<PAGE>   1
                                                                   EXHIBIT 10.17

                                 $1,450,000,000

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT



                             CC VIII OPERATING, LLC,

                                   as Borrower

                             CC VIII HOLDINGS, LLC,

                                  as Guarantor



               TD SECURITIES (USA) INC. and CHASE SECURITIES INC.,

                 as Joint Lead Arrangers and Joint Book Managers



                 THE CHASE MANHATTAN BANK, as Syndication Agent



                         TORONTO DOMINION (TEXAS), INC.,

                             as Administrative Agent



                 BANK OF NOVA SCOTIA, THE BANK OF NEW YORK, INC.

                 and FIRSTAR BANK, N.A., as Documentation Agents



                          Dated as of February 2, 1999,

                  as Amended and Restated as of January 2, 2001
<PAGE>   2
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
ARTICLE I DEFINITIONS ..................................................     1

      1.1.   Defined Terms .............................................     1
      1.2.   Other Definitional Provisions; Pro Forma Calculations .....    25

ARTICLE II AMOUNT AND TERMS OF COMMITMENTS .............................    26

      2.1.   Commitments; Increases in the Tranche A Term Facility and
               the Revolving Facility; Incremental Term Loans ..........    26
      2.2.   Procedure for Borrowing ...................................    28
      2.3.   Repayment of Loans ........................................    29
      2.4.   Swingline Commitment ......................................    31
      2.5.   Procedure for Swingline Borrowing; Refunding of Swingline
               Loans ...................................................    31
      2.6.   Commitment Fees, etc. .....................................    33
      2.7.   Termination or Reduction of Commitments ...................    33
      2.8.   Optional Prepayments ......................................    33
      2.9.   Mandatory Prepayments .....................................    34
      2.10.  Conversion and Continuation Options .......................    34
      2.11.  Limitations on Eurodollar Tranches ........................    34
      2.12.  Interest Rates and Payment Dates ..........................    35
      2.13.  Computation of Interest and Fees ..........................    35
      2.14.  Inability to Determine Interest Rate ......................    35
      2.15.  Pro Rata Treatment and Payments ...........................    36
      2.16.  Requirements of Law .......................................    38
      2.17.  Taxes .....................................................    39
      2.18.  Indemnity .................................................    41
      2.19.  Change of Lending Office ..................................    41
      2.20.  Replacement of Lenders ....................................    41

ARTICLE III LETTERS OF CREDIT ..........................................    42

      3.1.   L/C Commitment ............................................    42
      3.2.   Procedure for Issuance of Letter of Credit ................    42
      3.3.   Fees and Other Charges ....................................    43
      3.4.   L/C Participations ........................................    43
      3.5.   Reimbursement Obligation of the Borrower ..................    44
      3.6.   Obligations Absolute ......................................    44
      3.7.   Letter of Credit Payments .................................    45
      3.8.   Applications ..............................................    45

ARTICLE IV REPRESENTATIONS AND WARRANTIES ..............................    45

      4.1.   Financial Condition .......................................    45
</TABLE>


                                       i
<PAGE>   3

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
      4.2.   No Change .................................................    45
      4.3.   Existence; Compliance with Law ............................    45
      4.4.   Power; Authorization; Enforceable Obligations .............    46
      4.5.   No Legal Bar ..............................................    46
      4.6.   Litigation ................................................    46
      4.7.   No Default ................................................    46
      4.8.   Ownership of Property; Liens ..............................    46
      4.9.   Intellectual Property .....................................    46
      4.10.  Taxes .....................................................    47
      4.11.  Federal Regulations .......................................    47
      4.12.  Labor Matters .............................................    47
      4.13.  ERISA .....................................................    47
      4.14.  Investment Company Act; Other Regulations .................    47
      4.15.  Subsidiaries ..............................................    48
      4.16.  Use of Proceeds ...........................................    48
      4.17.  Environmental Matters .....................................    48
      4.18.  Certain Cable Television Matters ..........................    49
      4.19.  Accuracy of Information, etc. .............................    49
      4.20.  Security Interests ........................................    50
      4.21.  Solvency ..................................................    50
      4.22.  Certain Tax Matters .......................................    50

ARTICLE V CONDITIONS PRECEDENT .........................................    50

      5.1.   Conditions to Restatement Effective Date ..................    50
      5.2.   Conditions to Each Extension of Credit ....................    52

ARTICLE VI AFFIRMATIVE COVENANTS .......................................    52

      6.1.   Financial Statements ......................................    52
      6.2.   Certificates; Other Information ...........................    53
      6.3.   Payment of Obligations ....................................    54
      6.4.   Maintenance of Existence; Compliance ......................    54
      6.5.   Maintenance of Property; Insurance ........................    54
      6.6.   Inspection of Property; Books and Records; Discussions ....    54
      6.7.   Notices ...................................................    55
      6.8.   Environmental Laws ........................................    55
      6.9.   Additional Collateral .....................................    55
      6.10.  Organizational Separateness ...............................    56
      6.11.  ERISA Reports .............................................    56
      6.12.  ERISA, etc. ...............................................    57

ARTICLE VII NEGATIVE COVENANTS .........................................    57

      7.1.   Financial Condition Covenants. ............................    57
      7.2.   Indebtedness ..............................................    58
      7.3.   Liens. ....................................................    59
</TABLE>


                                       ii
<PAGE>   4
<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
      7.4.   Fundamental Changes .......................................    61
      7.5.   Disposition of Property ...................................    61
      7.6.   Restricted Payments .......................................    62
      7.7.   Investments ...............................................    64
      7.8.   Certain Payments and Modifications Relating to Indebtedness
               and Management Fees .....................................    65
      7.9.   Transactions with Affiliates ..............................    66
      7.10.  Sales and Leasebacks ......................................    66
      7.11.  Changes in Fiscal Periods .................................    66
      7.12.  Negative Pledge Clauses ...................................    66
      7.13.  Clauses Restricting Subsidiary Distributions ..............    67
      7.14.  Lines of Business; Holding Company Status .................    67
      7.15.  Investments by Holdings in the Borrower ...................    67

ARTICLE VIII EVENTS OF DEFAULT .........................................    67


ARTICLE IX THE AGENTS ..................................................    71

      9.1.   Appointment ...............................................    71
      9.2.   Delegation of Duties ......................................    71
      9.3.   Exculpatory Provisions ....................................    71
      9.4.   Reliance by Administrative Agent ..........................    72
      9.5.   Notice of Default .........................................    72
      9.6.   Non-Reliance on Agents and Other Lenders ..................    72
      9.7.   Indemnification ...........................................    73
      9.8.   Agent in Its Individual Capacity ..........................    73
      9.9.   Resignation of Agents .....................................    73
      9.10.  Other Agents ..............................................    74

ARTICLE X MISCELLANEOUS ................................................    74

      10.1.  Amendments and Waivers ....................................    74
      10.2.  Notices ...................................................    75
      10.3.  No Waiver; Cumulative Remedies ............................    75
      10.4.  Survival of Representations and Warranties ................    75
      10.5.  Payment of Expenses and Taxes .............................    75
      10.6.  Successors and Assigns; Participations and Assignments ....    77
      10.7.  Adjustments; Set-off ......................................    79
      10.8.  Counterparts ..............................................    80
      10.9.  Severability ..............................................    80
      10.10. Integration ...............................................    80
      10.11. GOVERNING LAW .............................................    80
      10.12. Submission To Jurisdiction; Waivers .......................    81
      10.13. Acknowledgments ...........................................    81
      10.14. Releases of Guarantees and Liens ..........................    81
      10.15. Confidentiality ...........................................    82
      10.16. WAIVERS OF JURY TRIAL .....................................    82
</TABLE>


                                      iii
<PAGE>   5
ANNEX:

            A     Pricing Grid

SCHEDULES:

            1.1      Commitments on Restatement Effective Date
            4.15     Subsidiaries
            4.20     UCC Filing Jurisdictions
            7.2(d)   Existing Indebtedness

EXHIBITS:

            A        Form of Guarantee and Collateral Agreement
            B        Form of Compliance Certificate
            C        Form of Closing Certificate
            D-1      Form of Addendum
            D-2      Form of New Lender Supplement
            D-3      Form of Increased Facility Activation Notice
            E        Form of Assignment and Acceptance
            F        Form of Prepayment Option Notice
            G        Form of Exemption Certificate
            H        Form of Specified Subordinated Note


                                       iv
<PAGE>   6
            CREDIT AGREEMENT, dated as of February 2, 1999, as amended and
restated as of January 2, 2001, among CC VIII HOLDINGS, LLC, a Delaware limited
liability company ("Holdings"), CC VIII OPERATING, LLC, a Delaware limited
liability company (the "Borrower"), the several banks and other financial
institutions or entities from time to time parties to this Agreement (the
"Lenders"), BANK OF NOVA SCOTIA, THE BANK OF NEW YORK, INC. and FIRSTAR BANK,
N.A., as documentation agents (in such capacity, the "Documentation Agents"),
THE CHASE MANHATTAN BANK, as syndication agent (in such capacity, the
"Syndication Agent"), and TORONTO DOMINION (TEXAS), INC., as administrative
agent (in such capacity, the "Administrative Agent").


                              W I T N E S S E T H :

            WHEREAS, the Borrower entered into a Loan Agreement, dated as of
February 2, 1999, as amended and restated as of February 14, 2000 (the "Existing
Credit Agreement"), with Toronto Dominion (Texas), Inc., as administrative
agent, the financial institutions parties thereto as lenders and certain other
parties;

            WHEREAS, the parties hereto have agreed to amend and restate the
Existing Credit Agreement as provided in this Agreement, which Agreement shall
become effective upon the satisfaction of the conditions precedent set forth in
Section 5.1 hereof; and

            WHEREAS, it is the intent of the parties hereto that this Agreement
not constitute a novation of the obligations and liabilities existing under the
Existing Credit Agreement or evidence repayment of any of such obligations and
liabilities and that this Agreement amend and restate in its entirety the
Existing Credit Agreement and re-evidence the obligations of the Borrower
outstanding thereunder;

            NOW, THEREFORE, in consideration of the above premises, the parties
hereto hereby agree that on the Restatement Effective Date (as defined below)
the Existing Credit Agreement shall be amended and restated in its entirety as
follows:

            The parties hereto hereby agree as follows:

                             ARTICLE I DEFINITIONS

            1.1. Defined Terms. As used in this Agreement, the terms listed in
this Section 1.1 shall have the respective meanings set forth in this Section
1.1.

            "ABR": for any day, a rate per annum (rounded upwards, if necessary,
to the next 1/100th of 1%) equal to the greater of (a) the Prime Rate in effect
on such day and (b) the Federal Funds Effective Rate in effect on such day plus
1/2 of 1%. Any change in the ABR due to a change in the Prime Rate or the
Federal Funds Effective Rate shall be effective as of the opening of business on
the effective day of such change in the Prime Rate or the Federal Funds
Effective Rate, respectively.

            "ABR Loans": Loans the rate of interest applicable to which is based
upon the ABR.
<PAGE>   7
                                                                               2


            "Accumulated Benefit Obligations":  the actuarial present value
of the accumulated benefit obligations under any Plan, calculated in a manner
consistent with Statement No. 87 of the Financial Accounting Standards Board.

            "Addendum":  an instrument, substantially in the form of
Exhibit D-1, by which a Lender consents to the amendment and restatement of
the Existing Credit Agreement pursuant hereto or becomes a party to this
Agreement as of the Restatement Effective Date.

            "Adjustment Date":  as defined in the Pricing Grid.

            "Administrative Agent":  as defined in the preamble hereto.

            "Affiliate": as to any Person, any other Person that, directly or
indirectly, is in control of, is controlled by, or is under common control with,
such Person. For purposes of this definition, "control" of a Person means the
power, directly or indirectly, either to (a) vote 10% or more of the securities
having ordinary voting power for the election of directors (or persons
performing similar functions) of such Person or (b) direct or cause the
direction of the management and policies of such Person, whether by contract or
otherwise.

            "Agents":  the collective reference to the Syndication Agent, the
Documentation Agents and the Administrative Agent.

            "Aggregate Exposure": with respect to any Lender at any time, an
amount equal to the sum of (a) the aggregate then unpaid principal amount of
such Lender's Term Loans, (b) the amount of such Lender's unutilized Tranche A
Incremental Term Commitments then in effect and (c) the amount of such Lender's
Revolving Commitment then in effect or, if the Revolving Commitments have been
terminated, the amount of such Lender's Revolving Extensions of Credit then
outstanding.

            "Aggregate Exposure Percentage":  with respect to any Lender at
any time, the ratio (expressed as a percentage) of such Lender's Aggregate
Exposure at such time to the Aggregate Exposure of all Lenders at such time.

            "Agreement":  this Credit Agreement, as amended, supplemented or
otherwise modified from time to time.

            "Annualized Asset Cash Flow Amount": with respect to any Disposition
of assets, an amount equal to the portion of Consolidated Operating Cash Flow
for the most recent Asset Disposition Test Period ending prior to the date of
such Disposition which was contributed by such assets multiplied by four.

            "Annualized Operating Cash Flow":  for any fiscal quarter, an
amount equal to Consolidated Operating Cash Flow for such period multiplied
by four.

            "Annualized Pro Forma Operating Cash Flow": an amount, determined on
any Disposition Date in connection with any proposed Disposition pursuant to
Section 7.5(e), equal to Consolidated Operating Cash Flow for the most recent
Asset Disposition Test Period
<PAGE>   8
                                                                               3


multiplied by four, calculated in the manner contemplated by Section 1.2(e) but
excluding the effect of such Disposition.

            "Applicable Margin": (a) with respect to Tranche A Term Loans,
Tranche B Term Loans, Revolving Loans and Swingline Loans, the per annum rates
determined in accordance with the Pricing Grid and (b) with respect to
Incremental Term Loans, such per annum rates as shall be agreed to by the
Borrower and the applicable Incremental Term Lenders as shown in the applicable
Increased Facility Activation Notice.

            "Application":  an application, in such form as the relevant
Issuing Lender may specify from time to time, requesting such Issuing Lender
to open a Letter of Credit.

            "Approved Fund": with respect to any Lender that is a fund that
invests in commercial loans, any other fund that invests in commercial loans and
is managed or advised by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

            "Asset Disposition Test Period":  as of any date of
determination, the most recent fiscal quarter as to which financial
statements have been delivered pursuant to Section 6.1.

            "Asset Sale": any Disposition of property or series of related
Dispositions of property (excluding (a) Exchanges pursuant to which no cash
consideration is received by the Borrower or any of its Subsidiaries and (b) any
such Disposition permitted by clause (a), (b), (c) or (d) of Section 7.5) that
yields gross cash proceeds to the Borrower or any of its Subsidiaries in excess
of $1,000,000.

            "Assignee": as defined in Section 10.6(c).

            "Assignment and Acceptance": an Assignment and Acceptance,
substantially in the form of Exhibit E.

            "Assignor":  as defined in Section 10.6(c).

            "Attributable Debt": in respect of a sale and leaseback transaction
entered into by Holdings, the Borrower or any of its Subsidiaries, at the time
of determination, the present value of the obligation of the lessee for net
rental payments during the remaining term of the lease included in such sale and
leaseback transaction including any period for which such lease has been
extended or may, at the sole option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP.

            "Authorizations": all filings, recordings and registrations with,
and all validations or exemptions, approvals, orders, authorizations, consents,
Licenses, certificates and permits from, the FCC, applicable public utilities
and other Governmental Authorities, including, without limitation, CATV
Franchises, FCC Licenses and Pole Agreements.

            "Available Revolving Commitment": as to any Revolving Lender at any
time, an amount equal to the excess, if any, of (a) such Lender's Revolving
Commitment then in effect over (b) such Lender's Revolving Extensions of Credit
then outstanding; provided, that in
<PAGE>   9
                                                                               4


calculating any Lender's Revolving Extensions of Credit for the purpose of
determining such Lender's Available Revolving Commitment pursuant to Section
2.6(a), the aggregate principal amount of Swingline Loans then outstanding shall
be deemed to be zero.

            "Benefitted Lender":  as defined in Section 10.7(a).

            "Board": the Board of Governors of the Federal Reserve System of the
United States (or any successor).

            "Borrower": as defined in the preamble hereto.

            "Borrowing Date": any Business Day specified by the Borrower as a
date on which the Borrower requests the relevant Lenders to make Loans
hereunder.

            "Budget": as defined in Section 6.2(c).

            "Business": as defined in Section 4.17(b).

            "Business Day": a day other than a Saturday, Sunday or other day on
which commercial banks in New York City or Houston, Texas are authorized or
required by law to close, provided, that with respect to notices and
determinations in connection with, and payments of principal and interest on,
Eurodollar Loans, such day is also a day for trading by and between banks in
Dollar deposits in the London, England interbank eurodollar market.

            "Capital Lease Obligations": as to any Person, the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP
and, for the purposes of this Agreement, the amount of such obligations at any
time shall be the capitalized amount thereof at such time determined in
accordance with GAAP.

"Cash Equivalents": (a) marketable direct obligations issued by, or
unconditionally guaranteed by, the United States government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one year from the date of acquisition; (b)
certificates of deposit, time deposits, eurodollar time deposits or overnight
bank deposits having maturities of six months or less from the date of
acquisition issued by any Lender or by any commercial bank organized under the
laws of the United States or any state thereof having combined capital and
surplus of not less than $500,000,000; (c) commercial paper of an issuer rated
at the time of acquisition at least A-1 by Standard & Poor's Ratings Services
("S&P") or P-1 by Moody's Investors Service, Inc. ("Moody's"), or carrying an
equivalent rating by a nationally recognized rating agency, if both of the two
named rating agencies cease publishing ratings of commercial paper issuers
generally, and maturing within six months from the date of acquisition; (d)
repurchase obligations of any Lender or of any commercial bank satisfying the
requirements of clause (b) of this definition, having a term of not more than 30
days, with respect to securities issued or fully guaranteed or insured by the
United States government; (e) securities with maturities of one year or less
from the date of acquisition issued or fully guaranteed by any state,
commonwealth or territory of the United States, by any political subdivision or
taxing authority of any such state, commonwealth
<PAGE>   10
                                                                               5


or territory of the United States, by any political subdivision or
taxing authority of any such state, commonwealth or territory or by any foreign
government, the securities of which state, commonwealth, territory, political
subdivision, taxing authority or foreign government (as the case may be) are
rated at the time of acquisition at least A by S&P or A by Moody's; (f)
securities with maturities of six months or less from the date of acquisition
backed by standby letters of credit issued by any Lender or any commercial bank
satisfying the requirements of clause (b) of this definition; or (g) shares of
money market mutual or similar funds which invest exclusively in assets
satisfying the requirements of clauses (a) through (f) of this definition.

            "CATV Franchise": collectively, with respect to the Borrower and its
Subsidiaries, (a) any franchise, license, permit, wire agreement or easement
granted by any political jurisdiction or unit or other local, state or federal
franchising authority (other than licenses, permits and easements not material
to the operations of a CATV System) pursuant to which such Person has the right
or license to operate a CATV System and (b) any law, regulation, ordinance,
agreement or other instrument or document setting forth all or any part of the
terms of any franchise, license, permit, wire agreement or easement described in
clause (a) of this definition.

            "CATV System": any cable distribution system owned or acquired by
the Borrower or any of its Subsidiaries which receives audio, video, digital,
other broadcast signals or information or telecommunications by cable, optical,
antennae, microwave or satellite transmission and which amplifies and transmits
such signals to customers of the Borrower or any of its Subsidiaries.

            "Charter Group": the collective reference to Charter Communications,
Inc., Charter Communications Holding Company, LLC, the Borrower and its
Subsidiaries, together with any member of the Paul Allen Group or any Affiliate
of any such member that, in each case, directly or indirectly owns Equity
Interests (determined on the basis of economic interests) in the Borrower or any
of its Subsidiaries. Notwithstanding the foregoing, no individual and no entity
organized for estate planning purposes shall be deemed to be a member of the
Charter Group.

            "Code": the Internal Revenue Code of 1986, as amended from time to
time.

            "Collateral": all property of the Loan Parties, now owned or
hereafter acquired, upon which a Lien is purported to be created by the
Guarantee and Collateral Agreement.

            "Commitment Fee Rate": the per annum rate determined in accordance
with the Pricing Grid.

            "Commonly Controlled Entity": an entity, whether or not
incorporated, that is under common control with the Borrower within the meaning
of Section 4001 of ERISA or is part of a group that includes the Borrower and
that is treated as a single employer under Section 414 of the Code.

            "Compliance Certificate":  a certificate duly executed by a
Responsible Officer substantially in the form of Exhibit B.

            "Conduit Lender": any special purpose corporation designated by any
Lender for the purpose of making Loans hereunder otherwise required to be made
by such Lender and
<PAGE>   11
                                                                               6


designated by such Lender in a written instrument, subject to the consent of the
Administrative Agent and the Borrower; provided, that the designation by any
Lender of a Conduit Lender shall not relieve the designating Lender of any of
its obligations to fund a Loan under this Agreement if, for any reason, its
Conduit Lender fails to fund any such Loan, and the designating Lender (and not
the Conduit Lender) shall have the sole right and responsibility to deliver all
consents and waivers required or requested under this Agreement with respect to
its Conduit Lender, and provided, further, that no Conduit Lender shall (a) be
entitled to receive any greater amount pursuant to Section 2.16, 2.17, 2.18 or
10.5 than the designating Lender would have been entitled to receive in respect
of the extensions of credit made by such Conduit Lender or (b) be deemed to have
any Tranche A Incremental Term Commitment or Revolving Commitment hereunder.

            "Conduit Participant": any trust, partnership, limited liability
company or other entity that (a) is organized under the laws of the United
States or any state thereof, (b) is engaged in making, purchasing or otherwise
investing in commercial loans in the ordinary course of its business and (c) is
organized, managed or sponsored by any Lender.

            "Confidential Information Memorandum": the collective reference to
(a) the Confidential Information Memorandum dated December 2000 and furnished to
certain of the Lenders in connection with the syndication of certain of the
Facilities prior to the Restatement Effective Date and (b) any other information
memorandum authorized by the Borrower to be distributed to one or more Lenders
or prospective Lenders in connection with any other syndication of any of the
Facilities (including in connection with any increase in the amount thereof).

            "Consideration": with respect to any Investment or Disposition, (a)
any cash or other property (valued at fair market value in the case of such
other property) paid or transferred in connection therewith, (b) the principal
amount of any Indebtedness assumed in connection therewith and (c) any letters
of credit, surety arrangements or security deposits posted in connection
therewith.

            "Consolidated Debt Service Coverage Ratio": as of the last day of
any period, the ratio of (a) Annualized Operating Cash Flow determined in
respect of the fiscal quarter ending on such day to (b) the sum of (i)
Consolidated Interest Expense for the period of four consecutive fiscal quarters
ending on such day and (ii) scheduled principal payments on Indebtedness of the
Borrower or any of its Subsidiaries for the period of four consecutive fiscal
quarters commencing immediately after such day (or, in the case of the Revolving
Facility, the excess, if any, of the Total Revolving Extensions of Credit
outstanding on such day over the amount of the Total Revolving Commitments
scheduled to be in effect at the end of such period of four consecutive fiscal
quarters); provided, however, that the final scheduled installment of principal
of the Tranche B Term Facility and the Incremental Term Facility shall be
excluded from the calculation of amounts under this clause (ii).

            "Consolidated Interest Coverage Ratio": as of the last day of any
period, the ratio of (a) Consolidated Operating Cash Flow for the period of four
consecutive fiscal quarters ending on such day to (b) Consolidated Interest
Expense for the period of four consecutive fiscal quarters ending on such day.
<PAGE>   12
                                                                               7


            "Consolidated Interest Expense": for any period, the sum of (a)
total cash interest expense (including that attributable to Capital Lease
Obligations) of the Borrower and its Subsidiaries for such period with respect
to all outstanding Indebtedness of the Borrower and its Subsidiaries (including
all commissions, discounts and other fees and charges owed with respect to
letters of credit and bankers' acceptance financing and net costs under Hedge
Agreements in respect of interest rates to the extent such net costs are
allocable to such period in accordance with GAAP) and (b) all Restricted
Payments made by the Borrower during such period in order to enable any of its
Affiliates to pay cash interest expense in respect of Indebtedness of such
Affiliate.

            "Consolidated Leverage Ratio":  as of the last day of any period,
the ratio of (a) Consolidated Total Debt on such day to (b) Annualized
Operating Cash Flow determined in respect of the fiscal quarter ending on
such day.

            "Consolidated Net Income": for any period, the consolidated net
income (or loss) of the Borrower and its Subsidiaries, determined on a
consolidated basis in accordance with GAAP; provided that, GAAP to the contrary
notwithstanding, there shall be excluded (a) the income (or deficit) of any
Person accrued prior to the date it becomes a Subsidiary of the Borrower or is
merged into or consolidated with the Borrower or any of its Subsidiaries, (b)
the income (or deficit) of any Person (other than a Subsidiary of the Borrower)
in which the Borrower or any of its Subsidiaries has an ownership interest,
except to the extent that any such income is actually received by the Borrower
or such Subsidiary in the form of dividends or similar distributions, (c) the
undistributed earnings of any Subsidiary of the Borrower (including any Excluded
Acquired Subsidiary) to the extent that the declaration or payment of dividends
or similar distributions by such Subsidiary is not at the time permitted by the
terms of any Contractual Obligation (other than under any Loan Document) or
Requirement of Law applicable to such Subsidiary and (d) whether or not
distributed, the income of any Non-Recourse Subsidiary.

            "Consolidated Operating Cash Flow": as applied to the Borrower and
its Subsidiaries, on a consolidated basis, in respect of any period, the sum of
the Consolidated Net Income for such period plus Consolidated Interest Expense,
depreciation, amortization, tax expense, distributions in respect of monitoring
fees paid (not to exceed $550,000 for any calendar year), deferred compensation
expenses, any expense for the split dollar life insurance policy in respect of
William Bresnan, including any finance expense with respect thereto, and other
non-cash or non-recurring expenses deducted in determining such Consolidated Net
Income; provided, that extraordinary gains or losses shall not be taken into
account in determining Consolidated Net Income for purposes of determining
Consolidated Operating Cash Flow, and gains or losses from the sale of assets
and investment activities shall be excluded from such calculation; and,
provided, further, that payments in respect of the redemption of management
participation units in the ordinary course of business shall be deemed to be a
non-recurring expense. For purposes of this Agreement, "Consolidated Operating
Cash Flow" of the Borrower shall not include as an addition or a deduction
losses associated with high speed data and telephony services up to an aggregate
amount of $15,000,000 for all periods prior to and including December 31, 2003.
<PAGE>   13
                                                                               8


            "Consolidated Total Debt": at any date, the aggregate principal
amount of all Indebtedness (other than any contingent obligations for standby
letters of credit entered into in the ordinary course of business such as in
lieu of bonds, security deposits and the like, not constituting L/C Obligations)
of the Borrower and its Subsidiaries at such date, determined on a consolidated
basis in accordance with GAAP.

            "Contractual Obligation":  as to any Person, any provision of any
debt or equity security issued by such Person or of any agreement, instrument
or other undertaking to which such Person is a party or by which it or any of
its property is bound.

            "Default": any of the events specified in Section 8, whether or not
any requirement for the giving of notice, the lapse of time, or both, has been
satisfied.

            "Default Rate": the rate referred to in Section 2.12(c).

            "Disposition": with respect to any property, any sale, lease (other
than leases in the ordinary course of business, including leases of excess
office space and fiber leases), sale and leaseback, assignment, conveyance,
transfer or other disposition thereof, including pursuant to an exchange for
other property. The terms "Dispose" and "Disposed of" shall have correlative
meanings.

            "Disposition Date": as defined in Section 7.5(e).

            "Documentation Agents":  as defined in the preamble hereto.

            "Dollars" and "$": dollars in lawful currency of the United States.

            "Domestic Subsidiary": any Subsidiary of the Borrower organized
under the laws of any jurisdiction within the United States.

            "Environmental Laws": any and all foreign, federal, state, local or
municipal laws, rules, orders, regulations, statutes, ordinances, codes,
decrees, requirements of any Governmental Authority or other Requirements of Law
(including common law) regulating, relating to or imposing liability or
standards of conduct concerning protection of human health or the environment,
as now or may at any time hereafter be in effect.

            "Equity Interests": any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation, any
and all classes of membership interests in a limited liability company, any and
all classes of partnership interests in a partnership and any and all other
equivalent ownership interests in a Person, and any and all warrants, rights or
options to purchase any of the foregoing.

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

            "Eurocurrency Reserve Requirements": for any day as applied to a
Eurodollar Loan, the aggregate (without duplication) of the maximum rates
(expressed as a decimal fraction) of reserve requirements in effect on such day
(including basic, supplemental, marginal
<PAGE>   14
                                                                               9


and emergency reserves under any regulations of the Board or other Governmental
Authority having jurisdiction with respect thereto) dealing with reserve
requirements prescribed for eurocurrency funding (currently referred to as
"Eurocurrency Liabilities" in Regulation D of the Board) maintained by a member
bank of the Federal Reserve System.

            "Eurodollar Base Rate": with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, the rate per annum determined
on the basis of the rate for deposits in Dollars for a period equal to such
Interest Period commencing on the first day of such Interest Period appearing on
Page 3750 of the Dow Jones Markets screen as of 11:00 A.M., London time, two
Business Days prior to the beginning of such Interest Period. In the event that
such rate does not appear on Page 3750 of the Dow Jones Markets screen (or
otherwise on such screen), the "Eurodollar Base Rate" shall be determined by
reference to such other comparable publicly available service for displaying
eurodollar rates as may be selected by the Administrative Agent or, in the
absence of such availability, by reference to the rate at which the
Administrative Agent is offered Dollar deposits at or about 10:00 A.M., Houston
time, two Business Days prior to the beginning of such Interest Period in the
interbank eurodollar market where its eurodollar and foreign currency and
exchange operations are then being conducted for delivery on the first day of
such Interest Period for the number of days comprised therein.

            "Eurodollar Loans":  Loans for which the applicable rate of
interest is based upon the Eurodollar Rate.

            "Eurodollar Rate": with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, a rate per annum determined for such day
in accordance with the following formula (rounded upward to the nearest 1/100th
of 1%):

                              Eurodollar Base Rate
                    ----------------------------------------
                    1.00 - Eurocurrency Reserve Requirements

            "Eurodollar Tranche": the collective reference to Eurodollar Loans
under a particular Facility the then current Interest Periods with respect to
all of which begin on the same date and end on the same later date (whether or
not such Loans shall originally have been made on the same day).

            "Event of Default":  any of the events specified in Section 8,
provided that any requirement for the giving of notice, the lapse of time, or
both, has been satisfied.

            "Exchange": any exchange of operating assets for other operating
assets in a Permitted Line of Business and, subject to the last sentence of this
definition, of comparable value and use to those assets being exchanged,
including exchanges involving the transfer or acquisition (or both transfer and
acquisition) of Equity Interests of a Person so long as 100% of the Equity
Interests of such Person are transferred or acquired, as the case may be. It is
understood that exchanges of the kind described above as to which a portion of
the consideration paid or received is in the form of cash shall nevertheless
constitute "Exchanges" for the purposes of this Agreement so long as the
aggregate consideration received by the Borrower and its Subsidiaries in
connection with such exchange represents fair market value for the assets and
cash being transferred by the Borrower and its Subsidiaries.
<PAGE>   15
                                       10



            "Exchange Excess Amount": as defined in Section 7.5(f).

            "Excluded Acquired Subsidiary": any Subsidiary described in Section
7.2(g) to the extent that the documentation governing the Indebtedness referred
to in said paragraph prohibits such Subsidiary from becoming a Subsidiary
Guarantor, but only so long as such Indebtedness remains outstanding.

            "Existing Credit Agreement": as defined in the recitals.

            "Existing Tranche A Term Loan": as defined in Section 2.1(a).

            "Existing Tranche B Term Loan": as defined in Section 2.1(a).

            "Facility": each of (a) the Tranche A Incremental Term Commitments
and the Tranche A Term Loans (the "Tranche A Term Facility"), (b) the Tranche B
Term Loans (the "Tranche B Term Facility"), (c) the Incremental Term Loans (the
"Incremental Term Facility") and (d) the Revolving Commitments and the
extensions of credit made thereunder (the "Revolving Facility").

            "FCC": the Federal Communications Commission and any successor
thereto.

            "FCC License": any community antenna relay service, broadcast
auxiliary license, earth station registration, business radio, microwave or
special safety radio service license issued by the FCC pursuant to the
Communications Act of 1934, as amended.

            "Federal Funds Effective Rate": for any day, the weighted average of
the rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average of the
quotations for the day of such transactions received by the Administrative Agent
from three federal funds brokers of recognized standing selected by it.

            "Flow-Through Entity": any Person that is not treated as a separate
tax paying entity for United States federal income tax purposes.

            "Foreign Subsidiary": any Subsidiary of the Borrower that is not a
Domestic Subsidiary.

            "Funding Office": the office of the Administrative Agent specified
in Section 10.2 or such other office as may be specified from time to time by
the Administrative Agent as its funding office by written notice to the Borrower
and the Lenders.

            "GAAP": generally accepted accounting principles in the United
States as in effect from time to time, except that for purposes of Section 7.1,
GAAP shall be determined on the basis of such principles in effect on the date
hereof and consistent with those used in the preparation of the most recent
audited financial statements delivered pursuant to Section 4.1. In the event
that any "Accounting Change" (as defined below) shall occur and such change
results in a change in the method of calculation of financial covenants,
standards or terms in this
<PAGE>   16
                                                                              11


Agreement, then the Borrower and the Administrative Agent agree to enter into
negotiations in order to amend such provisions of this Agreement so as to
equitably reflect such Accounting Changes with the desired result that the
criteria for evaluating the Borrower's financial condition shall be the same
after such Accounting Changes as if such Accounting Changes had not been made.
Until such time as such an amendment shall have been executed and delivered by
the Borrower, the Administrative Agent and the Majority Lenders, all financial
covenants, standards and terms in this Agreement shall continue to be calculated
or construed as if such Accounting Changes had not occurred. "Accounting
Changes" refers to changes in accounting principles required by the promulgation
of any rule, regulation, pronouncement or opinion by the Financial Accounting
Standards Board of the American Institute of Certified Public Accountants or, if
applicable, the SEC.

            "Governmental Authority": any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative functions of or
pertaining to government, any securities exchange and any self-regulatory
organization (including the National Association of Insurance Commissioners).

            "Guarantee and Collateral Agreement": the Guarantee and Collateral
Agreement executed and delivered by Holdings, the Borrower and each Subsidiary
Guarantor, substantially in the form of Exhibit A, as the same may be amended,
supplemented or otherwise modified from time to time.

            "Guarantee Obligation": as to any Person (the "guaranteeing
person"), any obligation of (a) the guaranteeing person or (b) another Person
(including any bank under any letter of credit) to induce the creation of which
the guaranteeing person has issued a reimbursement, counterindemnity or similar
obligation, in either case guaranteeing or in effect guaranteeing any
Indebtedness, leases, dividends or other obligations (the "primary obligations")
of any other third Person (the "primary obligor") in any manner, whether
directly or indirectly, including any obligation of the guaranteeing person,
whether or not contingent, (i) to purchase any such primary obligation or any
property constituting direct or indirect security therefor, (ii) to advance or
supply funds (1) for the purchase or payment of any such primary obligation or
(2) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, (iii) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation or (iv) otherwise to assure or hold
harmless the owner of any such primary obligation against loss in respect
thereof; provided, however, that the term "Guarantee Obligation" shall not
include endorsements of instruments for deposit or collection in the ordinary
course of business. The amount of any Guarantee Obligation of any guaranteeing
person shall be deemed to be the lower of (a) an amount equal to the stated or
determinable amount of the primary obligation in respect of which such Guarantee
Obligation is made and (b) the maximum amount for which such guaranteeing person
may be liable pursuant to the terms of the instrument embodying such Guarantee
Obligation, unless such primary obligation and the maximum amount for which such
guaranteeing person may be liable are not stated or determinable, in which case
the amount of such Guarantee Obligation shall be such guaranteeing person's
maximum reasonably anticipated liability in respect thereof as determined by the
Borrower in good faith.
<PAGE>   17
                                                                              12


            "Guarantors": the collective reference to Holdings and the
Subsidiary Guarantors.

            "Hedge Agreements": all interest rate swaps, caps or collar
agreements or similar arrangements dealing with interest rates or currency
exchange rates or the exchange of nominal interest obligations, either generally
or under specific contingencies.

            "Holdings": as defined in the preamble hereto, together with any
successor thereto pursuant to Section 7.4(e).

            "Holdings Debt": any Indebtedness of Holdings.

            "Increased Facility Activation Date": any Business Day on which any
Lender shall execute and deliver to the Administrative Agent an Increased
Facility Activation Notice pursuant to Section 2.1(c).

            "Increased Facility Activation Notice": a notice substantially in
the form of Exhibit D-3.

            "Increased Facility Closing Date": any Business Day designated as
such in an Increased Facility Activation Notice.

            "Incremental Term Facility": as defined in the definition of
"Facility".

            "Incremental Term Lenders": (a) on any Increased Facility Activation
Date relating to Incremental Term Loans, the Lenders signatory to the relevant
Increased Facility Activation Notice and (b) thereafter, each Lender that is a
holder of an Incremental Term Loan.

            "Incremental Term Loans": as defined in Section 2.1(a).

            "Incremental Term Maturity Date": with respect to the Incremental
Term Loans to be made pursuant to any Increased Facility Activation Notice, the
maturity date specified in such Increased Facility Activation Notice, which date
shall be a date at least six months after the final maturity of the Tranche B
Term Loans.

            "Indebtedness": of any Person at any date, without duplication, (a)
all indebtedness of such Person for borrowed money, (b) all obligations of such
Person for the deferred purchase price of property or services (other than
current trade payables incurred in the ordinary course of such Person's
business), (c) all obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments, (d) all indebtedness created or arising
under any conditional sale or other title retention agreement with respect to
property acquired by such Person (even though the rights and remedies of the
seller or lender under such agreement in the event of default are limited to
repossession or sale of such property), (e) all Capital Lease Obligations of
such Person, (f) all obligations of such Person, contingent or otherwise, as an
account party under acceptances, letters of credit, surety bonds or similar
arrangements, (g) the liquidation value of all redeemable preferred Equity
Interests of such Person, (h) all Guarantee Obligations of such Person in
respect of obligations of the kind referred to in clauses (a) through (g) above,
(i) all obligations of the kind referred to in clauses (a) through (h) above
secured by
<PAGE>   18
                                       13



(or for which the holder of such obligation has an existing right, contingent or
otherwise, to be secured by) any Lien on property (including accounts and
contract rights) owned by such Person, whether or not such Person has assumed or
become liable for the payment of such obligation, and (j) for the purposes of
Section 8(e) only, all obligations of such Person in respect of Hedge
Agreements. The Indebtedness of any Person shall include the Indebtedness of any
other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such
Person's ownership interest in or other relationship with such entity, except to
the extent the terms of such Indebtedness expressly provide that such Person is
not liable therefor.

            "Insolvency": with respect to any Multiemployer Plan, the condition
that such Plan is insolvent within the meaning of Section 4245 of ERISA.

            "Insolvent": pertaining to a condition of Insolvency.

            "Intellectual Property": the collective reference to all rights,
priorities and privileges relating to intellectual property, whether arising
under United States, multinational or foreign laws or otherwise, including
copyrights, copyright licenses, patents, patent licenses, trademarks, trademark
licenses, technology, know-how and processes, and all rights to sue at law or in
equity for any infringement or other impairment thereof, including the right to
receive all proceeds and damages therefrom.

            "Interest Payment Date": (a) as to any ABR Loan, the last day of
each March, June, September and December to occur while such Loan is outstanding
and the final maturity date of such Loan, (b) as to any Eurodollar Loan having
an Interest Period of three months or less, the last day of such Interest
Period, (c) as to any Eurodollar Loan having an Interest Period longer than
three months, each day that is three months, or a whole multiple thereof, after
the first day of such Interest Period and the last day of such Interest Period
and (d) as to any Loan (other than any Revolving Loan that is an ABR Loan and
any Swingline Loan), the date of any repayment or prepayment made in respect
thereof.

            "Interest Period": as to any Eurodollar Loan, (a) initially, the
period commencing on the borrowing or conversion date, as the case may be, with
respect to such Eurodollar Loan and ending one, two, three, six or, if consented
to by (which consent shall not be unreasonably withheld) each Lender under the
relevant Facility, nine or twelve months thereafter, as selected by the Borrower
in its notice of borrowing or notice of conversion, as the case may be, given
with respect thereto; and (b) thereafter, each period commencing on the last day
of the next preceding Interest Period applicable to such Eurodollar Loan and
ending one, two, three, six or, if consented to by (which consent shall not be
unreasonably withheld) each Lender under the relevant Facility, nine or twelve
months thereafter, as selected by the Borrower by irrevocable notice to the
Administrative Agent not less than three Business Days prior to the last day of
the then current Interest Period with respect thereto; provided that, all of the
foregoing provisions relating to Interest Periods are subject to the following:

            (i) if any Interest Period would otherwise end on a day that is not
      a Business Day, such Interest Period shall be extended to the next
      succeeding Business Day unless the result of such extension would be to
      carry such Interest Period into another calendar
<PAGE>   19
                                                                              14


      month in which event such Interest Period shall end on the immediately
      preceding Business Day;

            (ii) the Borrower may not select an Interest Period under a
      particular Facility that would extend beyond the Revolving Termination
      Date or beyond the date final payment is due on the Tranche A Term Loans,
      the Tranche B Term Loans or the relevant Incremental Term Loans, as the
      case may be;

            (iii) any Interest Period that begins on the last Business Day of a
      calendar month (or on a day for which there is no numerically
      corresponding day in the calendar month at the end of such Interest
      Period) shall end on the last Business Day of a calendar month; and

            (iv) the Borrower shall select Interest Periods so as not to require
      a payment or prepayment of any Eurodollar Loan during an Interest Period
      for such Loan.

            "Investments": as defined in Section 7.7.

            "Issuing Lender": each of the Administrative Agent and any other
Revolving Lender that has agreed in its sole discretion to act as an "Issuing
Lender" hereunder and that has been approved in writing by the Administrative
Agent as an "Issuing Lender" hereunder, in each case in its capacity as issuer
of any Letter of Credit.

            "L/C Commitment": $25,000,000.

            "L/C Fee Payment Date":  the last day of each March, June,
September and December and the last day of the Revolving Commitment Period.

            "L/C Obligations": at any time, an amount equal to the sum of (a)
the aggregate then undrawn and unexpired amount of the then outstanding Letters
of Credit and (b) the aggregate amount of drawings under Letters of Credit that
have not then been reimbursed pursuant to Section 3.5.

            "L/C Participants": with respect to any Letter of Credit, the
collective reference to all Revolving Lenders other than the Issuing Lender that
issued such Letter of Credit.

            "Lenders":  as defined in the preamble hereto; provided, that
unless the context otherwise requires, each reference herein to the Lenders
shall be deemed to include any Conduit Lender.

            "Letters of Credit":  as defined in Section 3.1(a).

            "License": as to any Person, any license, permit, certificate of
need, authorization, certification, accreditation, franchise, approval, or grant
of rights by any Governmental Authority or other Person necessary or appropriate
for such Person to own, maintain, or operate its business or property, including
FCC Licenses.
<PAGE>   20
                                                                              15


            "Lien": any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security
interest or any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including any conditional sale or
other title retention agreement and any capital lease having substantially the
same economic effect as any of the foregoing).

            "Loan": any loan made or held by any Lender pursuant to this
Agreement.

            "Loan Documents": this Agreement, the Reaffirmation Agreement, any
Notes and the Guarantee and Collateral Agreement.

            "Loan Parties": Holdings, the Borrower and each Subsidiary of the
Borrower that is a party to a Loan Document.

            "Majority Facility Lenders": with respect to any Facility, the
holders of 51% or more of the aggregate unpaid principal amount of the Term
Loans or the Total Revolving Extensions of Credit, as the case may be,
outstanding under such Facility (or, in the case of the Revolving Facility,
prior to any termination of the Revolving Commitments, the holders of 51% or
more of the Total Revolving Commitments).

            "Majority Lenders" shall mean, at any time, Lenders having 51% or
more of the aggregate principal amount of all of the following (a) the Tranche A
Term Loans then outstanding, (b) the Tranche B Term Loans then outstanding, (c)
the Incremental Term Loans, if any, then outstanding, and (d)(i) until such time
as the Revolving Commitments have been terminated or canceled, the Revolving
Commitments, and (ii) thereafter, the Revolving Extensions of Credit then
outstanding. For the purposes of this definition, any unutilized Tranche A
Incremental Term Commitments shall be deemed to have been borrowed as Tranche A
Term Loans.

            "Management Fee Agreement": Schedule 1 to the limited liability
company operating agreement of the Borrower, as such Schedule 1 may be amended,
replaced, supplemented or otherwise modified from time to time in accordance
with Section 7.8(d).

            "Material Adverse Effect": a material adverse effect on (a) the
business, property, operations or condition (financial or otherwise) of the
Borrower and its Subsidiaries taken as a whole or (b) the validity or
enforceability of any material provision of this Agreement or any of the other
Loan Documents or the rights or remedies of the Administrative Agent or the
Lenders hereunder or thereunder.

            "Materials of Environmental Concern": any gasoline or petroleum
(including crude oil or any fraction thereof) or petroleum products or any
hazardous or toxic substances, materials or wastes, defined or regulated as such
in or under any Environmental Law, including asbestos, polychlorinated biphenyls
and urea-formaldehyde insulation.

            "Michigan/New England": as defined in Section 5.1(b).

            "Multiemployer Plan": a Plan that is a multiemployer plan as defined
in Section 4001(a)(3) of ERISA.
<PAGE>   21
                                                                              16


            "Net Cash Proceeds": (a) in connection with any Asset Sale or any
Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents
(including any such proceeds received by way of deferred payment of principal
pursuant to a note or installment receivable or purchase price adjustment
receivable or otherwise, but only as and when received) of such Asset Sale or
Recovery Event, net of attorneys' fees, accountants' fees, investment banking
fees, amounts required to be applied to the repayment of Indebtedness secured by
a Lien expressly permitted hereunder on any asset that is the subject of such
Asset Sale or Recovery Event (other than any Lien pursuant to the Guarantee and
Collateral Agreement) and other customary fees and expenses actually incurred in
connection therewith and net of taxes paid or reasonably estimated to be payable
as a result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements) and (b) in connection with any
issuance or sale of Equity Interests or any incurrence of Indebtedness, the cash
proceeds received from such issuance or incurrence, net of attorneys' fees,
investment banking fees, accountants' fees, underwriting discounts and
commissions and other customary fees and expenses actually incurred in
connection therewith.

            "New Lender": as defined in Section 2.1(d).

            "New Lender Supplement": as defined in Section 2.1(d).

            "Non-Excluded Taxes": as defined in Section 2.17(a).

            "Non-Recourse Subsidiary": (a) any Subsidiary of the Borrower
created, acquired or activated by the Borrower or any of its Subsidiaries in
connection with any Investment made pursuant to Section 7.7(g) and designated as
such by the Borrower substantially concurrently with such creation, acquisition
or activation and (b) any Subsidiary of such designated Subsidiary, provided,
that (i) at no time shall any creditor of any such Subsidiary have any claim
(whether pursuant to a Guarantee Obligation, by operation of law or otherwise)
against the Borrower or any of its other Subsidiaries (other than another
Non-Recourse Subsidiary) in respect of any Indebtedness or other obligation of
any such Subsidiary (other than in respect of a non-recourse pledge of Equity
Interests in such Subsidiary); (ii) neither the Borrower nor any of its
Subsidiaries (other than another Non-Recourse Subsidiary) shall become a general
partner of any such Subsidiary; (iii) no default with respect to any
Indebtedness of any such Subsidiary (including any right which the holders
thereof may have to take enforcement action against any such Subsidiary) shall
permit (upon notice, lapse of time or both) any holder of any Indebtedness of
the Borrower or its other Subsidiaries (other than another Non-Recourse
Subsidiary) to declare a default on such other Indebtedness or cause the payment
thereof to be accelerated or payable prior to its final scheduled maturity; (iv)
no such Subsidiary shall own any Equity Interests of, or own or hold any Lien on
any property of, the Borrower or any other Subsidiary of the Borrower (other
than another Non-Recourse Subsidiary); (v) no Investments may be made in any
such Subsidiary by the Borrower or any of its Subsidiaries (other than another
Non-Recourse Subsidiary) except pursuant to Section 7.7(g); (vi) the Borrower
shall not directly own any Equity Interests in such Subsidiary; and (vii) at the
time of such designation, no Default or Event of Default shall have occurred and
be continuing or would result therefrom. It is understood that Non-Recourse
Subsidiaries shall be disregarded for the purposes of any calculation pursuant
to this Agreement relating to financial matters with respect to the Borrower.
<PAGE>   22
                                                                              17


            "Non-U.S. Lender": as defined in Section 2.17(d).

            "Notes": the collective reference to any promissory note evidencing
Loans.

            "Other Taxes": any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement or any other Loan Document.

            "Participant": as defined in Section 10.6(b).

            "Paul Allen Contributions": any capital contribution made by Paul G.
Allen or any of his Affiliates, directly or indirectly, to the Borrower or any
of its Subsidiaries.

            "Paul Allen Group": the collective reference to (a) Paul G. Allen,
(b) his estate, spouse, immediate family members and heirs and (c) any trust,
corporation, partnership or other entity, the beneficiaries, stockholders,
partners or other owners of which consist exclusively of Paul G. Allen or such
other Persons referred to in clause (b) above or a combination thereof.

            "PBGC": the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA (or any successor).

            "Permitted Line of Business": as defined in Section 7.14(a).

            "Person": an individual, partnership, corporation, limited liability
company, business trust, joint stock company, trust, unincorporated association,
joint venture, Governmental Authority or other entity of whatever nature.

            "Plan": at a particular time, any employee pension benefit plan
subject to the provisions of Title IV of ERISA or Section 412 of the Code or
Section 302 of ERISA or any welfare plan providing post-employment healthcare
benefits, and in respect of which the Borrower or a Commonly Controlled Entity
is (or, if such plan were terminated at such time, would under Section 4069 of
ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

            "Pole Agreement": any pole attachment agreement or underground
conduit use agreement entered into in connection with the operation of any CATV
System.

            "Pricing Grid": the pricing grid attached hereto as Annex A.

            "Prime Rate": the rate of interest per annum publicly announced from
time to time by the Administrative Agent or its relevant affiliate as its prime
rate in effect (the Prime Rate not being intended to be the lowest rate of
interest charged by the Administrative Agent or its relevant affiliate in
connection with extensions of credit to debtors).

            "Properties": as defined in Section 4.17(a).
<PAGE>   23
                                                                              18


            "Qualified Indebtedness": (a) with respect to a Qualified Parent
Company, any Indebtedness (i) which is issued in a Rule 144A private placement
or registered public offering, (ii) which is not held by any Affiliate of the
Borrower and (iii) as to which 100% of the Net Cash Proceeds thereof are used by
such Qualified Parent Company to make Investments in one or more of its
Subsidiaries engaged substantially in businesses of the type described in
Section 7.14(a) and/or to refinance (x) other Qualified Indebtedness or (y)
Indebtedness of the Borrower; and (b) with respect to an Affiliate of the
Borrower, any Indebtedness as to which 100% of the Net Cash Proceeds thereof
were contributed to the Borrower. Notwithstanding anything to the contrary in
this definition, "Qualified Indebtedness" shall in any event include the 11-7/8%
Senior Discount Notes due 2008 issued by CCV Holdings LLC and outstanding as of
the Restatement Effective Date.

            "Qualified Parent Company": Charter Communications Inc. or any of
its direct or indirect Subsidiaries, in each case provided that the Borrower
shall be a Subsidiary of such Person.

            "Reaffirmation Agreement": the Reaffirmation Agreement, dated as of
January 2, 2001, among Holdings, the Borrower, each Subsidiary Guarantor party
thereto and the Administrative Agent.

            "Recovery Event": any settlement of or payment in respect of any
property or casualty insurance claim or any condemnation proceeding relating to
any asset of the Borrower or any of its Subsidiaries.

            "Refunded Swingline Loans": as defined in Section 2.5(b).

            "Refunding Date": as defined in Section 2.5(c).

            "Register": as defined in Section 10.6(d).

            "Regulation U": Regulation U of the Board as in effect from time to
time.

            "Reimbursement Obligation": the obligation of the Borrower to
reimburse the relevant Issuing Lender pursuant to Section 3.5 for amounts drawn
under Letters of Credit.

            "Reinvestment Deadline": as defined in the definition of
"Reinvestment Notice".

            "Reinvestment Deferred Amount": with respect to any Reinvestment
Event, the aggregate Net Cash Proceeds received by the Borrower or any of its
Subsidiaries in connection therewith that are not applied to prepay the Term
Loans pursuant to Section 2.9(a) as a result of the delivery of a Reinvestment
Notice.

            "Reinvestment Event": any Asset Sale or Recovery Event in respect of
which the Borrower has delivered a Reinvestment Notice.

            "Reinvestment Notice": a written notice executed by a Responsible
Officer and delivered to the Administrative Agent within twelve months after any
Asset Sale or Recovery Event, stating that (a) no Event of Default has occurred
and is continuing, (b) the Borrower
<PAGE>   24
                                       19


(directly or indirectly through a Subsidiary) intends and expects to use all or
a specified portion of the Net Cash Proceeds of such Asset Sale or Recovery
Event to acquire assets useful in its business, on or prior to the earlier of
(i) the date that is eighteen months from the date of receipt of such Net Cash
Proceeds and (ii) the date on which such proceeds would be required to be
applied, or to be offered to be applied, to prepay, redeem or defease any
Indebtedness of the Borrower or any of its Affiliates (other than Indebtedness
under this Agreement) if not applied as described above (such earlier date, the
"Reinvestment Deadline"), and (c) such use will not require redemptions or
prepayments (or offers to make redemptions or prepayments) of any other
Indebtedness of the Borrower or any of its Affiliates.

            "Reinvestment Prepayment Amount": with respect to any Reinvestment
Event, the Reinvestment Deferred Amount relating thereto less any amount
expended prior to the relevant Reinvestment Prepayment Date to acquire assets
useful in the Borrower's business.

            "Reinvestment Prepayment Date": with respect to any Reinvestment
Event, the earlier of (a) the relevant Reinvestment Deadline and (b) the date on
which the Borrower shall have determined not to, or shall have otherwise ceased
to, acquire assets useful in the Borrower's business with all or any portion of
the relevant Reinvestment Deferred Amount.

            "Reorganization": with respect to any Multiemployer Plan, the
condition that such plan is in reorganization within the meaning of Section 4241
of ERISA.

            "Reportable Event": any of the events set forth in Section 4043(b)
of ERISA, other than those events as to which the thirty day notice period is
waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC
Reg. Section 4043.

            "Requirement of Law": as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

            "Responsible Officer": the chief executive officer, president or
chief financial officer of the Borrower, but in any event, with respect to
financial matters, any of the chief financial officer or any other financial
officer of the Borrower.

            "Restatement Effective Date": the date on which the conditions
precedent set forth in Section 5.1 shall have been satisfied, which date is
January 2, 2001.

            "Restatement Signing Date": the date on which the condition
described in Section 5.1(a)(ii) shall have been satisfied.

            "Restricted Payments": as defined in Section 7.6.

            "Revolving Aggregate Committed Amount": the sum of the Total
Revolving Commitments as in effect on the Restatement Effective Date and the
amount of any increases therein effected pursuant to Section 2.1(c).
<PAGE>   25
                                                                              20


            "Revolving Commitment": as to any Lender, the obligation of such
Lender, if any, to make Revolving Loans and participate in Swingline Loans and
Letters of Credit in an aggregate principal and/or face amount not to exceed the
amount set forth under the heading "Revolving Commitment" opposite such Lender's
name on Schedule 1.1 or in the Assignment and Acceptance or New Lender
Supplement pursuant to which such Lender became a party hereto, as the same may
be changed from time to time pursuant to the terms hereof. The amount of the
Total Revolving Commitments as of the Restatement Effective Date is
$450,000,000.

            "Revolving Commitment Period": the period from and including the
Restatement Effective Date to the Revolving Termination Date.

            "Revolving Extensions of Credit": as to any Revolving Lender at any
time, an amount equal to the sum of (a) the aggregate principal amount of all
Revolving Loans held by such Lender then outstanding, (b) such Lender's
Revolving Percentage of the L/C Obligations then outstanding and (c) such
Lender's Revolving Percentage of the aggregate principal amount of Swingline
Loans then outstanding.

            "Revolving Facility":  as defined in the definition of "Facility".

            "Revolving Lender": each Lender that has a Revolving Commitment or
that holds Revolving Extensions of Credit.

            "Revolving Loans": as defined in Section 2.1(b).

            "Revolving Percentage": as to any Revolving Lender at any time, the
percentage which such Lender's Revolving Commitment then constitutes of the
Total Revolving Commitments (or, at any time after the Revolving Commitments
shall have expired or terminated, the percentage which the aggregate principal
amount of such Lender's Revolving Loans then outstanding constitutes of the
aggregate principal amount of the Revolving Loans then outstanding).

            "Revolving Termination Date":  June 30, 2007.

            "SEC": the Securities and Exchange Commission, any successor thereto
and any analogous Governmental Authority.

            "Shell Subsidiary": any Subsidiary of the Borrower that is a "shell"
company having (a) assets (either directly or through any Subsidiary or other
Equity Interests) with an aggregate value not exceeding $10,000 and (b) no
operations.

            "Single Employer Plan": any Plan that is covered by Title IV of
ERISA, but that is not a Multiemployer Plan.

            "Solvent": when used with respect to any Person, means that, as of
any date of determination, (a) the amount of the "present fair saleable value"
of the assets of such Person will, as of such date, exceed the amount of all
"liabilities of such Person, contingent or otherwise", as of such date, as such
quoted terms are determined in accordance with applicable federal and state laws
governing determinations of the insolvency of debtors, (b) the present fair
<PAGE>   26
                                                                              21


saleable value of the assets of such Person will, as of such date, be greater
than the amount that will be required to pay the liability of such Person on its
debts as such debts become absolute and matured, (c) such Person will not have,
as of such date, an unreasonably small amount of capital with which to conduct
its business, and (d) such Person will be able to pay its debts as they mature.
For purposes of this definition, (i) "debt" means liability on a "claim", and
(ii) "claim" means any (x) right to payment, whether or not such a right is
reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y)
right to an equitable remedy for breach of performance if such breach gives rise
to a right to payment, whether or not such right to an equitable remedy is
reduced to judgment, fixed, contingent, matured or unmatured, disputed,
undisputed, secured or unsecured.

            "Specified Agents": the collective reference to the Administrative
Agent and the Syndication Agent.

            "Specified Change of Control": a "Change of Control" or any defined
term having a comparable purpose contained in the documentation governing any
Holdings Debt or any Specified Long-Term Indebtedness having an aggregate
outstanding principal amount in excess of $25,000,000.

            "Specified Holdings Subsidiary": each Subsidiary of Holdings other
than the Borrower and its Subsidiaries.

            "Specified Long-Term Indebtedness": any Indebtedness incurred
pursuant to Section 7.2(f).

            "Specified Subordinated Debt": any Indebtedness of the Borrower
issued directly or indirectly to Paul G. Allen or any of his Affiliates, so long
as such Indebtedness (a) qualifies as Specified Long-Term Indebtedness and (b)
has terms and conditions substantially identical to those set forth in Exhibit
H.

            "Subsidiary": as to any Person, a corporation, partnership, limited
liability company or other entity of which shares of stock or other ownership
interests having ordinary voting power (other than stock or such other ownership
interests having such power only by reason of the happening of a contingency) to
elect a majority of the board of directors or other managers of such
corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly, through one
or more intermediaries, or both, by such Person; provided, that Non-Recourse
Subsidiaries shall be deemed not to constitute "Subsidiaries" for the purposes
of this Agreement (other than the definition of "Non-Recourse Subsidiary").
Unless otherwise qualified, all references to a "Subsidiary" or to
"Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of
the Borrower.

            "Subsidiary Guarantor": each Subsidiary of the Borrower other than
any Foreign Subsidiary and any Excluded Acquired Subsidiary.
<PAGE>   27
                                                                              22


            "Swingline Commitment": the obligation of the Swingline Lender to
make Swingline Loans pursuant to Section 2.4 in an aggregate principal amount at
any one time outstanding not to exceed $25,000,000.

            "Swingline Lender":  Toronto Dominion (Texas), Inc., in its
capacity as the lender of Swingline Loans.

            "Swingline Loans": as defined in Section 2.4.

            "Swingline Participation Amount": as defined in Section 2.5.

            "Syndication Agent":  as defined in the preamble hereto.

            "Term Lenders": the collective reference to the Tranche A Term
Lenders, the Tranche B Term Lenders and the Incremental Term Lenders.

            "Term Loans": the collective reference to the Tranche A Term Loans,
the Tranche B Term Loans and the Incremental Term Loans.

            "Threshold Management Fee Date": any date on which, both before and
after giving pro forma effect to the payment of any previously deferred
management fees pursuant to Section 7.8(c) (including any Indebtedness incurred
in connection therewith), the Consolidated Interest Coverage Ratio, determined
in respect of the most recent period of four consecutive fiscal quarters for
which the relevant financial information is available, is greater than 2.25 to
1.0.

            "Threshold Transaction Date": any date on which, both before and
after giving pro forma effect to a particular transaction (including any
Indebtedness incurred in connection therewith), the Consolidated Interest
Coverage Ratio, determined in respect of the most recent period of four
consecutive fiscal quarters for which the relevant financial information is
available, is greater than 1.75 to 1.0.

            "Total Revolving Commitments": at any time, the aggregate amount of
the Revolving Commitments then in effect.

            "Total Revolving Extensions of Credit": at any time, the aggregate
amount of the Revolving Extensions of Credit of the Revolving Lenders
outstanding at such time.

            "Tranche A Aggregate Funded Amount": the sum of (i) the aggregate
principal amount of Existing Tranche A Term Loans outstanding on the Restatement
Effective Date, (ii) the aggregate principal amount of Tranche A Incremental
Term Loans made pursuant to Section 2.1(a) and (iii) the aggregate principal
amount of Tranche A Term Loans made pursuant to Section 2.1(c).

            "Tranche A Existing Incremental Term Commitment": as to any Tranche
A Term Lender, the obligation of such Lender (if any) to make Tranche A Existing
Incremental Term Loans to the Borrower hereunder in a principal amount not to
exceed the amount set forth under the heading "Tranche A Existing Incremental
Term Commitment" opposite such Lender's name
<PAGE>   28
                                       23


on Schedule 1.1 or in the Assignment and Acceptance pursuant to which such
Lender became a party hereto, as the same may be changed from time to time
pursuant to the terms hereof. The remaining aggregate amount of the Tranche A
Existing Incremental Term Commitments as of the Restatement Effective Date is
$17,000,000.

            "Tranche A Existing Incremental Term Commitment Termination
Date":  as defined in Section 2.1(a).

            "Tranche A Existing Incremental Term Lender": each Lender that has a
Tranche A Existing Incremental Term Commitment or is the holder of a Tranche A
Existing Incremental Term Loan.

            "Tranche A Existing Incremental Term Loan": as defined in Section
2.1(a).

            "Tranche A Incremental Term Commitment": any Tranche A Existing
Incremental Term Commitment or Tranche A New Incremental Term Commitment.

            "Tranche A Incremental Term Commitment Termination Date": as
applicable, the Tranche A Existing Incremental Term Commitment Termination Date
or the Tranche A New Incremental Term Commitment Termination Date.

            "Tranche A Incremental Term Lender": each Lender that has a Tranche
A Incremental Term Commitment or is the holder of a Tranche A Incremental Term
Loan.

            "Tranche A Incremental Term Loan": any Tranche A Existing
Incremental Term Loan or Tranche A New Incremental Term Loan.

            "Tranche A New Incremental Term Commitment": as to any Tranche A
Term Lender, the obligation of such Lender (if any) to make Tranche A New
Incremental Term Loans to the Borrower hereunder in a principal amount not to
exceed the amount set forth under the heading "Tranche A New Incremental Term
Commitment" opposite such Lender's name on Schedule 1.1 or in the Assignment and
Acceptance pursuant to which such Lender became a party hereto, as the same may
be changed from time to time pursuant to the terms hereof. The original
aggregate amount of the Tranche A New Incremental Term Commitments is
$97,000,000.

            "Tranche A New Incremental Term Commitment Termination Date": as
defined in Section 2.1(a).

            "Tranche A New Incremental Term Lender": each Lender that has a
Tranche A New Incremental Term Commitment or is the holder of a Tranche A New
Incremental Term Loan.

            "Tranche A New Incremental Term Loan": as defined in Section 2.1(a).

            "Tranche A Term Facility": as defined in the definition of
"Facility".
<PAGE>   29
                                                                              24


            "Tranche A Term Lender": each Lender that has a Tranche A
Incremental Term Commitment or is the holder of a Tranche A Term Loan.

            "Tranche A Term Loan":  as defined in Section 2.1(a).

            "Tranche A Term Percentage": as to any Tranche A Term Lender at any
time, the percentage which the aggregate principal amount of such Lender's
Tranche A Term Loans then outstanding constitutes of the aggregate principal
amount of all Tranche A Term Loans then outstanding.

            "Tranche B Aggregate Funded Amount": the aggregate principal amount
of Tranche B Term Loans outstanding on the Restatement Effective Date after
giving effect to any borrowing under the Tranche B Incremental Term Commitment.

            "Tranche B Incremental Term Commitment": as to any Tranche B Term
Lender, the obligation of such Lender (if any) to make a Tranche B Term Loan to
the Borrower hereunder on the Restatement Effective Date in a principal amount
not to exceed the amount set forth under the heading "Tranche B Incremental Term
Commitment" opposite such Lender's name on Schedule 1.1 or in the Assignment and
Acceptance pursuant to which such Lender became a party hereto, as the same may
be changed from time to time pursuant to the terms hereof. The original
aggregate amount of the Tranche B Incremental Term Commitments is $203,000,000.

            "Tranche B Term Facility": as defined in the definition of
"Facility".

            "Tranche B Term Lender": each Lender that holds a Tranche B Term
Loan.

            "Tranche B Term Loan": as defined in Section 2.1(a).

            "Tranche B Term Percentage": as to any Tranche B Term Lender at any
time, the percentage which the aggregate principal amount of such Lender's
Tranche B Term Loans then outstanding constitutes of the aggregate principal
amount of all Tranche B Term Loans then outstanding.

            "Transferee": any Assignee or Participant.

            "Type": as to any Loan, its nature as an ABR Loan or a Eurodollar
Loan.

            "United States": the United States of America.

            "Wholly Owned Subsidiary": as to any Person, any other Person all of
the Equity Interests of which (other than directors' qualifying shares required
by law) are owned by such Person directly or through other Wholly Owned
Subsidiaries or a combination thereof.

            "Wholly Owned Subsidiary Guarantor":  any Subsidiary Guarantor
that is a Wholly Owned Subsidiary of the Borrower.
<PAGE>   30
                                       25



            1.2. Other Definitional Provisions; Pro Forma Calculations. (a)
Unless otherwise specified therein, all terms defined in this Agreement shall
have the defined meanings when used in the other Loan Documents or any
certificate or other document made or delivered pursuant hereto or thereto.

            (b) As used herein and in the other Loan Documents, and any
certificate or other document made or delivered pursuant hereto or thereto, (i)
accounting terms relating to Holdings, the Borrower and its Subsidiaries not
defined in Section 1.1 and accounting terms partly defined in Section 1.1, to
the extent not defined, shall have the respective meanings given to them under
GAAP, (ii) the words "include", "includes" and "including" shall be deemed to be
followed by the phrase "without limitation", (iii) the word "incur" shall be
construed to mean incur, create, issue, assume, become liable in respect of or
suffer to exist (and the words "incurred" and "incurrence" shall have
correlative meanings), and (iv) the words "asset" and "property" shall be
construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, Equity Interests,
securities, revenues, accounts, leasehold interests, contract rights and any
other "assets" as such term is defined under GAAP.

            (c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
Schedule and Exhibit references are to this Agreement unless otherwise
specified.

            (d) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

            (e) For the purposes of calculating Annualized Operating Cash Flow,
Annualized Pro Forma Operating Cash Flow, Consolidated Operating Cash Flow and
Consolidated Interest Expense for any period (a "Test Period"), (i) if at any
time from the period (a "Pro Forma Period") commencing on the second day of such
Test Period and ending on the last day of such Test Period (or, in the case of
any pro forma calculation made pursuant hereto in respect of a particular
transaction, ending on the date such transaction is consummated and, unless
otherwise expressly provided herein, after giving effect thereto), the Borrower
or any Subsidiary shall have made any Material Disposition (as defined below),
the Consolidated Operating Cash Flow for such Test Period shall be reduced by an
amount equal to the Consolidated Operating Cash Flow (if positive) attributable
to the property which is the subject of such Material Disposition for such Test
Period or increased by an amount equal to the Consolidated Operating Cash Flow
(if negative) attributable thereto for such Test Period, and Consolidated
Interest Expense for such Test Period shall be reduced by an amount equal to the
Consolidated Interest Expense for such Test Period attributable to any
Indebtedness of the Borrower or any Subsidiary repaid, repurchased, defeased or
otherwise discharged with respect to the Borrower and its Subsidiaries in
connection with such Material Disposition (or, if the Equity Interests of any
Subsidiary are sold, the Consolidated Interest Expense for such Test Period
directly attributable to the Indebtedness of such Subsidiary to the extent the
Borrower and its continuing Subsidiaries are no longer liable for such
Indebtedness after such Disposition); (ii) if during such Pro Forma Period the
Borrower or any Subsidiary shall have made a Material Acquisition (as defined
below), Consolidated Operating Cash Flow and Consolidated Interest
<PAGE>   31
                                                                              26


Expense for such Test Period shall be calculated after giving pro forma effect
thereto (including the incurrence or assumption of any Indebtedness in
connection therewith) as if such Material Acquisition (and the incurrence or
assumption of any such Indebtedness) occurred on the first day of such Test
Period; (iii) if during such Pro Forma Period any Person that subsequently
became a Subsidiary or was merged with or into the Borrower or any Subsidiary
since the beginning of such Pro Forma Period shall have entered into any
disposition or acquisition transaction that would have required an adjustment
pursuant to clause (i) or (ii) above if made by the Borrower or a Subsidiary
during such Pro Forma Period, Consolidated Operating Cash Flow and Consolidated
Interest Expense for such Test Period shall be calculated after giving pro forma
effect thereto as if such transaction occurred on the first day of such Test
Period; and (iv) in the case of determinations in connection with transactions
involving the incurrence of Indebtedness, Consolidated Interest Expense shall be
calculated after giving pro forma effect thereto (and all other incurrences of
Indebtedness during such Pro Forma Period) as if such Indebtedness was incurred
on the first day of such Test Period. For the purposes of this paragraph, pro
forma calculations regarding the amount of income or earnings relating to any
Material Disposition or Material Acquisition and the amount of Consolidated
Interest Expense associated with any discharge or incurrence of Indebtedness
shall in each case be determined in good faith by a Responsible Officer of the
Borrower. If any Indebtedness bears a floating rate of interest and the
incurrence or assumption thereof is being given pro forma effect, the interest
expense on such Indebtedness shall be calculated as if the rate in effect on the
last day of the relevant Pro Forma Period had been the applicable rate for the
entire relevant Test Period (taking into account any interest rate protection
agreement applicable to such Indebtedness if such interest rate protection
agreement has a remaining term in excess of 12 months). As used in this Section
1.2(e), "Material Acquisition" means any acquisition of property or series of
related acquisitions of property that (i) constitutes assets comprising all or
substantially all of an operating unit of a business or constitutes all or
substantially all of the Equity Interests of a Person and (ii) involves the
payment of Consideration by the Borrower and its Subsidiaries in excess of
$1,000,000; and "Material Disposition" means any Disposition of property or
series of related Dispositions of property that yields gross proceeds to the
Borrower or any of its Subsidiaries in excess of $1,000,000.

            (f) In the event that, during the period between the Restatement
Signing Date and the Restatement Effective Date, any changes are made in the
organizational structure of the Borrower and its Affiliates that are otherwise
permitted by this Agreement, appropriate changes to the definitions and other
provisions hereof and of the other Loan Documents reflecting such changes may be
made with the approval of the Administrative Agent.

                   ARTICLE II AMOUNT AND TERMS OF COMMITMENTS

            2.1. Commitments; Increases in the Tranche A Term Facility and the
Revolving Facility; Incremental Term Loans. (a) Subject to the terms and
conditions hereof, (i) each Tranche A Term Lender severally agrees to, as
applicable (x) maintain hereunder its outstanding term loan referred to as
"Tranche A Term Loans" in the Existing Credit Agreement (each, an "Existing
Tranche A Term Loan"), (y) make one or more incremental term loans to the
Borrower in an amount not to exceed the amount of the Tranche A Existing
Incremental Term Commitment of such Lender (each, a "Tranche A Existing
Incremental Term Loan") and (z) make one or more incremental term loans to the
Borrower in an amount not to exceed the
<PAGE>   32
                                                                              27


amount of the Tranche A New Incremental Term Commitment of such Lender (each, a
"Tranche A New Incremental Term Loan" and, together with the Existing Tranche A
Term Loans and the Tranche A Existing Incremental Term Loans, each a "Tranche A
Term Loan"), (ii) each Tranche B Term Lender severally agrees to, as applicable
(x) maintain hereunder its term loan referred to as a "Tranche B Term Loan"
(each, an "Existing Tranche B Term Loan") in the Existing Credit Agreement and
(y) make an incremental term loan to the Borrower in an amount not to exceed the
amount of the Tranche B Incremental Term Commitment of such Lender (each, an
"Incremental Tranche B Term Loan"; together with the Existing Tranche B Term
Loans, the "Tranche B Term Loans") and (iii) each Incremental Term Lender
severally agrees to make one or more term loans (each, an "Incremental Term
Loan") to the extent provided in Section 2.1(c). The Term Loans may from time to
time be Eurodollar Loans or ABR Loans, as determined by the Borrower and
notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
Tranche A Existing Incremental Term Loans may be made on one date during the
period from the Restatement Effective Date through February 14, 2001 (the
"Tranche A Existing Incremental Term Commitment Termination Date"). Tranche A
New Incremental Term Loans may be made on up to four dates during the period
from the Restatement Effective Date through the first anniversary of the
Restatement Effective Date (the "Tranche A New Incremental Term Commitment
Termination Date"); provided that 50% of the Tranche A New Incremental Term
Commitments shall be utilized prior to the six-month anniversary of the
Restatement Effective Date. The relevant Tranche A Incremental Term Commitments
shall be permanently reduced on the date of any borrowing thereunder by the
amount of such borrowing, and shall automatically terminate on the relevant
Tranche A Incremental Term Commitment Termination Date.

             (b) Subject to the terms and conditions hereof, each Revolving
Lender severally agrees to make revolving credit loans ("Revolving Loans") to
the Borrower from time to time during the Revolving Commitment Period in an
aggregate principal amount at any one time outstanding which, when added to such
Lender's Revolving Percentage of the sum of (i) the L/C Obligations then
outstanding and (ii) the aggregate principal amount of the Swingline Loans then
outstanding, does not exceed the amount of such Lender's Revolving Commitment.
If at any time the aggregate outstanding Revolving Extensions of Credit exceed
$25,000,000, then Tranche A Incremental Term Loans shall be drawn until all of
the Tranche A Incremental Term Commitments have been fully utilized. During the
Revolving Commitment Period the Borrower may use the Revolving Commitments by
borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing,
all in accordance with the terms and conditions hereof. The Revolving Loans may
from time to time be Eurodollar Loans or ABR Loans, as determined by the
Borrower and notified to the Administrative Agent in accordance with Sections
2.2 and 2.10.

            (c) The Borrower and any one or more Lenders (including New Lenders)
may from time to time agree that such Lenders shall make, obtain or increase the
amount of their Tranche A Term Loans, Incremental Term Loans or Revolving
Commitments, as applicable, by executing and delivering to the Administrative
Agent an Increased Facility Activation Notice specifying (i) the amount of such
increase and the Facility or Facilities involved, (ii) the applicable Increased
Facility Closing Date and (iii) in the case of Incremental Term Loans, (x) the
applicable Incremental Term Maturity Date, (y) the amortization schedule for
such Incremental Term Loans, which shall comply with Section 2.3, and (z) the
Applicable Margin for such Incremental Term Loans. Notwithstanding the
foregoing, without the consent of the Majority Lenders, (i) the aggregate amount
of borrowings of Incremental Term Loans shall not
<PAGE>   33
                                                                              28


exceed an amount equal to (w) $300,000,000 plus (x) the aggregate principal
amount of optional prepayments of Term Loans made pursuant to Section 2.8 or
optional reductions of the Revolving Commitments pursuant to Section 2.7
(provided that the amount described in this clause (x) shall not exceed
$100,000,000) minus (y) the aggregate amount of incremental Tranche A Term Loans
or incremental Revolving Commitments obtained pursuant to this paragraph, (ii)
the aggregate amount of incremental Tranche A Term Loans and incremental
Revolving Commitments obtained pursuant to this paragraph shall not exceed
$150,000,000, (iii) incremental Tranche A Term Loans may not be made on or after
March 31, 2002, (iv) incremental Revolving Commitments may not be obtained on or
after March 31, 2002, (v) each increase effected pursuant to this paragraph
shall be in a minimum amount of at least $50,000,000 and (vi) no more than four
Increased Facility Closing Dates may be selected by the Borrower after the
Restatement Effective Date. No Lender shall have any obligation to participate
in any increase described in this paragraph unless it agrees to do so in its
sole discretion.

            (d) Any additional bank, financial institution or other entity
which, with the consent of the Borrower and the Administrative Agent (which
consent shall not be unreasonably withheld), elects to become a "Lender" under
this Agreement in connection with any transaction described in Section 2.1(c)
shall execute a New Lender Supplement (each, a "New Lender Supplement"),
substantially in the form of Exhibit D-2, whereupon such bank, financial
institution or other entity (a "New Lender") shall become a Lender for all
purposes and to the same extent as if originally a party hereto and shall be
bound by and entitled to the benefits of this Agreement.

            (e) Unless otherwise agreed by the Administrative Agent, on each
Increased Facility Closing Date (other than in respect of Incremental Term
Loans), the Borrower shall borrow Tranche A Term Loans under the increased
Tranche A Term Facility, or shall borrow Revolving Loans under the increased
Revolving Commitments, as the case may be, from each Lender participating in the
relevant increase in an amount determined by reference to the amount of each
Type of Loan (and, in the case of Eurodollar Loans, of each Eurodollar Tranche)
which would then have been outstanding from such Lender if (i) each such Type or
Eurodollar Tranche had been borrowed or effected on such Increased Facility
Closing Date and (ii) the aggregate amount of each such Type or Eurodollar
Tranche requested to be so borrowed or effected had been proportionately
increased. The Eurodollar Base Rate applicable to any Eurodollar Loan borrowed
pursuant to the preceding sentence shall equal the Eurodollar Base Rate then
applicable to the Eurodollar Loans of the other Lenders in the same Eurodollar
Tranche (or, until the expiration of the then-current Interest Period, such
other rate as shall be agreed upon between the Borrower and the relevant
Lender).

            2.2. Procedure for Borrowing. In order to effect a borrowing
hereunder, the Borrower shall give the Administrative Agent irrevocable notice
(which notice must be received by the Administrative Agent prior to 12:00 Noon,
Houston time, (a) three Business Days prior to the requested Borrowing Date, in
the case of Eurodollar Loans, or (b) one Business Day prior to the requested
Borrowing Date, in the case of ABR Loans), specifying (i) the Facility under
which such Loan is to be borrowed, (ii) the amount and Type of Loans to be
borrowed, (iii) the requested Borrowing Date and (iv) in the case of Eurodollar
Loans, the respective amounts of each such Type of Loan and the respective
lengths of the initial Interest Period therefor. Any
<PAGE>   34
                                                                              29


Loans made on the Restatement Effective Date shall initially be ABR Loans. Each
borrowing shall be in an aggregate amount equal to (x) in the case of ABR Loans,
$5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then
aggregate Available Revolving Commitments are less than $5,000,000, such lesser
amount) and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple
of $1,000,000 in excess thereof; provided, that the Swingline Lender may
request, on behalf of the Borrower, borrowings under the Revolving Commitments
that are ABR Loans in other amounts pursuant to Section 2.5. Upon receipt of any
such notice from the Borrower, the Administrative Agent shall promptly notify
each relevant Lender thereof. Each relevant Lender will make the amount of its
pro rata share of each borrowing available to the Administrative Agent for the
account of the Borrower at the Funding Office prior to 11:00 A.M., Houston time,
on the Borrowing Date requested by the Borrower in funds immediately available
to the Administrative Agent. Such borrowing will then be made available not
later than 2:00 P.M., Houston time, to the Borrower by the Administrative Agent
crediting the account of the Borrower on the books of such office with the
aggregate of the amounts made available to the Administrative Agent by the
relevant Lenders and in like funds as received by the Administrative Agent.

            2.3. Repayment of Loans. (a) The Tranche A Term Loans of each
Tranche A Term Lender shall mature in 22 consecutive quarterly installments,
commencing on March 31, 2002, each of which shall be in an amount equal to such
Lender's Tranche A Term Percentage multiplied by the percentage of the Tranche A
Aggregate Funded Amount set forth below opposite such installment:

<TABLE>
<CAPTION>
                 Installment                 Percentage
                 -----------                 ----------
<S>                                          <C>
                 March 31, 2002                 2.5%
                 June 30, 2002                  2.5%
                 September 30, 2002             2.5%
                 December 31, 2002              2.5%
                 March 31, 2003                3.75%
                 June 30, 2003                 3.75%
                 September 30, 2003            3.75%
                 December 31, 2003             3.75%
                 March 31, 2004                3.75%
                 June 30, 2004                 3.75%
                 September 30, 2004            3.75%
                 December 31, 2004             3.75%
                 March 31, 2005                 5.0%
                 June 30, 2005                  5.0%
                 September 30, 2005             5.0%
                 December 31, 2005              5.0%
                 March 31, 2006                6.25%
                 June 30, 2006                 6.25%
                 September 30, 2006            6.25%
                 December 31, 2006             6.25%
                 March 31, 2007                 7.5%
                 June 30, 2007                  7.5%
</TABLE>
<PAGE>   35
                                       30



            (b) The Tranche B Term Loans of each Tranche B Term Lender shall
mature in 25 consecutive quarterly installments (each due on the last day of
each calendar quarter, except for the last such installment), commencing on
March 31, 2002, each of which shall be in an amount equal to such Lender's
Tranche B Term Percentage multiplied by (i) in the case of the first 24 such
installments, 0.25% of the Tranche B Aggregate Funded Amount and (ii) in the
case of the last such installment (which shall be due on February 2, 2008),
94.0% of the Tranche B Aggregate Funded Amount.

            (c) The Incremental Term Loans of each Incremental Term Lender shall
mature in consecutive installments (which shall be no more frequent than
quarterly) as specified in the Increased Facility Activation Notice pursuant to
which such Incremental Term Loans were made, provided that, prior to the date
that is six months after the final maturity of the Tranche B Term Loans, the
aggregate amount of such installments for any four consecutive fiscal quarters
shall not exceed 1% of the aggregate principal amount of such Incremental Term
Loans on the date such Loans were first made.

            (d) The Total Revolving Commitments shall be permanently reduced on
each of the dates set forth below by an aggregate amount equal to the percentage
of the Revolving Aggregate Committed Amount set forth opposite such date:

<TABLE>
<CAPTION>
                Date                          Percentage
                ----                          ----------
<S>                                           <C>
                March 31, 2002                   2.5%
                June 30, 2002                    2.5%
                September 30, 2002               2.5%
                December 31, 2002                2.5%
                March 31, 2003                  3.75%
                June 30, 2003                   3.75%
                September 30, 2003              3.75%
                December 31, 2003               3.75%
                March 31, 2004                  3.75%
                June 30, 2004                   3.75%
                September 30, 2004              3.75%
                December 31, 2004               3.75%
                March 31, 2005                   5.0%
                June 30, 2005                    5.0%
                September 30, 2005               5.0%
                December 31, 2005                5.0%
                March 31, 2006                  6.25%
                June 30, 2006                   6.25%
                September 30, 2006              6.25%
                December 31, 2006               6.25%
                March 31, 2007                   7.5%
                June 30, 2007                    7.5%
</TABLE>

            (e) Any reduction or termination of the Revolving Commitments
pursuant to this Section 2.3 shall be accompanied by prepayment of the Revolving
Loans and/or Swingline Loans to the extent that the Total Revolving Extensions
of Credit exceed the amount of the Total
<PAGE>   36
                                       31


Revolving Commitments after giving effect thereto, provided that if the
aggregate principal amount of Revolving Loans and Swingline Loans then
outstanding is less than the amount of such excess (because L/C Obligations
constitute a portion thereof), the Borrower shall, to the extent of the balance
of such excess, replace outstanding Letters of Credit and/or deposit an amount
in cash in a cash collateral account established with the Administrative Agent
for the benefit of the Lenders on terms and conditions satisfactory to the
Administrative Agent. The application of any prepayment pursuant to this
paragraph shall be made, first, to ABR Loans and, second, to Eurodollar Loans.
Each prepayment of the Loans under this paragraph (other than ABR Loans and
Swingline Loans) shall be accompanied by accrued interest to the date of such
prepayment on the amount prepaid.

            2.4. Swingline Commitment. Subject to the terms and conditions
hereof, the Swingline Lender agrees to make a portion of the credit otherwise
available to the Borrower under the Revolving Commitments from time to time
during the Revolving Commitment Period by making swingline loans ("Swingline
Loans") to the Borrower; provided that (a) the aggregate principal amount of
Swingline Loans outstanding at any time shall not exceed the Swingline
Commitment then in effect (notwithstanding that the Swingline Loans outstanding
at any time, when aggregated with the Swingline Lender's other outstanding
Revolving Loans hereunder, may exceed the Swingline Commitment then in effect)
and (b) the Borrower shall not request, and the Swingline Lender shall not make,
any Swingline Loan if, after giving effect to the making of such Swingline Loan,
the aggregate amount of the Available Revolving Commitments would be less than
zero. During the Revolving Commitment Period, the Borrower may use the Swingline
Commitment by borrowing, repaying and reborrowing, all in accordance with the
terms and conditions hereof. Swingline Loans shall be ABR Loans only.

            2.5. Procedure for Swingline Borrowing; Refunding of Swingline
Loans. (a) Whenever the Borrower desires that the Swingline Lender make
Swingline Loans it shall give the Swingline Lender irrevocable telephonic notice
confirmed promptly in writing (which telephonic notice must be received by the
Swingline Lender not later than 12:00 Noon, Houston time, on the proposed
Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested
Borrowing Date (which shall be a Business Day during the Revolving Commitment
Period). Each borrowing under the Swingline Commitment shall be in an amount
equal to $1,000,000 or a whole multiple of $500,000 in excess thereof. Not later
than 2:00 P.M., Houston time, on the Borrowing Date specified in a notice in
respect of Swingline Loans, the Swingline Lender shall make available to the
Administrative Agent at the Funding Office an amount in immediately available
funds equal to the amount of the Swingline Loan to be made by the Swingline
Lender. The Administrative Agent shall make the proceeds of such Swingline Loan
available to the Borrower on such Borrowing Date by depositing such proceeds in
the account of the Borrower with the Administrative Agent on such Borrowing Date
in immediately available funds.

            (b) The Swingline Lender, at any time and from time to time in its
sole and absolute discretion and in consultation with the Borrower (provided
that the failure to so consult shall not affect the ability of the Swingline
Lender to make the following request) may, on behalf of the Borrower (which
hereby irrevocably directs the Swingline Lender to act on its behalf), on one
Business Day's notice given by the Swingline Lender no later than 1:00 P.M.,
Houston time, request each Revolving Lender to make, and each Revolving Lender
hereby agrees to make, a
<PAGE>   37
                                                                              32


Revolving Loan, in an amount equal to such Revolving Lender's Revolving
Percentage of the aggregate amount of the Swingline Loans (the "Refunded
Swingline Loans") outstanding on the date of such notice, to repay the Swingline
Lender. Each Revolving Lender shall make the amount of such Revolving Loan
available to the Administrative Agent at the Funding Office in immediately
available funds, not later than 11:00 A.M., Houston time, one Business Day after
the date of such notice. The proceeds of such Revolving Loans shall be
immediately made available by the Administrative Agent to the Swingline Lender
for application by the Swingline Lender to the repayment of the Refunded
Swingline Loans. The Borrower irrevocably authorizes the Swingline Lender to
charge the Borrower's accounts with the Administrative Agent (up to the amount
available in each such account) in order to immediately pay the amount of such
Refunded Swingline Loans to the extent amounts received from the Revolving
Lenders are not sufficient to repay in full such Refunded Swingline Loans.

            (c) If prior to the time a Revolving Loan would have otherwise been
made pursuant to Section 2.5(b), one of the events described in Section 8(f)
shall have occurred and be continuing with respect to the Borrower or if for any
other reason, as determined by the Swingline Lender in its sole discretion,
Revolving Loans may not be made as contemplated by Section 2.5(b), each
Revolving Lender shall, on the date such Revolving Loan was to have been made
pursuant to the notice referred to in Section 2.5(b) (the "Refunding Date"),
purchase for cash an undivided participating interest in the then outstanding
Swingline Loans by paying to the Swingline Lender an amount (the "Swingline
Participation Amount") equal to (i) such Revolving Lender's Revolving Percentage
times (ii) the sum of the aggregate principal amount of Swingline Loans then
outstanding that were to have been repaid with such Revolving Loans.

            (d) Whenever, at any time after the Swingline Lender has received
from any Revolving Lender such Lender's Swingline Participation Amount, the
Swingline Lender receives any payment on account of the Swingline Loans, the
Swingline Lender will distribute to such Lender its Swingline Participation
Amount (appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such Lender's participating interest was outstanding
and funded and, in the case of principal and interest payments, to reflect such
Lender's pro rata portion of such payment if such payment is not sufficient to
pay the principal of and interest on all Swingline Loans then due); provided,
however, that in the event that such payment received by the Swingline Lender is
required to be returned, such Revolving Lender will return to the Swingline
Lender any portion thereof previously distributed to it by the Swingline Lender.

            (e) Each Revolving Lender's obligation to make the Loans referred to
in Section 2.5(b) and to purchase participating interests pursuant to Section
2.5(c) shall be absolute and unconditional and shall not be affected by any
circumstance, including (i) any setoff, counterclaim, recoupment, defense or
other right that such Revolving Lender or the Borrower may have against the
Swingline Lender, the Borrower or any other Person for any reason whatsoever;
(ii) the occurrence or continuance of a Default or an Event of Default or the
failure to satisfy any of the other conditions specified in Section 5; (iii) any
adverse change in the condition (financial or otherwise) of the Borrower; (iv)
any breach of this Agreement or any other Loan Document by the Borrower, any
other Loan Party or any other Revolving Lender; or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.
<PAGE>   38
                                                                              33


            2.6. Commitment Fees, etc. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Revolving Lender and each Tranche A
Incremental Term Lender a nonrefundable commitment fee for the period from and
including the Restatement Effective Date to the last day of the Revolving
Commitment Period or the date on which the Tranche A Incremental Term
Commitments have been fully utilized or terminated, as the case may be, computed
at the Commitment Fee Rate on the average daily amount of the Available
Revolving Commitment or the unutilized Tranche A Incremental Term Commitment, as
the case may be, of such Lender during the period for which payment is made,
payable quarterly in arrears on the last day of each March, June, September and
December and on the Revolving Termination Date or the date on which the Tranche
A Incremental Term Commitments have been fully utilized or terminated, as the
case may be, commencing on the first of such dates to occur after the date
hereof.

            (b) The Borrower agrees to pay to the Administrative Agent the fees
in the amounts and on the dates previously agreed to in writing by the Borrower
and the Administrative Agent.

            2.7. Termination or Reduction of Commitments. The Borrower shall
have the right, upon not less than three Business Days' notice to the
Administrative Agent, to terminate the Revolving Commitments or the Tranche A
Incremental Term Commitments or, from time to time, to reduce the amount of the
Revolving Commitments or the Tranche A Incremental Term Commitments; provided
that no such termination or reduction of Revolving Commitments shall be
permitted if, after giving effect thereto and to any prepayments of the
Revolving Loans and Swingline Loans made on the effective date thereof, the
Total Revolving Extensions of Credit would exceed the Total Revolving
Commitments. Any such reduction shall be in an amount equal to $10,000,000, or a
whole multiple of $1,000,000 in excess thereof, shall reduce permanently the
Revolving Commitments or the Tranche A Incremental Term Commitments, as the case
may be, then in effect and shall, in the case of the Revolving Commitments, be
applied pro rata to the scheduled reductions thereof.

            2.8. Optional Prepayments. The Borrower may at any time and from
time to time prepay the Loans, in whole or in part, without premium or penalty,
upon irrevocable notice delivered to the Administrative Agent at least three
Business Days prior thereto in the case of Eurodollar Loans and at least one
Business Day prior thereto in the case of ABR Loans, which notice shall specify
the date and amount of prepayment and whether the prepayment is of Eurodollar
Loans or ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day
other than the last day of the Interest Period applicable thereto, the Borrower
shall also pay any amounts owing pursuant to Section 2.18. Upon receipt of any
such notice the Administrative Agent shall promptly notify each relevant Lender
thereof. If any such notice is given, the amount specified in such notice shall
be due and payable on the date specified therein, together with (except in the
case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest
to such date on the amount prepaid. Partial prepayments of Term Loans and
Revolving Loans shall be in an aggregate principal amount of $5,000,000 or a
whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline
Loans shall be in an aggregate principal amount of $1,000,000 or a whole
multiple of $500,000 in excess thereof.
<PAGE>   39
                                                                              34


            2.9. Mandatory Prepayments. (a) If on any date the Borrower or any
of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or
Recovery Event then, (i) unless a Reinvestment Notice shall be delivered in
respect thereof, such Net Cash Proceeds shall be applied within two Business
Days after the deadline by which such Reinvestment Notice is otherwise required
to be delivered in respect of such Asset Sale or Recovery Event toward the
prepayment of the Term Loans (provided that the foregoing requirement shall not
apply to the first $10,000,000 of aggregate Net Cash Proceeds received after the
Restatement Effective Date) and (ii) on each Reinvestment Prepayment Date, an
amount equal to the Reinvestment Prepayment Amount with respect to the relevant
Reinvestment Event shall be applied toward the prepayment of the Term Loans.

            (b) The application of any prepayment pursuant to this Section 2.9
shall be made, first, to ABR Loans and, second, to Eurodollar Loans. Each
prepayment of the Loans under this Section 2.9 shall be accompanied by accrued
interest to the date of such prepayment on the amount prepaid.

            2.10. Conversion and Continuation Options. (a) The Borrower may
elect from time to time to convert Eurodollar Loans to ABR Loans by giving the
Administrative Agent at least three Business Days' prior irrevocable notice of
such election, provided that any such conversion of Eurodollar Loans may only be
made on the last day of an Interest Period with respect thereto. The Borrower
may elect from time to time to convert ABR Loans to Eurodollar Loans by giving
the Administrative Agent at least three Business Days' prior irrevocable notice
of such election (which notice shall specify the length of the initial Interest
Period therefor), provided that no ABR Loan may be converted into a Eurodollar
Loan when any Event of Default has occurred and is continuing. Upon receipt of
any such notice the Administrative Agent shall promptly notify each relevant
Lender thereof.

            (b) Any Eurodollar Loan may be continued as such upon the expiration
of the then current Interest Period with respect thereto by the Borrower giving
irrevocable notice to the Administrative Agent, in accordance with the
applicable provisions of the term "Interest Period" set forth in Section 1.1, of
the length of the next Interest Period to be applicable to such Loans, provided
that (i) no Eurodollar Loan may be continued as such when any Event of Default
has occurred and is continuing and (ii) if the Borrower shall fail to give any
required notice as described above in this paragraph, the relevant Eurodollar
Loans shall be automatically converted to Eurodollar Loans having a one-month
Interest Period on the last day of the then expiring Interest Period. Upon
receipt of any such notice the Administrative Agent shall promptly notify each
relevant Lender thereof.

            2.11. Limitations on Eurodollar Tranches. Notwithstanding anything
to the contrary in this Agreement, all borrowings, conversions and continuations
of Eurodollar Loans hereunder and all selections of Interest Periods hereunder
shall be in such amounts and be made pursuant to such elections so that, (a)
after giving effect thereto, the aggregate principal amount of the Eurodollar
Loans comprising each Eurodollar Tranche shall be equal to $10,000,000 or a
whole multiple of $1,000,000 in excess thereof and (b) no more than fifteen
Eurodollar Tranches shall be outstanding at any one time.
<PAGE>   40
                                                                              35


            2.12. Interest Rates and Payment Dates. (a) Each Eurodollar Loan
shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurodollar Rate determined for such day
plus the Applicable Margin.

            (b) Each ABR Loan shall bear interest at a rate per annum equal to
the ABR plus the Applicable Margin.

            (c) (i) If all or a portion of the principal amount of any Loan or
Reimbursement Obligation shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), all outstanding Loans and Reimbursement
Obligations (whether or not overdue) shall bear interest at a rate per annum
equal to (x) in the case of the Loans, the rate that would otherwise be
applicable thereto pursuant to the foregoing provisions of this Section plus 2%
or (y) in the case of Reimbursement Obligations, the rate applicable to ABR
Loans under the Revolving Facility plus 2%, and (ii) if all or a portion of any
interest payable on any Loan or Reimbursement Obligation or any commitment fee
or other amount payable hereunder shall not be paid when due (whether at the
stated maturity, by acceleration or otherwise), such overdue amount shall bear
interest at a rate per annum equal to the rate then applicable to ABR Loans
under the relevant Facility plus 2% (or, in the case of any such other amounts
that do not relate to a particular Facility, the rate then applicable to ABR
Loans under the Revolving Facility plus 2%), in each case, with respect to
clauses (i) and (ii) above, from the date of such non-payment until such amount
is paid in full (as well after as before judgment).

            (d) Interest shall be payable in arrears on each Interest Payment
Date, provided that interest accruing pursuant to paragraph (c) of this Section
shall be payable from time to time on demand.

            2.13. Computation of Interest and Fees. (a) Interest and fees
payable pursuant hereto shall be calculated on the basis of a 360-day year for
the actual days elapsed, except that, with respect to ABR Loans the rate of
interest on which is calculated on the basis of the Prime Rate, the interest
thereon shall be calculated on the basis of a 365- (or 366-, as the case may be)
day year for the actual days elapsed. The Administrative Agent shall as soon as
practicable notify the Borrower and the relevant Lenders of each determination
of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a
change in the ABR or the Eurocurrency Reserve Requirements shall become
effective as of the opening of business on the day on which such change becomes
effective. The Administrative Agent shall as soon as practicable notify the
Borrower and the relevant Lenders of the effective date and the amount of each
such change in interest rate.

            (b) Each determination of an interest rate by the Administrative
Agent pursuant to any provision of this Agreement shall be conclusive and
binding on the Borrower and the Lenders in the absence of manifest error. The
Administrative Agent shall, at the request of the Borrower, deliver to the
Borrower a statement showing the quotations used by the Administrative Agent in
determining any interest rate pursuant to Section 2.12(a).

            2.14. Inability to Determine Interest Rate. If prior to the first
day of any Interest Period:
<PAGE>   41
                                                                              36


                  (a) the Administrative Agent shall have determined (which
      determination shall be conclusive and binding upon the Borrower) that, by
      reason of circumstances affecting the relevant market, adequate and
      reasonable means do not exist for ascertaining the Eurodollar Rate for
      such Interest Period, or

                  (b) the Administrative Agent shall have received notice from
      the Majority Facility Lenders in respect of the relevant Facility that the
      Eurodollar Rate determined or to be determined for such Interest Period
      will not adequately and fairly reflect the cost to such Lenders (as
      conclusively certified by such Lenders) of making or maintaining their
      affected Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the
Borrower and the relevant Lenders as soon as practicable thereafter. If such
notice is given (x) any Eurodollar Loans under the relevant Facility requested
to be made on the first day of such Interest Period shall be made as ABR Loans,
(y) any Loans under the relevant Facility that were to have been converted on
the first day of such Interest Period to Eurodollar Loans shall be continued as
ABR Loans and (z) any outstanding Eurodollar Loans under the relevant Facility
shall be converted, on the last day of the then-current Interest Period, to ABR
Loans. Until such notice has been withdrawn by the Administrative Agent, no
further Eurodollar Loans under the relevant Facility shall be made or continued
as such, nor shall the Borrower have the right to convert Loans under the
relevant Facility to Eurodollar Loans.

            2.15. Pro Rata Treatment and Payments. (a) Except in the case of the
Incremental Term Facility, each borrowing by the Borrower from the Lenders
hereunder, each payment by the Borrower on account of any commitment fee and any
reduction of the Tranche A Existing Incremental Term Commitments, Tranche A New
Incremental Commitments or Revolving Commitments of the Lenders shall be made
pro rata according to the respective Tranche A Existing Incremental Term
Commitments, Tranche A New Incremental Commitments, Tranche B Incremental Term
Commitments or Revolving Commitments, as the case may be, of the relevant
Lenders.

            (b) Each payment (including each prepayment) by the Borrower on
account of principal of and interest on the Term Loans shall be made pro rata
according to the respective outstanding principal amounts of the Term Loans then
held by the Term Lenders (except as otherwise provided in Section 2.15(d)). The
amount of each principal prepayment of the Term Loans shall be applied to reduce
the then remaining installments of the Tranche A Term Loans, Tranche B Term
Loans and Incremental Term Loans, as the case may be, pro rata based upon the
then remaining principal amount thereof. Amounts prepaid on account of the Term
Loans may not be reborrowed.

            (c) Each payment (including each prepayment) by the Borrower on
account of principal of and interest on the Revolving Loans shall be made pro
rata according to the respective outstanding principal amounts of the Revolving
Loans then held by the Revolving Lenders.

            (d) Notwithstanding anything to the contrary in this Agreement, with
respect to the amount of any mandatory prepayment of the Term Loans pursuant to
Section 2.9 and, if
<PAGE>   42
                                                                              37


the Borrower so elects in its sole discretion, any optional prepayment of the
Term Loans pursuant to Section 2.8, that in any such case is allocated to
Tranche B Term Loans or Incremental Term Loans (such amounts, the "Tranche B
Prepayment Amount" and the "Incremental Prepayment Amount", respectively), at
any time when Tranche A Term Loans remain outstanding, the Borrower will (or, in
the case of optional prepayments, may), in lieu of applying such amount to the
prepayment of Tranche B Term Loans and Incremental Term Loans, respectively, on
the date specified in Section 2.9 or 2.8, as the case may be, for such
prepayment, give the Administrative Agent telephonic notice (promptly confirmed
in writing) requesting that the Administrative Agent prepare and provide to each
Tranche B Lender and Incremental Term Lender a notice (each, a "Prepayment
Option Notice") as described below. As promptly as practicable after receiving
such notice from the Borrower, the Administrative Agent will send to each
Tranche B Lender and Incremental Term Lender a Prepayment Option Notice, which
shall be in the form of Exhibit F, and shall include an offer by the Borrower to
prepay on the date (each a "Prepayment Date") that is 10 Business Days after the
date of the Prepayment Option Notice, the relevant Term Loans of such Lender by
an amount equal to the portion of the prepayment amount indicated in such
Lender's Prepayment Option Notice as being applicable to such Lender's Tranche B
Term Loans or Incremental Term Loans, as the case may be. On the Prepayment
Date, (i) the Borrower shall pay to the relevant Tranche B Lenders and
Incremental Term Lenders the aggregate amount necessary to prepay that portion
of the outstanding relevant Term Loans in respect of which such Lenders have
accepted prepayment as described in the Prepayment Option Notice, (ii) the
Borrower shall pay to the Tranche A Term Lenders an amount equal to 50% (or, in
the case of optional prepayments, such percentage as shall be determined by the
Borrower in its sole discretion) of the portion of the Tranche B Prepayment
Amount and the Incremental Prepayment Amount not accepted by the relevant
Lenders, and such amount shall be applied pro rata to the prepayment of the
Tranche A Term Loans, and (iii) the Borrower shall be entitled to retain the
remaining portion of the Tranche B Prepayment Amount and the Incremental
Prepayment Amount not accepted by the relevant Lenders.

            (e) All payments (including prepayments) to be made by the Borrower
hereunder, whether on account of principal, interest, fees or otherwise, shall
be made without setoff or counterclaim and shall be made prior to 12:00 Noon,
Houston time, on the due date thereof to the Administrative Agent, for the
account of the Lenders, at the Funding Office, in Dollars and in immediately
available funds. The Administrative Agent shall distribute such payments to the
Lenders promptly upon receipt in like funds as received. If any payment
hereunder (other than payments on the Eurodollar Loans) becomes due and payable
on a day other than a Business Day, such payment shall be extended to the next
succeeding Business Day. If any payment on a Eurodollar Loan becomes due and
payable on a day other than a Business Day, the maturity thereof shall be
extended to the next succeeding Business Day unless the result of such extension
would be to extend such payment into another calendar month, in which event such
payment shall be made on the immediately preceding Business Day. In the case of
any extension of any payment of principal pursuant to the preceding two
sentences, interest thereon shall be payable at the then applicable rate during
such extension.

            (f) Unless the Administrative Agent shall have been notified in
writing by any Lender prior to a borrowing that such Lender will not make the
amount that would constitute its share of such borrowing available to the
Administrative Agent, the Administrative Agent may assume that such Lender is
making such amount available to the Administrative Agent, and the
<PAGE>   43
                                                                              38


Administrative Agent may, in reliance upon such assumption, make available to
the Borrower a corresponding amount. If such amount is not made available to the
Administrative Agent by the required time on the Borrowing Date therefor, such
Lender shall pay to the Administrative Agent, on demand, such amount with
interest thereon at a rate equal to the daily average Federal Funds Effective
Rate for the period until such Lender makes such amount immediately available to
the Administrative Agent. A certificate of the Administrative Agent submitted to
any Lender with respect to any amounts owing under this paragraph shall be
conclusive in the absence of manifest error. If such Lender's share of such
borrowing is not made available to the Administrative Agent by such Lender
within three Business Days of such Borrowing Date, the Administrative Agent
shall also be entitled to recover such amount with interest thereon at the rate
per annum applicable to ABR Loans under the relevant Facility, on demand, from
the Borrower.

            (g) Unless the Administrative Agent shall have been notified in
writing by the Borrower prior to the date of any payment being made hereunder
that the Borrower will not make such payment to the Administrative Agent, the
Administrative Agent may assume that the Borrower is making such payment, and
the Administrative Agent may, but shall not be required to, in reliance upon
such assumption, make available to the Lenders their respective pro rata shares
of a corresponding amount. If such payment is not made to the Administrative
Agent by the Borrower within three Business Days of such required date, the
Administrative Agent shall be entitled to recover, on demand, from each Lender
to which any amount which was made available pursuant to the preceding sentence,
such amount with interest thereon at the rate per annum equal to the daily
average Federal Funds Effective Rate. Nothing herein shall be deemed to limit
the rights of the Administrative Agent or any Lender against the Borrower.

            2.16. Requirements of Law. (a) If the adoption of or any change in
any Requirement of Law or in the interpretation or application thereof or
compliance by any Lender with any request or directive (whether or not having
the force of law) from any central bank or other Governmental Authority made
subsequent to the date hereof:

                  (i) shall subject any Lender to any tax of any kind whatsoever
      with respect to this Agreement, any Letter of Credit, any Application or
      any Eurodollar Loan made by it, or change the basis of taxation of
      payments to such Lender in respect thereof (except for Non-Excluded Taxes
      covered by Section 2.17 and changes in the rate of tax on the overall net
      income of such Lender);

                  (ii) shall impose, modify or hold applicable any reserve,
      special deposit, compulsory loan or similar requirement against assets
      held by, deposits or other liabilities in or for the account of, advances,
      loans or other extensions of credit by, or any other acquisition of funds
      by, any office of such Lender that is not otherwise included in the
      determination of the Eurodollar Rate hereunder; or

                  (iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount that such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans or issuing or participating in
Letters of Credit, or to reduce any amount
<PAGE>   44
                                                                              39


receivable hereunder in respect thereof, then, in any such case, the Borrower
shall promptly pay such Lender, upon its demand, any additional amounts
necessary to compensate such Lender for such increased cost or reduced amount
receivable. If any Lender becomes entitled to claim any additional amounts
pursuant to this paragraph, it shall promptly notify the Borrower (with a copy
to the Administrative Agent) of the event by reason of which it has become so
entitled.

            (b) If any Lender shall have determined that the adoption of or any
change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder or under or in respect of any Letter of
Credit to a level below that which such Lender or such corporation could have
achieved but for such adoption, change or compliance (taking into consideration
such Lender's or such corporation's policies with respect to capital adequacy)
by an amount deemed by such Lender to be material, then from time to time, after
submission by such Lender to the Borrower (with a copy to the Administrative
Agent) of a written request therefor, the Borrower shall pay to such Lender such
additional amount or amounts as will compensate such Lender for such reduction;
provided that the Borrower shall not be required to compensate a Lender pursuant
to this paragraph for any amounts incurred more than six months prior to the
date that such Lender notifies the Borrower of such Lender's intention to claim
compensation therefor; and provided further that, if the circumstances giving
rise to such claim have a retroactive effect, then such six-month period shall
be extended to include the period of such retroactive effect.

            (c) A certificate as to any additional amounts payable pursuant to
this Section submitted by any Lender to the Borrower (with a copy to the
Administrative Agent) shall be conclusive in the absence of manifest error. The
obligations of the Borrower pursuant to this Section shall survive the
termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder.

            2.17. Taxes. (a) All payments made by the Borrower under this
Agreement shall be made free and clear of, and without deduction or withholding
for or on account of, any present or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding net income taxes and franchise taxes (imposed in lieu of
net income taxes) imposed on the Administrative Agent or any Lender as a result
of a present or former connection between the Administrative Agent or such
Lender and the jurisdiction of the Governmental Authority imposing such tax or
any political subdivision or taxing authority thereof or therein (other than any
such connection arising solely from the Administrative Agent or such Lender
having executed, delivered or performed its obligations or received a payment
under, or enforced, this Agreement or any other Loan Document). If any such
non-excluded taxes, levies, imposts, duties, charges, fees, deductions or
withholdings ("Non-Excluded Taxes") or Other Taxes are required to be withheld
from any amounts payable to the Administrative Agent or any Lender hereunder,
the amounts so payable to the Administrative Agent or such Lender shall be
increased to the extent necessary to yield to the Administrative Agent or such
Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any
such other
<PAGE>   45
                                                                              40


amounts payable hereunder at the rates or in the amounts specified in this
Agreement, provided, however, that the Borrower shall not be required to
increase any such amounts payable to any Lender with respect to any Non-Excluded
Taxes (i) that are attributable to such Lender's failure to comply with the
requirements of paragraph (d) or (e) of this Section or (ii) that are United
States withholding taxes imposed on amounts payable to such Lender at the time
the Lender becomes a party to this Agreement, except to the extent that such
Lender's assignor (if any) was entitled, at the time of assignment, to receive
additional amounts from the Borrower with respect to such Non-Excluded Taxes
pursuant to this paragraph.

            (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

            (c) Whenever any Non-Excluded Taxes or Other Taxes are payable by
the Borrower, as promptly as possible thereafter the Borrower shall send to the
Administrative Agent for its own account or for the account of the relevant
Lender, as the case may be, a certified copy of an original official receipt
received by the Borrower showing payment thereof. If the Borrower fails to pay
any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing
authority or fails to remit to the Administrative Agent the required receipts or
other required documentary evidence, the Borrower shall indemnify the
Administrative Agent and the Lenders for any incremental taxes, interest or
penalties that may become payable by the Administrative Agent or any Lender as a
result of any such failure.

            (d) Each Lender (or Transferee) that is not a citizen or resident of
the United States of America, a corporation, partnership or other entity created
or organized in or under the laws of the United States of America (or any
jurisdiction thereof), or any estate or trust that is subject to federal income
taxation regardless of the source of its income (a "Non-U.S. Lender") shall
deliver to the Borrower and the Administrative Agent (or, in the case of a
Participant, to the Lender from which the related participation shall have been
purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN or
Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S.
federal withholding tax under Section 871(h) or 881(c) of the Code with respect
to payments of "portfolio interest", a statement substantially in the form of
Exhibit G and a Form W-8BEN, or any subsequent versions thereof or successors
thereto, properly completed and duly executed by such Non-U.S. Lender claiming
complete exemption from U.S. federal withholding tax on all payments by the
Borrower under this Agreement and the other Loan Documents. Such forms shall be
delivered by each Non-U.S. Lender on or before the date it becomes a party to
this Agreement (or, in the case of any Participant, on or before the date such
Participant purchases the related participation). In addition, each Non-U.S.
Lender shall deliver such forms promptly upon the obsolescence or invalidity of
any form previously delivered by such Non-U.S. Lender. Each Non-U.S. Lender
shall promptly notify the Borrower at any time it determines that it is no
longer in a position to provide any previously delivered certificate to the
Borrower (or any other form of certification adopted by the U.S. taxing
authorities for such purpose). Notwithstanding any other provision of this
paragraph, a Non-U.S. Lender shall not be required to deliver any form pursuant
to this paragraph that such Non-U.S. Lender is not legally able to deliver.

            (e) A Lender that is entitled to an exemption from non-U.S.
withholding tax under the law of the jurisdiction in which the Borrower is
located, or any treaty to which such
<PAGE>   46
                                                                              41


jurisdiction is a party, with respect to payments under this Agreement shall
deliver to the Borrower (with a copy to the Administrative Agent), at the time
or times prescribed by applicable law or reasonably requested by the Borrower,
such properly completed and executed documentation prescribed by applicable law
as will permit such payments to be made without withholding, provided that such
Lender is legally entitled to complete, execute and deliver such documentation
and in such Lender's judgment such completion, execution or submission would not
materially prejudice the legal position of such Lender.

            (f) The agreements in this Section shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable
hereunder.

            2.18. Indemnity. The Borrower agrees to indemnify each Lender and to
hold each Lender harmless from any loss or expense that such Lender may sustain
or incur as a consequence of (a) default by the Borrower in making a borrowing
of, conversion into or continuation of Eurodollar Loans after the Borrower has
given a notice requesting the same in accordance with the provisions of this
Agreement, (b) default by the Borrower in making any prepayment of or conversion
from Eurodollar Loans after the Borrower has given a notice thereof in
accordance with the provisions of this Agreement or (c) the making of a
prepayment of Eurodollar Loans on a day that is not the last day of an Interest
Period with respect thereto. Such indemnification may include an amount equal to
the excess, if any, of (i) the amount of interest that would have accrued on the
amount so prepaid, or not so borrowed, converted or continued, for the period
from the date of such prepayment or of such failure to borrow, convert or
continue to the last day of such Interest Period (or, in the case of a failure
to borrow, convert or continue, the Interest Period that would have commenced on
the date of such failure) in each case at the applicable rate of interest for
such Loans provided for herein (excluding, however, the Applicable Margin
included therein, if any) over (ii) the amount of interest (as reasonably
determined by such Lender) that would have accrued to such Lender on such amount
by placing such amount on deposit for a comparable period with leading banks in
the interbank eurodollar market. A certificate as to any amounts payable
pursuant to this Section submitted to the Borrower by any Lender shall be
conclusive in the absence of manifest error. This covenant shall survive the
termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder.

            2.19. Change of Lending Office. Each Lender agrees that, upon the
occurrence of any event giving rise to the operation of Section 2.16 or 2.17(a)
with respect to such Lender, it will, if requested by the Borrower, use
reasonable efforts (subject to overall policy considerations of such Lender) to
designate another lending office for any Loans affected by such event with the
object of avoiding the consequences of such event; provided, that such
designation is made on terms that, in the sole judgment of such Lender, cause
such Lender and its lending office(s) to suffer no economic, legal or regulatory
disadvantage, and provided, further, that nothing in this Section shall affect
or postpone any of the obligations of any Borrower or the rights of any Lender
pursuant to Section 2.16 or 2.17(a).

            2.20. Replacement of Lenders. The Borrower shall be permitted to
replace any Lender that (a) requests reimbursement for amounts owing pursuant to
Section 2.16 or 2.17(a) or (b) defaults in its obligation to make Loans
hereunder, with a replacement financial institution; provided that (i) such
replacement does not conflict with any Requirement of Law, (ii) no Event
<PAGE>   47
                                                                              42


of Default shall have occurred and be continuing at the time of such
replacement, (iii) prior to any such replacement, such Lender shall have taken
no action under Section 2.19 which has eliminated the continued need for payment
of amounts owing pursuant to Section 2.16 or 2.17(a), (iv) the replacement
financial institution shall purchase, at par, all Loans and other amounts owing
to such replaced Lender on or prior to the date of replacement, (v) the Borrower
shall be liable to such replaced Lender under Section 2.18 if any Eurodollar
Loan owing to such replaced Lender shall be purchased other than on the last day
of the Interest Period relating thereto, (vi) the replacement financial
institution, if not already a Lender, shall be reasonably satisfactory to the
Administrative Agent, (vii) the replaced Lender shall be obligated to make such
replacement in accordance with the provisions of Section 10.6 (provided that the
Borrower shall be obligated to pay the registration and processing fee referred
to therein), (viii) until such time as such replacement shall be consummated,
the Borrower shall pay all additional amounts (if any) required pursuant to
Section 2.16 or 2.17(a), as the case may be, and (ix) any such replacement shall
not be deemed to be a waiver of any rights that the Borrower, the Agents or any
other Lender shall have against the replaced Lender.

                         ARTICLE III LETTERS OF CREDIT

            3.1. L/C Commitment. (a) Subject to the terms and conditions hereof,
each Issuing Lender, in reliance on the agreements of the other Revolving
Lenders set forth in Section 3.4(a), agrees to issue letters of credit ("Letters
of Credit") for the account of the Borrower on any Business Day during the
Revolving Commitment Period in such form as may be approved from time to time by
such Issuing Lender; provided that no Issuing Lender shall issue any Letter of
Credit if, after giving effect to such issuance, (i) the L/C Obligations would
exceed the L/C Commitment or (ii) the aggregate amount of the Available
Revolving Commitments would be less than zero. Each Letter of Credit shall (i)
be denominated in Dollars, (ii) unless otherwise agreed by the Administrative
Agent and the relevant Issuing Lender, have a face amount of at least $200,000
and (iii) expire no later than the earlier of (x) the first anniversary of its
date of issuance and (y) the date that is five Business Days prior to the
Revolving Termination Date, provided that any Letter of Credit with a one-year
term may provide for the renewal thereof for additional one-year periods (which
shall in no event extend beyond the date referred to in clause (y) above).

            (b) No Issuing Lender shall be obligated to issue any Letter of
Credit hereunder if such issuance would conflict with, or cause such Issuing
Lender or any L/C Participant to exceed any limits imposed by, any applicable
Requirement of Law.

            3.2. Procedure for Issuance of Letter of Credit. The Borrower may
from time to time request that any Issuing Lender issue a Letter of Credit by
delivering to such Issuing Lender an Application therefor, completed to the
satisfaction of such Issuing Lender, and such other certificates, documents and
other papers and information as such Issuing Lender may request. Upon receipt of
any Application, the relevant Issuing Lender will process such Application and
the certificates, documents and other papers and information delivered to it in
connection therewith in accordance with its customary procedures and shall
promptly issue the Letter of Credit requested thereby (but in no event shall
such Issuing Lender be required to issue any Letter of Credit earlier than three
Business Days after its receipt of the Application therefor and all such other
certificates, documents and other papers and information relating thereto) by
<PAGE>   48
                                                                              43


issuing the original of such Letter of Credit to the beneficiary thereof or as
otherwise may be agreed to by such Issuing Lender and the Borrower. The relevant
Issuing Lender shall furnish a copy of such Letter of Credit to the Borrower
promptly following the issuance thereof. The relevant Issuing Lender shall
promptly furnish to the Administrative Agent, which shall in turn promptly
furnish to the Lenders, notice of the issuance of each Letter of Credit
(including the amount thereof).

            3.3. Fees and Other Charges. (a) The Borrower will pay a fee on all
outstanding Letters of Credit at a per annum rate equal to the Applicable Margin
then in effect with respect to Eurodollar Loans under the Revolving Facility,
shared ratably among the Revolving Lenders and payable quarterly in arrears on
each L/C Fee Payment Date after the issuance date. In addition, the Borrower
shall pay to the relevant Issuing Lender for its own account a fronting fee of
0.25% per annum on the undrawn and unexpired amount of each Letter of Credit
issued by such Issuing Lender, payable quarterly in arrears on each L/C Fee
Payment Date after the issuance date.

            (b) In addition to the foregoing fees, the Borrower shall pay or
reimburse the relevant Issuing Lender for such normal and customary costs and
expenses as are incurred or charged by such Issuing Lender in issuing,
negotiating, effecting payment under, amending or otherwise administering any
Letter of Credit.

            3.4. L/C Participations. (a) Each Issuing Lender irrevocably agrees
to grant and hereby grants to each L/C Participant, and, to induce the Issuing
Lenders to issue Letters of Credit hereunder, each L/C Participant irrevocably
agrees to accept and purchase and hereby accepts and purchases from each Issuing
Lender, on the terms and conditions hereinafter stated, for such L/C
Participant's own account and risk an undivided interest equal to such L/C
Participant's Revolving Percentage in each Issuing Lender's obligations and
rights under each Letter of Credit issued by it hereunder and the amount of each
draft paid by such Issuing Lender thereunder. Each L/C Participant
unconditionally and irrevocably agrees with each Issuing Lender that, if a draft
is paid under any Letter of Credit issued by such Issuing Lender for which such
Issuing Lender is not reimbursed in full by the Borrower in accordance with the
terms of this Agreement, such L/C Participant shall pay to such Issuing Lender
upon demand an amount equal to such L/C Participant's Revolving Percentage of
the amount of such draft, or any part thereof, that is not so reimbursed.

            (b) If any amount required to be paid by any L/C Participant to any
Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion
of any payment made by such Issuing Lender under any Letter of Credit is paid to
such Issuing Lender within three Business Days after the date such payment is
due, such L/C Participant shall pay to such Issuing Lender on demand an amount
equal to the product of (i) such amount, times (ii) the daily average Federal
Funds Effective Rate during the period from and including the date such payment
is required to the date on which such payment is immediately available to such
Issuing Lender, times (iii) a fraction the numerator of which is the number of
days that elapse during such period and the denominator of which is 360. If any
such amount required to be paid by any L/C Participant pursuant to Section
3.4(a) is not made available to the relevant Issuing Lender by such L/C
Participant within three Business Days after the date such payment is due, such
Issuing Lender shall be entitled to recover from such L/C Participant, on
demand, such amount with
<PAGE>   49
                                                                              44


interest thereon calculated from such due date at the rate per annum applicable
to ABR Loans under the Revolving Facility. A certificate of the relevant Issuing
Lender submitted to any L/C Participant with respect to any amounts owing under
this Section shall be conclusive in the absence of manifest error.

            (c) Whenever, at any time after the relevant Issuing Lender has made
payment under any Letter of Credit and has received from any L/C Participant its
pro rata share of such payment in accordance with Section 3.4(a), such Issuing
Lender receives any payment related to such Letter of Credit (whether directly
from the Borrower or otherwise, including proceeds of collateral applied thereto
by such Issuing Lender), or any payment of interest on account thereof, such
Issuing Lender will distribute to such L/C Participant its pro rata share
thereof; provided, however, that in the event that any such payment received by
such Issuing Lender shall be required to be returned by such Issuing Lender,
such L/C Participant shall return to such Issuing Lender the portion thereof
previously distributed by such Issuing Lender to it.

            3.5. Reimbursement Obligation of the Borrower. The Borrower agrees
to reimburse the relevant Issuing Lender on each date on which such Issuing
Lender notifies the Borrower of the date and amount of a draft presented under
any Letter of Credit and paid by such Issuing Lender for the amount of (a) such
draft so paid and (b) any taxes, fees, charges or other costs or expenses
incurred by such Issuing Lender in connection with such payment. Each such
payment shall be made to the relevant Issuing Lender in lawful money of the
United States and in immediately available funds. Interest shall be payable on
any and all amounts remaining unpaid by the Borrower under this Section from the
date such amounts become payable (whether at stated maturity, by acceleration or
otherwise) until payment in full at the rate set forth in (i) until the second
Business Day following the date of the applicable drawing, Section 2.12(b) and
(ii) thereafter, Section 2.12(c).

            3.6. Obligations Absolute. The Borrower's obligations under this
Section 3 shall be absolute and unconditional under any and all circumstances
and irrespective of any setoff, counterclaim or defense to payment that the
Borrower may have or have had against any Issuing Lender, any other Lender, any
beneficiary of a Letter of Credit or any other Person. The Borrower also agrees
with each Issuing Lender that no Issuing Lender shall be responsible for, and
the Borrower's Reimbursement Obligations under Section 3.5 shall not be affected
by, among other things, the validity or genuineness of documents or of any
endorsements thereon, even though such documents shall in fact prove to be
invalid, fraudulent or forged, or any dispute between or among the Borrower and
any beneficiary of any Letter of Credit or any other party to which such Letter
of Credit may be transferred or any claims whatsoever of the Borrower against
any beneficiary of such Letter of Credit or any such transferee. No Issuing
Lender shall be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors or
omissions found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
the relevant Issuing Lender. The Borrower agrees that any action taken or
omitted by any Issuing Lender under or in connection with any Letter of Credit
or the related drafts or documents, if done in the absence of gross negligence
or willful misconduct and in accordance with the standards of care specified in
the Uniform Commercial Code of the State of New York, shall be binding on the
Borrower and shall not result in any liability of any Issuing Lender to the
Borrower.
<PAGE>   50
                                                                              45


            3.7. Letter of Credit Payments. If any draft shall be presented for
payment under any Letter of Credit, the relevant Issuing Lender shall promptly
notify the Borrower of the date and amount thereof. The responsibility of each
Issuing Lender to the Borrower in connection with any draft presented for
payment under any Letter of Credit shall, in addition to any payment obligation
expressly provided for in such Letter of Credit, be limited to determining that
the documents (including each draft) delivered under such Letter of Credit in
connection with such presentment are substantially in conformity with such
Letter of Credit.

            3.8. Applications. To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the provisions
of this Section 3, the provisions of this Section 3 shall apply.

                   ARTICLE IV REPRESENTATIONS AND WARRANTIES

            To induce the Agents and the Lenders to enter into this Agreement
and to make the Loans and issue or participate in the Letters of Credit,
Holdings and the Borrower hereby jointly and severally represent and warrant to
the Agents and each Lender that:

            4.1. Financial Condition. The unaudited consolidated balance sheet
of the Borrower as at September 30, 2000, and the related unaudited consolidated
statements of operations and cash flows for the nine-month period ended on such
date, have been prepared based on the best information available to the Borrower
as of the date of delivery thereof, and present fairly the consolidated
financial condition of the Borrower as at such date, and the consolidated
results of its operations and its consolidated cash flows for the nine-month
period then ended (subject to normal year-end audit adjustments). All such
financial statements, including the related schedules and notes thereto, have
been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as approved by the aforementioned firm of accountants
and disclosed therein). Holdings, the Borrower and its Subsidiaries do not have
any material Guarantee Obligations, contingent liabilities and liabilities for
taxes, or any long-term leases or unusual forward or long-term commitments,
including any interest rate or foreign currency swap or exchange transaction or
other obligation in respect of derivatives, that are not reflected in the most
recent financial statements referred to in this paragraph. During the period
from December 31, 1999 to and including the date hereof there has been no
Disposition by Holdings, the Borrower or any of its Subsidiaries of any material
part of its business or property.

            4.2. No Change. Since December 31, 1999 there has been no event,
development or circumstance that has had or could reasonably be expected to have
a Material Adverse Effect.

            4.3. Existence; Compliance with Law. Each of Holdings, the Borrower
and its Subsidiaries (a) is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, (b) has the
power and authority, and the legal right, to own and operate its property, to
lease the property it operates as lessee and to conduct the business in which it
is currently engaged, (c) is duly qualified as a foreign entity and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such qualification
and (d) is in compliance with all Requirements of Law, in
<PAGE>   51
                                                                              46


each case with respect to clauses (c) and (d), except as could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

            4.4. Power; Authorization; Enforceable Obligations. Each Loan Party
has the power and authority, and the legal right, to make, deliver and perform
the Loan Documents to which it is a party and, in the case of the Borrower, to
borrow hereunder. Each Loan Party has taken all necessary action to authorize
the execution, delivery and performance of the Loan Documents to which it is a
party and, in the case of the Borrower, to authorize the borrowings on the terms
and conditions of this Agreement. No consent or authorization of, filing with,
notice to or other act by or in respect of, any Governmental Authority or any
other Person is required in connection with the borrowings hereunder or with the
execution, delivery, performance, validity or enforceability of this Agreement
or any of the Loan Documents, except the filings referred to in Section 4.20.
Each Loan Document has been duly executed and delivered on behalf of each Loan
Party party thereto. This Agreement constitutes, and each other Loan Document
upon execution will constitute, a legal, valid and binding obligation of each
Loan Party party thereto, enforceable against each such Loan Party in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).

            4.5. No Legal Bar. The execution, delivery and performance of this
Agreement and the other Loan Documents, the issuance of Letters of Credit, the
borrowings hereunder and the use of the proceeds thereof will not violate any
Requirement of Law or any material Contractual Obligation of Holdings, the
Borrower or any of its Subsidiaries and will not result in, or require, the
creation or imposition of any Lien on any of their respective properties or
revenues pursuant to any Requirement of Law or any such Contractual Obligation
(other than the Liens created by the Guarantee and Collateral Agreement).

            4.6. Litigation. No litigation, investigation or proceeding of or
before any arbitrator or Governmental Authority is pending or, to the knowledge
of Holdings or the Borrower, threatened by or against Holdings, the Borrower or
any of its Subsidiaries or against any of their respective properties or
revenues (a) with respect to any of the Loan Documents or any of the
transactions contemplated hereby or thereby, or (b) that could reasonably be
expected to have a Material Adverse Effect.

            4.7. No Default. Neither Holdings, the Borrower nor any of its
Subsidiaries is in default under or with respect to any of its Contractual
Obligations in any respect that could reasonably be expected to have a Material
Adverse Effect. No Default or Event of Default has occurred and is continuing.

            4.8. Ownership of Property; Liens. Each of Holdings, the Borrower
and its Subsidiaries has good and sufficient legal title to, or a valid
leasehold interest in, all its material real property, and good title to, or a
valid leasehold interest in, all its other material property, and none of such
property is subject to any Lien except as permitted by Section 7.3.

            4.9. Intellectual Property. Holdings, the Borrower and each of its
Subsidiaries owns, or is licensed to use, all material Intellectual Property
necessary for the conduct of its
<PAGE>   52
                                                                              47


business as currently conducted. No material claim has been asserted and is
pending by any Person challenging or questioning the use, validity or
effectiveness of any material Intellectual Property owned or licensed by
Holdings, the Borrower or any of its Subsidiaries, nor does Holdings or the
Borrower know of any valid basis for any such claim. The use of Intellectual
Property by Holdings, the Borrower and its Subsidiaries does not infringe on the
rights of any Person in any material respect.

            4.10. Taxes. Each of Holdings, the Borrower and each of its
Subsidiaries has filed or caused to be filed all federal, state and other
material tax returns that are required to be filed and has paid all taxes shown
to be due and payable on said returns or on any assessments made against it or
any of its property and all other taxes, fees or other charges imposed on it or
any of its property by any Governmental Authority (other than any the amount or
validity of that are currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have been
provided on the books of Holdings, the Borrower or its Subsidiaries, as the case
may be); no tax Lien has been filed, and, to the knowledge of Holdings and the
Borrower, no claim is being asserted, with respect to any such tax, fee or other
charge.

            4.11. Federal Regulations. No part of the proceeds of any Loans will
be used for "buying" or "carrying" any "margin stock" within the respective
meanings of each of the quoted terms under Regulation U as now and from time to
time hereafter in effect or for any purpose that violates the provisions of the
Regulations of the Board. If requested by any Lender or the Administrative
Agent, the Borrower will furnish to the Administrative Agent and each Lender a
statement to the foregoing effect in conformity with the requirements of FR Form
G-3 or FR Form U-1, as applicable, referred to in Regulation U.

            4.12. Labor Matters. Except as, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect: (a) there are no
strikes or other labor disputes against Holdings, the Borrower or any of its
Subsidiaries pending or, to the knowledge of Holdings or the Borrower,
threatened; (b) hours worked by and payment made to employees of Holdings, the
Borrower and its Subsidiaries have not been in violation of the Fair Labor
Standards Act or any other applicable Requirement of Law dealing with such
matters; and (c) all payments due from Holdings, the Borrower or any of its
Subsidiaries on account of employee health and welfare insurance have been paid
or accrued as a liability on the books of Holdings, the Borrower or the relevant
Subsidiary.

            4.13. ERISA. Each Plan is in material compliance with the applicable
provisions of ERISA and the Code. No Plan is a Multiemployer Plan or a "defined
benefit plan" (as defined in ERISA). Each Commonly Controlled Entity has met all
of the funding standards applicable to all Plans, and no condition exists which
would permit the institution of proceedings to terminate any Plan under Section
4042 of ERISA.

            4.14. Investment Company Act; Other Regulations. No Loan Party is an
"investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended. No Loan
Party is subject to regulation under any Requirement of Law (other than
Regulation X of the Board) that limits its ability to incur Indebtedness.
<PAGE>   53
                                                                              48


            4.15. Subsidiaries. Except as disclosed to the Administrative Agent
by the Borrower in writing from time to time after the Restatement Effective
Date, (a) Schedule 4.15 sets forth the name and jurisdiction of organization of
Holdings and each of its Subsidiaries and, as to each such Subsidiary, the
percentage of each class of Equity Interests owned by any Loan Party and (b)
except as set forth on Schedule 4.15, there are no outstanding subscriptions,
options, warrants, calls, rights or other agreements or commitments of any
nature relating to any Equity Interests of the Borrower or any of its
Subsidiaries, except as created by the Loan Documents.

            4.16. Use of Proceeds. The proceeds of the Loans, and the Letters of
Credit, shall be used for general purposes, including to refinance the debt
under Michigan/New England's existing credit facility and permitted Investments.

            4.17. Environmental Matters. Except as, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect:

                  (a) the facilities and properties owned, leased or operated by
      Holdings, the Borrower or any of its Subsidiaries (the "Properties") do
      not contain, and have not previously contained, any Materials of
      Environmental Concern in amounts or concentrations or under circumstances
      that constitute or constituted a violation of, or could give rise to
      liability under, any Environmental Law;

                  (b) neither Holdings, the Borrower nor any of its Subsidiaries
      has received or is aware of any notice of violation, alleged violation,
      non-compliance, liability or potential liability regarding environmental
      matters or compliance with Environmental Laws with regard to any of the
      Properties or the business operated by Holdings, the Borrower or any of
      its Subsidiaries (the "Business"), nor does Holdings or the Borrower have
      knowledge or reason to believe that any such notice will be received or is
      being threatened;

                  (c) Materials of Environmental Concern have not been
      transported or disposed of from the Properties in violation of, or in a
      manner or to a location that could give rise to liability under, any
      Environmental Law, nor have any Materials of Environmental Concern been
      generated, treated, stored or disposed of at, on or under any of the
      Properties in violation of, or in a manner that could give rise to
      liability under, any applicable Environmental Law;

                  (d) no judicial proceeding or governmental or administrative
      action is pending or, to the knowledge of Holdings and the Borrower,
      threatened, under any Environmental Law to which Holdings, the Borrower or
      any Subsidiary is or will be named as a party with respect to the
      Properties or the Business, nor are there any consent decrees or other
      decrees, consent orders, administrative orders or other orders, or other
      administrative or judicial requirements outstanding under any
      Environmental Law with respect to the Properties or the Business;

                  (e) there has been no release or threat of release of
      Materials of Environmental Concern at or from the Properties, or arising
      from or related to the
<PAGE>   54
                                                                              49


      operations of Holdings, the Borrower or any Subsidiary in connection with
      the Properties or otherwise in connection with the Business, in violation
      of or in amounts or in a manner that could give rise to liability under
      Environmental Laws;

                  (f) the Properties and all operations at the Properties are in
      compliance, and have in the last five years been in compliance, with all
      applicable Environmental Laws, and there is no contamination at, under or
      about the Properties or violation of any Environmental Law with respect to
      the Properties or the Business; and

                  (g) neither Holdings, the Borrower nor any of its Subsidiaries
      has assumed any liability of any other Person under Environmental Laws.

            4.18. Certain Cable Television Matters. Except as, in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect:

                  (a) (i) Holdings, the Borrower and its Subsidiaries possess
      all Authorizations necessary to own, operate and construct the CATV
      Systems or otherwise for the operations of their businesses and are not in
      violation thereof and (ii) all such Authorizations are in full force and
      effect and no event has occurred that permits, or after notice or lapse of
      time could permit, the revocation, termination or material and adverse
      modification of any such Authorization;

                  (b) neither Holdings, the Borrower nor any of its Subsidiaries
      is in violation of any duty or obligation required by the Communications
      Act of 1934, as amended, or any FCC rule or regulation applicable to the
      operation of any portion of any of the CATV Systems;

                  (c) (i) there is not pending or, to the best knowledge of
      Holdings or the Borrower, threatened, any action by the FCC to revoke,
      cancel, suspend or refuse to renew any FCC License held by Holdings, the
      Borrower or any of its Subsidiaries and (ii) there is not pending or, to
      the best knowledge of Holdings or the Borrower, threatened, any action by
      the FCC to modify adversely, revoke, cancel, suspend or refuse to renew
      any other Authorization; and

                  (d) there is not issued or outstanding or, to the best
      knowledge of Holdings or the Borrower, threatened, any notice of any
      hearing, violation or complaint against Holdings, the Borrower or any of
      its Subsidiaries with respect to the operation of any portion of the CATV
      Systems and neither Holdings nor the Borrower has any knowledge that any
      Person intends to contest renewal of any Authorization.

            4.19. Accuracy of Information, etc. No statement or information
contained in this Agreement, any other Loan Document, the Confidential
Information Memorandum or any other document, certificate or statement furnished
by or on behalf of any Loan Party to the Agents or the Lenders, or any of them,
for use in connection with the transactions contemplated by this Agreement or
the other Loan Documents, as supplemented from time to time prior to the date
this representation and warranty is made or deemed made, contains any untrue
statement of a material fact or omits to state a material fact necessary to make
the statements contained herein or therein not misleading. The projections and
pro forma financial information contained in the
<PAGE>   55
                                                                              50


materials referenced above are based upon good faith estimates and assumptions
believed by management of the Borrower to be reasonable at the time made, it
being recognized by the Lenders that such financial information as it relates to
future events is not to be viewed as fact and that actual results during the
period or periods covered by such financial information may differ from the
projected results set forth therein by a material amount. There is no fact known
to any Loan Party that could reasonably be expected to have a Material Adverse
Effect that has not been expressly disclosed herein, in the other Loan
Documents, in the Confidential Information Memorandum or in any other documents,
certificates and statements furnished to the Agents and the Lenders for use in
connection with the transactions contemplated hereby and by the other Loan
Documents.

            4.20. Security Interests. The Guarantee and Collateral Agreement is
effective to create in favor of the Administrative Agent, for the benefit of the
Lenders, a legal, valid and enforceable security interest in the Collateral
described therein and proceeds thereof. In the case of certificated Pledged
Stock described in the Guarantee and Collateral Agreement, when certificates
representing such Pledged Stock are delivered to the Administrative Agent, and
in the case of the other Collateral described in the Guarantee and Collateral
Agreement, when financing statements specified on Schedule 4.20 in appropriate
form are filed in the offices specified on Schedule 4.20, the Guarantee and
Collateral Agreement shall constitute a fully perfected Lien on, and security
interest in, all right, title and interest of the Loan Parties in such
Collateral and the proceeds thereof, as security for the Obligations (as defined
in the Guarantee and Collateral Agreement), in each case prior and superior in
right to any other Person.

            4.21. Solvency. Each Loan Party (other than any Shell Subsidiary)
is, and after giving effect to the financing transactions referred to herein
will be and will continue to be, Solvent.

            4.22. Certain Tax Matters. As of the Restatement Effective Date,
each of Holdings, the Borrower and each of its Subsidiaries (other than any such
Subsidiary that is organized as a corporation) is a Flow-Through Entity.

                         ARTICLE V CONDITIONS PRECEDENT

            5.1. Conditions to Restatement Effective Date. The effectiveness of
this Agreement is subject to the satisfaction of the following conditions
precedent:

                  (a) Credit Agreement; Guarantee and Collateral Agreement;
      Reaffirmation Agreement. The Administrative Agent shall have received (i)
      this Agreement, executed and delivered by the Agents, Holdings and the
      Borrower, (ii) an Addendum, executed and delivered by (x) the "Majority
      Lenders" under and as defined in the Existing Credit Agreement, (y) each
      Lender that is not a "Lender" under and as defined in the Existing Credit
      Agreement and (z) each Lender whose commitments or extensions of credit
      under the Existing Credit Agreement are increasing pursuant to this
      Agreement, (iii) such supplements to the Guarantee and Collateral
      Agreement as shall be requested by the Administrative Agent, executed and
      delivered by the relevant Loan Parties and (iv) the Reaffirmation
      Agreement, executed and delivered by the parties thereto.
<PAGE>   56
                                                                              51


                  (b) Michigan/New England. CC Michigan, LLC and CC New England,
      LLC (collectively, "Michigan/New England") and their respective
      Subsidiaries shall have been contributed to the Borrower as a capital
      contribution. The proceeds of the initial borrowing under this Facility
      shall have been applied to repay all amounts outstanding under
      Michigan/New England's existing credit facility and, upon such repayment,
      such facility and all Liens created pursuant thereto shall have been
      terminated pursuant to documentation satisfactory to the Administrative
      Agent.

                  (c) Fees. The Lenders and the Agents shall have received all
      fees required to be paid, and all expenses for which invoices have been
      presented (including the reasonable fees and expenses of legal counsel),
      on or before the Restatement Effective Date. All such amounts will be paid
      with proceeds of Loans made on the Restatement Effective Date and will be
      reflected in the funding instructions given by the Borrower to the
      Administrative Agent on or before the Restatement Effective Date.

                  (d) Closing Certificate; No Material Restrictions; Pro Forma
      Compliance. The Administrative Agent shall have received, with a
      counterpart for each Lender, a certificate of each Loan Party, dated the
      Restatement Effective Date, substantially in the form of Exhibit C, with
      appropriate insertions and attachments, which (i) in the case of Holdings,
      shall also certify that Holdings and its Subsidiaries are not subject to
      material contractual or other restrictions that would be violated by the
      transactions contemplated hereby and (ii) in the case of the Borrower,
      shall also certify, in reasonable detail, pro forma compliance with
      Section 7.1(a) for, or as at the end of, as the case may be, the most
      recent three-month period for which the relevant financial information is
      available.

                  (e) Legal Opinions. The Administrative Agent shall have
      received one or more signed legal opinions covering such matters incident
      to the transactions contemplated by this Agreement as the Administrative
      Agent may reasonably require.

                  (f) Filings, Registrations, Recordings, etc. Each document
      (including any Uniform Commercial Code financing statement) reasonably
      requested by the Administrative Agent to be filed, registered or recorded
      in order to create or maintain in favor of the Administrative Agent, for
      the benefit of the Lenders, a perfected Lien on the Collateral described
      in the Guarantee and Collateral Agreement (as supplemented as contemplated
      by paragraph (a)(iii) above), prior and superior in right to any other
      Person, shall be in proper form for filing, registration or recordation.
      The Administrative Agent shall have received (i) the certificates, if any,
      representing the Equity Interests pledged pursuant to the Guarantee and
      Collateral Agreement (as so supplemented) in respect of Michigan/New
      England and its Subsidiaries, together with an undated stock power for
      each such certificate executed by the pledgor thereof, and (ii) each
      promissory note (if any) pledged to the Administrative Agent pursuant to
      the Guarantee and Collateral Agreement (as so supplemented) issued by
      Michigan/New England or any of its, endorsed in blank by the pledgor
      thereof.
<PAGE>   57
                                                                              52


            5.2. Conditions to Each Extension of Credit. The agreement of each
Lender to make any extension of credit requested to be made by it on any date
(including its initial extension of credit) is subject to the satisfaction of
the following conditions precedent:

                  (a) Representations and Warranties. Each of the
      representations and warranties made by any Loan Party in or pursuant to
      the Loan Documents shall be true and correct in all material respects on
      and as of such date as if made on and as of such date.

                  (b) No Default. No Default or Event of Default shall have
      occurred and be continuing on such date or after giving effect to the
      extensions of credit requested to be made on such date.

                  (c) Other Documents. In the case of any extension of credit
      made on an Increased Facility Closing Date, the Administrative Agent shall
      have received such documents and information as it may reasonably request.

Each borrowing by and issuance of a Letter of Credit on behalf of the Borrower
hereunder shall constitute a representation and warranty by the Borrower as of
the date of such extension of credit that the conditions contained in Sections
5.2(a) and (b) have been satisfied.

                        ARTICLE VI AFFIRMATIVE COVENANTS

            Holdings and the Borrower hereby agree that, so long as the Tranche
A Incremental Term Commitments or the Revolving Commitments remain in effect,
any Letter of Credit remains outstanding or any Loan or other amount is owing to
any Lender or any Agent hereunder, each of Holdings and the Borrower shall, and
shall cause each Subsidiary of the Borrower to:

            6.1. Financial Statements. Furnish to the Administrative Agent (with
sufficient copies for each Lender):

                  (a) as soon as available, but in any event within 90 days
      after the end of each fiscal year of the Borrower, a copy of the audited
      consolidated balance sheet of the Borrower and its consolidated
      Subsidiaries as at the end of such year and the related audited
      consolidated statements of income and of cash flows for such year, setting
      forth in each case in comparative form the figures for the previous year,
      reported on without a "going concern" or like qualification or exception,
      or qualification arising out of the scope of the audit, or any other
      material adverse exception or qualification, by Arthur Andersen LLP or
      other independent certified public accountants of nationally recognized
      standing; and

                  (b) as soon as available, but in any event not later than 45
      days after the end of each of the first three quarterly periods of each
      fiscal year of the Borrower, the unaudited consolidated balance sheet of
      the Borrower and its consolidated Subsidiaries as at the end of such
      quarter and the related unaudited consolidated statements of income and of
      cash flows for such quarter and the portion of the fiscal year through the
      end of such quarter, setting forth in each case in comparative form the
      figures for the previous
<PAGE>   58
                                                                              53


      year, certified by a Responsible Officer as being fairly stated in all
      material respects (subject to normal year-end audit adjustments).

All such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein).

            6.2. Certificates; Other Information. Furnish to the Administrative
Agent (with sufficient copies for each Lender) (or (i) in the case of clause (e)
below, to the Administrative Agent and (ii) in the case of clause (f) below, to
the relevant Lender):

                  (a) concurrently with the delivery of the financial statements
      referred to in Section 6.1(a), a certificate of the independent certified
      public accountants reporting on such financial statements stating that in
      making the examination necessary therefor no knowledge was obtained of any
      Default or Event of Default under Section 7.1, except as specified in such
      certificate;

                  (b) concurrently with the delivery of any financial statements
      pursuant to Section 6.1, (i) a certificate of a Responsible Officer
      stating that, to the best of each such Responsible Officer's knowledge,
      each Loan Party during such period has observed or performed all of its
      covenants and other agreements, and satisfied every condition, contained
      in this Agreement and the other Loan Documents to which it is a party to
      be observed, performed or satisfied by it, and that such Responsible
      Officer has obtained no knowledge of any Default or Event of Default
      except as specified in such certificate and (ii) a Compliance Certificate
      containing all information and calculations necessary for determining
      compliance by Holdings, the Borrower and its Subsidiaries with the
      provisions of this Agreement referred to therein as of the last day of the
      fiscal quarter or fiscal year of the Borrower, as the case may be;

                  (c) as soon as available, and in any event no later than 45
      days after the end of each fiscal year of the Borrower, a budget for the
      following fiscal year (which shall include projected Consolidated
      Operating Cash Flow and budgeted capital expenditures), and, as soon as
      available, material revisions, if any, of such budget with respect to such
      fiscal year (collectively, the "Budget"), which Budget shall in each case
      be accompanied by a certificate of a Responsible Officer stating that such
      Budget is based on reasonable estimates, information and assumptions and
      that such Responsible Officer has no reason to believe that such Budget is
      incorrect or misleading in any material respect;

                  (d) upon request by the Administrative Agent and within five
      days after the same are sent, copies of all financial statements and
      reports (including reports on Form 10-K, 10-Q or 8-K) that Holdings or the
      Borrower sends to the holders of any class of its debt securities or
      public equity securities and, within five days after the same are filed,
      copies of all financial statements and reports that Holdings or the
      Borrower may make to, or file with, the SEC;
<PAGE>   59
                                                                              54


                  (e) no later than three Business Days prior to consummating
      any transaction described in Section 7.2(f), 7.2(g), 7.5(e), 7.5(f),
      7.5(g), 7.6(b), 7.7(f), 7.7(g) or (with respect to payment of deferred
      management fees) 7.8(c), a certificate of a Responsible Officer
      demonstrating in reasonable detail (i) that both before and after giving
      effect to such transaction, no Default or Event of Default shall be in
      effect (including, on a pro forma basis, pursuant to Section 7.1) and (ii)
      compliance with any other financial tests referred to in the relevant
      Section, provided that, in the case of Investments, Dispositions or the
      payment of deferred management fees, the requirement to deliver such
      certificate shall not apply to any Investment or Disposition pursuant to
      which the Consideration paid is less than $25,000,000 or to any such
      payment of deferred management fees in an amount less than $5,000,000; and

                  (f) promptly, such additional financial and other information
      as any Lender may from time to time reasonably request.

            6.3. Payment of Obligations. Pay, discharge or otherwise satisfy at
or before maturity or before they become delinquent, as the case may be, all its
material obligations of whatever nature, except where the amount or validity
thereof is currently being contested in good faith by appropriate proceedings
and reserves in conformity with GAAP with respect thereto have been provided on
the books of Holdings, the Borrower or its Subsidiaries, as the case may be.

            6.4. Maintenance of Existence; Compliance. (a) (i) Preserve, renew
and keep in full force and effect its existence and take all reasonable action
to maintain all rights, privileges and franchises necessary or desirable in the
normal conduct of its business, except, in each case, as otherwise permitted by
Section 7.4 and except, in the case of clause (ii) above, to the extent that
failure to do so could not reasonably be expected to have a Material Adverse
Effect; and (b) comply with all Contractual Obligations and Requirements of Law
except to the extent that failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

            6.5. Maintenance of Property; Insurance. (a) Keep all material
property useful and necessary in its business in good working order and
condition, ordinary wear and tear excepted and (b) maintain with reputable
insurance companies insurance on all its material property in at least such
amounts and against at least such risks (but including in any event public
liability, product liability and business interruption) as are usually insured
against in the same general area by companies engaged in the same or a similar
business.

            6.6. Inspection of Property; Books and Records; Discussions. (a)
Keep proper books of records and account in which full, true and correct entries
in conformity with GAAP and all Requirements of Law shall be made of all
dealings and transactions in relation to its business and activities and (b)
permit representatives of any Lender, coordinated through the Administrative
Agent, to visit and inspect any of its properties and examine and make abstracts
from any of its books and records at any reasonable time and as often as may
reasonably be desired and to discuss the business, operations, properties and
financial and other condition of Holdings, the Borrower and its Subsidiaries
with officers and employees of Holdings, the Borrower and its Subsidiaries and
with its independent certified public accountants.
<PAGE>   60
                                                                              55


            6.7. Notices. Promptly give notice to the Administrative Agent and
each Lender of:

                  (a) the occurrence of any Default or Event of Default;

                  (b) any (i) default or event of default under any Contractual
      Obligation of Holdings, the Borrower or any of its Subsidiaries or (ii)
      litigation, investigation or proceeding that may exist at any time between
      Holdings, the Borrower or any of its Subsidiaries and any Governmental
      Authority, that, in either case, could reasonably be expected to have a
      Material Adverse Effect;

                  (c) any litigation or proceeding commenced against Holdings,
      the Borrower or any of its Subsidiaries which could reasonably be expected
      to result in a liability of $25,000,000 or more to the extent not covered
      by insurance or which could reasonably be expected to have a Material
      Adverse Effect;

                  (d) the following events, as soon as possible and in any event
      within 30 days after the Borrower knows or has reason to know thereof: (i)
      the occurrence of any Reportable Event with respect to any Plan, a failure
      to make any required contribution to a Plan, the creation of any Lien in
      favor of the PBGC or a Plan or any withdrawal from, or the termination,
      Reorganization or Insolvency of, any Multiemployer Plan or (ii) the
      institution of proceedings or the taking of any other action by the PBGC
      or the Borrower or any Commonly Controlled Entity or any Multiemployer
      Plan with respect to the withdrawal from, or the termination,
      Reorganization or Insolvency of, any Plan; and

                  (e) any other development or event that has had or could
      reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this Section 6.7 shall be accompanied by a statement of
a Responsible Officer setting forth details of the occurrence referred to
therein and stating what action Holdings, the Borrower or the relevant
Subsidiary proposes to take with respect thereto.

            6.8. Environmental Laws. (a) Except as, in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, comply with, and
ensure compliance by all tenants and subtenants, if any, with, all applicable
Environmental Laws, and obtain and comply with and maintain, and ensure that all
tenants and subtenants obtain and comply with and maintain, any and all
licenses, approvals, notifications, registrations or permits required by
applicable Environmental Laws.

            (b) Except as, in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect, conduct and complete all investigations,
studies, sampling and testing, and all remedial, removal and other actions
required under Environmental Laws and promptly comply with all lawful orders and
directives of all Governmental Authorities regarding Environmental Laws.

            6.9. Additional Collateral. With respect to any new Subsidiary
(other than a Shell Subsidiary so long as it qualifies as such) created or
acquired after the Restatement
<PAGE>   61
                                                                              56


Effective Date by the Borrower or any of its Subsidiaries (which shall be deemed
to have occurred in the event that any Non-Recourse Subsidiary ceases to qualify
as such), promptly (a) execute and deliver to the Administrative Agent such
amendments to the Guarantee and Collateral Agreement as the Administrative Agent
deems necessary or advisable to grant to the Administrative Agent, for the
benefit of the Lenders, a perfected first priority security interest in the
Equity Interests and intercompany obligations of such new Subsidiary that are
held by the Borrower or any of its Subsidiaries (limited, in the case of Equity
Interests of any Foreign Subsidiary, to 66% of the total outstanding Equity
Interests of such Foreign Subsidiary), (b) deliver to the Administrative Agent
the certificates, if any, representing such Equity Interests, and any
intercompany notes evidencing such obligations, together with undated stock
powers and endorsements, in blank, executed and delivered by a duly authorized
officer of the Borrower or such Subsidiary, as the case may be, and (c) except
in the case of a Foreign Subsidiary or an Excluded Acquired Subsidiary (until it
ceases to qualify as such), cause such new Subsidiary (i) to become a party to
the Guarantee and Collateral Agreement and (ii) to take such actions necessary
or advisable to grant to the Administrative Agent for the benefit of the Lenders
a perfected first priority security interest in the Collateral described in the
Guarantee and Collateral Agreement with respect to such new Subsidiary,
including the filing of Uniform Commercial Code financing statements in such
jurisdictions as may be required by the Guarantee and Collateral Agreement or by
law or as may be requested by the Administrative Agent.

            6.10. Organizational Separateness. In the case of Holdings, each
Specified Holdings Subsidiary, each Non-Recourse Subsidiary and the Borrower and
its Subsidiaries, (a) satisfy customary formalities with respect to
organizational separateness, including, without limitation, (i) the maintenance
of separate books and records and (ii) the maintenance of separate bank or other
deposit or investment accounts in its own name; (b) act solely in its own name
and through its authorized officers and agents; (c) in the case of the Borrower
or any of its Subsidiaries, not make or agree to make any payment to a creditor
of Holdings, any Specified Holdings Subsidiary or any Non-Recourse Subsidiary;
(d) not commingle any money or other assets of Holdings, any Specified Holdings
Subsidiary or any Non-Recourse Subsidiary with any money or other assets of the
Borrower or any of its Subsidiaries; and (e) not take any action, or conduct its
affairs in a manner, which could reasonably be expected to result in the
separate organizational existence of Holdings, each Specified Holdings
Subsidiary and each Non-Recourse Subsidiary from the Borrower and its
Subsidiaries being ignored under any circumstance. Holdings agrees to cause each
Specified Holdings Subsidiary, and the Borrower agrees to cause each
Non-Recourse Subsidiary, to comply with the applicable provisions of this
Section 6.10.

            6.11. ERISA Reports. Furnish to the Administrative Agent as soon as
available to the Borrower or Holdings the following items with respect to any
Plan:

                  (a) any request for a waiver of the funding standards or an
      extension of the amortization period;

                  (b) any reportable event (as defined in Section 4043 of
      ERISA), unless the notice requirement with respect thereto has been waived
      by regulation;
<PAGE>   62
                                                                              57


                  (c) any notice received by any Commonly Controlled Entity that
      the PBGC has instituted or intends to institute proceedings to terminate
      any Plan, or that any Multiemployer Plan is Insolvent or in
      Reorganization;

                  (d) notice of the possibility of the termination of any Plan
      by its administrator pursuant to Section 4041 of ERISA; and

                  (e) notice of the intention of any Commonly Controlled Entity
      to withdraw, in whole or in part, from any Multiemployer Plan.

            6.12. ERISA, etc. Comply in all material respects with the
provisions of ERISA and the Code applicable to each Plan. Each of Holdings, the
Borrower and its Subsidiaries will meet all minimum funding requirements
applicable to them with respect to any Plan pursuant to Section 302 of ERISA or
Section 412 of the Code, without giving effect to any waivers of such
requirements or extensions of the related amortization periods which may be
granted. At no time shall the Accumulated Benefit Obligations under any Plan
that is not a Multiemployer Plan exceed the fair market value of the assets of
such Plan allocable to such benefits by more than $10,000,000. After the
Restatement Effective Date, Holdings, the Borrower and its Subsidiaries will not
withdraw, in whole or in part, from any Multiemployer Plan so as to give rise to
withdrawal liability exceeding $10,000,000 in the aggregate. At no time shall
the actuarial present value of unfunded liabilities for post-employment health
care benefits, whether or not provided under a Plan, calculated in a manner
consistent with Statement No. 106 of the Financial Accounting Standards Board,
exceed $10,000,000.

                         ARTICLE VII NEGATIVE COVENANTS

            Holdings and the Borrower hereby agree that, so long as the Tranche
A Incremental Term Commitments or the Revolving Commitments remain in effect,
any Letter of Credit remains outstanding or any Loan or other amount is owing to
any Lender or any Agent hereunder, each of Holdings and the Borrower shall not,
and shall not permit any Subsidiary of the Borrower to, directly or indirectly
(provided that only Sections 7.2, 7.3, 7.4, 7.10, 7.12, 7.14(b) and 7.15 shall
apply to Holdings):

            7.1. Financial Condition Covenants.

            (a) Consolidated Leverage Ratio. Permit the Consolidated Leverage
Ratio determined as of the last day of any fiscal quarter of the Borrower ending
during any period set forth below to exceed the ratio set forth below opposite
such period:

<TABLE>
<CAPTION>
                      Period            Consolidated Leverage Ratio
                      ------            ---------------------------
<S>                                     <C>
            through 12/31/01                  6.00 to 1.0
            01/01/02 - 12/31/02               5.50 to 1.0
            01/01/03 - 09/30/03               4.75 to 1.0
            10/01/03 and thereafter           4.00 to 1.0
</TABLE>
<PAGE>   63
                                                                              58


            (b) Consolidated Interest Coverage Ratio. Permit the Consolidated
Interest Coverage Ratio determined as of the last day of any fiscal quarter
ending during any period set forth below to be less than the ratio set forth
below opposite such period:


<TABLE>
<CAPTION>
                                              Consolidated
                      Period             Interest Coverage Ratio
                      ------             -----------------------
<S>                                      <C>
            through 12/31/02                  1.50 to 1.0
            01/01/03 - 12/31/03               1.75 to 1.0
            01/01/04 and thereafter           2.00 to 1.0
</TABLE>

            (c) Consolidated Debt Service Coverage Ratio. Permit the
Consolidated Debt Service Coverage Ratio determined as of the last day of any
fiscal quarter to be less than (i) 1.15 to 1.0, in the case of any fiscal
quarter ending on or prior to June 30, 2003 or (ii) 1.25 to 1.0, in the case of
any fiscal quarter ending thereafter.

            7.2. Indebtedness. Create, issue, incur, assume, become liable in
respect of or suffer to exist any Indebtedness, except:

                  (a) Indebtedness of any Loan Party pursuant to any Loan
      Document;

                  (b) Indebtedness of the Borrower to any Subsidiary and of any
      Wholly Owned Subsidiary Guarantor to the Borrower or any other Subsidiary;

                  (c) Guarantee Obligations incurred in the ordinary course of
      business by the Borrower or any of its Subsidiaries of obligations of any
      Wholly Owned Subsidiary Guarantor;

                  (d) Indebtedness described on Schedule 7.2(d);

                  (e) Indebtedness (including, without limitation, Capital Lease
      Obligations) secured by Liens permitted by Section 7.3(f) in an aggregate
      principal amount not to exceed $30,000,000 at any one time outstanding;

                  (f) Indebtedness of the Borrower (but not any Subsidiary of
      the Borrower) incurred on any Threshold Transaction Date so long as (i) no
      Default or Event of Default shall have occurred and be continuing or would
      result therefrom, (ii) such Indebtedness shall have no scheduled
      amortization prior to the date that is one year after the final maturity
      of the Term Loans outstanding on the date such Indebtedness is incurred,
      (iii) such Indebtedness is unsecured and the covenants and default
      provisions applicable to such Indebtedness shall be no more restrictive
      than those contained in this Agreement and (iv) such Indebtedness shall be
      subordinated to the Loans and other obligations under the Loan Documents
      pursuant to subordination terms reasonably satisfactory to the
      Administrative Agent, provided that the requirement that such Indebtedness
      be incurred on a Threshold Transaction Date shall not apply in the case of
      any refinancing of Indebtedness previously incurred pursuant to this
      Section 7.2(f) so
<PAGE>   64
                                                                              59


      long as the interest rate and cash-pay characteristics applicable to such
      refinancing Indebtedness are no more onerous than those applicable to such
      refinanced Indebtedness;

                  (g) Indebtedness of any Person that becomes a Subsidiary
      pursuant to an Investment permitted by Section 7.7, so long as (i) no
      Default or Event of Default shall have occurred and be continuing or would
      result therefrom, (ii) such Indebtedness existed at the time of such
      Investment and was not created in anticipation thereof, (iii) the Borrower
      shall use its best efforts to cause such Indebtedness to be repaid no
      later than 120 days after the date of such Investment, (iv) if such
      Indebtedness is not repaid within such period then, until such
      Indebtedness is repaid, the operating cash flow of the relevant Subsidiary
      shall be excluded for the purposes of calculating Consolidated Operating
      Cash Flow (whether or not distributed to the Borrower or any of its other
      Subsidiaries) and (v) the aggregate outstanding principal amount of
      Indebtedness incurred pursuant to this paragraph shall not exceed
      $150,000,000;

                  (h) letters of credit for the account of the Borrower or any
      of its Subsidiaries obtained other than pursuant to this Agreement, so
      long as the aggregate undrawn face amount thereof, together with any
      unreimbursed reimbursement obligations in respect thereof, does not exceed
      $20,000,000 at any one time;

                  (i) Indebtedness of Holdings (but not the Borrower or any of
      its Subsidiaries) owing to any Affiliate of Holdings so long as (i) such
      Indebtedness shall have no scheduled amortization prior to the date that
      is one year after the final maturity of the Term Loans outstanding on the
      date such Indebtedness is incurred and (ii) 100% of the Net Cash Proceeds
      thereof (other than any such Net Cash Proceeds that are applied to
      refinance other Indebtedness of Holdings) shall be used by Holdings to
      make Investments in one or more of its Affiliates engaged substantially
      exclusively in businesses of the type described in Section 7.14(a); and

                  (j) additional Indebtedness of the Borrower or any of its
      Subsidiaries in an aggregate principal amount (for the Borrower and all
      Subsidiaries) not to exceed $50,000,000 at any one time outstanding.

            7.3. Liens. Create, incur, assume or suffer to exist any Lien upon
any of its property, whether now owned or hereafter acquired, except:

                  (a) Liens for taxes, assessments and other governmental
      charges not yet due or that are being contested in good faith by
      appropriate proceedings, provided that adequate reserves with respect
      thereto are maintained on the books of Holdings, the Borrower or its
      Subsidiaries, as the case may be, in conformity with GAAP;

                  (b) 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 by appropriate proceedings;

                  (c) pledges or deposits in connection with workers'
      compensation, unemployment insurance and other social security
      legislation;
<PAGE>   65
                                                                              60


                  (d) deposits made to secure the performance of bids, tenders,
      trade contracts, leases, statutory or regulatory obligations, surety and
      appeal bonds, bankers acceptances, government contracts, performance bonds
      and other obligations of a like nature incurred in the ordinary course of
      business, in each case excluding obligations for borrowed money;

                  (e) easements, rights-of-way, municipal and zoning ordinances,
      title defects, restrictions and other similar encumbrances incurred in the
      ordinary course of business that, in the aggregate, are not substantial in
      amount and that do not in any case materially detract from the value of
      the property subject thereto or materially interfere with the ordinary
      conduct of the business of Holdings, the Borrower or any of its
      Subsidiaries;

                  (f) Liens securing Indebtedness of Holdings, the Borrower or
      any of its Subsidiaries incurred pursuant to Section 7.2(e) to finance the
      acquisition of fixed or capital assets, provided that (i) such Liens shall
      be created substantially simultaneously with the acquisition of such fixed
      or capital assets, (ii) such Liens do not at any time encumber any
      property other than the property financed by such Indebtedness and (iii)
      the amount of Indebtedness secured thereby is not increased;

                  (g) Liens created pursuant to the Guarantee and Collateral
      Agreement securing obligations of the Loan Parties under (i) the Loan
      Documents, (ii) Hedge Agreements provided by any Lender or any Affiliate
      of any Lender and (iii) letters of credit issued pursuant to Section
      7.2(h) by any Lender or any Affiliate of any Lender;

                  (h) any landlord's Lien or other interest or title of a lessor
      under any lease or a licensor under a license entered into by Holdings,
      the Borrower or any of its Subsidiaries in the ordinary course of its
      business and covering only the assets so leased or licensed;

                  (i) Liens created under Pole Agreements on cables and other
      property affixed to transmission poles or contained in underground
      conduits;

                  (j) Liens of or restrictions on the transfer of assets imposed
      by any franchisors, utilities or other regulatory bodies or any federal,
      state or local statute, regulation or ordinance, in each case arising in
      the ordinary course of business in connection with franchise agreements or
      Pole Agreements;

                  (k) Liens arising from judgments or decrees not constituting
      an Event of Default under Section 8(h); and

                  (l) Liens not otherwise permitted by this Section so long as
      neither (i) the aggregate outstanding principal amount of the obligations
      secured thereby nor (ii) the aggregate fair market value (determined as of
      the date such Lien is incurred) of the assets subject thereto exceeds (as
      to Holdings, the Borrower and all Subsidiaries) $20,000,000 at any one
      time.
<PAGE>   66
                                                                              61


            7.4. Fundamental Changes. Enter into any merger, consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), or Dispose of all or substantially all of its
property or business, except that:

                  (a) any Subsidiary of the Borrower may be merged or
      consolidated with or into any Wholly Owned Subsidiary Guarantor (provided
      that the Wholly Owned Subsidiary Guarantor shall be the continuing or
      surviving entity);

                  (b) any Subsidiary of the Borrower may be merged or
      consolidated with or into the Borrower (provided that the Borrower shall
      be the continuing or surviving entity);

                  (c) any Subsidiary of the Borrower may Dispose of any or all
      of its assets (upon voluntary liquidation or otherwise) to any Wholly
      Owned Subsidiary Guarantor;

                  (d) any Shell Subsidiary may be dissolved; and

                  (e) so long as no Default or Event of Default has occurred or
      is continuing or would result therefrom, Holdings may be merged or
      consolidated with any Affiliate of Paul G. Allen (provided that either (i)
      Holdings is the continuing or surviving entity or (ii) if Holdings is not
      the continuing or surviving entity, such continuing or surviving entity
      assumes the obligations of Holdings under the Loan Documents to which it
      is a party pursuant to an instrument in form and substance reasonably
      satisfactory to the Administrative Agent and, in connection therewith, the
      Administrative Agent shall receive such legal opinions, certificates and
      other documents as it may reasonably request).

            7.5. Disposition of Property. Dispose of any of its property,
whether now owned or hereafter acquired, or, in the case of any Subsidiary,
issue or sell any Equity Interests to any Person, except:

                  (a) the Disposition of obsolete or worn out property in the
      ordinary course of business;

                  (b) the sale of inventory in the ordinary course of business;

                  (c) Dispositions expressly permitted by Section 7.4;

                  (d) the sale or issuance of any Subsidiary's Equity Interests
      to the Borrower or any Wholly Owned Subsidiary Guarantor;

                  (e) the Disposition (directly or indirectly through the
      Disposition of 100% of the Equity Interests of a Subsidiary) of operating
      assets by the Borrower or any of its Subsidiaries (it being understood
      that Exchange Excess Amounts shall be deemed to constitute usage of
      availability in respect of Dispositions pursuant to this Section 7.5(e)),
      provided that (i) on the date of such Disposition (the "Disposition
      Date"), no Default or Event of Default shall have occurred and be
      continuing or would result
<PAGE>   67
                                       62



      therefrom; (ii) the Annualized Asset Cash Flow Amount attributable to the
      assets being disposed of, when added to the Annualized Asset Cash Flow
      Amount attributable to all other assets previously disposed of pursuant to
      this Section 7.5(e) during the one-year period ending on such Disposition
      Date (or, if shorter, the period from the Restatement Effective Date to
      such Disposition Date), shall not exceed an amount equal to 30% of
      Annualized Pro Forma Operating Cash Flow determined as of such Disposition
      Date; (iii) the Annualized Asset Cash Flow Amount attributable to the
      assets being disposed of, when added to the Annualized Asset Cash Flow
      Amount attributable to all other assets previously disposed of pursuant to
      this Section 7.5(e) during the period from the Restatement Effective Date
      to such Disposition Date), shall not exceed an amount equal to 50% of
      Annualized Pro Forma Operating Cash Flow determined as of such Disposition
      Date; (iv) at least 75% of the proceeds of such Disposition shall be in
      the form of cash; and (v) the Net Cash Proceeds of such Disposition shall
      be applied to prepay the Term Loans to the extent required by Section
      2.9(a);

                  (f) any Exchange by the Borrower and its Subsidiaries,
      provided that (i) on the date of such Exchange, no Default or Event of
      Default shall have occurred and be continuing or would result therefrom;
      (ii) the assets received in connection with such Exchange shall be
      received by the Borrower or a Wholly Owned Subsidiary of the Borrower;
      (iii) in the event that (x) any cash consideration is paid to the Borrower
      or any of its Subsidiaries in connection with such Exchange and (y) the
      Annualized Asset Cash Flow Amount attributable to the assets being
      Exchanged exceeds the annualized asset cash flow amount (determined in a
      manner comparable to the manner in which Annualized Asset Cash Flow
      Amounts are determined hereunder) of the assets received in connection
      with such Exchange (such excess amount, an "Exchange Excess Amount"),
      then, the Disposition of such Exchange Excess Amount is permitted by
      clauses (ii) and (iii) of Section 7.5(e); and (iv) the Net Cash Proceeds
      of such Exchange, if any, shall be applied to prepay the Term Loans to the
      extent required by Section 2.9(a);

                  (g) Dispositions of property acquired after the Restatement
      Effective Date, (other than property acquired in connection with Exchanges
      of property owned on the Restatement Effective Date), so long as (i) no
      Default or Event of Default shall have occurred and be continuing or would
      result therefrom, (ii) a definitive agreement to consummate such
      Disposition is executed no later than twelve months after the date on
      which relevant property is acquired and (iii) such Disposition is
      consummated within eighteen months after the date on which the relevant
      property is acquired; and

                  (h) the Disposition of other property having a fair market
      value not to exceed $5,000,000 in the aggregate for any fiscal year of the
      Borrower.

            7.6. Restricted Payments. Declare or pay any dividend (other than
dividends payable solely in common stock of the Person making such dividend) on,
or make any payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, defeasance, retirement or other
acquisition of, any Equity Interests of Holdings, the Borrower or any
Subsidiary, whether now or hereafter outstanding, or make any other distribution
in respect thereof, either directly or indirectly, whether in cash or property
or in
<PAGE>   68
                                                                              63


obligations of Holdings, the Borrower or any Subsidiary (collectively,
"Restricted Payments"), except that:

                  (a) any Subsidiary may make Restricted Payments to the
      Borrower or any Wholly Owned Subsidiary Guarantor;

                  (b) the Borrower may make distributions (directly or
      indirectly) to any Qualified Parent Company or any Affiliate of the
      Borrower for the purpose of enabling such Person to make scheduled
      interest payments in respect of its Qualified Indebtedness, provided that
      (i) no Default or Event of Default shall have occurred and be continuing
      or would result therefrom, (ii) each such distribution shall be made on a
      Threshold Transaction Date (except in the case of any distribution made
      for the purpose of paying interest on (x) Qualified Indebtedness to the
      extent that the Net Cash Proceeds thereof were contributed to the Borrower
      as a capital contribution or (y) Qualified Indebtedness incurred to
      refinance such Qualified Indebtedness or (z) the 8% Senior Notes due 2009,
      issued by Bresnan Communications Group LLC and Bresnan Capital Corporation
      on February 2, 1999 outstanding as of the Restatement Effective Date or
      any replacement debt thereof in an aggregate principal amount not to
      exceed $170,000,000) (it being understood that, in the event that any
      Qualified Indebtedness is used for any of the purposes described in clause
      (x), (y) or (z) of the preceding parenthetical and for other purposes, the
      portion used for such purposes described in such clause will be entitled
      to the exclusion created by the preceding parenthetical) and (iii) each
      such distribution shall be made no earlier than three Business Days prior
      to the date the relevant interest payment is due;

                  (c) so long as no Default or Event of Default has occurred and
      is continuing or would result therefrom, (i) the Borrower may make
      distributions to Holdings or direct payments to be used to repurchase,
      redeem or otherwise acquire or retire for value any Equity Interests of
      any Qualified Parent Company held by any member of management of Holdings,
      the Borrower or any of its Subsidiaries pursuant to any management equity
      subscription agreement or stock option agreement in effect as of the
      Restatement Effective Date, provided that the aggregate amount of such
      distributions shall not exceed $10,000,000 in any fiscal year of the
      Borrower and (ii) the Borrower may make distributions to Holdings as
      described in the last sentence of Section 7.9;

                  (d) so long as no Default or Event of Default has occurred and
      is continuing or would result therefrom, the Borrower may make
      distributions to Holdings for any purpose, provided that, after giving
      effect to any such distribution pursuant to this paragraph (d), the
      Consolidated Leverage Ratio shall be less than 3.50 to 1.0;

                  (e) the Borrower may make distributions to Holdings to permit
      Holdings (or any parent company thereof) to pay (i) attorneys' fees,
      investment banking fees, accountants' fees, underwriting discounts and
      commissions and other customary fees and expenses actually incurred in
      connection with any issuance, sale or incurrence by Holdings (or any such
      parent company) of Equity Interests or Indebtedness (other than any such
      amounts customarily paid out of the proceeds of transactions of such
      type), provided, that such amounts shall be allocated in an appropriate
      manner (determined after
<PAGE>   69
                                                                              64


      consultation with the Administrative Agent) among the Borrower and the
      other Subsidiaries, if any, of the issuer or obligor in respect of such
      Equity Interests or Indebtedness and (ii) other administrative expenses
      (including legal, accounting, other professional fees and costs, printing
      and other such fees and expenses) incurred in the ordinary course of
      business, in an aggregate amount in the case of this clause (ii) not to
      exceed $4,000,000 in any fiscal year; and

                  (f) in respect of any calendar year or portion thereof during
      which the Borrower is a Flow-Through Entity, so long as no Default or
      Event of Default has occurred and is continuing or would result therefrom,
      the Borrower may make distributions (directly or indirectly) to the direct
      or indirect holders of the Equity Interests of the Borrower that are not
      Flow-Through Entities, in proportion to their ownership interests,
      sufficient to permit each such holder to pay income taxes that are
      required to be paid by it with respect to its Equity Interests in the
      Borrower for the prior calendar year, as estimated by the Borrower in good
      faith.

            7.7. Investments. Make any advance, loan, extension of credit (by
way of guaranty or otherwise) or capital contribution to, or purchase any Equity
Interests, bonds, notes, debentures or other debt securities of, or any assets
constituting a significant part of a business unit of, or make any other
investment in, any Person (all of the foregoing, "Investments"), except:

                  (a) extensions of trade credit in the ordinary course of
      business;

                  (b) investments in Cash Equivalents;

                  (c) Guarantee Obligations permitted by Section 7.2;

                  (d) loans and advances to employees of the Borrower or any of
      its Subsidiaries in the ordinary course of business (including for travel,
      entertainment and relocation expenses) in an aggregate amount not to
      exceed $2,000,000 at any one time outstanding;

                  (e) Investments by the Borrower or any of its Subsidiaries in
      the Borrower or any Person that, prior to such investment, is a Wholly
      Owned Subsidiary Guarantor;

                  (f) acquisitions by the Borrower or any Wholly Owned
      Subsidiary Guarantor of operating assets (substantially all of which
      consist of cable systems), directly through an asset acquisition or
      indirectly through the acquisition of 100% of the Equity Interests of a
      Person substantially all of whose assets consist of cable systems,
      provided, that (i) no Default or Event of Default shall have occurred and
      be continuing or would result therefrom and (ii) the aggregate
      Consideration (excluding Consideration paid with the proceeds of Paul
      Allen Contributions and Consideration consisting of operating assets
      transferred in connection with Exchanges) paid in connection with such
      acquisitions, other than acquisitions consummated on a Threshold
      Transaction Date, shall not exceed $300,000,000 during the term of this
      Agreement;
<PAGE>   70
                                                                              65


                  (g) the Borrower or any of its Subsidiaries may contribute
      cable systems to any Non-Recourse Subsidiary so long as (i) such
      Disposition is permitted pursuant to Section 7.5(e), (ii) no Default or
      Event of Default shall have occurred and be continuing or would result
      therefrom, (iii) after giving effect thereto, the Consolidated Leverage
      Ratio shall be equal to or lower than the Consolidated Leverage Ratio in
      effect immediately prior thereto and (iv) the Equity Interests received by
      the Borrower or any of its Subsidiaries in connection therewith shall be
      pledged as Collateral (either directly or through a holding company parent
      of such Non-Recourse Subsidiary so long as such parent is a Wholly Owned
      Subsidiary Guarantor); and

                  (h) in addition to Investments otherwise expressly permitted
      by this Section, Investments by the Borrower or any of its Subsidiaries in
      an aggregate amount (valued at cost) not to exceed $200,000,000 during the
      term of this Agreement.

            7.8. Certain Payments and Modifications Relating to Indebtedness and
Management Fees. (a) Make or offer to make any payment, prepayment, repurchase
or redemption in respect of, or otherwise optionally or voluntarily defease or
segregate funds with respect to (collectively, "prepayment"), any Specified
Long-Term Indebtedness, other than (i) the payment of scheduled interest
payments required to be made in cash, (ii) the prepayment of Specified
Subordinated Debt with the proceeds of other Specified Long-Term Indebtedness or
of Loans and (iii) the prepayment of any such Indebtedness with the proceeds of
other Specified Long-Term Indebtedness so long as such new Indebtedness has
terms no less favorable to the interests of the Borrower and the Lenders than
those applicable to the Indebtedness being refinanced.

            (b) Amend, modify, waive or otherwise change, or consent or agree to
any amendment, modification, waiver or other change to, any of the terms of the
any Specified Long-Term Indebtedness, other than any such amendment,
modification, waiver or other change that (i) (x) would extend the maturity or
reduce the amount of any payment of principal thereof or reduce the rate or
extend any date for payment of interest thereon or (y) is immaterial to the
interests of the Lenders and (ii) does not involve the payment of a consent fee.

            (c) Make, agree to make or expense any payment in respect of
management fees, directly or indirectly, except that the Borrower may pay
management fees pursuant to the Management Fee Agreement so long as (i) no
Default or Event of Default shall have occurred and be continuing or would
result therefrom, (ii) the aggregate amount of such payments expensed during any
fiscal year of the Borrower shall not exceed 3.50% of consolidated revenues of
the Borrower and its consolidated Subsidiaries for such fiscal year (provided
that, in addition, payments of management fees may be made in respect of amounts
that have been accrued, but were not paid, during any preceding fiscal year of
the Borrower ending on or after December 31, 2000, so long as the aggregate
amount of payments made pursuant to this parenthetical during any fiscal year of
the Borrower (other than any such payments made on a Threshold Management Fee
Date), when added to the aggregate amount of non-deferred management fees
otherwise paid pursuant to this clause (ii) during such fiscal year, shall not
exceed 5.0% of consolidated revenues of the Borrower and its consolidated
Subsidiaries for such fiscal year) and (iii) each such payment shall be made no
earlier than three Business Days prior to the date such payment is due.
<PAGE>   71
                                                                              66


            (d) Amend, modify, waive or otherwise change, or consent or agree to
any amendment, modification, waiver or other change to, any of the terms of the
Management Fee Agreement, other than any such amendment, modification, waiver or
other change that (i) (x) would extend the due date or reduce (or increase to
the amount permitted by Section 7.8(c)) the amount of any payment thereunder or
(y) does not adversely affect the interests of the Lenders (it being understood
that a change in the manager thereunder to another member of the Charter Group
does not adversely affect the interests of the Lenders) and (ii) does not
involve the payment of a consent fee or adversely affect the subordination of
the management fees to the Loans or the guarantees thereof, as the case may be.

            7.9. Transactions with Affiliates. Enter into any transaction,
including any purchase, sale, lease or exchange of property, the rendering of
any service or the payment of any management, advisory or similar fees, with any
Affiliate (other than the Borrower or any Wholly Owned Subsidiary Guarantor)
unless such transaction is (a) not prohibited under this Agreement, (b) in the
ordinary course of business of the Borrower or such Subsidiary, as the case may
be, and (c) upon fair and reasonable terms no less favorable to the Borrower or
such Subsidiary, as the case may be, than it would obtain in a comparable arm's
length transaction with a Person that is not an Affiliate. The foregoing
restrictions shall not apply to transactions expressly permitted by Section 7.6
or Section 7.8(c). Notwithstanding anything to the contrary in this Section 7.9,
so long as no Default or Event of Default shall have occurred and be continuing
or would result therefrom, the Borrower shall be permitted to pay (either
directly or by way of a distribution to Holdings) amounts not in excess of 1.0%
of the aggregate enterprise value of Investments permitted hereby to certain
Affiliates of the Borrower.

            7.10. Sales and Leasebacks. Enter into any arrangement with any
Person (other than Subsidiaries of the Borrower) providing for the leasing by
Holdings, the Borrower or any Subsidiary of real or personal property that has
been or is to be sold or transferred by Holdings, the Borrower or such
Subsidiary to such Person or to any other Person to whom funds have been or are
to be advanced by such Person on the security of such property or rental
obligations of Holdings, the Borrower or such Subsidiary unless, after giving
effect thereto, the aggregate outstanding amount of Attributable Debt does not
exceed $40,000,000.

            7.11. Changes in Fiscal Periods. Permit the fiscal year of the
Borrower to end on a day other than December 31 or change the Borrower's method
of determining fiscal quarters.

            7.12. Negative Pledge Clauses. Enter into or suffer to exist or
become effective any agreement that prohibits or limits the ability of Holdings,
the Borrower or any of its Subsidiaries to create, incur, assume or suffer to
exist any Lien upon any of its property or revenues, whether now owned or
hereafter acquired, to secure its obligations under the Loan Documents to which
it is a party (without regard to the amount of such obligations), other than (a)
this Agreement and the other Loan Documents, (b) any agreements governing any
purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in
which case, any prohibition or limitation shall only be effective against the
assets financed thereby) and (c) pursuant to Contractual Obligations assumed in
connection with Investments (but not created in contemplation thereof) so long
as the maximum aggregate liabilities of Holdings and its Subsidiaries pursuant
thereto do not exceed $4,000,000 at any time.
<PAGE>   72
                                                                              67


            7.13. Clauses Restricting Subsidiary Distributions. Enter into or
suffer to exist or become effective any consensual encumbrance or restriction on
the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in
respect of any Equity Interests of such Subsidiary held by, or pay any
Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b)
make loans or advances to, or other Investments in, the Borrower or any other
Subsidiary of the Borrower or (c) transfer any of its assets to the Borrower or
any other Subsidiary of the Borrower, except for such encumbrances or
restrictions existing under or by reason of (i) any restrictions existing under
the Loan Documents and (ii) any restrictions with respect to a Subsidiary
imposed pursuant to an agreement that has been entered into in connection with
the Disposition of all or substantially all of the Equity Interests or assets of
such Subsidiary in a transaction otherwise permitted by this Agreement.

            7.14. Lines of Business; Holding Company Status. (a) Enter into any
business, either directly or through any Subsidiary, except for (i) those
businesses in which the Borrower and its Subsidiaries are significantly engaged
on the date of this Agreement and (ii) businesses which are reasonably similar
or related thereto or reasonable extensions thereof but not, in the case of this
clause (ii), in the aggregate, material to the overall business of the Borrower
and its Subsidiaries (collectively, "Permitted Lines of Business"), provided,
that, in any event, the Borrower and its Subsidiaries will continue to be
primarily engaged in the businesses in which they are primarily engaged on the
date of this Agreement.

             (b) In the case of Holdings, (i) conduct, transact or otherwise
engage in, or commit to conduct, transact or otherwise engage in, any business
or operations other than those incidental to its ownership of the Equity
Interests in other Persons or (ii) own, lease, manage or otherwise operate any
properties or assets other than Equity Interests in the Borrower.

            7.15. Investments by Holdings in the Borrower. In the case of
Holdings, make any Investment in the Borrower other than in the form of a
capital contribution, unless such Investment is evidenced by a note and pledged
to the Administrative Agent pursuant to the Guarantee and Collateral Agreement.

                         ARTICLE VIII EVENTS OF DEFAULT

            If any of the following events shall occur and be continuing:

                  (a) the Borrower shall fail to pay any principal of any Loan
      or Reimbursement Obligation when due in accordance with the terms hereof;
      or the Borrower shall fail to pay any interest on any Loan or
      Reimbursement Obligation, or any other amount payable hereunder or under
      any other Loan Document, within five days after any such interest or other
      amount becomes due in accordance with the terms hereof; or

                  (b) any representation or warranty made or deemed made by any
      Loan Party herein or in any other Loan Document or that is contained in
      any certificate, document or financial or other statement furnished by it
      at any time under or in connection with this Agreement or any such other
      Loan Document shall prove to have been inaccurate in any material respect
      on or as of the date made or deemed made; or
<PAGE>   73
                                                                              68


                  (c) any Loan Party shall default in the observance or
      performance of any agreement contained in clause (i) or (ii) of Section
      6.4(a) (with respect to Holdings and the Borrower only), Section 6.7(a) or
      Section 7 of this Agreement or Sections 6.4 and 6.6(b) of the Guarantee
      and Collateral Agreement; or

                  (d) any Loan Party shall default in the observance or
      performance of any other agreement contained in this Agreement or any
      other Loan Document (other than as provided in paragraphs (a) through (c)
      of this Section), and such default shall continue unremedied for a period
      of 30 days after notice to the Borrower from the Administrative Agent or
      the Majority Lenders; or

                  (e) Holdings, the Borrower or any of its Subsidiaries shall
      (i) default in making any payment of any principal of any Indebtedness
      (including any Guarantee Obligation, but excluding the Loans) on the
      scheduled or original due date with respect thereto; or (ii) default in
      making any payment of any interest on any such Indebtedness beyond the
      period of grace, if any, provided in the instrument or agreement under
      which such Indebtedness was created; or (iii) default in the observance or
      performance of any other agreement or condition relating to any such
      Indebtedness or contained in any instrument or agreement evidencing,
      securing or relating thereto, or any other event shall occur or condition
      exist, the effect of which default or other event or condition is to
      cause, or to permit the holder or beneficiary of such Indebtedness (or a
      trustee or agent on behalf of such holder or beneficiary) to cause, with
      the giving of notice if required, such Indebtedness to become due prior to
      its stated maturity or (in the case of any such Indebtedness constituting
      a Guarantee Obligation) to become payable; provided, that a default, event
      or condition described in clause (i), (ii) or (iii) of this paragraph (e)
      shall not at any time constitute an Event of Default unless, at such time,
      one or more defaults, events or conditions of the type described in
      clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and
      be continuing with respect to Indebtedness of Holdings, the Borrower and
      its Subsidiaries the outstanding principal amount of which exceeds in the
      aggregate $25,000,000; or

                  (f) (i) Holdings, the Borrower or any of its Subsidiaries
      shall commence any case, proceeding or other action (A) under any existing
      or future law of any jurisdiction, domestic or foreign, relating to
      bankruptcy, insolvency, reorganization or relief of debtors, seeking to
      have an order for relief entered with respect to it, or seeking to
      adjudicate it a bankrupt or insolvent, or seeking reorganization,
      arrangement, adjustment, winding-up, liquidation, dissolution, composition
      or other relief with respect to it or its debts, or (B) seeking
      appointment of a receiver, trustee, custodian, conservator or other
      similar official for it or for all or any substantial part of its assets,
      or Holdings, the Borrower or any of its Subsidiaries shall make a general
      assignment for the benefit of its creditors; or (ii) there shall be
      commenced against Holdings, the Borrower or any of its Subsidiaries any
      case, proceeding or other action of a nature referred to in clause (i)
      above that (A) results in the entry of an order for relief or any such
      adjudication or appointment or (B) remains undismissed, undischarged or
      unbonded for a period of 60 days; or (iii) there shall be commenced
      against Holdings, the Borrower or any of its Subsidiaries any case,
      proceeding or other action seeking issuance of a warrant of attachment,
      execution, distraint or similar process against all or any substantial
      part of its
<PAGE>   74
                                                                              69


      assets, or Holdings, the Borrower or any of its Subsidiaries shall make a
      general assignment for the benefit of its creditors; or (ii) there shall
      be commenced against Holdings, the Borrower or any of its Subsidiaries any
      case, proceeding or other action of a nature referred to in clause (i)
      above that (A) results in the entry of an order for relief or any such
      adjudication or appointment or (B) remains undismissed, undischarged or
      unbonded for a period of 60 days; or (iii) there shall be commenced
      against Holdings, the Borrower or any of its Subsidiaries any case,
      proceeding or other action seeking issuance of a warrant of attachment,
      execution, distraint or similar process against all or any substantial
      part of its assets that results in the entry of an order for any such
      relief that shall not have been vacated, discharged, or stayed or bonded
      pending appeal within 60 days from the entry thereof; or (iv) Holdings,
      the Borrower or any of its Subsidiaries shall take any action in
      furtherance of, or indicating its consent to, approval of, or acquiescence
      in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v)
      Holdings, the Borrower or any of its Subsidiaries shall generally not, or
      shall be unable to, or shall admit in writing its inability to, pay its
      debts as they become due; or

                  (g) (i) Commonly Controlled Entities shall fail to pay when
      due amounts (other than amounts being contested in good faith through
      appropriate proceedings) for which they shall have become liable under
      Title IV of ERISA to pay to the PBGC or to a Plan, (ii) the PBGC shall
      institute proceedings under Title IV of ERISA to terminate or to cause a
      trustee to be appointed to administer any Plan or a proceeding shall be
      instituted by a fiduciary of any Plan against any Commonly Controlled
      Entity to enforce Sections 515 or 4219(c)(5) of ERISA and such proceeding
      shall not have been dismissed within 30 days thereafter, or (iii) a
      condition shall exist which would require the PBGC to obtain a decree
      adjudicating that any Plan must be terminated; and in each case in clauses
      (i) through (iii) above, such event or condition, together with all other
      such events or conditions, if any, could, in the sole judgment of the
      Majority Lenders, reasonably be expected to result in a Material Adverse
      Effect; or

                  (h) one or more judgments or decrees shall be entered against
      Holdings, the Borrower or any of its Subsidiaries involving in the
      aggregate for all such Persons a liability (to the extent not paid or
      fully covered by insurance as to which the relevant insurance company has
      acknowledged coverage) of $25,000,000 or more, and all such judgments or
      decrees shall not have been vacated, discharged, stayed or bonded pending
      appeal within 30 days from the entry thereof; or

                  (i) the Guarantee and Collateral Agreement shall cease, for
      any reason (other than the gross negligence or willful misconduct of the
      Administrative Agent), to be in full force and effect, or any Loan Party
      or any Affiliate of any Loan Party shall so assert, or any Lien created by
      the Guarantee and Collateral Agreement shall cease to be enforceable and
      of the same effect and priority purported to be created thereby; or

                  (j) (i) the Paul Allen Group shall cease to have the power,
      directly or indirectly, to vote or direct the voting of Equity Interests
      having at least 51% (determined on a fully diluted basis) of the ordinary
      voting power for the management of the Borrower; (ii) the Paul Allen Group
      shall cease to own of record and beneficially, directly or indirectly,
      Equity Interests of the Borrower representing at least 25% (determined on
      a fully diluted basis) of the economic interests therein; (iii) a
      Specified Change of Control shall occur; (iv) Charter Communications
      Holding Company, LLC shall cease to own of record and beneficially,
      directly or indirectly, Equity Interests of the Borrower representing at
      least 51% (determined on a fully diluted basis) of the economic interests
      therein; or (v) the Borrower shall cease to be a direct Wholly Owned
      Subsidiary of Holdings; or
<PAGE>   75
                                                                              70


                  (k) the Borrower or any of its Subsidiaries shall have
      received a notice of termination or suspension with respect to any of its
      CATV Franchises or CATV Systems from the FCC or any Governmental Authority
      or other franchising authority or the Borrower or any of its Subsidiaries
      or the grantors of any CATV Franchises or CATV Systems shall fail to renew
      such CATV Franchises or CATV Systems at the stated expiration thereof if
      the percentage represented by such CATV Franchises or CATV Systems and any
      other CATV Franchises or CATV Systems which are then so terminated,
      suspended or not renewed of Consolidated Operating Cash Flow for the
      12-month period preceding the date of the termination, suspension or
      failure to renew, as the case may be, (giving pro forma effect to any
      acquisitions or Dispositions that have occurred since the beginning of
      such 12-month period as if such acquisitions or Dispositions had occurred
      at the beginning of such 12-month period), would exceed 10%, unless (i) an
      alternative CATV Franchise or CATV System in form and substance reasonably
      satisfactory to the Majority Lenders shall have been procured and come
      into effect prior to or concurrently with the termination or expiration
      date of such terminated, suspended or non-renewed CATV Franchise or CATV
      System or (ii) the Borrower or such Subsidiary continues to operate and
      retain the revenues received from such systems after the stated
      termination or expiration and is engaged in negotiations to renew or
      extend such franchise rights and obtains such renewal or extension within
      one year following the stated termination or expiration, provided that
      such negotiations have not been terminated by either party thereto, such
      franchise rights or the equivalent thereof have not been awarded on an
      exclusive basis to a third Person and no final determination (within the
      meaning of Section 635 of the Communications Act of 1934, as amended) has
      been made that the Borrower or such Subsidiary is not entitled to the
      renewal or extension thereof;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the Borrower,
automatically the Tranche A Incremental Term Commitments and the Revolving
Commitments shall immediately terminate and the Loans hereunder (with accrued
interest thereon) and all other amounts owing under this Agreement and the other
Loan Documents (including all amounts of L/C Obligations, whether or not the
beneficiaries of the then outstanding Letters of Credit shall have presented the
documents required thereunder) shall immediately become due and payable, and (B)
if such event is any other Event of Default, either or both of the following
actions may be taken: (i) with the consent of the Majority Lenders, the
Administrative Agent may, or upon the request of the Majority Lenders, the
Administrative Agent shall, by notice to the Borrower declare the Tranche A
Incremental Term Commitments and the Revolving Commitments to be terminated
forthwith, whereupon the Tranche A Incremental Term Commitments and the
Revolving Commitments shall immediately terminate; and (ii) with the consent of
the Majority Lenders, the Administrative Agent may, or upon the request of the
Majority Lenders, the Administrative Agent shall, by notice to the Borrower,
declare the Loans hereunder (with accrued interest thereon) and all other
amounts owing under this Agreement and the other Loan Documents (including all
amounts of L/C Obligations, whether or not the beneficiaries of the then
outstanding Letters of Credit shall have presented the documents required
thereunder) to be due and payable forthwith, whereupon the same shall
immediately become due and payable. With respect to all Letters of Credit with
respect to which presentment for honor shall not have occurred at the time of an
acceleration pursuant to this paragraph, the Borrower shall at such
<PAGE>   76
                                                                              71


time deposit in a cash collateral account opened by the Administrative Agent an
amount equal to the aggregate then undrawn and unexpired amount of such Letters
of Credit. Amounts held in such cash collateral account shall be applied by the
Administrative Agent to the payment of drafts drawn under such Letters of
Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied to repay other
obligations of the Borrower hereunder and under the other Loan Documents. After
all such Letters of Credit shall have expired or been fully drawn upon, all
Reimbursement Obligations shall have been satisfied and all other obligations of
the Borrower hereunder and under the other Loan Documents shall have been paid
in full, the balance, if any, in such cash collateral account shall be returned
to the Borrower (or such other Person as may be lawfully entitled thereto).
Except as expressly provided above in this Section, presentment, demand, protest
and all other notices of any kind are hereby expressly waived by the Borrower.

                             ARTICLE IX THE AGENTS

            9.1. Appointment. Each Lender hereby irrevocably designates and
appoints the Administrative Agent as the agent of such Lender under this
Agreement and the other Loan Documents, and each such Lender irrevocably
authorizes the Administrative Agent, in such capacity, to take such action on
its behalf under the provisions of this Agreement and the other Loan Documents
and to exercise such powers and perform such duties as are expressly delegated
to the Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, the
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against the Administrative Agent.

            9.2. Delegation of Duties. The Administrative Agent may execute any
of its duties under this Agreement and the other Loan Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents or attorneys
in-fact selected by it with reasonable care.

            9.3. Exculpatory Provisions. Neither any Agent nor any of their
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document (except to the extent that any of the foregoing are found by
a final and nonappealable decision of a court of competent jurisdiction to have
resulted from its or such Person's own gross negligence or willful misconduct)
or (ii) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by any Loan Party or any officer
thereof contained in this Agreement or any other Loan Document or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Agents under or in connection with, 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
for any failure of any Loan Party a party thereto to perform its obligations
hereunder or thereunder. The Agents shall not be under any obligation to
<PAGE>   77
                                                                              72


any Lender to ascertain or to inquire as to the observance or performance of any
of the agreements contained in, or conditions of, this Agreement or any other
Loan Document, or to inspect the properties, books or records of any Loan Party.

            9.4. Reliance by Administrative Agent. The Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
instrument, writing, resolution, notice, consent, certificate, affidavit,
letter, telecopy, telex or teletype message, statement, order or other document
or conversation believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including counsel to Holdings or the Borrower),
independent accountants and other experts selected by the Administrative Agent.
The Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with the Administrative Agent. The
Administrative Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Majority Lenders (or, if so specified
by this Agreement, all Lenders) as it deems appropriate or it shall first be
indemnified to its satisfaction by the Lenders against any and all liability and
expense that may be incurred by it by reason of taking or continuing to take any
such action. The Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement and the other Loan
Documents in accordance with a request of the Majority Lenders (or, if so
specified by this Agreement, all Lenders), and such request and any action taken
or failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of the Loans.

            9.5. Notice of Default. The Administrative Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Administrative Agent has received notice from a Lender,
Holdings or the Borrower referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a "notice of default". In the
event that the Administrative Agent receives such a notice, the Administrative
Agent shall promptly give notice thereof to the Lenders. The Administrative
Agent shall take such action with respect to such Default or Event of Default as
shall be reasonably directed by the Majority Lenders (or, if so specified by
this Agreement, all Lenders); 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 or Event of Default as it shall deem advisable in
the best interests of the Lenders.

            9.6. Non-Reliance on Agents and Other Lenders. Each Lender expressly
acknowledges that neither the Agents nor any of their respective officers,
directors, employees, agents, attorneys-in-fact or affiliates have made any
representations or warranties to it and that no act by any Agent hereinafter
taken, including any review of the affairs of a Loan Party or any affiliate of a
Loan Party, shall be deemed to constitute any representation or warranty by any
Agent to any Lender. Each Lender represents to the Agents that it has,
independently and without reliance upon any Agent or any other Lender, and based
on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Loan Parties and their
affiliates and made its own decision to make its Loans hereunder and enter into
<PAGE>   78
                                                                              73


this Agreement. Each Lender also represents that it will, independently and
without reliance upon any 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 credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Loan Parties and their affiliates. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of any Loan Party or any affiliate of
a Loan Party that may come into the possession of the Administrative Agent or
any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates.

            9.7. Indemnification. The Lenders agree to indemnify each Agent in
its capacity as such (to the extent not reimbursed by Holdings or the Borrower
and without limiting the obligation of Holdings or the Borrower to do so),
ratably according to their respective Aggregate Exposure Percentages in effect
on the date on which indemnification is sought under this Section (or, if
indemnification is sought after the date upon which the Tranche A Incremental
Term Commitments and the Revolving Commitments shall have terminated and the
Loans shall have been paid in full, ratably in accordance with such Aggregate
Exposure Percentages immediately prior to such date), from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind whatsoever that may at any
time (whether before or after the payment of the Loans) be imposed on, incurred
by or asserted against such Agent in any way relating to or arising out of, the
Tranche A Incremental Term Commitments, the Revolving Commitments, this
Agreement, any of the other Loan Documents or any documents contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby
or any action taken or omitted by such Agent under or in connection with any of
the foregoing; provided that no Lender shall be liable for the payment of any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements that are found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted
from such Agent's gross negligence or willful misconduct. The agreements in this
Section shall survive the payment of the Loans and all other amounts payable
hereunder.

            9.8. Agent in Its Individual Capacity. Each Agent and its affiliates
may make loans to, accept deposits from and generally engage in any kind of
business with any Loan Party as though such Agent was not an Agent. With respect
to its Loans made or renewed by it and with respect to any Letter of Credit
issued or participated in by it, each Agent shall have the same rights and
powers under this Agreement and the other Loan Documents as any Lender and may
exercise the same as though it were not an Agent, and the terms "Lender" and
"Lenders" shall include each Agent in its individual capacity.

            9.9. Resignation of Agents. (a) The Administrative Agent may resign
at any time by giving at least 60 days' prior written notice of its intention to
do so to each of the other Lenders and the Borrower pending the appointment by
the Borrower of a successor Administrative Agent reasonably satisfactory to the
Majority Lenders. If no successor
<PAGE>   79
                                                                              74


Administrative Agent shall have been so appointed and shall have accepted such
appointment within 45 days after the retiring Administrative Agent's giving of
such notice of resignation, then the retiring Administrative Agent may with the
consent of the Borrower, which shall not be unreasonably withheld or delayed,
appoint a successor Administrative Agent which shall be a bank or a trust
company organized, or having a branch that is licensed, under the laws of the
United States of America or any state thereof and having a combined capital,
surplus and undivided profit of at least $100,000,000.

            (b) Any Agent other than the Administrative Agent may resign at any
time by giving at least 60 days' prior written notice of its intention to do so
to each of the other Lenders and the Borrower. Upon any such resignation, the
Borrower may, but shall not be obligated to, appoint a successor Agent in the
relevant capacity reasonably satisfactory to the Majority Lenders, provided,
that the effectiveness of such resignation shall not be conditioned upon the
appointment of a successor.

            (c) After any retiring Agent's resignation hereunder as Agent, the
provisions of this Agreement shall continue to inure to the benefit of such
Agent as to any actions taken or omitted to be taken by it while it was an Agent
under this Agreement and the other Loan Documents.

            9.10. Other Agents. Notwithstanding any provision to the contrary
elsewhere in this Agreement (including the circumstance that the Syndication
Agent shall have certain rights regarding notification, consents and other
matters, to the extent expressly provided herein), no Agent other than the
Administrative Agent shall have any duties or responsibilities hereunder or
under any other Loan Document, or any fiduciary relationship with any Lender,
and no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against any Agent.

                            ARTICLE X MISCELLANEOUS

            10.1. Amendments and Waivers. Neither this Agreement, any other Loan
Document nor any term hereof or thereof may be amended orally, nor may any
provision hereof or thereof be waived orally but only by an instrument in
writing signed by the Majority Lenders (or by the Administrative Agent if
authorized in writing to do so by the Majority Lenders) and by the Borrower,
except in connection with the Incremental Term Facility or other transactions
described in Section 2.1(c) (which requires no consent) and in the event of (a)
any reduction in a scheduled payment of principal, interest or fees due
hereunder (other than the waiver of charging interest at the Default Rate), (b)
any postponement of the timing of scheduled payments of principal, interest or
fees hereunder to any Lender, (c) any waiver of any Default due to the
Borrower's failure to pay any principal, interest or fees when scheduled to be
due hereunder to any Lender, (d) any amendment of this Section 10.1 or of the
definition of Majority Lenders or Majority Facility Lenders, (e) any release of
Collateral or guarantees, (f) any changes in the several nature of the
obligations of the Lenders, or (g) any change to the provisions of Section 2.15
hereof which provide for payments to be distributed to the Lenders on a pro rata
basis, any amendment or waiver may be made only by an instrument in writing
signed by the Administrative Agent and all the Lenders and by the Borrower. No
Lender's Revolving
<PAGE>   80
                                                                              75


Commitment, Tranche A Incremental Term Commitment or Tranche B Incremental Term
Commitment hereunder may be increased without the written consent of such
Lender.

            10.2. Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three Business Days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed as follows in the case of Holdings, the Borrower and the
Administrative Agent, and as set forth in an administrative questionnaire
delivered to the Administrative Agent in the case of the Lenders, or to such
other address as may be hereafter notified by the respective parties hereto:

            Any Loan Party:        c/o CC VIII Operating, LLC
                                   12444 Powerscourt Drive, Suite 100
                                   St. Louis, Missouri  63131
                                   Attention:  Kent D. Kalkwarf
                                   Telecopy:  (314) 965-8793
                                   Telephone:  (314) 543-2309

            The Administrative     Toronto Dominion (Texas), Inc.
            Agent:
                                   909 Fannin, Suite 1700
                                   Houston, Texas  77010
                                   Attention:  Jeff Lents
                                   Telecopy:  (713) 951-0033
                                   Telephone:  (713) 653-8229

provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders shall not be effective until received.

            10.3. No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of any Agent or any Lender, any right, remedy,
power or privilege hereunder or under the other Loan Documents shall operate as
a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.

            10.4. Survival of Representations and Warranties. All
representations and warranties made hereunder, in the other Loan Documents and
in any document, certificate or statement delivered pursuant hereto or in
connection herewith shall survive the execution and delivery of this Agreement
and the making of the Loans and other extensions of credit hereunder.

            10.5. Payment of Expenses and Taxes. The Borrower agrees (a) to pay
or reimburse the Administrative Agent for all its reasonable out-of-pocket costs
and expenses incurred in connection with the development, preparation and
execution of, and any amendment,
<PAGE>   81
                                                                              76


supplement or modification to, this Agreement and the other Loan Documents and
any other documents prepared in connection herewith or therewith, and the
consummation and administration of the transactions contemplated hereby and
thereby, including the reasonable fees and disbursements of one firm of counsel
to the Administrative Agent and filing and recording fees and expenses, with
statements with respect to the foregoing to be submitted to the Borrower prior
to the Restatement Effective Date (in the case of amounts to be paid on the
Restatement Effective Date) and from time to time thereafter on a quarterly
basis or such other periodic basis as the Administrative Agent shall deem
appropriate, (b) to pay or reimburse each Lender and each Agent for all its
costs and expenses incurred in connection with the enforcement or preservation
of any rights under this Agreement, the other Loan Documents and any such other
documents, including the fees and disbursements of one firm of counsel selected
by the Administrative Agent and reasonably acceptable to the Syndication Agent
(or, in the event that either Syndication Agent determines in good faith that
issues apply to it that are not applicable to the Administrative Agent or, with
respect to an issue as to which another counsel is proposed to be engaged, that
its interests are different from those of the Administrative Agent, one
additional firm of counsel selected by Chase Securities Inc.), together with any
special or local counsel to the Administrative Agent, and not more than one
other firm of counsel to the Lenders, (c) to pay, indemnify, and hold each
Lender and each Agent harmless from, any and all recording and filing fees and
any and all liabilities with respect to, or resulting from any delay in paying,
stamp, excise and other taxes, if any, that may be payable or determined to be
payable in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the other Loan Documents and any such other documents, and (d)
to pay, indemnify, and hold each Lender, each Agent, their affiliates and their
respective officers, directors, trustees, employees, agents and controlling
persons (each, an "Indemnitee") harmless from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever with respect
to the execution, delivery, enforcement, performance and administration of this
Agreement, the other Loan Documents and any such other documents, including any
of the foregoing relating to the use of proceeds of the Loans or the violation
of, noncompliance with or liability under, any Environmental Law applicable to
the operations of Holdings, the Borrower any of its Subsidiaries or any of the
Properties and the reasonable fees and expenses of legal counsel in connection
with claims, actions or proceedings by any Indemnitee against any Loan Party
under any Loan Document (all the foregoing in this clause (d), collectively, the
"Indemnified Liabilities"), provided, that the Borrower shall have no obligation
hereunder to any Indemnitee with respect to Indemnified Liabilities to the
extent such Indemnified Liabilities are found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of such Indemnitee. Without limiting the
foregoing, and to the extent permitted by applicable law, the Borrower agrees
not to assert and to cause its Subsidiaries not to assert, and hereby waives and
agrees to cause its Subsidiaries to so waive, all rights for contribution or any
other rights of recovery with respect to all claims, demands, penalties, fines,
liabilities, settlements, damages, costs and expenses of whatever kind or
nature, under or related to Environmental Laws, that any of them might have by
statute or otherwise against any Indemnitee. All amounts due under this Section
10.5 shall be payable not later than 15 days after written demand therefor.
Statements payable by the Borrower pursuant to this Section 10.5 shall be
submitted to Kent Kalkwarf (Telephone No. 314-543-2309)
<PAGE>   82
                                                                              77


(Telecopy No. 314-965-8793), at the address of the Borrower set forth in Section
10.2, or to such other Person or address as may be hereafter designated by the
Borrower in a written notice to the Administrative Agent. The agreements in this
Section 10.5 shall survive repayment of the Loans and all other amounts payable
hereunder.

            10.6. Successors and Assigns; Participations and Assignments. (a)
This Agreement shall be binding upon and inure to the benefit of Holdings, the
Borrower, the Lenders, the Agents, all future holders of the Loans and their
respective successors (which shall include, in the case of any Lender, any
entity resulting from a merger or consolidation) and assigns, except that the
Borrower may not assign or transfer any of its rights or obligations under this
Agreement without the prior written consent of each Lender.

            (b) Any Lender other than any Conduit Lender may, without the
consent of the Borrower or the Administrative Agent, in accordance with
applicable law, at any time sell to one or more banks, financial institutions or
other entities (each, a "Participant"), including, without limitation, any
Conduit Participant, participating interests in any Loan owing to such Lender,
any Tranche A Incremental Term Commitment or Revolving Commitment of such Lender
or any other interest of such Lender hereunder and under the other Loan
Documents. In the event of any such sale by a Lender of a participating interest
to a Participant, such Lender's obligations under this Agreement to the other
parties to this Agreement shall remain unchanged, such Lender shall remain
solely responsible for the performance thereof, such Lender shall remain the
holder of any such Loan for all purposes under this Agreement and the other Loan
Documents, and the Borrower and the Agents shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and the other Loan Documents. In no event shall
any Participant under any such participation have any right to approve any
amendment or waiver of any provision of any Loan Document, or any consent to any
departure by any Loan Party therefrom, except to the extent that such amendment,
waiver or consent would (i) reduce the amount or extend the scheduled date of
amortization or maturity of any Loan, (ii) reduce the rate of interest or any
fee or extend any due date thereof or (iii) increase the amount or extend the
expiry date of any Lender's commitment, in each case to the extent subject to
such participation. The Borrower agrees that if amounts outstanding under this
Agreement and the Loans are due or unpaid, or shall have been declared or shall
have become due and payable upon the occurrence of an Event of Default, each
Participant shall, to the maximum extent permitted by applicable law, be deemed
to have the right of setoff in respect of its participating interest in amounts
owing under this Agreement to the same extent as if the amount of its
participating interest were owing directly to it as a Lender under this
Agreement, provided that, in purchasing such participating interest, such
Participant shall be deemed to have agreed to share with the Lenders the
proceeds thereof as provided in Section 10.7(a) as fully as if it were a Lender
hereunder. The Borrower also agrees that each Participant shall be entitled to
the benefits of Sections 2.16, 2.17 and 2.18 with respect to its participation
in the Tranche A Incremental Term Commitments and the Revolving Commitments and
the Loans outstanding from time to time as if it was a Lender; provided that, in
the case of Section 2.17, such Participant shall have complied with the
requirements of said Section and provided, further, that no Participant shall be
entitled to receive any greater amount pursuant to any such Section than the
transferor Lender would have been entitled to receive in respect of the amount
of the participation transferred by such transferor Lender to such Participant
had no such transfer occurred.
<PAGE>   83
                                                                              78


            (c) Any Lender other than any Conduit Lender (an "Assignor") may, in
accordance with applicable law, at any time and from time to time assign to any
Lender, any affiliate of any Lender or any Approved Fund or, with the consent of
the Borrower and the Administrative Agent (which, in each case, shall not be
unreasonably withheld or delayed), to an additional bank, financial institution
or other entity (an "Assignee") all or any part of its rights and obligations
under this Agreement pursuant to an Assignment and Acceptance, executed by such
Assignee, such Assignor and any other Person whose consent is required pursuant
to this paragraph, and delivered to the Administrative Agent for its acceptance
and recording in the Register; provided that, except in the case of an
assignment of all of a Lender's interests under this Agreement, no such
assignment to an Assignee (other than any Lender, any affiliate of any Lender or
any Approved Fund, each an "Intracreditor Assignee") shall (i) be in an
aggregate principal amount of less than (x) $5,000,000, in the case of the
Revolving Facility and the Tranche A Term Facility or (y) $1,000,000, in the
case of the Tranche B Term Facility and the Incremental Term Facility or (ii)
cause the Assignor to have Aggregate Exposure of less than (x) $3,000,000, in
the case of the Revolving Facility and the Tranche A Term Facility or (y)
$1,000,000, in the case of the Tranche B Term Facility and the Incremental Term
Facility, in the case of either clause (i) or (ii), unless otherwise agreed by
the Borrower and the Administrative Agent; provided further that, except in the
case of an assignment of all of a Lender's interests under this Agreement, no
such assignment to an Intracreditor Assignee shall (i) be in an aggregate
principal amount of less than $250,000 or (ii) cause the Assignor to have
Aggregate Exposure of less than $250,000, in each case unless otherwise agreed
by the Borrower and the Administrative Agent. For purposes of clauses (i) and
(ii) of the preceding sentence, the amounts described therein shall be
aggregated in respect of each Lender and its related Approved Funds, if any. Any
such assignment need not be ratable as among the Facilities. Upon such
execution, delivery, acceptance and recording, from and after the effective date
determined pursuant to such Assignment and Acceptance, (x) the Assignee
thereunder shall be a party hereto and, to the extent provided in such
Assignment and Acceptance, have the rights and obligations of a Lender hereunder
with a Tranche A Incremental Term Commitment or a Revolving Commitment and/or
Loans as set forth therein, and (y) the Assignor thereunder shall, to the extent
provided in such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all of an Assignor's rights and obligations under this Agreement, such Assignor
shall cease to be a party hereto). Notwithstanding any provision of this Section
10.6, the consent of the Borrower shall not be required for any assignment that
occurs when an Event of Default pursuant to Section 8(a) or 8(f) shall have
occurred and be continuing. On the effective date of any Assignment and
Acceptance, the Administrative Agent shall give notice of the terms thereof to
the Syndication Agent. Notwithstanding the foregoing, any Conduit Lender may
assign at any time to its designating Lender hereunder without the consent of
the Borrower or the Administrative Agent any or all of the Loans it may have
funded hereunder and pursuant to its designation agreement and without regard to
the limitations set forth in the first sentence of this Section 10.6(c).

            (d) The Administrative Agent shall, on behalf of the Borrower,
maintain at its address referred to in Section 10.2 a copy of each Assignment
and Acceptance delivered to it and a register (the "Register") for the
recordation of the names and addresses of the Lenders and the Tranche A
Incremental Term Commitment and the Revolving Commitment of, and the principal
amount of the Loans owing to, each Lender from time to time. The entries in the
Register shall be conclusive, in the absence of manifest error, and the
Borrower, each other Loan Party, the
<PAGE>   84
                                                                              79


Agents and the Lenders shall treat each Person whose name is recorded in the
Register as the owner of the Loans and any Notes evidencing the Loans recorded
therein for all purposes of this Agreement. Any assignment of any Loan, whether
or not evidenced by a Note, shall be effective only upon appropriate entries
with respect thereto being made in the Register (and each Note shall expressly
so provide). Any assignment or transfer of all or part of a Loan evidenced by a
Note shall be registered on the Register only upon surrender for registration of
assignment or transfer of the Note evidencing such Loan, accompanied by a duly
executed Assignment and Acceptance, and thereupon one or more new Notes shall be
issued to the designated Assignee. The Administrative Agent will promptly send a
copy of the Register to the Borrower upon request.

            (e) Upon its receipt of an Assignment and Acceptance executed by an
Assignor, an Assignee and any other Person whose consent is required by Section
10.6(c), together with payment to the Administrative Agent of a registration and
processing fee of $3,500, the Administrative Agent shall (i) promptly accept
such Assignment and Acceptance and (ii) record the information contained therein
in the Register on the effective date determined pursuant thereto.

            (f) For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this Section 10.6 concerning assignments
relate only to absolute assignments and that such provisions do not prohibit
assignments creating security interests, including any pledge or assignment by a
Lender of any Loan to any Federal Reserve Bank in accordance with applicable law
or including, in the case of any Lender that is an investment fund, any pledge
or assignment of all or any portion of such Lender's rights under this Agreement
to any holders of obligations owed, or securities issued, by such Lender as
security for such obligations or securities, or to any trustee for, or any other
representative of, such holders; provided that no such pledge or assignment of a
security interest shall release a Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto.

            (g) Each of Holdings, the Borrower, each Lender and the
Administrative Agent hereby confirms that it will not institute against a
Conduit Lender or join any other Person in instituting against a Conduit Lender
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding under any state bankruptcy or similar law, for one year and one day
after the payment in full of the latest maturing commercial paper note issued by
such Conduit Lender; provided, however, that each Lender designating any Conduit
Lender hereby agrees to indemnify, save and hold harmless each other party
hereto for any loss, cost, damage or expense arising out of its inability to
institute such a proceeding against such Conduit Lender during such period of
forbearance.

            10.7. Adjustments; Set-off. (a) Except to the extent that this
Agreement expressly provides for payments to be allocated to a particular Lender
or to the Lenders under a particular Facility, if any Lender (a "Benefitted
Lender") shall receive any payment of all or part of the amounts owing to it
hereunder, or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in Section 8(f), or otherwise), in a greater proportion than any
such payment to or collateral received by any other Lender, if any, in respect
of the amounts owing to such other Lender hereunder, such Benefitted Lender
shall purchase for cash from the other Lenders a participating
<PAGE>   85
                                                                              80


interest in such portion of the amounts owing to each such other Lender
hereunder, or shall provide such other Lenders with the benefits of any such
collateral, as shall be necessary to cause such Benefitted Lender to share the
excess payment or benefits of such collateral ratably with each of the Lenders;
provided, however, that if all or any portion of such excess payment or benefits
is thereafter recovered from such Benefitted Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest, unless such Benefitted Lender is required to pay
interest thereon, in which case each Lender returning funds to such Benefitted
Lender shall pay its pro rata share of such interest.

            (b) In addition to any rights and remedies of the Lenders provided
by law, each Lender shall have the right, without prior notice to Holdings or
the Borrower, any such notice being expressly waived by Holdings and the
Borrower to the extent permitted by applicable law, upon any amount becoming due
and payable by Holdings or the Borrower hereunder (whether at the stated
maturity, by acceleration or otherwise), to set off and appropriate and apply
against such amount any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any other credits, indebtedness or
claims, in any currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by such Lender or
any branch or agency thereof to or for the credit or the account of Holdings or
the Borrower, as the case may be. Each Lender agrees promptly to notify the
Borrower and the Administrative Agent after any such setoff and application made
by such Lender, provided that the failure to give such notice shall not affect
the validity of such setoff and application.

            10.8. Counterparts. This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page of this Agreement by
facsimile transmission shall be effective as delivery of a manually executed
counterpart hereof. A set of the copies of this Agreement signed by all the
parties shall be lodged with the Borrower and the Administrative Agent.

            10.9. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

            10.10. Integration. This Agreement and the other Loan Documents
represent the agreement of Holdings, the Borrower, the Agents and the Lenders
with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the any Agent or any Lender
relative to subject matter hereof not expressly set forth or referred to herein
or in the other Loan Documents.

            10.11. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
<PAGE>   86
                                                                              81


            10.12. Submission To Jurisdiction; Waivers. Each of Holdings and the
Borrower hereby irrevocably and unconditionally:

                  (a) submits for itself and its property in any legal action or
      proceeding relating to this Agreement and the other Loan Documents to
      which it is a party, or for recognition and enforcement of any judgment in
      respect thereof, to the non-exclusive general jurisdiction of the courts
      of the State of New York, the courts of the United States for the Southern
      District of New York, and appellate courts from any thereof;

                  (b) consents that any such action or proceeding may be brought
      in such courts and waives any objection that it may now or hereafter have
      to the venue of any such action or proceeding in any such court or that
      such action or proceeding was brought in an inconvenient court and agrees
      not to plead or claim the same;

                  (c) agrees that service of process in any such action or
      proceeding may be effected by mailing a copy thereof by registered or
      certified mail (or any substantially similar form of mail), postage
      prepaid, to Holdings or the Borrower, as the case may be at its address
      set forth in Section 10.2 or at such other address of which the
      Administrative Agent shall have been notified pursuant thereto;

                  (d) agrees that nothing herein shall affect the right to
      effect service of process in any other manner permitted by law or shall
      limit the right to sue in any other jurisdiction; and

                  (e) waives, to the maximum extent not prohibited by law, any
      right it may have to claim or recover in any legal action or proceeding
      referred to in this Section any special, exemplary, punitive or
      consequential damages.

            10.13. Acknowledgments. Each of Holdings and the Borrower hereby
acknowledges that:

                  (a) it has been advised by counsel in the negotiation,
      execution and delivery of this Agreement and the other Loan Documents;

                  (b) neither any Agent nor any Lender has any fiduciary
      relationship with or duty to Holdings or the Borrower arising out of or in
      connection with this Agreement or any of the other Loan Documents, and the
      relationship between the Agents and Lenders, on one hand, and Holdings and
      the Borrower, on the other hand, in connection herewith or therewith is
      solely that of debtor and creditor; and

                  (c) no joint venture is created hereby or by the other Loan
      Documents or otherwise exists by virtue of the transactions contemplated
      hereby among the Agents and the Lenders or among Holdings, the Borrower
      and the Agents and the Lenders.

            10.14. Releases of Guarantees and Liens. (a) Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the
Administrative Agent is hereby irrevocably authorized by each Lender (without
requirement of notice to or consent of any Lender except as expressly required
by Section 10.1) to take any action requested by the
<PAGE>   87
                                                                              82


Borrower having the effect of releasing any Collateral or Guarantee Obligations
(i) to the extent necessary to permit consummation of any transaction not
prohibited by any Loan Document or that has been approved in accordance with
Section 10.1 or (ii) under the circumstances described in paragraph (b) below.

             (b) At such time as the Loans, the Reimbursement Obligations and
the other obligations under the Loan Documents (other than obligations under or
in respect of Hedge Agreements or letters of credit obtained other than pursuant
to this Agreement) shall have been paid in full, the Tranche A Incremental Term
Commitments and the Revolving Commitments have been terminated and no Letters of
Credit shall be outstanding, the Collateral shall be released from the Liens
created by the Guarantee and Collateral Agreement, and the Guarantee and
Collateral Agreement and all obligations (other than those expressly stated to
survive such termination) of the Administrative Agent and each Loan Party under
the Guarantee and Collateral Agreement shall terminate, all without delivery of
any instrument or performance of any act by any Person.

            10.15. Confidentiality. Each Agent and each Lender agrees to keep
confidential all non-public information provided to it by any Loan Party
pursuant to this Agreement that is designated by such Loan Party as
confidential; provided that nothing herein shall prevent any Agent or any Lender
from disclosing any such information (a) to any Agent, any Lender or any
affiliate of any Lender or any Approved Fund, (b) to any Transferee or
prospective Transferee that agrees to comply with the provisions of this
Section, (c) to its employees, directors, agents, attorneys, accountants and
other professional advisors or those of any of its affiliates who have a need to
know, (d) upon the request or demand of any Governmental Authority, (e) in
response to any order of any court or other Governmental Authority or as may
otherwise be required pursuant to any Requirement of Law, (f) if requested or
required to do so in connection with any litigation or similar proceeding, (g)
that has been publicly disclosed, (h) any nationally recognized rating agency
that requires access to information about a Lender's investment portfolio in
connection with ratings issued with respect to such Lender, (i) in connection
with the exercise of any remedy hereunder or under any other Loan Document or
(j) to any direct or indirect contractual counterparty in swap agreements or
such contractual counterparty's professional advisor (so long as such
contractual counterparty or professional advisor to such contractual
counterparty agrees to be bound by the provisions of this Section 10.15).

            10.16. WAIVERS OF JURY TRIAL. HOLDINGS, THE BORROWER, THE AGENTS AND
THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
AND FOR ANY COUNTERCLAIM THEREIN.
<PAGE>   88
                                                                              83


            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.

                                    CC VIII HOLDINGS, LLC


                                    By: /s/ Eloise A. Engman
                                        --------------------------------
                                        Name:  Eloise A. Engman
                                        Title: Vice President


                                    CC VIII OPERATING, LLC


                                    By: /s/ Eloise A. Engman
                                        --------------------------------
                                        Name:  Eloise A. Engman
                                        Title: Vice President
<PAGE>   89
                                    The Administrative Agent:
                                    ------------------------

                                    TORONTO DOMINION (TEXAS), INC.


                                    By:  /s/ Jeffrey R. Lents
                                        --------------------------------
                                        Name:  Jeffrey R. Lents
                                        Title: Vice President
<PAGE>   90
                                    The Syndication Agent:
                                    ---------------------

                                    THE CHASE MANHATTAN BANK


                                    By:  /s/ Edmond DeForest
                                        --------------------------------
                                        Name:  Edmond DeForest
                                        Title: Vice President
<PAGE>   91
                                    The Documentation Agents:

                                     BANK OF NOVA SCOTIA


                                    By:  /s/ Ian A. Hodgart
                                        --------------------------------
                                        Name:  Ian A. Hodgart
                                        Title: Authorized Signatory
<PAGE>   92
                                    THE BANK OF NEW YORK, INC.


                                    By:  /s/  Geoffrey C. Brooks
                                        --------------------------------
                                        Name:  Geoffrey C. Brooks
                                        Title: Senior Vice President
<PAGE>   93
                                    FIRSTAR BANK, N.A.


                                    By:  /s/ Gail F. Scannell
                                        --------------------------------
                                        Name:   Gail F. Scannell
                                        Title:  Vice President
<PAGE>   94
                                                                         Annex A


                                  PRICING GRID


<TABLE>
<CAPTION>
===============================================================================================
                                            Applicable Margin      Applicable
       Consolidated Leverage Ratio            for Eurodollar     Margin for ABR    Commitment
                                                  Loans              Loans          Fee Rate
                                            -----------------------------------
                                              A/RC       B       A/RC       B
-----------------------------------------------------------------------------------------------
<S>                                         <C>        <C>      <C>      <C>       <C>
   Greater than or equal to 5.50 to 1.0      2.25%     2.75%     1.25%    1.75%      0.375%

-----------------------------------------------------------------------------------------------
 Greater than or equal to 4.75 to 1.0 but    2.00%     2.75%     1.00%    1.75%      0.375%
          less than 5.50 to 1.0
 Greater than or equal to 4.50 to 1.0 but    1.75%     2.75%     0.75%    1.75%      0.375%
          less than 4.75 to 1.0
 Greater than or equal to 4.00 to 1.0 but    1.50%     2.50%     0.50%    1.50%      0.375%
          less than 4.50 to 1.0
 Greater than or equal to 3.75 to 1.0 but    1.25%     2.50%     0.25%    1.50%      0.250%
          less than 4.00 to 1.0
 Greater than or equal to 3.00 to 1.0 but    1.00%     2.50%        0%    1.50%      0.250%
          less than 3.75 to 1.0
          Less than 3.00 to 1.0              0.75%     2.50%        0%    1.50%      0.250%
===============================================================================================
</TABLE>


            As used above, (a) "A/RC" refers to Tranche A Term Loans, Revolving
Loans and Swingline Loans and (b) "B" refers to Tranche B Term Loans.

            Until the date that is six months after the Restatement Effective
Date, rates corresponding to a Consolidated Leverage Ratio of less than 4.50 to
1.0 will not be available.

            Changes in the Applicable Margin or in the Commitment Fee Rate
resulting from changes in the Consolidated Leverage Ratio shall become effective
on the date (the "Adjustment Date") on which financial statements are delivered
to the Lenders pursuant to Section 6.1 (but in any event not later than the 45th
day after the end of each of the first three quarterly periods of each fiscal
year or the 90th day after the end of each fiscal year, as the case may be) and
shall remain in effect until the next change to be effected pursuant to this
paragraph. If any financial statements referred to above are not delivered
within the time periods specified above, then, until such financial statements
are delivered, the highest rates referred to in the Pricing Grid shall be
applicable. In addition, the highest rates referred to in the Pricing Grid shall
be applicable at all times while an Event of Default shall have occurred and be
continuing.