principal amount of such Requesting Lender's Loans, together with
interest thereon to the date of such purchase, and satisfactory arrangements are
made for payment to such Requesting Lender of all other amounts payable
hereunder to such Requesting Lender on or prior to the date of such transfer
(including any fees accrued hereunder and any amounts that would be payable
under Section 5.05 hereof, as if all of such Requesting Lender's Loans were
being prepaid in full on such date) and (ii) if such Requesting Lender has
requested compensation pursuant to said Section 5.01, 5.06 or 5.07 hereof, such
Proposed Lender's aggregate requested compensation, if any, pursuant to said
Section 5.01, 5.06 or 5.07 with respect to such Requesting Lender's Loans is
lower than that of the Requesting Lender. Subject to the provisions of Section
11.06(b) hereof, such Proposed Lender shall be a "Lender" for all purposes
hereunder. Without prejudice to the survival of any other agreement of the
Borrowers hereunder the agreements of the Borrowers contained in Sections 5.01,
5.06, 5.07 and 11.03 hereof (without duplication of any payments made to such
Requesting Lender by the Borrowers or the Proposed Lender) shall survive for the
benefit of such Requesting Lender under this Section 5.08 with respect to the
time prior to such replacement.

          Section 6. Conditions Precedent.
                     --------------------

          6.01 Initial Extension of Credit. The obligation of any Lender to make
               ---------------------------
its initial extension of credit hereunder (whether by making a Loan or issuing a
Letter of Credit) is subject to the conditions precedent that (i) such extension
of credit shall occur on or before September 28, 2001 and (ii) the
Administrative Agent shall have received the following documents (with, in the
case of clauses (a), (b), (c) and (d) below, sufficient copies for each Lender),
each of which shall be satisfactory to the Administrative Agent (and to the
extent specified below, to each Lender) in form and substance:

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 69 -


          (a) Organizational Documents. Certified copies of the Operating
              ------------------------
     Agreements and of the charter and by-laws (or equivalent documents) of each
     Obligor and of all limited liability company and corporate authority for
     each Obligor (including, without limitation, board of director and
     shareholder resolutions, member approvals and evidence of incumbency,
     including specimen signatures, of officers of each Obligor) with respect to
     the execution, delivery and performance of the Basic Documents to which
     such Obligor is to be a party and each other document to be delivered by
     such Obligor from time to time in connection herewith and the extensions of
     credit hereunder (and the Administrative Agent and each Lender may
     conclusively rely on such certificate until it receives notice in writing
     from such Obligor to the contrary).

          (b) Officer's Certificate. A certificate of a Senior Officer, dated
              ---------------------
     the Closing Date, to the effect set forth in the first sentence of Section
     6.04 hereof.

          (c) Opinion of Counsel to the Obligors. An opinion, dated the Closing
              ----------------------------------
     Date, of Sonnenschein Nath & Rosenthal, counsel to the Obligors,
     substantially in the form of Exhibit G hereto and covering such other
     matters as the Administrative Agent or any Lender may reasonably request
     (and the Borrowers hereby instruct such counsel to deliver such opinion to
     the Lenders and the Administrative Agent).

          (d) Opinion of Special New York Counsel to Chase. An opinion, dated
              --------------------------------------------
     the Closing Date, of Milbank, Tweed, Hadley & McCloy LLP, special New York
     counsel to Chase, substantially in the form of Exhibit H hereto (and Chase
     hereby instructs such counsel to deliver such opinion to the Lenders).

          (e) Notes. Promissory notes for each Lender that shall have requested
              -----
     the execution and delivery of a promissory note, on or prior to the Closing
     Date, pursuant to Section 2.08(d) hereof.

          (f) Pledge Agreement. The Pledge Agreement, duly executed and
              ----------------
     delivered by the Borrowers and the Administrative Agent. In addition, each
     such Obligor shall have taken such other action as the Administrative Agent
     shall have requested in order to perfect the security interests created
     pursuant to the Pledge Agreement, including, without limitation, delivering
     to the Administrative Agent, for filing, appropriately completed and duly
     executed copies of Uniform Commercial Code financing statements.

          (g) Guarantee and Pledge Agreement. The Guarantee and Pledge
              ------------------------------
     Agreement, duly executed and delivered by Mediacom Broadband, MCC and the
     Administrative Agent and the certificates (if any) evidencing the ownership
     interests in the Borrowers held by Mediacom Broadband, accompanied by
     undated powers executed in blank. In addition, Mediacom Broadband shall
     have taken such other action as the Administrative

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 70 -


     Agent shall have requested in order to perfect the security interests
     created pursuant to the Guarantee and Pledge Agreement, including, without
     limitation, delivering to the Administrative Agent, for filing,
     appropriately completed and duly executed copies of Uniform Commercial Code
     financing statements.

          (h) Management Fee Subordination Agreement. The Management Fee
              --------------------------------------
     Subordination Agreement, duly executed and delivered by the Manager, the
     Borrowers and the Administrative Agent.

          (i) Affiliate Subordinated Indebtedness Subordination Agreements. An
              ------------------------------------------------------------
     Affiliate Subordinated Indebtedness Subordination Agreement, duly executed
     and delivered by the Borrowers, the Administrative Agent and by each holder
     of Affiliate Subordinated Indebtedness.

          (j) Other Documents. Such other documents as the Administrative Agent
              ---------------
     or any Lender or special New York counsel to Chase may reasonably request.

The obligation of any Lender to make its initial extension of credit hereunder
is also subject to the payment by the Borrowers of such fees as the Borrowers
shall have agreed to pay or deliver to any Lender or the Administrative Agent in
connection herewith, including, without limitation, the reasonable fees and
expenses of Milbank, Tweed, Hadley & McCloy LLP, special New York counsel to
Chase, in connection with the negotiation, preparation, execution and delivery
of this Agreement and the other Loan Documents and the extensions of credit
hereunder (to the extent that statements for such fees and expenses have been
delivered to the Borrowers).

          6.02 Initial Acquisition Funding Date. The obligation of any Lender to
               --------------------------------
make its initial extension of credit hereunder (whether by making a Loan or
issuing a Letter of Credit) is subject to the condition precedent that the
Administrative Agent shall have received a certificate of a Senior Officer,
dated as of the Third Acquisition Consummation Date, setting forth, in
reasonable detail, the calculation (and the basis for such calculation) of the
Rate Ratio as of such date.

          6.03 Extensions of Credit for Initial and Subsequent Broadband
               ---------------------------------------------------------
Acquisitions. The obligation of the Lenders to make any Loan or otherwise extend
------------
any credit to the Borrowers (or, as contemplated by Section 2.01(g), the
obligation of the Administrative Agent to release from escrow any proceeds of
Tranche B Term Loans) the proceeds of which are to be used to finance a
Broadband Acquisition under any Broadband Acquisition Agreement shall be subject
to the conditions precedent that the Administrative Agent shall have received
the following documents, each of which shall be satisfactory to the
Administrative Agent (and to the extent specified below, to each Lender) in form
and substance:

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 71 -


          (a) Consummation of Broadband Acquisition. Evidence that (i) MCC shall
              -------------------------------------
     have assigned all of its rights to acquire the CATV Systems and related
     assets to be sold by the respective Broadband Seller under such Acquisition
     Agreement (and under any Broadband Acquisition Agreement under which any
     other Broadband Acquisition has been previously consummated) to the
     applicable Borrower, (ii) concurrently with such extension of credit (or
     prior thereto), each such Acquisition will be (or will have been) duly
     consummated by one or more of the Borrowers for an aggregate purchase price
     not exceeding the respective amount therefor set forth in such Acquisition
     Agreement (subject to purchase price adjustments as set forth in such
     Acquisition Agreements) in all material respects in accordance with the
     terms of such Acquisition Agreements, including the schedules and exhibits
     thereto (and no material provision thereof shall have been waived, amended,
     supplemented or otherwise modified in any material respect without the
     consent of the Majority Lenders) and (iii) the number of Equivalent Basic
     Subscribers (as defined in such Acquisition Agreements) served by Retained
     Franchises (as so defined) shall not exceed 10% of the Subscriber Threshold
     (as so defined); and the Administrative Agent shall have received a
     certificate of a Senior Officer to such effect, together with (in the case
     of each legal opinion being delivered to the Borrowers pursuant thereto) a
     letter from each Person delivering such opinion (which shall in any event
     include an opinion of special FCC counsel) authorizing reliance thereon by
     the Administrative Agent and the Lenders.

          (b) Approvals. Evidence of receipt of all material licenses, permits,
              ---------
     approvals and consents, if any, required (or, in the reasonable discretion
     of the Administrative Agent, advisable) with respect to such Acquisition
     (including, without limitation, the consents of the respective municipal
     franchising authorities to the acquisition of the CATV Systems being
     acquired by the Borrowers pursuant to such Acquisition, exclusive of those
     pertaining to Retained Franchises).

          (c) Capitalization. The Lenders shall have received evidence that (i)
              --------------
     the aggregate equity capital invested in the Borrowers on or before the
     date of such Acquisition shall be the greater of $200,000,000 or 30% of the
     total capital (debt and equity, including the Loans being made to finance
     such Acquisition) of the Borrowers on the date of such Acquisition and (ii)
     the Total Leverage Ratio, after giving effect to such Acquisition shall not
     be greater than 5.50 to 1; provided that the requirements of this paragraph
                                --------
     (c) shall not be applicable to the Iowa Acquisition and shall cease to
     apply immediately after the Third Acquisition Consummation Date.

          (d) Other Documents. Such other documents as the Administrative Agent
              ---------------
     or any Lender or special New York counsel to Chase may reasonably request.

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 72 -


          6.04 Initial and Subsequent Extensions of Credit. The obligation of
               -------------------------------------------
the Lenders to make any Loan or otherwise extend any credit to the Borrowers
upon the occasion of each borrowing or other extension of credit hereunder
(including the initial borrowing) is subject to the further conditions precedent
that, both immediately prior to the making of such Loan or other extension of
credit and also after giving effect thereto and to the intended use thereof:

          (a) no Default shall have occurred and be continuing; and

          (b) the representations and warranties made by the Borrowers in
     Section 7 hereof, and by each Obligor in the other Loan Documents to which
     it is a party, shall be true and complete on and as of the date of the
     making of such Loan or other extension of credit with the same force and
     effect as if made on and as of such date (or, if any such representation or
     warranty is expressly stated to have been made as of a specific date, as of
     such specific date).

Each notice of borrowing or request for the issuance of a Letter of Credit by
the Borrowers hereunder shall constitute a certification by the Borrowers to the
effect set forth in the preceding sentence (both as of the date of such notice
or request and, unless the Borrowers otherwise notify the Administrative Agent
prior to the date of such borrowing or issuance, as of the date of such
borrowing or issuance).

          Section 7. Representations and Warranties. The Borrowers represent and
                     ------------------------------
warrant to the Administrative Agent and the Lenders that:

          7.01 Existence. Each Borrower and its Subsidiaries: (a) is a
               ---------
corporation, partnership, limited liability company or other entity duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization; (b) has all requisite corporate or other
power, and has all material governmental licenses, authorizations, consents and
approvals necessary to own its assets and carry on its business as now being or
as proposed to be conducted; and (c) is qualified to do business and is in good
standing in all jurisdictions in which the nature of the business conducted by
it makes such qualification necessary and where failure so to qualify could
(either individually or in the aggregate) have a Material Adverse Effect.

          7.02 Financial Condition. The Borrowers have heretofore furnished to
               -------------------
each of the Lenders the following financial statements:

          (i) the audited financial statements of the Broadband Acquired Assets,
     including balance sheets, as of December 31, 1999 and 2000, and the related
     audited statements of operation and cash flow for the years ended on said
     respective dates, in each case certified by PricewaterhouseCoopers LLP;

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 73 -


          (ii) the unaudited financial statements of the Broadband Acquired
     Assets, including balance sheets, as of March 31, 2001, and the related
     unaudited statements of operation and cash flow for the three-month period
     ended on said date; and

          (iii) an unaudited pro forma combined balance sheet and calculation of
     Adjusted System Cash Flow of the Borrowers and their Subsidiaries as at and
     for the three months ended May 31, 2001 (or as at and for the three months
     ended on such later date, prior to the Closing Date, for which such
     financial statements are available), prepared under the assumption that the
     Acquisitions had occurred on March 1, 2001.

All such financial statements fairly present in all material respects the actual
or pro forma (as the case may be) individual or combined financial condition of
the respective entities as at said respective dates and the actual or pro forma
(as the case may be) individual or combined results of their operations for the
applicable periods ended on said respective dates, all in accordance with
generally accepted accounting principles and practices applied on a consistent
basis (subject to ordinary year end adjustments and footnotes). As of the date
hereof, there are no material contingent liabilities, material liabilities for
taxes, unusual forward or long-term commitments or unrealized or anticipated
material losses from any unfavorable commitments of the Broadband Acquired
Assets, or any of the CATV Systems to be acquired pursuant to the Broadband
Acquisition Agreements.

          Since December 31, 2000, there has been no material adverse change in
the combined financial condition, operations, business or prospects of the
Borrowers and their Subsidiaries taken as a whole from that set forth in said
pro forma financial statements as at said date referred to in clause (iii)
above.

          7.03 Litigation. There are no legal or arbitral proceedings, or any
               ----------
proceedings or investigations by or before any governmental or regulatory
authority or agency, now pending or (to the knowledge of any Borrower)
threatened against any Borrower or any of its Subsidiaries, or against the
Broadband Acquired Assets (and in respect of which the Borrowers would be
obligated after giving effect to the respective Broadband Acquisition) that, if
adversely determined could (either individually or in the aggregate) reasonably
be expected to have a Material Adverse Effect.

          7.04 No Breach. None of the execution and delivery of this Agreement
               ---------
and the other Basic Documents, the consummation of the transactions herein and
therein contemplated or compliance with the terms and provisions hereof and
thereof will conflict with or result in a breach of, or require any consent
under, the Operating Agreements, or (except for the authorizations, approvals,
consents, filings and registrations contemplated by any Broadband Acquisition
Agreement, each of which, to the extent required for the transfer of any
Franchise or any other material assets, shall have been made or obtained on or
before such Acquisition is

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 74 -


consummated, to the extent required by the respective Broadband Acquisition
Agreement to be obtained before such date, except (a) for Retained Franchises
and (b) that orders of the FCC may not have become final under the rules and
regulations of the FCC) any applicable law or regulation, or any order, writ,
injunction or decree of any court or governmental authority or agency, or any
agreement or instrument to which any Borrower or any of its Subsidiaries is a
party or by which any of them or any of their Property is bound or to which any
of them is subject, or constitute a default under any such agreement or
instrument, or (except for the Liens created pursuant to the Security Documents)
result in the creation or imposition of any Lien upon any Borrower or any of its
Subsidiaries pursuant to the terms of any such agreement or instrument.

          7.05 Action. Each Borrower has all necessary limited liability company
               ------
power, authority and legal right to execute, deliver and perform its obligations
under each of the Basic Documents to which it is a party; the execution,
delivery and performance by each Borrower of each of the Basic Documents to
which it is a party have been duly authorized by all necessary limited liability
company action on its part (including, without limitation, any required member
approvals); and this Agreement has been duly and validly executed and delivered
by each Borrower and constitutes, and the other Basic Documents to which it is a
party when executed and delivered will constitute, its legal, valid and binding
obligation, enforceable against each Borrower in accordance with its terms,
except as such enforceability may be limited by (a) bankruptcy, insolvency,
reorganization, moratorium or similar laws of general applicability affecting
the enforcement of creditors' rights and (b) the application of general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

          7.06 Approvals. No authorizations, approvals or consents of, and no
               ---------
filings or registrations with, any governmental or regulatory authority or
agency, or any securities exchange, are necessary for the execution, delivery or
performance by any Borrower of this Agreement or any of the other Basic
Documents to which it is a party or for the legality, validity or enforceability
hereof or thereof, except for (i) filings and recordings in respect of the Liens
created pursuant to the Security Documents, (ii) the authorizations, approvals,
consents, filings and registrations contemplated by each Broadband Acquisition
Agreement (each of which shall have been made or obtained on or before the
respective Broadband Acquisition is consummated, to the extent required by such
Acquisition Agreement to be obtained before such date, except (a) for Retained
Franchises and (b) that orders of the FCC may not have become final under the
rules and regulations of the FCC) and (iii) the exercise of remedies under the
Security Documents may require prior approval of the FCC or the issuing
municipalities or States under one or more of the Franchises.

          7.07 ERISA. Each Plan, and, to the knowledge of each Borrower, each
               -----
Multiemployer Plan, is in compliance in all material respects with, and has been
administered in

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 75 -


all material respects in compliance with, the applicable provisions of ERISA,
the Code and any other Federal or State law, and no event or condition has
occurred and is continuing as to which such Borrower would be under an
obligation to furnish a report to the Lenders under Section 8.01(e) hereof.

          7.08 Taxes. Except as set forth in Schedule II hereto, each Borrower
               -----
and each of its Subsidiaries has filed all Federal income tax returns and all
other material tax returns and information statements that are required to be
filed by them and have paid all taxes due pursuant to such returns or pursuant
to any assessment received by such Borrower or any of its Subsidiaries, except
such taxes, if any, as are being contested in good faith and as to which
adequate reserves have been set aside by such Borrower in accordance with GAAP.
The charges, accruals and reserves on the books of the Borrowers and their
Subsidiaries in respect of taxes and other governmental charges are, in the
opinion of the Borrowers, adequate. None of the Borrowers has given or been
requested to give a waiver of the statute of limitations relating to the payment
of any Federal, state, local and foreign taxes or other impositions.

          7.09 Investment Company Act. None of the Borrowers nor any of its
               ----------------------
Subsidiaries is an "investment company", or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of 1940,
as amended.

          7.10 Public Utility Holding Company Act. None of the Borrowers nor any
               ----------------------------------
of its Subsidiaries is a "holding company", or an "affiliate" of a "holding
company" or a "subsidiary company" of a "holding company", within the meaning of
the Public Utility Holding Company Act of 1935, as amended.

          7.11 Material Agreements and Liens.
               -----------------------------

          (a) Indebtedness. Part A of Schedule III hereto sets forth (i) a
              ------------
complete and correct list of each credit agreement, loan agreement, indenture,
purchase agreement, guarantee, letter of credit or other arrangement (other than
the Loan Documents) providing for or otherwise relating to any Indebtedness or
any extension of credit (or commitment for any extension of credit) to, or
guarantee by, the Borrowers or any of their Subsidiaries, outstanding on the
date hereof, or that (after giving effect to the consummation of the Broadband
Acquisitions) will be outstanding on the date each of such Acquisitions shall
have been consummated, the aggregate principal or face amount of which equals or
exceeds (or may equal or exceed) $1,000,000, and the aggregate principal or face
amount outstanding or that may become outstanding under each such arrangement is
correctly described in Part A of said Schedule III, and (ii) a statement of the
aggregate amount of obligations in respect of surety and performance bonds
backing pole rental or conduit attachments and the like, or backing obligations
under Franchises, of the Borrowers or any of their Subsidiaries outstanding on
the date hereof.

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 76 -


          (b) Liens. Part B of Schedule III hereto is a complete and correct
              -----
list of each Lien (other than the Liens created pursuant to the Security
Documents) securing Indebtedness of any Person outstanding on the date hereof,
or that (after giving effect to the consummation of the Broadband Acquisitions)
will be outstanding on the date each of such Acquisitions shall have been
consummated, the aggregate principal or face amount of which equals or exceeds
(or may equal or exceed) $1,000,000 and covering any Property of the Borrowers
or any of their Subsidiaries, and the aggregate Indebtedness secured (or that
may be secured) by each such Lien and the Property covered by each such Lien is
correctly described in Part B of said Schedule III.

          7.12 Environmental Matters. Each of the Borrowers and their
               ---------------------
Subsidiaries has obtained all environmental, health and safety permits, licenses
and other authorizations required under all Environmental Laws to carry on its
business as now being or as proposed to be conducted, except to the extent
failure to have any such permit, license or authorization would not (either
individually or in the aggregate) have a Material Adverse Effect. Each of such
permits, licenses and authorizations is in full force and effect and each of the
Borrowers and its Subsidiaries is in compliance with the terms and conditions
thereof, and is also in compliance with all other limitations, restrictions,
conditions, standards, prohibitions, requirements, obligations, schedules and
timetables contained in any applicable Environmental Law or in any regulation,
code, plan, order, decree, judgment, injunction, notice or demand letter issued,
entered, promulgated or approved thereunder, except to the extent failure to
comply therewith would not (either individually or in the aggregate) have a
Material Adverse Effect. In addition, no notice, notification, demand, request
for information, citation, summons or order has been issued, no complaint has
been filed, no penalty has been assessed and, to the Borrowers' knowledge, no
investigation or review is pending or threatened by any governmental or other
entity with respect to any alleged failure by the Borrowers or any of their
Subsidiaries to have any environmental, health or safety permit, license or
other authorization required under any Environmental Law in connection with the
conduct of the business of the Borrowers or any of their Subsidiaries or with
respect to any generation, treatment, storage, recycling, transportation,
discharge or disposal, or any Release of any Hazardous Materials generated by
the Borrowers or any of their Subsidiaries. All environmental investigations,
studies, audits, tests, reviews or other analyses conducted by or that are in
the possession of the Borrowers or any of their Subsidiaries in relation to
facts, circumstances or conditions at or affecting any site or facility now or
previously owned, operated or leased by the Borrowers or any of their
Subsidiaries and that could result in a Material Adverse Effect have been made
available to the Lenders.

          7.13 Capitalization. The Borrowers have heretofore delivered to the
               --------------
Lenders true and complete copies of the Operating Agreements. The only member of
the Borrowers on the date hereof is Mediacom Broadband. As of the date hereof,
there are no outstanding Equity Rights with respect to any of the Borrowers and
there are no outstanding obligations of any of the Borrowers or any of

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 77 -


their Subsidiaries to repurchase, redeem, or otherwise acquire any equity
interests in the Borrowers nor are there any outstanding obligations of any
Borrower or any of their Subsidiaries to make payments to any Person, such as
"phantom stock" payments, where the amount thereof is calculated with reference
to the fair market value or equity value of such Borrowers or any of their
Subsidiaries.

          7.14 Subsidiaries and Investments, Etc.
               ---------------------------------

         (a) Subsidiaries. As of the date hereof, none of the Borrowers has any
             ------------
Subsidiaries.

          (b) Investments. Set forth in Schedule IV hereto is a complete and
              -----------
correct list of all Investments (other than Investments of the type referred to
in paragraphs (b), (c) and (e) of Section 8.08 hereof) held by the Borrowers or
any of their Subsidiaries in any Person on the date hereof and, for each such
Investment, (x) the identity of the Person or Persons holding such Investment
and (y) the nature of such Investment. Except as disclosed in Schedule IV
hereto, each of the Borrowers and their Subsidiaries owns, free and clear of all
Liens (other than the Liens created pursuant to the Security Documents), all
such Investments.

          7.15 True and Complete Disclosure. The information, reports, financial
               ----------------------------
statements, exhibits and schedules (including the Information Memorandum)
furnished in writing by or on behalf of the Borrowers to the Administrative
Agent or any Lender in connection with the negotiation, preparation or delivery
of this Agreement and the other Loan Documents or included herein or therein or
delivered pursuant hereto or thereto, when taken as a whole do not contain any
untrue statement of material fact or omit to state any material fact necessary
to make the statements herein or therein, in light of the circumstances under
which they were made, not misleading. All written information furnished after
the date hereof by the Borrowers and their Subsidiaries to the Administrative
Agent and the Lenders in connection with this Agreement and the other Loan
Documents and the transactions contemplated hereby and thereby will be true,
complete and accurate in every material respect, or (in the case of projections)
based on reasonable estimates, on the date as of which such information is
stated or certified. There is no fact known to the Borrowers that could
reasonably be expected to have a Material Adverse Effect (other than facts
affecting the cable television industry in general) that has not been disclosed
herein, in the other Loan Documents or in a report, financial statement,
exhibit, schedule, disclosure letter or other writing furnished to the Lenders
for use in connection with the transactions contemplated hereby or thereby.

          7.16 Franchises.
               ----------

       (a) List of Franchises. Set forth in Schedule V hereto is a complete
           ------------------
and correct list of all Franchises (identified by issuing authority, franchisee
and expiration date) (i) owned by the Borrowers and their Subsidiaries on the
date hereof or (ii) that, with the exception of any Retained Franchises (as
defined in the Broadband Acquisition Agreements), will be owned by

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 78 -


the Borrowers and their Subsidiaries after giving effect to the Broadband
Acquisitions.

          (b) Right to Use Franchises. Each of the Borrowers and their
              -----------------------
Subsidiaries possesses or has the right to use, or will possess or will have the
right to use, after giving effect to the Broadband Acquisitions, all such
Franchises, and all copyrights, licenses, trademarks, service marks, trade names
or other rights, including licenses and permits granted by the FCC, agreements
with public utilities and microwave transmission companies, pole or conduit
attachment, use, access or rental agreements and utility easements that are
necessary for the conduct of the CATV Systems of the Borrowers and their
Subsidiaries, except for such of the foregoing the absence of which could not
reasonably be expected to have a Material Adverse Effect on the Borrowers or any
of their Subsidiaries, and each of such Franchises, copyrights, licenses,
patents, trademarks, service marks, trade names and rights is (or, after giving
effect to the respective Broadband Acquisitions, will be) in full force and
effect and no material default has occurred and is continuing thereunder. Except
as set forth on Schedule V hereto, none of the Borrowers, any of its
Subsidiaries or (to the knowledge of the Borrowers) any of the Broadband Sellers
has received any notice from the granting body or any other governmental
authority with respect to any breach of any covenant under, or any default with
respect to, any Franchise which could reasonably be expected to have a Material
Adverse Effect after the consummation of the relevant Broadband Acquisition.
Complete and correct copies of all Franchises have heretofore been made
available to the Administrative Agent.

          7.17 The CATV Systems.
               ----------------

          (a) Compliance with Law. Each of the Borrowers and their Subsidiaries,
              -------------------
and, (after giving effect to the consummation of the Broadband Acquisitions) the
CATV Systems to be owned by it, are in compliance in all material respects with
all applicable federal, state and local laws, rules and regulations, including
without limitation, the Communications Act, the Copyright Revision Act of 1976,
as amended, and the rules and regulations of the FCC and the United States
Copyright Office, including, without limitation, rules and laws governing system
registration, use of aeronautical frequencies and signal carriage, equal
employment opportunity, cumulative leakage index testing and reporting, signal
leakage, and subscriber privacy, except to the extent that the failure to so
comply with any of the foregoing could not (either individually or in the
aggregate) reasonably be expected to have a Material Adverse Effect. Without
limiting the generality of the foregoing except to the extent that the failure
to comply with any of the following could not (either individually or in the
aggregate) reasonably be expected to have a Material Adverse Effect and except
as set forth in Schedule VI hereto:

          (i) the communities included in the areas covered by the Franchises
     have been registered with the FCC;

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 79 -


          (ii) to the knowledge of the Borrowers, all of the annual performance
     tests on such CATV Systems required under the rules and regulations of the
     FCC have been performed and the results of such tests demonstrate
     satisfactory compliance with the applicable requirements being tested in
     all material respects;

          (iii) to the knowledge of the Borrowers, such CATV Systems currently
     meet or exceed the technical standards set forth in the rules and
     regulations of the FCC, including, without limitation, the leakage limits
     contained in 47 C.F.R. Section 76.605(a)(11);

          (iv) to the knowledge of the Borrowers, such CATV Systems are being
     operated in compliance with the provisions of 47 C.F.R. Sections 76.610
     through 76.619 (mid-band and super-band signal carriage), including 47
     C.F.R. Section 76.611 (compliance with the cumulative signal leakage
     index); and

          (v) to the knowledge of the Borrowers, where required, appropriate
     authorizations from the FCC have been obtained for the use of all
     aeronautical frequencies in use in such CATV Systems and such CATV Systems
     are presently being operated in compliance with such authorizations (and
     all required certificates, permits and clearances from governmental
     agencies, including the Federal Aviation Administration, with respect to
     all towers, earth stations, business radios and frequencies utilized and
     carried by such CATV Systems have been obtained).

          (b) Copyright Filings. To the knowledge of the Borrowers, all notices,
              -----------------
statements of account, supplements and other documents required under Section
111 of the Copyright Revision Act of 1976, as amended, and under the rules of
the Copyright Office with respect to the carriage of broadcast station signals
by the CATV Systems (the "Copyright Filings") owned or to be owned by the
                          -----------------
Borrowers and their Subsidiaries (after giving effect to the consummation of the
Broadband Acquisitions) have been duly filed, and the proper amount of copyright
fees have been paid on a timely basis, and each such CATV System qualifies for
the compulsory license under Section 111 of the Copyright Act of 1976, except to
the extent that the failure to so file or pay could not (either individually or
in the aggregate) reasonably be expected to have a Material Adverse Effect. To
the knowledge of the Borrowers, there is no pending claim, action, demand or
litigation by any other Person with respect to the Copyright Filings or related
royalty payments made by the CATV Systems.

          (c) Carriage of Off-Air Signals. To the knowledge of the Borrowers,
              ---------------------------
the carriage of all off-air signals by the CATV Systems owned or to be owned by
the Borrowers and their Subsidiaries (after giving effect to the consummation of
the Broadband Acquisitions) is permitted by valid transmission consent
agreements or by must-carry elections by broadcasters, or is otherwise permitted
under applicable law, except to the extent the failure to obtain any of

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 80 -


the foregoing could not (either individually or in the aggregate) reasonably be
expected to have a Material Adverse Effect.

          7.18 Rate Regulation. Each of the Borrowers and their Subsidiaries
               ---------------
have each reviewed and evaluated in detail the FCC rules currently in effect
(the "Rate Regulation Rules") implementing the rate regulation provisions of the
      ---------------------
Cable Television Consumer Protection and Competition Act of 1992 (the "Rate
                                                                       ----
Regulation Act"). Based upon such review by the Borrowers and their Subsidiaries
--------------
with respect to the CATV Systems owned and to be owned (after giving effect to
the transactions contemplated hereunder to occur on or before the Closing Date):

          (i) except as set forth in Schedule VI hereto, to the knowledge of the
     Borrowers, none of such CATV Systems is subject to effective competition as
     of the date hereof;

          (ii) except as set forth in Schedule VI hereto, no franchising
     authority has notified the Borrowers or any of their Subsidiaries of its
     application to be certified to regulate rates as provided in Section 76.910
     of the Rate Regulation Rules;

          (iii) except as set forth in Schedule VI hereto, no franchising
     authority has notified the Borrowers or any of their Subsidiaries that it
     has been certified and has adopted regulations required to commence
     regulation as provided in Section 76.910(c)(2) of the Rate Regulation
     Rules;

          (iv) to the knowledge of the Borrowers and except as set forth in
     Schedule VI hereto, there are no pending cable service programming rate
     complaints filed with the FCC; and

          (v) no reduction of rates or refunds to subscribers is required by an
     outstanding order of the FCC or any local franchising authority as of the
     date hereof under the Rate Regulation Act and the Rate Regulation Rules
     applicable to the CATV Systems of the Borrowers and their Subsidiaries.

          7.19 Broadband Acquisition Agreements. The Borrowers have heretofore
               --------------------------------
delivered to the Administrative Agent a complete and correct copy of each of the
Broadband Acquisition Agreements, as in effect on the date hereof, including all
schedules, exhibits and annexes thereto. The Broadband Acquisition Agreements
have been duly executed and delivered by each party thereto and are in full
force and effect and, to the knowledge of the Borrowers, no party is in default
in any material respect of any of its obligations thereunder.

          7.20 Use of Credit. None of the Borrowers or any of their Subsidiaries
               -------------
is engaged principally, or as one of their important activities, in the business
of extending credit for

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 81 -


the purpose, whether immediate, incidental or ultimate, of buying or carrying
Margin Stock in violation of Regulations T, U or X.

          Section 8. Covenants of the Borrowers. The Borrowers covenant and
                     --------------------------
agree with the Lenders and the Administrative Agent that, so long as any
Commitment, Loan or Letter of Credit Liability is outstanding and until payment
in full of all amounts payable by the Borrowers hereunder:

          8.01 Financial Statements Etc. The Borrowers shall deliver to each of
               ------------------------
the Lenders:

          (a) as soon as available and in any event within 60 days after the end
     of each of the first three quarterly fiscal periods of each fiscal year of
     the Borrowers, combined statements of income, retained earnings and cash
     flows of the Borrowers and their Subsidiaries for such period and for the
     period from the beginning of the respective fiscal year to the end of such
     period, and the related combined balance sheet of the Borrowers and their
     Subsidiaries as at the end of such period, setting forth in each case in
     comparative form the corresponding figures for the corresponding periods in
     the preceding fiscal year (except that, in the case of balance sheets, such
     comparison shall be to the last day of the prior fiscal year), accompanied
     by a certificate of a Senior Officer, which certificate shall state that
     said financial statements fairly present in all material respects the
     combined financial condition and results of operations of the Borrowers and
     their Subsidiaries in accordance with generally accepted accounting
     principles consistently applied as at the end of, and for, such period
     (subject to normal year-end audit adjustments);

          (b) as soon as available and in any event within 90 days after the end
     of each fiscal year of the Borrowers, combined statements of income,
     retained earnings and cash flows of the Borrowers and their Subsidiaries
     for such fiscal year and the related combined balance sheet of the
     Borrowers and their Subsidiaries as at the end of such fiscal year, setting
     forth in each case in comparative form the corresponding combined figures
     for the preceding fiscal year and accompanied by an opinion thereon of
     independent certified public accountants of recognized national standing,
     which opinion shall state that said combined financial statements fairly
     present in all material respects the combined financial condition and
     results of operations of the Borrowers and their Subsidiaries as at the end
     of, and for, such fiscal year in accordance with generally accepted
     accounting principles, and a statement of such accountants to the effect
     that, in making the examination necessary for their opinion, nothing came
     to their attention that caused them to believe that the Borrowers were not
     in compliance with Sections 8.07, 8.08, 8.09, 8.10, 8.11, 8.12 or 8.15
     hereof, insofar as such Sections relate to accounting matters;

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 82 -


          (c) promptly upon their becoming available, copies of all registration
     statements and regular periodic reports, if any, that the Borrowers shall
     have filed with the Securities and Exchange Commission (or any governmental
     agency substituted therefor) or any national securities exchange;

          (d) promptly upon the mailing thereof by the Borrowers to the
     shareholders or members of the Borrowers generally, to holders of Affiliate
     Subordinated Indebtedness generally, or by Mediacom Broadband to the
     holders of any outstanding notes or other debt issuance, copies of all
     financial statements, reports and proxy statements so mailed;

          (e) as soon as possible, and in any event within ten days after any
     Borrower knows or has reason to believe that any of the events or
     conditions specified below with respect to any Plan or Multiemployer Plan
     has occurred or exists, a statement signed by a Senior Officer setting
     forth details respecting such event or condition and the action, if any,
     that the Borrowers or their ERISA Affiliates propose to take with respect
     thereto (and a copy of any report or notice required to be filed with or
     given to the PBGC by the Borrowers or an ERISA Affiliate with respect to
     such event or condition):

               (i) any reportable event, as defined in Section 4043(b) of ERISA
          and the regulations issued thereunder, with respect to a Plan, as to
          which the PBGC has not by regulation waived the requirement of Section
          4043(a) of ERISA that it be notified within 30 days of the occurrence
          of such event (provided that a failure to meet the minimum funding
                         --------
          standard of Section 412 of the Code or Section 302 of ERISA,
          including, without limitation, the failure to make on or before its
          due date a required installment under Section 412(m) of the Code or
          Section 302(e) of ERISA, shall be a reportable event regardless of the
          issuance of any waivers in accordance with Section 412(d) of the
          Code); and any request for a waiver under Section 412(d) of the Code
          for any Plan;

               (ii) the distribution under Section 4041 of ERISA of a notice of
          intent to terminate any Plan or any action taken by the Borrowers or
          an ERISA Affiliate to terminate any Plan;

               (iii) the institution by the PBGC of proceedings under Section
          4042 of ERISA for the termination of, or the appointment of a trustee
          to administer, any Plan, or the receipt by the Borrowers or any ERISA
          Affiliate of a notice from a Multiemployer Plan that such action has
          been taken by the PBGC with respect to such Multiemployer Plan;

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 83 -


               (iv) the complete or partial withdrawal from a Multiemployer Plan
          by the Borrowers or any ERISA Affiliate that results in liability
          under Section 4201 or 4204 of ERISA (including the obligation to
          satisfy secondary liability as a result of a purchaser default) or the
          receipt by any Borrower or any ERISA Affiliate of notice from a
          Multiemployer Plan that it is in reorganization or insolvency pursuant
          to Section 4241 or 4245 of ERISA or that it intends to terminate or
          has terminated under Section 4041A of ERISA;

               (v) the institution of a proceeding by a fiduciary of any
          Multiemployer Plan against the Borrowers or any ERISA Affiliate to
          enforce Section 515 of ERISA, which proceeding is not dismissed within
          30 days; and

               (vi) the adoption of an amendment to any Plan that, pursuant to
          Section 401(a)(29) of the Code or Section 307 of ERISA, would result
          in the loss of tax-exempt status of the trust of which such Plan is a
          part if the Borrowers or an ERISA Affiliate fails to timely provide
          security to the Plan in accordance with the provisions of said
          Sections;

          (f) within 60 days of the end of each quarterly fiscal period of the
     Borrowers (90 days after the last quarterly fiscal period in any fiscal
     year), a Quarterly Officer's Report as at the end of such period;

          (g) promptly after any Borrower knows or has reason to believe that
     any Default has occurred, a notice of such Default describing the same in
     reasonable detail and, together with such notice or as soon thereafter as
     possible, a description of the action that the Borrowers have taken or
     propose to take with respect thereto; and

          (h) from time to time such other information regarding the financial
     condition, operations, business or prospects of the Borrowers or any of
     their Subsidiaries (including, without limitation, any Plan or
     Multiemployer Plan and any reports or other information required to be
     filed under ERISA) as any Lender or the Administrative Agent may reasonably
     request.

The Borrowers will furnish to each Lender, at the time they furnish each set of
financial statements pursuant to paragraph (a) or (b) above, a certificate of a
Senior Officer (i) to the effect that no Default has occurred and is continuing
(or, if any Default has occurred and is continuing, describing the same in
reasonable detail and describing the action that the Borrowers have taken or
proposes to take with respect thereto) and (ii) setting forth in reasonable
detail the computations necessary to determine whether the Borrowers are in
compliance with Sections 8.07, 8.08, 8.09, 8.10, 8.11, 8.12 and 8.15 hereof
(including, without limitation, calculations demonstrating compliance with the
requirements of Section 8.09(d)(ii) hereof after giving effect

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 84 -


to any Capital Expenditure pursuant to Section 8.12(b) hereof) as of the end of
the respective quarterly fiscal period or fiscal year.

          8.02 Litigation. The Borrowers will promptly give to each Lender
               ----------
notice of all legal or arbitral proceedings, and of all proceedings or
investigations by or before any governmental or regulatory authority or agency,
and any material development in respect of such legal or other proceedings,
affecting the Borrowers or any of their Subsidiaries or any of their Franchises,
except proceedings that, if adversely determined, would not (either individually
or in the aggregate) have a Material Adverse Effect. Without limiting the
generality of the foregoing, the Borrowers will give to each Lender (i) notice
of the assertion of any Environmental Claim by any Person against, or with
respect to the activities of, the Borrowers or any of their Subsidiaries and
notice of any alleged violation of or non-compliance with any Environmental Laws
or any permits, licenses or authorizations, other than any Environmental Claim
or alleged violation that, if adversely determined, would not (either
individually or in the aggregate) have a Material Adverse Effect and (ii) copies
of any notices received by the Borrowers or any of their Subsidiaries under any
Franchise of a material default by the Borrowers or any of their Subsidiaries in
the performance of its obligations thereunder.

          8.03 Existence, Etc. Each Borrower will, and will cause each of its
               --------------
Subsidiaries to:

          (a) preserve and maintain its legal existence and all of its material
     rights, privileges, licenses and franchises (provided that nothing in this
                                                  --------
Section 8.03 shall prohibit any transaction expressly permitted under
     Section 8.05 hereof);

          (b) comply with the requirements of all applicable laws, rules,
     regulations and orders of governmental or regulatory authorities if failure
     to comply with such requirements could (either individually or in the
     aggregate) have a Material Adverse Effect;

          (c) pay and discharge all taxes, assessments and governmental charges
     or levies imposed on it or on its income or profits or on any of its
     Property prior to the date on which penalties attach thereto, except for
     any such tax, assessment, charge or levy the payment of which is being
     contested in good faith and by proper proceedings and against which
     adequate reserves are being maintained;

          (d) maintain, in all material respects, all of its Properties used or
     useful in its business in good working order and condition, ordinary wear
     and tear excepted;

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 85 -


          (e) keep adequate records and books of account, in which complete
     entries will be made in accordance with generally accepted accounting
     principles consistently applied; and

          (f) permit representatives of any Lender or the Administrative Agent,
     during normal business hours, to examine, copy and make extracts from its
     books and records, to inspect any of its Properties, and to discuss its
     business and affairs with its officers, all to the extent reasonably
     requested by such Lender or the Administrative Agent (as the case may be).

          8.04 Insurance. Each Borrower will, and will cause each of its
               ---------
Subsidiaries to, maintain insurance with financially sound and reputable
insurance companies, or may self-insure, and with respect to Property and risks
of a character usually maintained by Persons engaged in the same or similar
business similarly situated, against loss, damage and liability of the kinds and
in the amounts customarily maintained by such corporations, provided that each
                                                            --------
Borrower will in any event maintain (with respect to itself and each of its
Subsidiaries) casualty insurance and insurance against claims for damages with
respect to defamation, libel, slander, privacy or other similar injury to person
or reputation (including misappropriation of personal likeness), in such amounts
as are then customary for Persons engaged in the same or similar business
similarly situated.

          8.05 Prohibition of Fundamental Changes.
               ----------------------------------

          (a) Restrictions on Merger. None of the Borrowers will nor will it
              ----------------------
permit any of its Subsidiaries to, enter into any transaction of merger or
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution).

          (b) Restrictions on Acquisitions. None of the Borrowers will nor will
              ----------------------------
it permit any of its Subsidiaries to, acquire any business or Property from, or
capital stock of, or be a party to any acquisition of, any Person except for
purchases of equipment, programming rights and other Property to be sold or used
in the ordinary course of business, Investments permitted under Section 8.08(f)
hereof, and Capital Expenditures permitted under Section 8.12 hereof.

          (c) Restrictions on Sales and Other Dispositions. None of the
              --------------------------------------------
Borrowers will nor will it permit any of its Subsidiaries to, convey, sell,
lease, transfer or otherwise dispose of, in one transaction or a series of
transactions, any part of its business or Property, whether now owned or
hereafter acquired (including, without limitation, receivables and leasehold
interests, but excluding (i) obsolete or worn-out Property, tools or equipment
no longer used or useful in its business so long as the amount thereof sold in
any single fiscal year by the Borrowers and their Subsidiaries shall not have a
fair market value in excess of $10,000,000 and (ii) any

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 86 -


equipment, programming rights or other Property sold or disposed of in the
ordinary course of business and on ordinary business terms).

          (d) Certain Permitted Transactions. Notwithstanding the foregoing
              ------------------------------
provisions of this Section 8.05:

          (i) Intercompany Mergers and Consolidations. Any Borrower may be
              ---------------------------------------
     merged or consolidated with any other Borrower, and any Subsidiary of a
     Borrower may be merged or consolidated with or into: (x) such Borrower if
     such Borrower shall be the continuing or surviving corporation or (y) any
     other such Subsidiary; provided that if any such transaction shall be
                            --------
     between a Subsidiary and a Wholly Owned Subsidiary, the Wholly Owned
     Subsidiary shall be the continuing or surviving corporation.

          (ii) Intercompany Dispositions. Any Borrower may sell, lease, transfer
               -------------------------
     or otherwise dispose of any or all of its Property to any other Borrower,
     and any Subsidiary of a Borrower may sell, lease, transfer or otherwise
     dispose of any or all of its Property (upon voluntary liquidation or
     otherwise) to the Borrowers or a Wholly Owned Subsidiary of the Borrowers.

          (iii) Broadband Acquisitions. The Borrowers may consummate the
                ----------------------
     Broadband Acquisitions, so long as the same are consummated in all material
     respects in accordance with the respective Broadband Acquisition
     Agreements.

          (iv) Permitted Dispositions. The Borrowers or any Wholly Owned
     Subsidiary of the Borrowers may enter into one or more transactions
     intended to trade (by means of either an exchange or a sale and subsequent
     purchase) one or more of the CATV Systems owned by the Borrowers and their
     Subsidiaries for one or more CATV Systems owned by any other Person, which
     transactions may be effected either by

               (I) the Borrowers or such Wholly Owned Subsidiary selling one or
          more CATV Systems owned by it, and either depositing the Net Available
          Proceeds thereof into the Collateral Account, or prepaying Revolving
          Credit Loans (and creating a Reserved Commitment Amount), as
          contemplated by the second paragraph of Section 2.10(d) hereof, and
          then within 270 days acquiring one or more other CATV Systems or

               (II) exchanging one or more CATV Systems, together with cash not
          exceeding 20% of the fair market value of such acquired CATV Systems,

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 87 -


          so long as

                    (x) (A) at the time of any such transactions and after
               giving effect thereto, no Default shall have occurred and be
               continuing and (B) after giving effect to such transaction the
               Borrowers shall be in compliance with Section 8.10 hereof (the
               determination of such compliance to be calculated on a pro forma
               basis, as at the end of and for the fiscal quarter most recently
               ended prior to the date of such transaction for which financial
               statements of the Borrowers and their Subsidiaries are available,
               under the assumption that such transaction shall have occurred,
               and any Indebtedness in connection therewith shall have been
               incurred, at the beginning of the applicable period, and under
               the assumption that interest for such period had been equal to
               the actual weighted average interest rate in effect for the Loans
               hereunder on the date of such transaction), and the Borrowers
               shall have delivered to the Administrative Agent a certificate of
               a Senior Officer showing such calculations in reasonable detail
               to demonstrate such compliance,

                    (y) with respect to any single exchange of CATV Systems
               pursuant to clause (II) above, the sum of the System Cash Flow
               for the period of four fiscal quarters ending on, or most
               recently ended prior to, the date of such exchange attributable
               to the CATV Systems being exchanged does not exceed more than 15%
               of System Cash Flow for such period and

                    (z) the sum of (A) the System Cash Flow for the period
               referred to in subclause (y) above plus (B) the System Cash Flow
                                                  ----
               attributable to all other CATV Systems previously exchanged
               pursuant to clause (II) above (whether during the period referred
               to in subclause (y) above, or prior thereto), does not exceed an
               amount equal to 35% of Adjusted System Cash Flow for the period
               referred to in subclause (y) above.

          If, in connection with an exchange permitted under this subparagraph
          (iv), the Borrowers or Wholly Owned Subsidiary receives cash in excess
          of 20% the fair market value of the acquired CATV Systems, such
          exchange shall be permitted as a sale under this subparagraph (iv) and
          the cash received by the Borrowers in connection with such transaction
          shall be applied in accordance with Section 2.10(d).

               (v) Subsequent Acquisitions. Any Borrower or a Wholly Owned
                   -----------------------
          Subsidiary of such Borrower may acquire any business or Property from,
          or capital stock of, or be a party to any acquisition of, any Person,
          so long as:

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 88 -


               (A) the aggregate Purchase Price of any individual such
          acquisition shall not exceed (i) $200,000,000 prior to the Iowa
          Acquisition Consummation Date and (ii) $400,000,000 thereafter;

               (B) such acquisition (if by purchase of assets, merger or
          consolidation) shall be effected in such manner so that the acquired
          business, and the related assets, are owned either by a Borrower or a
          Wholly Owned Subsidiary of a Borrower and, if effected by merger or
          consolidation involving a Borrower, such Borrower shall be the
          continuing or surviving entity and, if effected by merger or
          consolidation involving a Wholly Owned Subsidiary of a Borrower, such
          Wholly Owned Subsidiary shall be the continuing or surviving entity;

               (C) such acquisition (if by purchase of stock) shall be effected
          in such manner so that the acquired entity becomes a Wholly Owned
          Subsidiary of a Borrower;

               (D) with respect to any acquisition involving an aggregate
          Purchase Price in excess of $50,000,000, the Borrowers shall deliver
          to the Administrative Agent (which shall promptly notify the Lenders
          of such acquisition and forward a copy to each Lender which requests
          one) (1) no later than five Business Days prior to the consummation of
          each such acquisition (or such earlier date as shall be five Business
          Days after the execution and delivery thereof), copies of the
          respective agreements or instruments pursuant to which such
          acquisition is to be consummated (including, without limitation, any
          related management, non-compete, employment, option or other material
          agreements), any schedules to such agreements or instruments and all
          other material ancillary documents to be executed or delivered in
          connection therewith and (2) promptly following request therefor (but
          in any event within three Business Days following such request),
          copies of such other information or documents relating to each such
          acquisition as the Administrative Agent shall have requested;

               (E) with respect to any acquisition involving an aggregate
          Purchase Price in excess of $50,000,000, the Administrative Agent
          shall have received (and shall promptly forward a copy thereof to each
          Lender which requests one) a letter (in the case of each legal opinion
          delivered to the Borrowers pursuant to such acquisition) from each
          Person delivering such opinion (which shall in any event include an
          opinion of special FCC counsel) authorizing reliance thereon by the
          Administrative Agent and the Lenders;

               (F) with respect to any acquisition involving an aggregate
          Purchase Price in excess of $50,000,000, the Borrowers shall have
          delivered to the

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 89 -


          Administrative Agent and the Lenders evidence satisfactory to the
          Administrative Agent and the Majority Lenders of receipt of all
          licenses, permits, approvals and consents, if any, required with
          respect to such acquisition (including, without limitation, the
          consents of the respective municipal franchising authorities to the
          acquisition of the respective CATV Systems being acquired (if any));

               (G) the entire amount of the consideration payable by the
          Borrowers and their Subsidiaries in connection with such acquisition
          (other than customary post-closing adjustments and indemnity
          obligations, and other than Indebtedness incurred in connection with
          such acquisition that is permitted under paragraphs (c) or (f) of
          Section 8.07 hereof) shall be payable on the date of such acquisition;

               (H) none of the Borrowers nor any of its Subsidiaries shall, in
          connection with such acquisition, assume or remain liable in respect
          of (x) any Indebtedness of the seller or sellers (except for
          Indebtedness permitted under Section 8.07(f) hereof) or (y) other
          obligations of the seller or sellers (except for obligations incurred
          in the ordinary course of business in operating the CATV System so
          acquired and necessary or desirable to the continued operation of such
          CATV System);

               (I) to the extent the assets purchased in such acquisition shall
          be subject to any Liens not permitted hereunder, such Liens shall have
          been released (or arrangements for such release satisfactory to the
          Administrative Agent shall have been made);

               (J) to the extent applicable, the Borrowers shall have complied
          with the provisions of Section 8.18 hereof, including, without
          limitation, to the extent not theretofore delivered, delivery to the
          Administrative Agent of (x) the shares of stock or other ownership
          interests, accompanied by undated stock powers or other powers
          executed in blank, and (y) the agreements, instruments, opinions of
          counsel and other documents required under Section 8.18 hereof;

               (K) after giving effect to such acquisition the Borrowers shall
          be in compliance with Section 8.10 hereof (the determination of such
          compliance to be calculated on a pro forma basis, as at the end of and
          for the fiscal quarter most recently ended prior to the date of such
          acquisition for which financial statements of the Borrowers and their
          Subsidiaries are available, under the assumption that such acquisition
          shall have occurred, and any Indebtedness in connection therewith
          shall have been incurred, at the beginning of the applicable period,
          and under the assumption that interest for such period had been equal
          to the actual weighted average interest rate in effect for the Loans
          hereunder on the date of

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 90 -


          such acquisition), and the Borrowers shall have delivered to the
          Administrative Agent a certificate of a Senior Officer showing such
          calculations in reasonable detail to demonstrate such compliance;

               (L) immediately prior to such acquisition and after giving effect
          thereto, no Default shall have occurred and be continuing; and

               (M) the Borrowers shall deliver such other documents and shall
          have taken such other action as the Majority Lenders or the
          Administrative Agent may request (which may include evidence that the
          Borrowers shall have received an equity contribution from Mediacom
          Broadband or the proceeds of the issuance of Affiliate Subordinated
          Indebtedness pursuant to documentation and in amounts in form and
          substance satisfactory to the Majority Lenders and the Administrative
          Agent).

          8.06 Limitation on Liens. None of the Borrowers will, nor will it
               -------------------
permit any of its Subsidiaries to, create, incur, assume or suffer to exist any
Lien upon any of its Property, whether now owned or hereafter acquired, except:

          (a) Liens created pursuant to the Security Documents;

          (b) Liens in existence on the date hereof and listed in Part B of
     Schedule III hereto (or, to the extent not meeting the minimum thresholds
     for required listing on said Schedule III pursuant to Section 7.11 hereof,
     in an aggregate amount not exceeding $10,000,000);

          (c) Liens imposed by any governmental authority for taxes, assessments
     or charges not yet due or that are being contested in good faith and by
     appropriate proceedings if adequate reserves with respect thereto are
     maintained on the books of the Borrowers or the affected Subsidiaries, as
     the case may be, in accordance with GAAP;

          (d) carriers', warehousemen's, mechanics', materialmen's, repairmen's
     or other like Liens arising in the ordinary course of business that are not
     overdue for a period of more than 30 days or that are being contested in
     good faith and by appropriate proceedings and Liens securing judgments but
     only to the extent for an amount and for a period not resulting in an Event
     of Default under Section 9.01(i) hereof;

          (e) pledges or deposits under worker's compensation, unemployment
     insurance and other social security legislation;

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 91 -


          (f) deposits to secure the performance of bids, trade contracts (other
     than for Indebtedness), leases, statutory obligations, surety and appeal
     bonds, performance bonds and other obligations of a like nature incurred in
     the ordinary course of business;

          (g) easements, rights-of-way, restrictions and other similar
     encumbrances incurred in the ordinary course of business and encumbrances
     consisting of zoning restrictions, easements, licenses, restrictions on the
     use of Property or minor imperfections in title thereto that, in the
     aggregate, are not material in amount, and that do not in any case
     materially detract from the value of the Property subject thereto or
     interfere with the ordinary conduct of the business of the Borrowers or any
     of their Subsidiaries; and

          (h) Liens upon real and/or tangible personal Property acquired after
     the date hereof (by purchase, construction or otherwise) by the Borrowers
     or any of their Subsidiaries and securing Indebtedness permitted under
     Section 8.07(f) hereof, each of which Liens either (A) existed on such
     Property before the time of its acquisition and was not created in
     anticipation thereof or (B) was created solely for the purpose of securing
     Indebtedness representing, or incurred to finance, refinance or refund, the
     cost (including the cost of construction) of such Property; provided that
                                                                 --------
     (i) no such Lien shall extend to or cover any Property of a Borrower or any
     such Subsidiary other than the Property so acquired and improvements
     thereon and (ii) the principal amount of Indebtedness secured by any such
     Lien shall at no time exceed the fair market value (as determined in good
     faith by a Senior Officer) of such Property at the time it was acquired (by
     purchase, construction or otherwise).

          8.07 Indebtedness. None of the Borrowers will, nor will it permit any
               ------------
of its Subsidiaries to, create, incur or suffer to exist any Indebtedness
except:

          (a) Indebtedness to the Lenders hereunder, including, without
     limitation, Incremental Facility Loans in an aggregate principal amount up
     to but not exceeding $500,000,000;

          (b) Indebtedness outstanding on the date hereof and listed in Part A
     of Schedule III hereto (or, to the extent not meeting the minimum
     thresholds for required listing on said Schedule III pursuant to Section
     7.11 hereof, in an aggregate amount not exceeding $10,000,000);

          (c) Affiliate Subordinated Indebtedness incurred in accordance with
     Section 8.14 hereof;

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 92 -


          (d) Indebtedness of the Borrowers to any Subsidiary of the Borrowers,
     and of any Subsidiary of the Borrowers to the Borrowers or its other
     Subsidiaries;

          (e) Indebtedness (other than Affiliate Subordinated Indebtedness) of
     the Borrowers and their Subsidiaries that is subordinated in right of
     payment to the obligations of the Borrowers and their Subsidiaries under
     the Loan Documents (and which contains terms, including in respect of
     interest, amortization, defaults, mandatory redemptions and prepayments,
     and covenants) that are in each case satisfactory to the Administrative
     Agent and the Majority Lenders; and

          (f) additional Indebtedness of the Borrowers and their Subsidiaries
     (including, without limitation, Capital Lease Obligations and other
     Indebtedness secured by Liens permitted under Section 8.06(h) hereof) up to
     but not exceeding an aggregate amount of $50,000,000 at any one time
     outstanding.

          In addition to the foregoing, the Borrowers will not, nor will they
permit their Subsidiaries to, incur or suffer to exist any obligations in an
aggregate amount in excess of $25,000,000 at any one time outstanding in respect
of surety and performance bonds backing pole rental or conduit attachments and
the like, or backing obligations under Franchises, arising in the ordinary
course of business of the CATV Systems of the Borrowers and their Subsidiaries.

          8.08 Investments. The Borrowers will not, nor will they permit any of
               -----------
their Subsidiaries to, make or permit to remain outstanding any Investments
except:

          (a) Investments outstanding on the date hereof and identified in
     Schedule IV hereto;

          (b) operating deposit accounts with banks;

          (c) Permitted Investments;

          (d) subject to the last sentence of this Section 8.08, Investments by
     the Borrowers and their Subsidiaries in the Borrowers and their
     Subsidiaries;

          (e) Interest Rate Protection Agreements entered into in the ordinary
     course of business of the Borrowers and not for speculative purposes;

          (f) Investments by the Borrowers and their Subsidiaries consisting of
     acquisitions permitted under subparagraphs (iv) or (v) of Section 8.05(d);

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 93 -


          (g) Investments consisting of the issuance of a Letter of Credit for
     the account of the Borrowers to support an obligation of an Affiliate of
     the Borrowers, in such amounts as would be permitted under Section
     8.09(d)(ii) hereof; and

          (h) additional Investments (including, without limitation, Investments
     by the Borrowers or any of their Subsidiaries in Affiliates of the
     Borrowers), so long as (i) the aggregate amount of all such Investments
     shall not exceed (x) $100,000,000 prior to the Iowa Acquisition
     Consummation Date and (y) $200,000,000 thereafter and (ii) at the time of
     making such additional investments as contemplated by this Section 8.08(h)
     and after giving effect thereto, the Total Leverage Ratio shall be less
     than 5.75 to 1 or if lower, the applicable requirement at the time under
     Section 8.10(a) hereof.).

Without limiting the generality of the forgoing, the Borrowers will not create,
or make any Investment in, any Subsidiary after the date hereof without the
prior written consent of the Majority Lenders.

          8.09 Restricted Payments. The Borrowers will not make any Restricted
               -------------------
Payment at any time, provided that, so long as at the time thereof, and after
                     --------
giving effect thereto, no Default or Event of Default shall have occurred and be
continuing, the Borrowers may make the following Restricted Payments (subject,
in each case, to the applicable conditions set forth below):

          (a) the Borrowers may make Restricted Payments in cash to their
     members in an amount equal to the Tax Payment Amount with respect to any
     fiscal period or portion thereof (net of Restricted Payments previously
     made under this paragraph (a) in respect of such period), so long as at
     least fifteen days prior to making any such Restricted Payment, the
     Borrowers shall have delivered to each Lender (i) notification of the
     amount and proposed payment date of such Restricted Payment and (ii) a
     statement of a Senior Officer (and, in the event such period is a full
     fiscal year, the Borrower's independent certified public accountants)
     setting forth a detailed calculation of the Tax Payment Amount for such
     period and showing the amount of such Restricted Payment and all previous
     Restricted Payments made pursuant to this Section 8.09(a) in respect of
     such period;

          (b) the Borrowers may make payments in cash in respect of Management
     Fees to the extent permitted under Section 8.11 hereof;

          (c) the Borrowers may make payments in cash in respect of the interest
     on Affiliate Subordinated Indebtedness constituting Supplemental Capital or
     Cure Monies; and

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 94 -


          (d) the Borrowers may make payments in cash in respect of the
     principal of Affiliate Subordinated Indebtedness and distributions in
     respect of the equity capital of the Borrowers and may request the issuance
     of Affiliate Letters of Credit (such payment and issuance being
     collectively called "Permitted Transactions"), so long as
                          ----------------------

               (i) in the case of any Permitted Transaction consisting of a
          payment in respect of the principal of Affiliate Subordinated
          Indebtedness, or distribution in respect of equity capital,
          constituting Cure Monies, at least one complete fiscal quarter shall
          have elapsed subsequent to the last date upon which the Borrowers
          shall have utilized their cure rights under Section 9.02 hereof,
          without the occurrence of any Event of Default (and, for purposes
          hereof, unless the Borrowers indicate otherwise at the time of any
          such payment, such payment or distribution shall be deemed to be made
          first from Cure Monies and second from Supplemental Capital);

               (ii) after giving effect to any Permitted Transaction during any
          fiscal quarter (the "current fiscal quarter") and to the making of any
                               ----------------------
          Capital Expenditures pursuant to Section 8.12(b) hereof during the
          current fiscal quarter, the Borrowers would (as at the last day of the
          most recent fiscal quarter immediately prior to the current fiscal
          quarter) have been in compliance on a pro forma basis with Section
          8.10 hereof and the Total Leverage Ratio calculated on a pro forma
          basis is at the time less than 5.75 to 1 (or, if lower, the applicable
          requirement at the time under Section 8.10(a) hereof), the
          determination of such compliance and such Total Leverage Ratio to be
          determined as if

                    (x) for purposes of calculating the Total Leverage Ratio,
               there were added to Indebtedness the sum (herein, the "Relevant
                                                                      --------
               Sum") of the amount of such Permitted Transaction plus the amount
               ---                                               ----
               of all other Permitted Transactions made during the current
               fiscal quarter through the date of such Permitted Transaction,
               minus the amount of Special Reductions through such date plus the
               -----                                                    ----
               amount of any such Capital Expenditures, and

                    (y) for purposes of calculating the Interest Coverage Ratio
               and Debt Service Coverage Ratio, the Relevant Sum plus any Cure
                                                                 ----
               Monies received during the period for which the Interest Coverage
               Ratio or Debt Service Coverage Ratio is calculated represented
               additional principal of the Loans outstanding hereunder at all
               times during the respective fiscal quarter for which such Ratios
               are calculated and the amount of interest that would have been
               payable hereunder during such fiscal quarter was recalculated to
               take into account such additional principal;

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 95 -


               (iii) after giving effect to distributions made in respect of the
          equity capital of any Borrower, the Equity Contribution Amount shall
          not be less than zero; and

               (iv) the aggregate amount of Permitted Transactions as at any
          date (minus the aggregate amount of Special Reductions through such
                -----
          date), shall not exceed the Applicable Permitted Transaction Amount
          for such date.

          Nothing herein shall be deemed to prohibit the payment of dividends by
any Subsidiary of a Borrower to such Borrower or to any other Subsidiary of such
Borrower.

          8.10 Certain Financial Covenants.
               ---------------------------

          (a) Total Leverage Ratio. The Borrowers will not permit the Total
              --------------------
Leverage Ratio to exceed the following respective ratios at any time during the
following respective periods:

                                                                  Total
                   Period                                    Leverage Ratio
                   ------                                    --------------

         From the Closing Date

           through December 31, 2002                           6.00 to 1

         From January 1, 2003
           through December 31, 2003                           5.75 to 1

         From January 1, 2004
           through December 31, 2004                           5.50 to 1

         From January 1, 2005
           through December 31, 2005                           4.75 to 1

         From January 1, 2006
           and at all times thereafter                         4.50 to 1

provided that on or prior to (but not after) the Third Acquisition Consummation
--------
Date, the Total Leverage Ratio may not exceed 5.50 to 1.

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 96 -


          (b) Interest Coverage Ratio. The Borrowers will not permit the
              -----------------------
Interest Coverage Ratio to be less than the following respective ratios as at
the last day of any fiscal quarter ending during the following respective
periods:

                   Period                                            Ratio
                   ------                                            -----

         From the Closing Date

           through December 31, 2002                                1.30 to 1

         From January 1, 2003
           through December 31, 2003                                1.40 to 1

         From January 1, 2004
           through December 31, 2004                                1.50 to 1

         From January 1, 2005
           through December 31, 2005                                1.70 to 1

         From January 1, 2006
           and at all times thereafter                              2.00 to 1

          (c) Debt Service Coverage Ratio. The Borrowers will not permit the
              ---------------------------
Debt Service Coverage Ratio to be less than 1.10 to 1 as of the last day of any
fiscal quarter.

          8.11 Management Fees. The Borrowers will not permit the aggregate
               ---------------
amount of Management Fees accrued in respect of any fiscal year of the Borrowers
to exceed 4.0% of the Gross Operating Revenue of the Borrowers and their
Subsidiaries for such fiscal year. In addition, the Borrowers will not, as at
the last day of the first, second and third fiscal quarters in any fiscal year,
permit the amount of Management Fees paid during the portion of such fiscal year
ending with such fiscal quarter to exceed 4.0% of the Gross Operating Revenue of
the Borrowers and their Subsidiaries for such portion of such fiscal year (based
upon the financial statements of the Borrowers provided pursuant to Section
8.01(a) hereof), provided that in any event the Borrowers will not pay any
                 --------
Management Fees at any time following the occurrence and during the continuance
of any Default. Any Management Fees that are accrued for any fiscal quarter (the
"current fiscal quarter") but which are not paid during the current fiscal
 ----------------------
quarter may be paid at any time during the period of four fiscal quarters
following the current fiscal quarter (and for these purposes any payment of
Management Fees during such period shall be deemed to be applied to Management
Fees in the order of the fiscal quarters in respect of which such Management
Fees are accrued). Any Management Fees which may not be paid as a result of the
limitations set forth in the forgoing provisions of this Section 8.11 shall be
deferred and shall not be payable until the principal of and interest on the
Loans, and all other amounts owing

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 97 -


hereunder, shall have been paid in full. For purposes of this Section 8.11
"Gross Operating Revenue" shall mean the aggregate gross operating revenues
 -----------------------
derived by the Borrowers from their CATV Systems and from other
telecommunications services as determined in accordance with GAAP excluding,
however, revenue or income derived by the Borrowers from any of the following
sources: (i) from the sale of any asset of such CATV Systems not in the ordinary
course of business, (ii) interest income, (iii) proceeds from the financing or
refinancing of any Indebtedness of the Borrowers or any of their Subsidiaries
and (iv) extraordinary gains in accordance with GAAP.

          None of the Borrowers nor any of its Subsidiaries shall be obligated
to pay Management Fees to any Person, unless the Borrowers and such Person shall
have executed and delivered to the Administrative Agent a Management Fee
Subordination Agreement, and none of the Borrowers nor any of its Subsidiaries
shall pay Management Fees to any Person except to the extent permitted under the
respective Management Fee Subordination Agreement to which such Person is a
party.

          None of the Borrowers nor any of its Subsidiaries shall employ or
retain any executive management personnel (or pay any Person, other than the
Manager, in respect of executive management personnel or matters, for the
Borrowers or any of their Subsidiaries), it being the intention of the parties
hereto that all executive management personnel required in connection with the
business or operations of the Borrowers and their Subsidiaries shall be
employees of the Manager (and that the Executive Compensation for such employees
shall be covered by Management Fees payable hereunder). For purposes hereof,
"executive management personnel" shall not include any individual (such as a
 ------------------------------
system manager or a regional manager) who is employed solely in connection with
the day-to-day operations of a CATV System or a Region.

          8.12 Capital Expenditures.
               --------------------

          (a) Scheduled Capital Expenditures. The Borrowers will not permit the
              ------------------------------
aggregate amount of Capital Expenditures to exceed the following respective
amounts for the following respective Fiscal Periods of the Borrowers:

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 98 -


          Fiscal Period Ending                                      Amount
          --------------------                                      ------

          December 31, 2001                                      $ 70,000,000
          December 31, 2002                                      $180,000,000
          December 31, 2003                                      $170,000,000
          December 31, 2004                                      $115,000,000
          December 31, 2005                                      $ 90,000,000
          December 31, 2006                                      $ 90,000,000
          December 31, 2007                                      $ 90,000,000
          December 31, 2008                                      $ 90,000,000

provided that, the amounts set forth above for any Fiscal Period of the
--------
Borrowers in which the Borrowers enter into a Subsequent Acquisition pursuant to
Section 8.05(d)(v) shall be increased by such amount as the Borrowers shall
propose in a notice to the Administrative Agent and the Lenders (which amount
shall be based on a proposed budget and operating plan set forth in such notice)
which increase shall become effective unless Requisite Lenders object to such
amount, by notice to the Administrative Agent, within 10 Business Days following
receipt of the Borrowers' notice. For purposes of this Section 8.12(a),
"Requisite Lenders" shall mean Lenders having at least 50% of the sum of (a) the
 -----------------
aggregate outstanding principal amount of the Term Loans or, if the Term Loans
shall not have been made, the aggregate outstanding principal amount of the Term
Loan Commitments plus (b) the aggregate outstanding principal amount of the
                 ----
Incremental Facility Loans or, if the Incremental Facility Loans shall not have
been made, the aggregate outstanding principal amount of the Incremental
Facility Commitments plus (c) the sum of (i) the aggregate unused amount, if
                     ----
any, of the Revolving Credit Commitments at such time plus (ii) the aggregate
                                                      ----
amount of Letter of Credit Liabilities at such time plus (iii) the aggregate
                                                    ----
outstanding principal amount of the Revolving Credit Loans at such time

          If the aggregate amount of Capital Expenditures for any Fiscal Period
of the Borrowers shall be less than the amount set forth opposite such Fiscal
Period in the schedule above, then the shortfall shall be added to the amount of
Capital Expenditures permitted for the immediately succeeding (but not any
other) Fiscal Period and, for purposes hereof, the amount of Capital
Expenditures made during any Fiscal Period shall be deemed to have been made
first from the carryover from any previous Fiscal Period and last from the
permitted amount for such Fiscal Period.

          (b) Additional Capital Expenditures. In addition to the Capital
              -------------------------------
Expenditures permitted under paragraph (a) above, the Borrowers and their
Subsidiaries may make Additional Capital Expenditures during any fiscal quarter
in such amounts as would be permitted under Section 8.09(d)(ii) (in the case of
a payment of principal of Affiliate Subordinated Indebtedness, as if such
Capital Expenditure constituted a payment in respect of Supplemental Capital
thereunder).

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 99 -


          8.13 Interest Rate Protection Agreements. The Borrowers will within
               -----------------------------------
180 days of the Closing Date, enter into, and thereafter maintain in full force
and effect, one or more Interest Rate Protection Agreements with one or more of
the Lenders or their affiliates (and/or with a bank or other financial
institution having capital, surplus and undivided profits of at least
$500,000,000), that effectively enables the Borrowers (in a manner satisfactory
to the Majority Lenders) to protect themselves, in a manner and on terms
reasonably satisfactory to the Majority Lenders, against adverse fluctuations in
the three-month London interbank offered rates as to a notional principal amount
which, together with that portion of the aggregate outstanding principal amount
of Indebtedness of the Borrowers bearing a fixed rate of interest, shall in the
aggregate be at least equal to 40% of the aggregate outstanding principal amount
of the Indebtedness (including Affiliate Subordinated Indebtedness) of the
Borrowers.

          8.14 Affiliate and Additional Subordinated Indebtedness.
               --------------------------------------------------

          (a) Affiliate Subordinated Indebtedness. The Borrowers may at any time
              -----------------------------------
after the date hereof incur Affiliate Subordinated Indebtedness to Mediacom
Broadband or one or more other Affiliates, so long as the proceeds of any such
Affiliate Subordinated Indebtedness constituting Cure Monies are immediately
applied to the reduction of the Revolving Credit Commitments and the prepayment
of principal of the Term Loans and Incremental Facility Loans of each Series
hereunder, applied ratably to the Revolving Credit Commitments, the Term Loans
and the Incremental Facility Loans of each Series in accordance with the
respective then-outstanding aggregate amounts of such Commitments and Loans (and
to the simultaneous prepayment of the Revolving Credit Loans, and cover for
Letter of Credit Liabilities, in an amount equal to such required reduction of
Revolving Credit Commitments), provided that to the extent any such required
                               --------
prepayment of Revolving Credit Loans shall exceed the then-outstanding aggregate
principal amount of Revolving Credit Loans, such excess shall be applied to the
ratable prepayment of Term Loans and Incremental Facility Loans of each Series.
Prepayments of Term Loans and Incremental Facility Loans of each Series shall be
applied to the respective installments thereof ratably in accordance with the
respective principal amounts thereof.

          (b) Repayment of Affiliate Subordinated Indebtedness. The Borrowers
              ------------------------------------------------
will not, nor will they permit any of their Subsidiaries to, purchase, redeem,
retire or otherwise acquire for value, or set apart any money for a sinking,
defeasance or other analogous fund for the purchase, redemption, retirement or
other acquisition of, or make any voluntary payment or prepayment of the
principal of or interest on, or any other amount owing in respect of, any
Affiliate Subordinated Indebtedness, except to the extent permitted under
Section 8.09 hereof.

          (c) Repayment of Certain Other Indebtedness. The Borrowers will not,
              ---------------------------------------
nor will they permit any of their Subsidiaries to, purchase, redeem, retire or
otherwise acquire for value,

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 100 -


or set apart any money for a sinking, defeasance or other analogous fund for the
purchase, redemption, retirement or other acquisition of, or make any voluntary
payment or prepayment of the principal of or interest on, or any other amount
owing in respect of, any Indebtedness at any time issued pursuant to Section
8.07(e).

          8.15 Lines of Business. The Borrowers will at all times ensure that
               -----------------
not more than 15% of gross operating revenue of the Borrowers and their
Subsidiaries for any fiscal year shall be derived from any line or lines of
business activity other than the business of owning and operating CATV Systems
and related communications businesses.

     8.16 Transactions with Affiliates. Except as expressly permitted by
          ----------------------------
this Agreement, none of the Borrowers will, nor will it permit any of its
Subsidiaries to, directly or indirectly: (a) make any Investment in an Affiliate
except for Investments permitted under Section 8.08(h), provided that, the
                                                        --------
monetary or business consideration arising therefrom would be substantially as
advantageous to a Borrower and its Subsidiaries as the monetary or business
consideration that would obtain in a comparable transaction with a Person not an
Affiliate; (b) transfer, sell, lease, assign or otherwise dispose of any
Property to an Affiliate; (c) merge into or consolidate with or purchase or
acquire Property from an Affiliate; (d) make any contribution towards, or
reimbursement for, any Federal income taxes payable by any shareholder or member
of a Borrower or any of its Subsidiaries in respect of income of a Borrower; or
(e) enter into any other transaction directly or indirectly with or for the
benefit of an Affiliate (including, without limitation, Guarantees and
assumptions of obligations of an Affiliate); provided that
                                             --------

          (i) any Affiliate who is an individual may serve as a director,
     officer or employee of a Borrower or any of its Subsidiaries and receive
     reasonable compensation for his or her services in such capacity,

          (ii) a Borrower and its Subsidiaries may enter into transactions
     (other than extensions of credit by such Borrower or any of its
     Subsidiaries to an Affiliate) providing for the leasing of Property, the
     rendering or receipt of services or the purchase or sale of equipment,
     programming rights, advertising time and other Property in the ordinary
     course of business, or the exchange or swapping of CATV Systems or portions
     thereof, if the monetary or business consideration arising therefrom would
     be substantially as advantageous to such Borrower and its Subsidiaries as
     the monetary or business consideration that would obtain in a comparable
     transaction with a Person not an Affiliate,

          (iii) the Borrowers may enter into and perform their respective
     obligations under, the Management Agreements, and

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 101 -


          (iv) the Borrowers and their Subsidiaries may pay to the Manager the
     aggregate amount of intercompany shared expenses payable to Mediacom
     Broadband that are allocated by Mediacom Broadband and MCC to the Borrowers
     and their Subsidiaries in accordance with Section 5.04 of the Guarantee and
     Pledge Agreement.

          8.17 Use of Proceeds.
               ---------------

          (a) Revolving Credit Loans. The Borrowers will use the proceeds of the
              ----------------------
Revolving Credit Loans hereunder solely to (i) provide financing for the
Broadband Acquisitions and Subsequent Acquisitions and to pay the fees and
expenses related thereto, (ii) make Restricted Payments, (iii) pay Management
Fees, (iv) make Investments permitted under Section 8.08 hereof and (v) finance
capital expenditures and working capital needs of the Borrowers and their
Subsidiaries and acquisitions permitted hereunder (in each case in compliance
with all applicable legal and regulatory requirements); provided that (x) any
                                                        --------
borrowing of Revolving Credit Loans hereunder that would constitute a
utilization of any Reserved Commitment Amount shall be applied solely to make
acquisitions permitted under Section 8.05(d)(v) hereof, or to make prepayments
of Loans under Section 2.10(d) hereof and (y) neither the Administrative Agent
nor any Lender shall have any responsibility as to the use of any of such
proceeds.

          (b) Term Loans and Incremental Facility Loans. The Borrowers will use
              -----------------------------------------
the proceeds of the Term Loans to finance the Broadband Acquisitions and to pay
fees and expenses related thereto, provided that no more than $70,000,000 of the
Loans may be applied to the payment of such fees and expenses and neither the
Administrative Agent nor any Lender shall have any responsibility as to the use
of any of such proceeds. The Borrowers will use the proceeds of the Incremental
Facility Loans for general business purposes and to make Subsequent Acquisitions
and neither the Administrative Agent nor any Lender shall have any
responsibility as to the use of any of such proceeds.

          8.18 Certain Obligations Respecting Subsidiaries; Further Assurances.
               ---------------------------------------------------------------

          (a) Subsidiary Guarantors. In the event that any Borrower or any of
              ---------------------
its Subsidiaries shall form or acquire any Subsidiary after the date hereof
(after obtaining any necessary consent of the Lenders), such Borrower shall
cause, and shall cause its Subsidiaries to cause, such Subsidiary to:

          (i) execute and deliver to the Administrative Agent a Subsidiary
     Guarantee Agreement in the form of Exhibit E hereto (and, thereby, to
     become a "Subsidiary Guarantor", and an "Obligor" hereunder and a "Securing
     Party" under the Pledge Agreement);

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 102 -


          (ii) deliver the shares of its stock or other ownership interests
     accompanied by undated stock powers or other powers executed in blank to
     the Administrative Agent, and to take other such action, as shall be
     necessary to create and perfect valid and enforceable first priority Liens
     (subject to Liens permitted under Section 8.06 hereof) on substantially all
     of the Property of such new Subsidiary as collateral security for the
     obligations of such new Subsidiary under the Subsidiary Guarantee
     Agreement, and

          (iii) deliver such proof of corporate action, limited liability
     company action or partnership action, as the case may be, incumbency of
     officers, opinions of counsel and other documents as is consistent with
     those delivered by each Obligor pursuant to Section 6.01 hereof on the
     Closing Date or as the Administrative Agent shall have reasonably
     requested.

          (b) Ownership of Subsidiaries. Each Borrower will, and will cause each
              -------------------------
of its Subsidiaries to, take such action from time to time as shall be necessary
to ensure that each of its Subsidiaries is a Wholly Owned Subsidiary. In the
event that any additional shares of stock or other ownership interests shall be
issued by any Subsidiary of a Borrower, such Borrower agrees forthwith to
deliver to the Administrative Agent pursuant to the Pledge Agreement the
certificates evidencing such shares of stock or other ownership interests,
accompanied by undated stock or other powers executed in blank and to take such
other action as the Administrative Agent shall request to perfect the security
interest created therein pursuant to the Pledge Agreement.

          (c) Further Assurances. Each Borrower will, and will cause each of its
              ------------------
Subsidiaries to, take such action from time to time (including filing
appropriate Uniform Commercial Code financing statements and executing and
delivering such assignments, security agreements and other instruments) as shall
be requested by the Administrative Agent to create, in favor of the
Administrative Agent for the benefit of the Lenders, perfected security
interests and Liens in shares of stock or other ownership interests of their
Subsidiaries. In addition, the Borrowers will not issue additional equity
interests ("Additional Equity Interests") after the date hereof to any Person (a
            ---------------------------
"New Equity Owner") other than Mediacom Broadband unless such New Equity Owner
 ----------------
shall:

          (i) pledge such Additional Equity Interests to the Administrative
     Agent on behalf of the Lenders pursuant to a pledge agreement in
     substantially the form (other than negative covenants) of the Guarantee and
     Pledge Agreement and otherwise in form and substance satisfactory to the
     Administrative Agent;

          (ii) deliver to the Administrative Agent any certificates evidencing
     the Additional Equity Interests accompanied by undated powers executed in
     blank;

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 103 -


          (iii) deliver to the Administrative Agent such proof of corporate
     action, limited liability company, partnership or other action, as
     applicable, incumbency of officers, opinions of counsel and other documents
     as is consistent with those delivered by Mediacom Broadband pursuant to
     Section 6.01 hereof on the Closing Date or as the Administrative Agent
     shall have reasonably requested; and,

          (iv) take other such additional action, as shall be necessary to
     create and perfect valid and enforceable first priority security interests
     in the Additional Equity Interests in favor of the Administrative Agent.

          (d) Certain Restrictions. The Borrowers will not, and will not permit
              --------------------
any of their Subsidiaries to, directly or indirectly, enter into, incur or
permit to exist any agreement or other arrangement that prohibits, restricts or
imposes any condition upon (a) the ability of the Borrowers or any Subsidiary to
create, incur or permit to exist any Lien upon any of its property or assets
securing the obligations of the Borrowers or any Subsidiary under any of the
Loan Documents, or in respect of any Interest Rate Protection Agreement, or (b)
the ability of any Subsidiary to pay dividends or other distributions with
respect to any shares of its capital stock or other ownership interests or to
make or repay loans or advances to the Borrowers or any Subsidiary or to
Guarantee Indebtedness of the Borrowers or any Subsidiary under any of the Loan
Documents; provided that (i) the foregoing shall not apply to restrictions and
           --------
conditions imposed by law or by any of the Loan Documents, (ii) the foregoing
shall not apply to customary restrictions and conditions contained in agreements
relating to the sale of a Subsidiary pending such sale, provided such
                                                        --------
restrictions and conditions apply only to the Subsidiary that is to be sold and
such sale is permitted hereunder, (iii) clause (a) of the foregoing shall not
apply to restrictions or conditions imposed by any agreement relating to secured
Indebtedness permitted by this Agreement or any other Loan Document if such
restrictions or conditions apply only to the property or assets securing such
Indebtedness and (iv) clause (a) of the foregoing shall not apply to customary
provisions in leases and other contracts restricting the assignment thereof.

          8.19 Modifications of Certain Documents. The Borrowers will not
               ----------------------------------
consent to any modification, supplement or waiver of any of the provisions of
any Management Agreement (other than modifications, supplements or waivers that
do not alter any of the material rights or obligations of the Borrowers
thereunder, it being understood that any modification of the management fee
provisions thereof that would have the effect of increasing the management fees
payable pursuant thereto shall be deemed material for purposes hereof), the
Broadband Acquisition Agreements (other than modifications, supplements or
waivers that do not alter in any material respect the rights of the Borrowers
thereunder) or any agreement, instrument or other document evidencing or
relating to Affiliate Subordinated Indebtedness or Indebtedness permitted under
Section 8.07(e) hereof without the prior consent of the Administrative Agent
(with the approval of the Majority Lenders).

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 104 -


          Section 9. Events of Default.
                     -----------------

          9.01 Events of Default. If one or more of the following events (herein
               -----------------
called "Events of Default") shall occur and be continuing:
        -----------------

          (a) The Borrowers shall default in the payment when due (whether at
     stated maturity or upon mandatory or optional prepayment) of any principal
     of or interest on any Loan or any Reimbursement Obligation, any fee or any
     other amount payable by them hereunder or under any other Loan Document; or

          (b) Any Borrower or any Subsidiary of a Borrower shall default in the
     payment when due of any principal of or interest on any of its other
     Indebtedness aggregating $10,000,000 or more; or any event specified in any
     note, agreement, indenture or other document evidencing or relating to any
     such Indebtedness shall occur if the effect of such event is to cause, or
     (without the lapse of time or the taking of any action, other than the
     giving of notice) to permit the holder or holders of such Indebtedness (or
     a trustee or agent on behalf of such holder or holders) to cause, such
     Indebtedness to become due, or to be prepaid in full (whether by
     redemption, purchase, offer to purchase or otherwise), prior to its stated
     maturity; or any Borrower shall default in the payment when due of any
     amount aggregating $10,000,000 or more under any Interest Rate Protection
     Agreement; or any event specified in any Interest Rate Protection Agreement
     shall occur if the effect of such event is to cause, or (with the giving of
     any notice or the lapse of time or both) to permit, termination or
     liquidation payment or payments aggregating $5,000,000 or more to become
     due; or

          (c) Any representation, warranty or certification made or deemed made
     herein or in any other Loan Document (or in any modification or supplement
     hereto or thereto) by any Obligor, or any certificate furnished to any
     Lender or the Administrative Agent pursuant to the provisions hereof or
     thereof, shall prove to have been false or misleading as of the time made
     or furnished in any material respect; or

          (d) Any Borrower shall default in the performance of any of its
     obligations under any of Sections 8.01(g), 8.05, 8.06, 8.07, 8.08, 8.09,
     8.10, 8.11, 8.12, 8.14, 8.16, 8.18 or 8.19 hereof; or any Borrower shall
     default in the performance of any of its other obligations in this
     Agreement or any Obligor shall default in the performance of its
     obligations under any other Loan Document to which it is a party, and such
     default shall continue unremedied for a period of thirty or more days after
     notice thereof to the Borrowers by the Administrative Agent or any Lender
     (through the Administrative Agent); or

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 105 -


          (e) Any Obligor shall admit in writing its inability to, or be
     generally unable to, pay its debts as such debts become due; or

          (f) Any Obligor shall (i) apply for or consent to the appointment of,
     or the taking of possession by, a receiver, custodian, trustee, examiner or
     liquidator of itself or of all or a substantial part of its Property, (ii)
     make a general assignment for the benefit of its creditors, (iii) commence
     a voluntary case under the Bankruptcy Code, (iv) file a petition seeking to
     take advantage of any other law relating to bankruptcy, insolvency,
     reorganization, liquidation, dissolution, arrangement or winding-up, or
     composition or readjustment of debts, (v) fail to controvert in a timely
     and appropriate manner, or acquiesce in writing to, any petition filed
     against it in an involuntary case under the Bankruptcy Code or (vi) take
     any corporate action for the purpose of effecting any of the foregoing; or

          (g) A proceeding or case shall be commenced, without the application
     or consent of any Obligor, in any court of competent jurisdiction, seeking
     (i) its reorganization, liquidation, dissolution, arrangement or
     winding-up, or the composition or readjustment of its debts, (ii) the
     appointment of a receiver, custodian, trustee, examiner, liquidator or the
     like of such Obligor or of all or any substantial part of its Property or
     (iii) similar relief in respect of such Obligor under any law relating to
     bankruptcy, insolvency, reorganization, winding-up, or composition or
     adjustment of debts, and such proceeding or case shall continue
     undismissed, or an order, judgment or decree approving or ordering any of
     the foregoing shall be entered and continue unstayed and in effect, for a
     period of 60 or more days; or an order for relief against such Obligor
     shall be entered in an involuntary case under the Bankruptcy Code; or

          (h) Any Borrower shall be terminated, dissolved or liquidated (as a
     matter of law or otherwise), or proceedings shall be commenced by a
     Borrower seeking the termination, dissolution or liquidation of a Borrower,
     or proceedings shall be commenced by any Person (other than the Borrowers)
     seeking the termination, dissolution or liquidation of a Borrower and such
     proceeding shall continue undismissed for a period of 60 or more days; or

          (i) A final judgment or judgments for the payment of money of
     $10,000,000 or more in the aggregate (exclusive of judgment amounts fully
     covered by insurance where the insurer has admitted liability in respect of
     such judgment) or of $20,000,000 or more in the aggregate (regardless of
     insurance coverage) shall be rendered by one or more courts, administrative
     tribunals or other bodies having jurisdiction against the Borrowers or any
     of their Subsidiaries and the same shall not be discharged (or provision
     shall not be made for such discharge), or a stay of execution thereof shall
     not be procured, within 30 days from the date of entry thereof and the
     relevant Borrower or Subsidiary shall not,

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 106 -


     within said period of 30 days, or such longer period during which execution
     of the same shall have been stayed, appeal therefrom and cause the
     execution thereof to be stayed during such appeal; or

          (j) An event or condition specified in Section 8.01(e) hereof shall
     occur or exist with respect to any Plan or Multiemployer Plan and, as a
     result of such event or condition, together with all other such events or
     conditions, the Borrowers or any ERISA Affiliate shall incur or in the
     opinion of the Majority Lenders shall be reasonably likely to incur a
     liability to a Plan, a Multiemployer Plan or the PBGC (or any combination
     of the foregoing) that, in the determination of the Majority Lenders, would
     (either individually or in the aggregate) have a Material Adverse Effect;
     or

          (k) A reasonable basis shall exist for the assertion against any
     Borrower or any of its Subsidiaries, or any predecessor in interest of any
     Borrower or any of its Subsidiaries or Affiliates, of (or there shall have
     been asserted against any Borrower or any of its Subsidiaries) an
     Environmental Claim that, in the judgment of the Majority Lenders is
     reasonably likely to be determined adversely to such Borrower or any of its
     Subsidiaries, and the amount thereof (either individually or in the
     aggregate) is reasonably likely to have a Material Adverse Effect (insofar
     as such amount is payable by such Borrower or any of its Subsidiaries but
     after deducting any portion thereof that is reasonably expected to be paid
     by other creditworthy Persons jointly and severally liable therefor); or

          (l) Any one or more of the following events shall occur and be
     continuing:

               (i) MCC, MLLC or Mediacom Broadband shall cease to act as Manager
          of the Borrowers;

               (ii) Mediacom Broadband shall cease to own 50.1% of the aggregate
          voting power of the ownership interests in each Borrower, provided
          that nothing in this paragraph shall affect the obligation of the
          Borrowers pursuant to Section 8.18(c) hereof, or of Mediacom Broadband
          pursuant to Section 6.04 of the Guarantee and Pledge Agreement, to
          ensure that Administrative Agent shall maintain on behalf of the
          Lenders at all times a pledge of 100% of the equity interests in the
          Borrowers;

               (iii) MCC shall cease to own 50.1% of the aggregate voting power
          of the ownership interests in Mediacom Broadband (or, in the event
          that MLLC is the Manager of the Borrowers, MCC shall cease to own
          50.1% of the aggregate voting power of the ownership interests in
          MLLC);

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 107 -


               (iv) any person or group (within the meaning of Rule 13d-5 under
          the Securities Exchange Act of 1934, as amended (the "Exchange Act")
                                                                ------------
          and Section 13(d) and 14(d) of the Exchange Act) becomes, directly or
          indirectly, at any time in a single transaction or in a related series
          of transactions by way of merger, consolidation or other business
          combination or otherwise, the "beneficial owner" (as defined in Rule
          13d-3 under the Exchange Act) of an amount of aggregate voting power
          of the capital stock of MCC on a fully-diluted basis (in other words,
          giving effect to the exercise of any warrants, options and conversion
          and other rights) that equals or exceeds the greater of (A) 35% and
          (B) the amount of aggregate voting power of the capital stock of MCC
          on a fully-diluted basis owned by the Commisso Entities at such time;
          or

               (v) during any period of two consecutive calendar years,
          directors who at the beginning of such period (together with any new
          directors whose election by MCC's Board of Directors or whose
          nomination for election by MCC's shareholders was approved by a vote
          of at least two-thirds of the directors then still in office who
          either were directors at the beginning of such period or whose
          election or nomination for election was previously so approved) cease
          for any reason to constitute a majority of the directors then in
          office; or

          (m) Except for Franchises that cover fewer than 10% of the Subscribers
     of the Borrowers and their Subsidiaries (determined as at the last day of
     the most recent fiscal quarter for which a Quarterly Officers' Report shall
     have been delivered) one or more Franchises relating to the CATV Systems of
     the Borrowers and their Subsidiaries shall be terminated or revoked such
     that the respective Borrower or Subsidiary is no longer able to operate
     such Franchises and retain the revenue received therefrom or the respective
     Borrower or Subsidiary or the grantors of such Franchises shall fail to
     renew such Franchises at the stated expiration thereof such that the
     respective Borrower or Subsidiary is no longer able to operate such
     Franchises and retain the revenue received therefrom; or

          (n) The Liens created by the Security Documents shall at any time not
     constitute a valid and perfected Lien on the collateral intended to be
     covered thereby (to the extent perfection by control, filing, registration,
     recordation or possession is required herein or therein) in favor of the
     Administrative Agent, free and clear of all other Liens (other than Liens
     permitted under Section 8.06 hereof or under the respective Security
     Documents), or, except for expiration in accordance with its terms, any of
     the Security Documents shall for whatever reason be terminated or cease to
     be in full force and effect, or the enforceability thereof shall be
     contested by any Obligor; or

          (o) Any Operating Agreement shall be modified without the prior
     consent of the Administrative Agent (with the approval of the Majority
     Lenders) in any manner that

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 108 -


     would adversely affect the obligations of the Borrowers, or the rights of
     the Lenders or the Administrative Agent, hereunder or under any of the
     other Loan Documents;

THEREUPON: (1) in the case of an Event of Default other than one referred to in
clause (f) or (g) of this Section 9.01 with respect to any Borrower, the
Administrative Agent shall, if instructed by the Majority Lenders, by notice to
the Borrowers, terminate the Commitments and/or declare the principal amount
then outstanding of, and the accrued interest on, the Loans, the Reimbursement
Obligations and all other amounts payable by the Borrowers hereunder (including,
without limitation, any amounts payable under Section 5.05 or 5.06 hereof) to be
forthwith due and payable, whereupon such amounts shall be immediately due and
payable without presentment, demand, protest or other formalities of any kind,
all of which are hereby expressly waived by the Borrowers; and (2) in the case
of the occurrence of an Event of Default referred to in clause (f) or (g) of
this Section 9.01 with respect to any Borrower, the Commitments shall
automatically be terminated and the principal amount then outstanding of, and
the accrued interest on, the Loans, Reimbursement Obligations and all other
amounts payable by the Borrowers hereunder (including, without limitation, any
amounts payable under Section 5.05 or 5.06 hereof) shall automatically become
immediately due and payable without presentment, demand, protest or other
formalities of any kind, all of which are hereby expressly waived by the
Borrowers.

          In addition, upon the occurrence and during the continuance of any
Event of Default (if the Administrative Agent has declared the principal amount
then outstanding of, and accrued interest on, the Revolving Credit Loans and all
other amounts payable by the Borrowers hereunder to be due and payable), the
Borrowers agree that they shall, if requested by the Administrative Agent or the
Majority Revolving Credit Lenders through the Administrative Agent (and, in the
case of any Event of Default referred to in clause (f) or (g) of this Section
9.01 with respect to the Borrowers, forthwith, without any demand or the taking
of any other action by the Administrative Agent or such Lenders) provide cover
for the Letter of Credit Liabilities by paying to the Administrative Agent
immediately available funds in an amount equal to the then aggregate undrawn
face amount of all Letters of Credit, which funds shall be held by the
Administrative Agent in the Collateral Account as collateral security in the
first instance for the Letter of Credit Liabilities and be subject to withdrawal
only as therein provided.

          9.02 Certain Cure Rights.
               -------------------

          (a) Total Leverage Ratio. Notwithstanding the provisions of Section
              --------------------
9.01 hereof, but without limiting the obligations of the Borrowers under Section
8.10(a) hereof, a breach by the Borrowers as of the last day of any fiscal
quarter or any fiscal year of its obligations under said Section 8.10(a) shall
not constitute an Event of Default hereunder (except for purposes of Section 6
hereof) until the date (for purposes of this clause (a), the "Cut-Off Date")
which is the earlier of the date thirty days after (a) the date the financial
statements for the Borrowers and

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 109 -


their Subsidiaries with respect to such fiscal quarter or fiscal year, as the
case may be, are delivered pursuant to Section 8.01(a) or 8.01(b) hereof or (b)
the latest date on which such financial statements are required to be delivered
pursuant to said Section 8.01(a) or 8.01(b), provided that, if following the
last day of such fiscal quarter or fiscal year and prior to the Cut-Off Date,
the Borrowers shall have received Cure Monies (and shall have applied the
proceeds thereof to the prepayment of the Loans hereunder, which prepayment, in
the case of Affiliate Subordinated Indebtedness, shall be effected in the manner
provided in Section 8.14(a) hereof), or shall have prepaid the Loans hereunder
--------
from available cash, in an amount sufficient to bring the Borrowers into
compliance with said Section 8.10(a) assuming that the Total Leverage Ratio, as
of the last day of such fiscal quarter or fiscal year, as the case may be, were
recalculated to subtract such prepayment from the aggregate outstanding amount
of Indebtedness, then such breach or breaches shall be deemed to have been
cured; provided, further, that breaches of Section 8.10 hereof (including
       --------  -------
pursuant to paragraph (b) below) may not be deemed to be cured pursuant to this
Section 9.02 (x) more than three times during the term of this Agreement or (y)
during consecutive fiscal quarters.

          (b) Interest Coverage Ratio; Debt Service Coverage Ratio.
              ----------------------------------------------------
Notwithstanding the provisions of Section 9.01 hereof, but without limiting the
obligations of the Borrowers under Section 8.10(b) or 8.10(c) hereof, a breach
by the Borrowers as of the last day of any fiscal quarter or any fiscal year of
its obligations under said Section 8.10(b) or 8.10(c) shall not constitute an
Event of Default hereunder (except for purposes of Section 6 hereof) until the
date (for purposes of this clause (b), the "Cut-Off Date") which is the earlier
                                            ------------
of the date thirty days after (a) the date the financial statements for the
Borrowers and their Subsidiaries with respect to such fiscal quarter or fiscal
year, as the case may be, are delivered pursuant to Section 8.01(a) or 8.01(b)
hereof or (b) the latest date on which such financial statements are required to
be delivered pursuant to said Section 8.01(a) or 8.01(b), provided that, if
                                                          --------
following the last day of such fiscal quarter or fiscal year and prior to the
Cut-Off Date, the Borrowers shall have received Cure Monies (and shall have
applied the proceeds thereof to the prepayment of the Loans hereunder, which
prepayment, in the case of Affiliate Subordinated Indebtedness, shall be
effected in the manner provided in Section 8.14(a) hereof), or shall have
prepaid the Loans hereunder from available cash, in an amount sufficient to
bring the Borrowers into compliance with said Section 8.10(b) or 8.10(c)
assuming that the Interest Coverage Ratio and the Debt Service Coverage Ratio
(as the case may be), as of the last day of such fiscal quarter or fiscal year,
as the case may be, were recalculated to deduct from Interest Expense the
aggregate amount of interest that would not have been required to be paid
hereunder if such prepayment had been made on the first day of the period for
which the Interest Coverage Ratio and the Debt Service Coverage Ratio is
determined under said Section 8.10(b) or 8.10(c), then such breach or breaches
shall be deemed to have been cured; provided, further, that breaches of Section
                                    --------  -------
8.10 hereof (including pursuant to paragraph (a) above) may not be deemed to be
cured pursuant to this Section 9.02 (x) more than three times during the term of
this Agreement or (y) during consecutive fiscal quarters.

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 110 -


          Section 10. The Administrative Agent.
                      ------------------------

          10.01 Appointment, Powers and Immunities. Each Lender hereby appoints
                ----------------------------------
and authorizes the Administrative Agent to act as its agent hereunder and under
the other Loan Documents with such powers as are specifically delegated to the
Administrative Agent by the terms of this Agreement and under the other Loan
Documents, together with such other powers as are reasonably incidental thereto.
The Administrative Agent (which term as used in this sentence and in Section
10.05 and the first sentence of Section 10.06 hereof shall include reference to
its affiliates and its own and its affiliates' officers, directors, employees
and agents):

          (a) shall have no duties or responsibilities except those expressly
     set forth in this Agreement and in the other Loan Documents, and shall not
     by reason of this Agreement or any other Loan Document be a trustee for any
     Lender;

          (b) shall not be responsible to the Lenders for any recitals,
     statements, representations or warranties contained in this Agreement or in
     any other Loan Document, or in any certificate or other document referred
     to or provided for in, or received by any of them under, this Agreement or
     any other Loan Document, or for the value, validity, effectiveness,
     genuineness, enforceability or sufficiency of this Agreement or any other
     Loan Document or any other document referred to or provided for herein or
     therein or for any failure by the Borrowers or any other Person to perform
     any of its obligations hereunder or thereunder;

          (c) shall not, except to the extent expressly instructed by the
     Majority Lenders with respect to the collateral security under the Security
     Documents, be required to initiate or conduct any litigation or collection
     proceedings hereunder or under any other Loan Document; and

          (d) shall not be responsible for any action taken or omitted to be
     taken by it hereunder or under any other Loan Document or under any other
     document or instrument referred to or provided for herein or therein or in
     connection herewith or therewith, except for its own gross negligence or
     willful misconduct.

The Administrative Agent may employ agents and attorneys-in-fact and shall not
be responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it in good faith.

          10.02 Reliance by Administrative Agent. The Administrative Agent shall
                --------------------------------
be entitled to rely upon any certification, notice or other communication
(including, without limitation, any thereof by telephone, telecopy, telegram or
cable) reasonably believed by it to be

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 111 -


genuine and correct and to have been signed or sent by or on behalf of the
proper Person or Persons, and upon advice and statements of legal counsel,
independent accountants and other experts selected by the Administrative Agent.
As to any matters not expressly provided for by this Agreement or any other Loan
Document, the Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, hereunder or thereunder in accordance with
instructions given by the Majority Lenders or, if provided herein, in accordance
with the instructions given by the Majority Lenders of a particular Class or all
of the Lenders as is required in such circumstance, and such instructions of
such Lenders and any action taken or failure to act pursuant thereto shall be
binding on all of the Lenders.

          10.03 Defaults. The Administrative Agent shall not be deemed to have
                --------
knowledge or notice of the occurrence of a Default unless the Administrative
Agent has received notice from a Lender or the Borrowers specifying such Default
and stating that such notice is a "Notice of Default". In the event that the
Administrative Agent receives such a notice of the occurrence of a Default, the
Administrative Agent shall give prompt notice thereof to the Lenders. The
Administrative Agent shall (subject to Section 10.07 hereof) take such action
with respect to such Default as shall be directed by the Majority Lenders or, if
provided herein, the Majority Lenders of a particular Class, provided that,
                                                             --------
unless and until the Administrative Agent shall have received such directions,
the Administrative Agent may (but shall not be obligated to) take such action,
or refrain from taking such action, with respect to such Default as it shall
deem advisable in the best interest of the Lenders except to the extent that
this Agreement expressly requires that such action be taken, or not be taken,
only with the consent or upon the authorization of the Majority Lenders of a
particular Class or all of the Lenders.

          10.04 Rights as a Lender. With respect to its Commitments and the
                ------------------
Loans made by it, Chase (and any successor acting as Administrative Agent) in
its capacity as a Lender hereunder shall have the same rights and powers
hereunder as any other Lender and may exercise the same as though it were not
acting as the Administrative Agent, and the term "Lender" or "Lenders" shall,
unless the context otherwise indicates, include the Administrative Agent in its
individual capacity. Chase (and any successor acting as Administrative Agent)
and its affiliates may (without having to account therefor to any Lender) accept
deposits from, lend money to, make investments in and generally engage in any
kind of banking, trust or other business with the Borrowers (and any of their
Subsidiaries or Affiliates) as if it were not acting as the Administrative
Agent, and Chase (and any such successor) and its affiliates may accept fees and
other consideration from the Borrowers for services in connection with this
Agreement or otherwise without having to account for the same to the Lenders.

          10.05 Indemnification. The Lenders agree to indemnify the
                ---------------
Administrative Agent (to the extent not reimbursed under Section 11.03 hereof,
but without limiting the obligations of the Borrowers under said Section 11.03)
ratably in accordance with the aggregate principal amount of the Loans and
Letter of Credit Liabilities held by the Lenders (or, if no

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 112 -


Loans or Letter of Credit Liabilities are at the time outstanding, ratably in
accordance with their respective Commitments), for any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind and nature whatsoever that may be imposed
on, incurred by or asserted against the Administrative Agent (including by any
Lender) arising out of or by reason of any investigation in or in any way
relating to or arising out of this Agreement or any other Loan Document, any
other documents contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby (including, without limitation, the
costs and expenses that the Borrowers are obligated to pay under Section 11.03
hereof, but excluding, unless a Default has occurred and is continuing, normal
administrative costs and expenses incident to the performance of its agency
duties hereunder) or the enforcement of any of the terms hereof or thereof or of
any such other documents, provided that no Lender shall be liable for any of the
                          --------
foregoing to the extent they arise from the gross negligence or willful
misconduct of the party to be indemnified.

          10.06 Non-Reliance on Administrative Agent and Other Lenders. Each
                ------------------------------------------------------
Lender agrees that it has, independently and without reliance on the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own credit analysis of the
Borrowers and their Subsidiaries and decision to enter into this Agreement and
that it will, independently and without reliance upon the Administrative Agent
or any other Lender, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own analysis and decisions in
taking or not taking action under this Agreement or under any other Loan
Document. The Administrative Agent shall not be required to keep itself informed
as to the performance or observance by the Borrowers of this Agreement or any of
the other Loan Documents or any other document referred to or provided for
herein or therein or to inspect the Properties or books of the Borrowers or any
of their Subsidiaries. Except for notices, reports and other documents and
information expressly required to be furnished to the Lenders by the
Administrative Agent hereunder or under the Security Documents, the
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the affairs, financial
condition or business of the Borrowers or any of their Subsidiaries (or any of
their affiliates) that may come into the possession of the Administrative Agent
or any of its affiliates.

          10.07 Failure to Act. Except for action expressly required of the
                --------------
Administrative Agent hereunder and under the other Loan Documents, the
Administrative Agent shall in all cases be fully justified in failing or
refusing to act hereunder or thereunder unless it shall receive further
assurances to its satisfaction from the Lenders of their indemnification
obligations under Section 10.05 hereof against any and all liability and expense
that may be incurred by it by reason of taking or continuing to take any such
action.

          10.08 Resignation or Removal of Administrative Agent. Subject to the
                ----------------------------------------------
appointment and acceptance of a successor Administrative Agent as provided
below, the

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 113 -


Administrative Agent may resign at any time by giving five days prior notice
thereof to the Lenders and the Borrowers, and the Administrative Agent may be
removed at any time with or without cause by the Majority Lenders. Upon any such
resignation or removal, the Majority Lenders shall have the right, in
consultation with the Borrowers, to appoint a successor Administrative Agent. If
no successor Administrative Agent shall have been so appointed by the Majority
Lenders and shall have accepted such appointment within 30 days after the
retiring Administrative Agent's giving of notice of resignation or the Majority
Lenders' removal of the retiring Administrative Agent, then the retiring
Administrative Agent may, on behalf of the Lenders, in consultation with the
Borrowers, appoint a successor Administrative Agent, that shall be a bank that
has an office in New York, New York with a combined capital and surplus of at
least $500,000,000. Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder. After any retiring Administrative Agent's resignation or
removal hereunder as Administrative Agent, the provisions of this Section 10
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as the Administrative Agent.

          10.09 Consents under Other Loan Documents. Except as otherwise
                -----------------------------------
provided in Section 11.04 hereof with respect to this Agreement, the
Administrative Agent may, with the prior consent of the Majority Lenders (but
not otherwise), consent to any modification, supplement or waiver under any of
the Loan Documents, provided that, without the prior consent of each Lender, the
                    --------
Administrative Agent shall not (except as provided herein or in the Security
Documents) release Mediacom Broadband from its guarantee obligations under the
Guarantee and Pledge Agreement or release all or substantially all of the
Subsidiary Guarantors from their obligations under the Security Documents, or
release all or substantially all of the collateral or otherwise terminate all or
substantially all of the Liens under the Security Documents (taken as a whole),
or agree to additional obligations being secured by all or substantially all
such collateral security (unless such additional obligations arise under this
Agreement, or the Lien for such additional obligations shall be junior to the
Lien in favor of the other obligations secured by such Security Document, in
either of which events the Administrative Agent may consent to such Lien,
provided that it obtains the consent of the Majority Lenders thereto), alter the
--------
relative priorities of the obligations entitled to the benefits of all or
substantially all of the Liens under the Security Documents, except that no such
consent shall be required, and the Administrative Agent is hereby authorized, to
release any Lien covering Property (and to release any Subsidiary Guarantor)
that is the subject of either a disposition of Property permitted hereunder or a
Disposition to which the Majority Lenders have consented.

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 114 -


          Section 11. Miscellaneous.
                      -------------

          11.01 Waiver. No failure on the part of the Administrative Agent or
                ------
any Lender to exercise and no delay in exercising, and no course of dealing with
respect to, any right, power or privilege under this Agreement shall operate as
a waiver thereof, nor shall any single or partial exercise of any right, power
or privilege under this Agreement preclude any other or further exercise thereof
or the exercise of any other right, power or privilege. The remedies provided
herein are cumulative and not exclusive of any remedies provided by law.

          Each Borrower irrevocably waives, to the fullest extent permitted by
applicable law, any claim that any action or proceeding commenced by the
Administrative Agent or any Lender relating in any way to this Agreement should
be dismissed or stayed by reason, or pending the resolution, of any action or
proceeding commenced by a Borrower relating in any way to this Agreement whether
or not commenced earlier. To the fullest extent permitted by applicable law, the
Borrowers shall take all measures necessary for any such action or proceeding
commenced by the Administrative Agent or any Lender to proceed to judgment prior
to the entry of judgment in any such action or proceeding commenced by a
Borrower.

          11.02 Notices. All notices, requests and other communications provided
                -------
for herein and under the Security Documents (including, without limitation, any
modifications of, or waivers, requests or consents under, this Agreement) shall
be given or made in writing (including, without limitation, by telecopy)
delivered to the intended recipient at (i) in the case of the Borrowers and the
Administrative Agent, the "Address for Notices" specified below its name on the
signature pages hereof and (ii) in the case of each of the Lenders, the address
(or telecopy number) set forth in its Administrative Questionnaire; or, as to
any party, at such other address as shall be designated by such party in a
notice to each other party. Notwithstanding the foregoing, notices of borrowing,
prepayment and Conversion of Loans pursuant to Section 4.05 hereof may be made
by telephone, so long as the same are promptly confirmed in writing. Except as
otherwise provided in this Agreement, all such communications shall be deemed to
have been duly given when transmitted by telecopier or personally delivered or,
in the case of a mailed notice, upon receipt, in each case given or addressed as
aforesaid.

          11.03 Expenses, Etc. The Borrowers jointly and severally agree to pay
                --------------
or reimburse each of the Lenders and the Administrative Agent for: (a) all
reasonable out-of-pocket costs and expenses of the Administrative Agent
(including, without limitation, the reasonable fees and expenses of Milbank,
Tweed, Hadley & McCloy LLP, special New York counsel to Chase) in connection
with (i) the negotiation, preparation, execution and delivery of this Agreement
and the other Loan Documents and the extension of credit hereunder and (ii) the
negotiation or preparation of any modification, supplement or waiver of any of
the terms of this Agreement or any of the other Loan Documents (whether or not
consummated); (b) all

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 115 -


reasonable out-of-pocket costs and expenses of the Lenders and the
Administrative Agent (including, without limitation, the reasonable fees and
expenses of legal counsel) in connection with (i) any Default and any
enforcement or collection proceedings resulting therefrom, including, without
limitation, all manner of participation in or other involvement with (x)
bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation
proceedings, (y) judicial or regulatory proceedings and (z) workout,
restructuring or other negotiations or proceedings (whether or not the workout,
restructuring or transaction contemplated thereby is consummated) and (ii) the
enforcement of this Section 11.03; and (c) all transfer, stamp, documentary or
other similar taxes, assessments or charges levied by any governmental or
revenue authority in respect of this Agreement or any of the other Loan
Documents or any other document referred to herein or therein and all costs,
expenses, taxes, assessments and other charges incurred in connection with any
filing, registration, recording or perfection of any security interest
contemplated by any Security Document or any other document referred to therein.

          The Borrowers hereby jointly and severally agree to indemnify the
Administrative Agent, each Lender, each of their affiliates and their respective
directors, officers, employees, trustees, investment advisors, attorneys and
agents from, and hold each of them harmless against, any and all losses,
liabilities, claims, damages or expenses incurred by any of them (including,
without limitation, any and all losses, liabilities, claims, damages or expenses
incurred by the Administrative Agent to any Lender, whether or not the
Administrative Agent or any Lender is a party thereto) arising out of or by
reason of any investigation or litigation or other proceedings (including any
threatened investigation or litigation or other proceedings) relating to the
extensions of credit hereunder or any actual or proposed use by the Borrowers or
any of their Subsidiaries of the proceeds of any of the extensions of credit
hereunder, including, without limitation, the reasonable fees and disbursements
of counsel incurred in connection with any such investigation or litigation or
other proceedings (but excluding any such losses, liabilities, claims, damages
or expenses incurred by reason of the gross negligence or willful misconduct of
the Person to be indemnified).

          11.04 Amendments, Etc. Except as otherwise expressly provided in this
                ----------------
Agreement, any provision of this Agreement may be modified or supplemented only
by an instrument in writing signed by the Borrowers and the Majority Lenders, or
by the Borrowers and the Administrative Agent acting with the consent of the
Majority Lenders, and any provision of this Agreement may be waived by the
Majority Lenders or by the Administrative Agent acting with the consent of the
Majority Lenders; provided that:
                  --------

                (a) no modification, supplement or waiver shall:

                (i) increase the Commitment of any Lender without the written
     consent of such Lender;

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 116 -


               (ii) reduce the principal amount of any Loan or Reimbursement
     Obligation or reduce the rate of interest thereon, or reduce any fees
     payable hereunder, without the written consent of each Lender affected
     thereby;

               (iii) postpone the scheduled date of payment of the principal
     amount of any Loan or Reimbursement Obligation, or any interest thereon, or
     any fees payable hereunder, or reduce the amount of, waive or excuse any
     such payment, or postpone the scheduled date of expiration or reduction of
     any Commitment, or postpone the ultimate expiration date of any Letter of
     Credit beyond the Revolving Credit Commitment Termination Date, without the
     written consent of each Lender affected thereby;

               (iv) change Section 4.02 or 4.07 in a manner that would alter the
     pro rata sharing of payments required thereby, without in each case the
     written consent of each Lender;

               (v) alter the manner in which payments or prepayments of
     principal, interest or other amounts hereunder shall be applied between or
     among the Lenders or Classes of Loans without the written consent of the
     Majority Lenders of each Class affected thereby, or alter in any other
     manner the obligation of the Borrowers to prepay Loans hereunder without
     the consent of the Majority Lenders of each Class affected thereby;

               (vi) change any of the provisions of this Section 11.04 or the
     percentage in the definition of "Majority Lenders", or modify in any other
     manner the number or percentage of the Lenders required to make any
     determinations or waive any rights hereunder or to modify any provision
     hereof, without the written consent of each Lender; or

               (vii) waive any of the conditions precedent set forth in Section
     6 applicable to the initial extension of credit hereunder, without the
     written consent of each Lender; and

          (b) any modification or supplement of Section 10 hereof, or of any of
     the rights or duties of the Administrative Agent hereunder, shall require
     the consent of the Administrative Agent.

          Anything in this Agreement to the contrary notwithstanding, no waiver
or modification of any provision of this Agreement that has the effect (either
immediately or at some later time) of enabling the Borrowers to satisfy a
condition precedent to the making of a

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 117 -


Loan of any Class shall be effective against the Lenders of such Class for the
purposes of the Commitments of such Class unless the Majority Lenders of such
Class shall have concurred with such waiver or modification, and no waiver or
modification of any provision of this Agreement or any other Loan Document that
could reasonably be expected to adversely affect the Lenders of any Class shall
be effective against the Lenders of such Class unless the Majority Lenders of
such Class shall have concurred with such waiver or modification.

          11.05 Successors and Assigns. This Agreement shall be binding upon and
                ----------------------
inure to the benefit of the parties hereto and their respective successors and
permitted assigns.

          11.06 Assignments and Participations.
                ------------------------------

          (a) Assignments by the Borrowers. None of the Borrowers may assign any
              ----------------------------
of its rights or obligations hereunder without the prior consent of all of the
Lenders and the Administrative Agent.

          (b) Assignments by the Lenders. Each Lender may assign any of its
              --------------------------
Loans, its Commitments and, if such Lender is a Revolving Credit Lender, its
Letter of Credit Interest (but only with the consent of, in the case of its
outstanding Commitments, the Borrowers and the Administrative Agent and, in the
case of the Revolving Credit Commitment or a Letter of Credit Interest, the
Issuing Lender, which consents shall not be unreasonably withheld or delayed);
provided that
--------

          (i) no such consent by the Borrowers or the Administrative Agent shall
     be required in the case of any assignment to another Lender or any Lender
     Affiliate, and no such consent by the Borrower shall be required if an
     Event of Default under 9.01(a), 9.01(f) or 9.01(g) has occurred and is
     continuing;

          (ii) except to the extent the Borrowers and the Administrative Agent
     shall otherwise consent, any such partial assignment (other than to another
     Lender or a Lender Affiliate) shall be in an amount at least equal to
     $5,000,000 (in the case of the Revolving Credit Commitments and the Tranche
     A Term Loan Commitments) or $1,000,000 (in the case of the Tranche B Term
     Loan Commitments or Incremental Facility Commitments of any Series);

          (iii) so long as no Event of Default under 9.01(a), 9.01(f) or 9.01(g)
     has occurred and is continuing, no such assignment shall be made other than
     to an Eligible Assignee;

          (iv) each such assignment by a Lender of its Revolving Credit Loans or
     Revolving Credit Commitment or Letter of Credit Interest shall be made in
     such manner

                                Credit Agreement
                                ----------------
                                ----------------

<PAGE>
                                       - 118 -


     so that the same portion of its Revolving Credit Loans, Revolving Credit
     Commitment and Letter of Credit Interest is assigned to the respective
     assignee;

          (v) each such assignment by a Lender of its Term Loans or Incremental
     Facility Loans of any Class or Term Loan Commitment or Incremental Facility
     Commitment of any Class shall be made in such manner so that the same
     portion of its Term Loans and Incremental Facility Loans of such Class and
     Term Loan Commitment and Incremental Facility Commitment of such Class is
     assigned to the respective assignee; and

          (vi) each such assignment by a Lender of its Incremental Facility
     Loans of any Series shall be made in such manner so that the same portion
     of its Incremental Facility Loans and Incremental Facility Commitment of
     such Series is assigned to the respective assignee.

Upon execution and delivery by the assignor and the assignee to the Borrowers,
the Administrative Agent and the Issuing Lender of such Assignment and
Acceptance, and upon consent thereto by the Borrowers, the Administrative Agent
and the Issuing Lender to the extent required above, the assignee shall have, to
the extent of such assignment (unless otherwise consented to by the Borrowers,
the Administrative Agent and the Issuing Lender), the obligations, rights and
benefits of a Lender hereunder holding the Commitment(s), Loans and, if
applicable, Letter of Credit Interest (or portions thereof) assigned to it and
specified in such Assignment and Acceptance (in addition to the Commitment(s),
Loans and Letter of Credit Interest, if any, theretofore held by such assignee)
and the assigning Lender shall, to the extent of such assignment, be released
from the Commitment(s) (or portion(s) thereof) so assigned. Upon each such
assignment the assigning Lender shall pay the Administrative Agent an assignment
fee of $3,500; provided, however, that no such fee shall be payable in the case
               --------  -------
of an assignment to another Lender or a Lender Affiliate; and provided further
                                                              -------- -------
that, in the case of contemporaneous assignments by a Lender to more than one
fund managed by the same investment advisor (which funds are not then Lenders
hereunder), only a single such fee shall be payable for all such contemporaneous
assignments.

          (c) Participations. A Lender may sell or agree to sell to one or more
              --------------
other Persons (each a "Participant") a participation in all or any part of any
                       -----------
Loans or Letter of Credit Interest held by it, or in its Commitments, provided
                                                                      --------
that (i) such Participant shall not have any rights or obligations under this
Agreement or any other Loan Document (the Participant's rights against such
Lender in respect of such participation to be those set forth in the agreements
executed by such Lender in favor of the Participant) and (ii) such Lender shall
promptly notify the Borrowers of the sale of such participation. All amounts
payable by the Borrowers to any Lender under Section 5 hereof in respect of
Loans and Letter of Credit Interests held by it, and its Commitments, shall be
determined as if such Lender had not sold or agreed to sell any participations
in such Loans, Letter of Credit Interest and Commitments, and as if such Lender

                                Credit Agreement
                                ----------------


<PAGE>
                                       - 119 -


were funding each of such Loan, Letter of Credit Interest and Commitments in the
same way that it is funding the portion of such Loan, Letter of Credit Interest
and Commitments in which no participations have been sold. In no event shall a
Lender that sells a participation agree with the Participant to take or refrain
from taking any action hereunder or under any other Loan Document except that
such Lender may agree with the Participant that it will not, without the consent
of the Participant, agree to (i) increase or extend the term of such Lender's
related Commitment or extend the amount or date of any scheduled reduction of
such Commitment pursuant to Section 2.04 hereof, (ii) extend the date fixed for
the payment of principal of or interest on the related Loan or Loans,
Reimbursement Obligations or any portion of any fee hereunder payable to the
Participant, (iii) reduce the amount of any such payment of principal, (iv)
reduce the rate at which interest is payable thereon, or any fee hereunder
payable to the Participant, to a level below the rate at which the Participant
is entitled to receive such interest or fee or (v) consent to any modification,
supplement or waiver hereof or of any of the other Loan Documents to the extent
that the same, under Section 10.09 or Section 11.04 hereof, requires the consent
of each Lender.

          (d) Certain Pledges. In addition to the assignments and participations
              ---------------
permitted under the foregoing provisions of this Section 11.06, any Lender may
(without notice to the Borrowers, the Administrative Agent or any other Lender
and without payment of any fee) assign and pledge all or any portion of its
Loans to any Federal Reserve Bank as collateral security pursuant to Regulation
A and any Operating Circular issued by such Federal Reserve Lender. Any Lender
that is a fund that invests in bank loans may (without the consent of the
Borrowers or the Administrative Agent) pledge all or any portion of its rights
in connection with this Agreement to the trustee for holders of obligations
owed, or securities issued, by such fund as security for such obligations or
such securities, provided that (i) any foreclosure or other exercise of remedies
                 --------
by such trustee shall be subject to the provisions of this Section 11.06 in all
respects and (ii) the amounts payable by the Borrowers to any Lender under
Section 5 hereof that has pledged any of such rights to any such trustee shall
continue for all purposes to be determined as if such Lender had not pledged any
such rights. No assignment or pledge described in this paragraph shall release
the assigning Lender from its obligations hereunder.

          (e) Provision of Information to Assignees and Participants. A Lender
              ------------------------------------------------------
may furnish any information concerning the Borrowers or any of their
Subsidiaries in the possession of such Lender from time to time to assignees and
participants (including prospective assignees and participants), subject,
however, to the provisions of Section 11.12(b) hereof.

          (f) No Assignments to the Borrowers or Affiliates. Anything in this
              ---------------------------------------------
Section 11.06 to the contrary notwithstanding, no Lender may assign or
participate any interest in any Loan or Reimbursement Obligation held by it
hereunder to the Borrowers or any of their Affiliates or Subsidiaries without
the prior consent of each Lender.

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 120 -


          (g) Maintenance of Register by the Administrative Agent. The
              ---------------------------------------------------
Administrative Agent, acting for this purpose as an agent of the Borrowers,
shall maintain at one of its offices in The City of New York a copy of each
Assignment and Acceptance delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal
amount of the Loans owing to, each Lender pursuant to the terms hereof from time
to time (the "Register"). The entries in the Register shall be conclusive, and
the Borrowers, the Administrative Agent and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Borrowers and
any Lender, at any reasonable time and from time to time upon reasonable prior
notice.

          (h) Effectiveness of Assignments. Upon its receipt of a duly completed
              ----------------------------
Assignment and Acceptance executed by an assigning Lender and an assignee, the
assignee's completed Administrative Questionnaire (unless the assignee shall
already be a Lender hereunder), the processing and recordation fee referred to
in paragraph (b) of this Section and any written consent to such assignment
required by paragraph (b) above, the Administrative Agent shall accept such
Assignment and Acceptance and record the information contained therein in the
Register. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph.

          (i) Assignments to SPC's. Notwithstanding anything to the contrary
              --------------------
contained herein, any lender (a "Granting Lender") may grant to a special
                                 ---------------
purpose funding vehicle (a "SPC"), identified as such in writing from time to
                            ---
time by the Granting Lender to the Administrative Agent and the Borrowers, the
option to provide to the Borrowers all or any part of any Loan that such
Granting Lender would otherwise be obligated to make to the Borrowers pursuant
to this Agreement (in which event such SPC shall, together with such Granting
Lender, constitute a "Lender" hereunder); provided that (i) nothing herein shall
                                          --------
constitute a commitment by any SPC to make any Loan, (ii) if an SPC elects not
to exercise such option or otherwise fails to provide all or any part of such
Loan, the Granting Lender shall be obligated to make such Loan pursuant to the
terms hereof. The making of a Loan by an SPC hereunder shall utilize the
Commitment of the Granting Lender to the same extent, and as if, such Loan were
made by such Granting Lender. Each party hereto hereby agrees that no SPC shall
be liable for any indemnity or similar payment obligation under this Agreement
(all liability for which shall remain with the Granting Lender). In furtherance
of the foregoing, each party hereto hereby agrees (which agreement shall survive
the termination of this Agreement) that, prior to the date that is one year and
one day after the payment in full of all outstanding commercial paper, or other
senior indebtedness of any SPC, it will not institute against, or join any other
Person in instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United
States or any State thereof in respect of claims arising out of this Agreement.
In addition, notwithstanding anything to the contrary contained in this

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 121 -


Section 11.06(i), any SPC may (i) with notice to, but without the prior written
consent of, the Borrowers and the Administrative Agent and without paying any
processing fee therefor, assign all or a portion of its interests in any Loans
to the Granting Lender or to any financial institutions (consented to by the
Borrowers and Administrative Agent) providing liquidity and/or credit support to
or for the account of such SPC to support the funding or maintenance of Loans
and (ii) disclose on a confidential basis any non-public information relating to
its Loans to any rating agency, commercial paper dealer or provider of any
surety, guarantee or credit or liquidity enhancement to such SPC.

          11.07 Survival. The obligations of the Borrowers under Sections 5.01,
                --------
5.05, 5.06, 5.07 and 11.03 hereof, and the obligations of the Lenders under
Section 10.05 hereof, shall survive the repayment of the Loans and Reimbursement
Obligations and the termination of the Commitments and, in the case of any
Lender that may assign any interest in its Commitments, Loans or Letter of
Credit Interest hereunder, shall survive the making of such assignment,
notwithstanding that such assigning Lender may cease to be a "Lender" hereunder.
In addition, each representation and warranty made, or deemed to be made by a
notice of any extension of credit (whether by means of a Loan or a Letter of
Credit), herein or pursuant hereto shall survive the making of such
representation and warranty, and no Lender shall be deemed to have waived, by
reason of making any extension of credit hereunder (whether by means of a Loan
or a Letter of Credit), any Default that may arise by reason of such
representation or warranty proving to have been false or misleading,
notwithstanding that such Lender or the Administrative Agent may have had notice
or knowledge or reason to believe that such representation or warranty was false
or misleading at the time such extension of credit was made.

          11.08 Captions. The table of contents and captions and section
                --------
headings appearing herein are included solely for convenience of reference and
are not intended to affect the interpretation of any provision of this
Agreement.

          11.09 Counterparts. This Agreement may be executed in any number of
                ------------
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart.

          11.10 Governing Law; Submission to Jurisdiction. This Agreement shall
                -----------------------------------------
be governed by, and construed in accordance with, the law of the State of New
York. Each Borrower hereby submits to the nonexclusive jurisdiction of the
United States District Court for the Southern District of New York and of the
Supreme Court of the State of New York sitting in New York County (including its
Appellate Division), and of any other appellate court in the State of New York,
for the purposes of all legal proceedings arising out of or relating to this
Agreement or the transactions contemplated hereby. Each Borrower hereby
irrevocably waives, to the fullest extent permitted by applicable law, any
objection that it may now or hereafter have

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 122 -


to the laying of the venue of any such proceeding brought in such a court and
any claim that any such proceeding brought in such a court has been brought in
an inconvenient forum.

          11.11 Waiver of Jury Trial. EACH OF THE BORROWERS, THE ADMINISTRATIVE
                --------------------
AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

          11.12 Treatment of Certain Information; Confidentiality.
                -------------------------------------------------

          (a) Disclosure to Certain Affiliates. The Borrowers acknowledge that
              --------------------------------
from time to time financial advisory, investment banking and other services may
be offered or provided to the Borrowers or one or more of their Subsidiaries (in
connection with this Agreement or otherwise) by any Lender or by one or more
subsidiaries or affiliates of such Lender and the Borrowers hereby authorize
each Lender to share any information delivered to such Lender by the Borrowers
and their Subsidiaries pursuant to this Agreement, or in connection with the
decision of such Lender to enter into this Agreement, to any such subsidiary or
affiliate, it being understood that any such subsidiary or affiliate receiving
such information shall be bound by the provisions of paragraph (b) below as if
it were a Lender hereunder. Such authorization shall survive the repayment of
the Loans and Reimbursement Obligations and the termination of the Commitments.

          (b) Confidentiality Generally. Each Lender and the Administrative
              -------------------------
Agent agrees (on behalf of itself and each of its affiliates, directors,
officers, employees and representatives) to use reasonable precautions to keep
confidential, in accordance with their customary procedures for handling
confidential information of the same nature and in accordance with safe and
sound banking practices (or, if such Lender is not a bank, in accordance with
safe and sound lending practices), any non-public information supplied to it by
any Obligor pursuant to this Agreement or any other Loan Document that is
identified by the Borrowers as being confidential at the time the same is
delivered to the Lenders or the Administrative Agent, provided that nothing
                                                      --------
herein shall limit the disclosure of any such information (i) after such
information shall have become public (other than through a violation of this
Section 11.12), (ii) to the extent required by statute, rule, regulation or
judicial process, (iii) to counsel for any of the Lenders or the Administrative
Agent, (iv) to bank examiners (or any other regulatory authority, or
quasi-regulatory body, including the National Association of Insurance
Commissioners (NAIC), having jurisdiction over any Lender or the Administrative
Agent), or to auditors or accountants, (v) to the Administrative Agent or any
other Lender (or to Chase Securities Inc.), (vi) in connection with any
litigation to which any one or more of the Lenders or the Administrative Agent
is a party, or in connection with the enforcement of rights or remedies
hereunder or under any other Loan

                                Credit Agreement
                                ----------------
                                ----------------

<PAGE>
                                       - 123 -


Document, (vii) to a subsidiary or affiliate of such Lender as provided in
paragraph (a) above, (viii) to any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to the Borrowers and
their obligations or (ix) to any assignee or participant (or prospective
assignee or participant) so long as such assignee or participant (or prospective
assignee or participant) first executes and delivers to the respective Lender a
Confidentiality Agreement substantially in the form of Exhibit I hereto (or
executes and delivers to such Lender an acknowledgement to the effect that it is
bound by the provisions of this Section 11.12(b), which acknowledgement may be
included as part of the respective assignment or participation agreement
pursuant to which such assignee or participant acquires an interest in the Loans
or Letter of Credit Interest hereunder); provided, further, that obligations of
                                         --------  -------
any assignee that has executed a Confidentiality Agreement in the form of
Exhibit I hereto shall be superseded by this Section 11.12 upon the date upon
which such assignee becomes a Lender hereunder pursuant to Section 11.06(b)
hereof.

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 124 -


          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered as of the day and year first above written.

                                        MCC GEORGIA LLC
                                        MCC ILLINOIS LLC
                                        MCC IOWA LLC
                                        MCC MISSOURI LLC

                                        By  Mediacom Broadband LLC, a Member
                                        By  Mediacom Communications Corporation,
                                               a Member

                                        By: /s/ Mark E. Stephan
                                           --------------------------------
                                           Name:  Mark E. Stephan
                                           Title: Chief Financial Officer

                                        c/o Mediacom Communications Corporation
                                        100 Crystal Road
                                        Middletown, New York 10941

                                        Attention: Rocco B. Commisso

                                        Telecopier No.: (845) 695-2639
                                        Telephone No.: (845) 695-2600

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 125 -


                                        THE CHASE MANHATTAN BANK,
                                         as Administrative Agent

                                        By: /s/ Robert Anastasio
                                           --------------------------------
                                           Name:  Robert Anastasio
                                           Title: Vice President

                                        Address for Notices to
                                        Chase as Administrative Agent:

                                        The Chase Manhattan Bank
                                        Agent Bank Services
                                        1 Chase Manhattan Plaza
                                        New York, New York 10081

                                        Telecopier No.:  (212) 552-5700

                                        Telephone No.:  (212) 552-7440

                                Credit Agreement
                                ----------------

<PAGE>
                                       - 126 -


Revolving Credit Commitment             THE CHASE MANHATTAN BANK
---------------------------
    $48,666,666.67



Tranche A Term Loan Commitment          By: /s/ Constance M. Coleman
------------------------------             --------------------------------
    $24,333,333.33                         Name:  Constance M. Coleman
                                           Title: Vice President
Tranrche B-1 Term Loan Commitment
---------------------------------
    $82,541,666.66

Tranrche B-2 Term Loan Commitment
---------------------------------
    $35,375,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 127 -


Revolving Credit Commitment             CITIBANK, N.A.
---------------------------
    $48,666,666.67



Tranche A Term Loan Commitment       By: /s/ Robert H. Chen
------------------------------          --------------------------------
    $24,333,333.33                      Name:  Robert H. Chen
                                        Title: Vice President
Tranche B-1 Term Loan Commitment
--------------------------------
    $73,966,666.67

Tranche B-2 Term Loan Commitment
--------------------------------
    $31,700,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 128 -


Revolving Credit Commitment            CREDIT SUISSE FIRST BOSTON
---------------------------
    $48,666,666.67



Tranche A Term Loan Commitment         By: /s/ David L. Sawyer
------------------------------            --------------------------------
    $24,333,333.33                        Name:  David L. Sawyer
                                          Title: Vice President
Tranche B-1 Term Loan Commitment
--------------------------------
    $80,966,666.67                     By: /s/ Jay Chall
                                          --------------------------------
                                          Name:  Jay Chall
Tranche B-2 Term Loan Commitment          Title: Director
--------------------------------
    $34,700,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 129 -


Revolving Credit Commitment             THE BANK OF NOVA SCOTIA
---------------------------
    $40,000,000.00



Tranche A Term Loan Commitment          By: /s/ Brenda S. Insull
------------------------------             --------------------------------
    $20,000,000.00                         Name:  Brenda S. Insull
                                           Title: Authorized Signatory
Tranche B-1 Term Loan Commitment
--------------------------------
    $
     --------------

Tranche B-2 Term Loan Commitment
--------------------------------
    $
     --------------

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 130 -


Revolving Credit Commitment             SOCIETE GENERALE -
---------------------------              NEW YORK BRANCH
    $40,000,000.00

Tranche A Term Loan Commitment          By: /s/ Mark Vigil
------------------------------             --------------------------------
    $20,000,000.00                         Name:  Mark Vigil
                                           Title: Director

Tranche B-1 Term Loan Commitment
--------------------------------
    $  7,000,000.00

Tranche B-2 Term Loan Commitment
--------------------------------
    $  3,000,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 131 -


Revolving Credit Commitment             BANK OF AMERICA, N.A.
---------------------------
     $40,000,000.00



Tranche A Term Loan Commitment          By: /s/ Todd Shipley
------------------------------             --------------------------------
    $20,000,000.00                         Name:  Todd Shipley
                                           Title: Managing Director
Tranche B-1 Term Loan Commitment
--------------------------------
    $
     --------------

Tranche B-2 Term Loan Commitment
--------------------------------
    $
     --------------

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 132 -


Revolving Credit Commitment             BANK OF MONTREAL
---------------------------
      $40,000,000.00



Tranche A Term Loan Commitment          By: /s/ W. T. Calder
------------------------------             --------------------------------
    $20,000,000.00                         Name:  W. T. Calder
                                           Title: Managing Director
Tranche B-1 Term Loan Commitment
--------------------------------
    $
     --------------

Tranche B-2 Term Loan Commitment
--------------------------------
    $
     --------------

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 133 -


Revolving Credit Commitment             THE BANK OF NEW YORK
---------------------------
    $40,000,000.00

Tranche A Term Loan Commitment          By: /s/ James W. Whitaker
------------------------------             --------------------------------
    $20,000,000.00                         Name:  James W. Whitaker
                                           Title: Senior Vice President
Tranche B-1 Term Loan Commitment
--------------------------------
    $  3,500,000.00

Tranche B-2 Term Loan Commitment
--------------------------------
    $  1,500,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 134 -


Revolving Credit Commitment             BANKERS TRUST COMPANY
---------------------------
    $40,000,000.00

Tranche A Term Loan Commitment          By: /s/ Gregory P. Shefrin
------------------------------             --------------------------------
    $20,000,000.00                         Name:  Gregory P. Shefrin
                                           Title: Director
Tranche B-1 Term Loan Commitment
--------------------------------
    $
     --------------

Tranche B-2 Term Loan Commitment
--------------------------------
    $
     --------------

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 135 -


Revolving Credit Commitment             THE DAI-ICHI KANGYO BANK, LTD.
---------------------------             (dba Mizuho Financial Group)
    $16,666,666.67

Tranche A Term Loan Commitment          By: /s/ Daniel Guevara
------------------------------             --------------------------------
    $  8,333,333.33                        Name:  Daniel Guevara
                                           Title: Vice President

Tranche B-1 Term Loan Commitment
--------------------------------
    $
     --------------

Tranche B-2 Term Loan Commitment
--------------------------------
    $
     --------------

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 136 -


Revolving Credit Commitment             DRESDNER BANK AG, NEW YORK
---------------------------              AND GRAND CAYMAN BRANCHES
    $33,333,333.33

Tranche A Term Loan Commitment          By: /s/ William E. Lambert
------------------------------             --------------------------------
    $16,666,666.67                         Name:  William E. Lambert
                                           Title: Vice President

Tranche B-1 Term Loan Commitment
--------------------------------
    $                                   By: /s/ Michael S. Greenberg
     --------------                        --------------------------------
                                           Name:  Michael S. Greenberg
                                           Title: Associate
Tranche B-2 Term Loan Commitment
--------------------------------
    $
     --------------

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 137 -


Revolving Credit Commitment             FIRST UNION NATIONAL BANK
---------------------------
    $33,333,333.33

Tranche A Term Loan Commitment          By: /s/ Ronald F. Bentien Jr.
------------------------------             --------------------------------
    $16,666,666.67                         Name:  Ronald F. Bentien Jr.
                                           Title: Vice President
Tranche B-1 Term Loan Commitment
--------------------------------
    $  3,500,000.00

Tranche B-2 Term Loan Commitment
--------------------------------
    $  1,500,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 138 -


Revolving Credit Commitment             FLEET NATIONAL BANK
---------------------------
    $33,333,333.33

Tranche A Term Loan Commitment          By: /s/ Leonard Maddox
    $16,666,666.67                         --------------------------------
                                           Name:  Leonard Maddox
                                           Title: Managing Director
Tranche B-1 Term Loan Commitment
--------------------------------
    $
     --------------

Tranche B-2 Term Loan Commitment
    $
     --------------

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 139 -


Revolving Credit Commitment             THE FUJI BANK, LIMITED
---------------------------             (dba Mizuho Financial Group)
         $20,000,000.00

Tranche A Term Loan Commitment          By: /s/ Nobuoki Koike
------------------------------             --------------------------------
    $10,000,000.00                         Name:  Nobuoki Koike
                                           Title: Vice President

Tranche B-1 Term Loan Commitment
--------------------------------
    $
     --------------

Tranche B-2 Term Loan Commitment
--------------------------------
    $
     --------------

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 140 -


Revolving Credit Commitment             IBM CREDIT CORPORATION
---------------------------
    $10,000,000.00



Tranche A Term Loan Commitment          By: /s/ Ronald J. Bachner
------------------------------             --------------------------------
    $  5,000,000.00                        Name:  Ronald J. Bachner
                                           Title: Manager, Commercial & Vendor
Tranche B-1 Term Loan Commitment                    Financing Sales Americas
--------------------------------
    $  3,500,000.00

Tranche B-2 Term Loan Commitment
--------------------------------
    $  1,500,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 141 -


Revolving Credit Commitment             KZH CYPRESSTREE-1 LLC
---------------------------
    $
     --------------

Tranche A Term Loan Commitment          By: /s/ Susan Lee
------------------------------             --------------------------------
    $                                      Name:  Susan Lee
     --------------                        Title: Authorized Agent

Tranche B-1 Term Loan Commitment
--------------------------------
    $  2,800,000.00

Tranche B-2 Term Loan Commitment
--------------------------------
    $  1,200,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 142 -


Revolving Credit Commitment
---------------------------             KZH ING-1 LLC
    $
     --------------

Tranche A Term Loan Commitment          By: /s/ Susan Lee
------------------------------             --------------------------------
    $                                      Name:  Susan Lee
     --------------                        Title: Authorized Agent

Tranche B-1 Term Loan Commitment
--------------------------------
    $  1,400,000.00

Tranche B-2 Term Loan Commitment
--------------------------------
    $     600,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 143 -


Revolving Credit Commitment
---------------------------             KZH ING-2 LLC
    $
     --------------
                                        By: /s/ Susan Lee
Tranche A Term Loan Commitment             --------------------------------
------------------------------             Name:  Susan Lee
    $                                      Title: Authorized Agent
     --------------

Tranche B-1 Term Loan Commitment
--------------------------------
    $  3,850,000.00

Tranche B-2 Term Loan Commitment
--------------------------------
    $  1,650,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                     - 144 -


Revolving Credit Commitment             KZH ING-3 LLC
---------------------------
    $
     -------------

Tranche A Term Loan Commitment          By: /s/ Susan Lee
------------------------------             --------------------------------
    $                                      Name:  Susan Lee
     --------------                        Title: Authorized Agent


Tranche B-1 Term Loan Commitment
--------------------------------
    $  1,050,000.00

Tranche B-2 Term Loan Commitment
--------------------------------
    $    450,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 145 -


Revolving Credit Commitment             KZH PONDVIEW LLC
---------------------------
    $
     --------------

Tranche A Term Loan Commitment          By: /s/ Susan Lee
------------------------------             --------------------------------
    $                                      Name:  Susan Lee
     --------------                        Title: Authorized Agent

Tranche B-1 Term Loan Commitment
--------------------------------
    $  3,150,000.00

Tranche B-2 Term Loan Commitment
--------------------------------
    $  1,350,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 146 -


Revolving Credit Commitment             KZH RIVERSIDE LLC
---------------------------
    $
     --------------

Tranche A Term Loan Commitment          By: /s/ Susan Lee
------------------------------             -----------------------
    $                                      Name:  Susan Lee
     --------------                        Title: Authorized Agent

Tranche B-1 Term Loan Commitment
--------------------------------
    $  4,200,000.00

Tranche B-2 Term Loan Commitment
--------------------------------
    $  1,800,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 147 -


Revolving Credit Commitment             KZH SHOSHONE LLC
---------------------------
    $
     --------------

Tranche A Term Loan Commitment          By: /s/ Susan Lee
------------------------------             --------------------------------
    $                                      Name:  Susan Lee
     --------------                        Title: Authorized Agent

Tranche B-1 Term Loan Commitment
--------------------------------
    $  2,800,000.00

Tranche B-2 Term Loan Commitment
--------------------------------
    $  1,200,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 148 -



Revolving Credit Commitment             KZH STERLING LLC
---------------------------
    $
     --------------

Tranche A Term Loan Commitment          By: /s/ Susan Lee
------------------------------             --------------------------------
    $                                      Name:  Susan Lee
     --------------                        Title: Authorized Agent

Tranche B-1 Term Loan Commitment
--------------------------------
    $  1,750,000.00

Tranche B-2 Term Loan Commitment
--------------------------------
    $     750,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 149 -


Revolving Credit Commitment             KZH WATERSIDE LLC
---------------------------
    $
     --------------

Tranche A Term Loan Commitment          By: /s/ Susan Lee
------------------------------             --------------------------------
    $                                      Name:  Susan Lee
     --------------                        Title: Authorized Agent

Tranche B-1 Term Loan Commitment
--------------------------------
    $  3,150,000.00

Tranche B-2 Term Loan Commitment
--------------------------------
    $  1,350,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 150 -


Revolving Credit Commitment             LIBERTY-STEIN ROE ADVISOR
---------------------------               FLOATING RATE ADVANCE FUND
    $                                     by Stein Roe & Farnham Incorporated
     --------------                          as Advisor

Tranche A Term Loan Commitment          By: /s/ Kathleen A. Zarn
------------------------------             ---------------------
    $                                      Name:  Kathleen A. Zarn
     --------------                        Title: Vice President

Tranche B-1 Term Loan Commitment
--------------------------------
    $    875,000.00

Tranche B-2 Term Loan Commitment
--------------------------------
    $    375,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 151 -


Revolving Credit Commitment             METROPOLITAN LIFE INSURANCE
---------------------------              COMPANY
    $
     --------------

Tranche A Term Loan Commitment          By: /s/ James R. Dingler
------------------------------             ---------------------
    $                                      Name:  James R. Dingler
     --------------                        Title: Director

Tranche B-1 Term Loan Commitment
--------------------------------
    $12,600,000.00

Tranche B-2 Term Loan Commitment
--------------------------------
    $  5,400,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 152 -


Revolving Credit Commitment             MORGAN STANLEY
---------------------------             PRIME INCOME TRUST
    $
     --------------

Tranche A Term Loan Commitment          By: /s/ Peter Gewirtz
------------------------------             --------------------------------
    $                                      Name:  Peter Gewirtz
     --------------                        Title: Vice President

Tranche B-1 Term Loan Commitment
--------------------------------
    $  7,000,000.00

Tranche B-2 Term Loan Commitment
--------------------------------
    $  3,000,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 153 -


Revolving Credit Commitment             NATEXIS BANQUES POPULAIRES
---------------------------
    $
     --------------

Tranche A Term Loan Commitment          By: /s/ Evan S. Kraus
------------------------------             --------------------------------
    $                                      Name:  Evan S. Kraus
     --------------                        Title: Vice President

Tranche B-1 Term Loan Commitment        By: /s/ Cynthia E. Sachs
--------------------------------           ---------------------
    $                                      Name:  Cynthia E. Sachs
     --------------                        Title: Vice President, Group Manager

Tranche B-2 Term Loan Commitment
--------------------------------
    $  3,000,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 154 -


Revolving Credit Commitment             NEW YORK LIFE INSURANCE COMPANY
---------------------------
    $
     --------------

Tranche A Term Loan Commitment          By: /s/ David Melka
------------------------------             --------------------------------
    $                                      Name:  David Melka
     --------------                        Title: Investment Vice President

Tranche B-1 Term Loan Commitment
--------------------------------
    $  3,500,000.00

Tranche B-2 Term Loan Commitment
--------------------------------
    $  1,500,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 155 -


Revolving Credit Commitment             NEW YORK LIFE INSURANCE AND
---------------------------              ANNUITY CORPORATION
    $                                   By:  New York Life Investment
     --------------                            Management LLC,
Tranche A Term Loan Commitment                 its Investment Manager
------------------------------
    $
     --------------

Tranche B-1 Term Loan Commitment        By: /s/ David Melka
--------------------------------           --------------------------------
    $  3,500,000.00                        Name:  David Melka
                                           Title: Second Vice President
Tranche B-2 Term Loan Commitment
--------------------------------
    $  1,500,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 156 -


Revolving Credit Commitment             OPPENHEIMER SENIOR FLOATING
---------------------------              RATE FUND
    $
     --------------

Tranche A Term Loan Commitment          By: /s/ David Foxhoven
------------------------------             -------------------
    $                                      Name:  David Foxhoven
     --------------                        Title: Assistant Vice President

Tranche B-1 Term Loan Commitment
--------------------------------
    $  1,750,000.00

Tranche B-2 Term Loan Commitment
--------------------------------
    $     750,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 157 -


Revolving Credit Commitment             By: PPM America, Inc., as attorney
---------------------------              in fact, on behalf of Jackson National
    $                                    Life Insurance Company
     --------------

Tranche A Term Loan Commitment
------------------------------
    $                                   By: /s/ Michael J. Harrington
     --------------                        --------------------------------
                                           Name:  Michael J. Harrington
                                           Title: Vice President
Tranche B-1 Term Loan Commitment
--------------------------------
    $  2,800,000.00

Tranche B-2 Term Loan Commitment
--------------------------------
    $  1,200,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 158 -


Revolving Credit Commitment             THE ROYAL BANK OF SCOTLAND plc
---------------------------
    $16,666,666.67


Tranche A Term Loan Commitment          By: /s/ David Lucas
------------------------------             --------------------------------
    $  8,333,333.33                        Name:  David Lucas
                                           Title: Senior Vice President
Tranche B-1 Term Loan Commitment
--------------------------------
    $
     --------------

Tranche B-2 Term Loan Commitment
--------------------------------
    $
     --------------

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 159 -


Revolving Credit Commitment             SCUDDER FLOATING RATE FUND
---------------------------
    $
     --------------

Tranche A Term Loan Commitment          By: /s/ Kelly D. Babson
------------------------------             --------------------------------
    $                                      Name:  Kelly D. Babson
     --------------                        Title: Managing Director

Tranche B-1 Term Loan Commitment
--------------------------------
    $  2,100,000.00

Tranche B-2 Term Loan Commitment
--------------------------------
    $     900,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 160 -


Revolving Credit Commitment             SEQUILS-CUMBERLAND I, LTD.
---------------------------             By: Deerfield Capital Management, Inc.
    $                                       as its Collateral Manager
     --------------

Tranche A Term Loan Commitment
------------------------------
    $                                   By: /s/ Mark E. Wittnebel
     --------------                        --------------------------------
                                           Name:  Mark E. Wittnebel
                                           Title: Sr. Vice President
Tranche B-1 Term Loan Commitment
--------------------------------
    $  2,100,000.00

Tranche B-2 Term Loan Commitment
--------------------------------
    $    900,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 161 -


Revolving Credit Commitment        STEIN ROE FLOATING RATE LIMITED
---------------------------         LIABILITY COMPANY
    $
     --------------

Tranche A Term Loan Commitment     By: /s/ Kathleen A. Zarn
------------------------------        --------------------------------
    $                                  Name:  Kathleen A. Zarn
     --------------                    Title: Vice President
                                              Stein Roe & Farnham Incorporated,
Tranche B-1 Term Loan Commitment              as Advisor to the Stein Roe
--------------------------------              Floating Rate Limited Liability
    $    875,000.00                           Company

Tranche B-2 Term Loan Commitment
--------------------------------
    $    375,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 162 -


Revolving Credit Commitment             THE SUMITOMO TRUST AND
---------------------------              BANKING CO., LTD.
    $
     --------------

Tranche A Term Loan Commitment          By: /s/ Stephen A. Stratico
------------------------------             ------------------------
    $                                      Name:  Stephen A. Stratico
     --------------                        Title: Vice President

Tranche B-1 Term Loan Commitment
--------------------------------
    $  3,500,000.00

Tranche B-2 Term Loan Commitment
--------------------------------
    $  1,500,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 163 -


Revolving Credit Commitment             SUNTRUST BANK
---------------------------
    $33,333,333.33

Tranche A Term Loan Commitment         By: /s/ W. David Wisdom
------------------------------            --------------------------------
    $16,666,666.67                        Name:  W. David Wisdom
                                          Title: Vice President
Tranche B-1 Term Loan Commitment
--------------------------------
    $  7,000,000.00

Tranche B-2 Term Loan Commitment
--------------------------------
    $  3,000,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 164 -


Revolving Credit Commitment             TORONTO DOMINION (NEW YORK), INC.
---------------------------
    $
     --------------                     By: /s/ Susan K. Strong
                                           --------------------------------
Tranche A Term Loan Commitment             Name:  Susan K. Strong
------------------------------             Title: Vice President
    $
     --------------

Tranche B-1 Term Loan Commitment
--------------------------------
    $  5,775,000.00

Tranche B-2 Term Loan Commitment
--------------------------------
    $  2,475,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 165 -


Revolving Credit Commitment             THE TRAVELERS INSURANCE
---------------------------              COMPANY
    $
     --------------

Tranche A Term Loan Commitment          By: /s/ William M. Gardner
------------------------------             --------------------------------
    $                                      Name:  William M. Gardner
     --------------                        Title: Assistant Investment Officer

Tranche B-1 Term Loan Commitment
--------------------------------
    $  7,700,000.00

Tranche B-2 Term Loan Commitment
--------------------------------
    $  3,300,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 166 -


Revolving Credit Commitment             WEBSTER BANK
---------------------------
    $  4,000,000.00

Tranche A Term Loan Commitment             By: /s/ Elizabeth V. Piker
------------------------------             --------------------------------
    $  2,000,000.00                        Name:  Elizabeth V. Piker
                                           Title: Vice President
Tranche B-1 Term Loan Commitment
--------------------------------
    $  2,800,000.00

Tranche B-2 Term Loan Commitment
--------------------------------
    $  1,200,000.00

                                  Schedule VII
                                  ------------

<PAGE>
                                       - 167 -


Revolving Credit Commitment             WESTDEUTSCHE LANDESBANK
---------------------------              GIROZENTRALE, NEW YORK BRANCH
    $13,333,333.33

Tranche A Term Loan Commitment          By: /s/ Lucie L. Guernsey
------------------------------             --------------------------------
    $  6,666,666.67                        Name:  Lucie L. Guernsey
                                           Title: Director

Tranche B-1 Term Loan Commitment
--------------------------------
    $                                   By: /s/ Duncan M. Robertson
     --------------                        --------------------------------
                                           Name:  Duncan M. Robertson
                                           Title: Director
Tranche B-2 Term Loan Commitment
--------------------------------
    $
     --------------