<PAGE>

                                                                    Exhibit 10.2

                                                                  EXECUTION COPY

                 AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT

                            dated as of June 4, 2004
                 and Amended and Restated as of December 3, 2004

                                  by and among

                            COX COMMUNICATIONS, INC.

                                       and

                            The Lenders Party Hereto

                                       and

                            JPMORGAN CHASE BANK, N.A.
                     as Administrative Agent For The Lenders

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

                              BANK OF AMERICA, N.A.
                             as Co-Syndication Agent

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

                       WACHOVIA BANK, NATIONAL ASSOCIATION
                             as Co-Syndication Agent

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

J.P. MORGAN SECURITIES INC.                      BANC OF AMERICA SECURITIES, LLC

                 as Joint Lead Arrangers and Joint Bookrunners

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

<PAGE>

                            COX COMMUNICATIONS, INC.

                                Table of Contents
<TABLE>
<S>                                                                                                               <C>
ARTICLE I. DEFINITIONS......................................................................................       1
         Section 1.01    Defined Terms......................................................................       1
         Section 1.02    Terms Generally....................................................................      15
         Section 1.03    Accounting Terms; GAAP.............................................................      15

ARTICLE II. THE LOANS.......................................................................................      15
         Section 2.01    Conventional Loans.................................................................      15
         Section 2.02    Delivery of Proceeds; Recordation of Loans; Interest...............................      16
         Section 2.03    Setoff, Counterclaims and Taxes....................................................      22
         Section 2.04    Withholding Tax Exemption..........................................................      23
         Section 2.05    Discretionary Loans................................................................      24
         Section 2.06    Interest Election..................................................................      25
         Section 2.07    Obligations Several, Not Joint.....................................................      26
         Section 2.08    Replacement of Lenders.............................................................      26
         Section 2.09    Letters of Credit..................................................................      26
         Section 2.10    Evidence of Debt...................................................................      30

ARTICLE III. OPTIONAL AND REQUIRED PREPAYMENTS; INTEREST PAYMENT DATE AND COMMITMENT REDUCTION DATE
                      PAYMENTS; OTHER PAYMENTS..............................................................      30
         Section 3.01    Optional Prepayments...............................................................      30
         Section 3.02    Required Prepayments...............................................................      31
         Section 3.03    Place, etc. of Payments and Prepayments............................................      31

ARTICLE IV. REDUCTION OF COMMITMENTS; FEES..................................................................      32
         Section 4.01    Optional Reduction or Termination of Commitments...................................      32
         Section 4.02    Mandatory Termination of Commitments...............................................      32
         Section 4.03    Commitment Fees....................................................................      32
         Section 4.04    LC Participation Fees..............................................................      33
         Section 4.05    Administrative Agent's Fee.........................................................      33

ARTICLE V. APPLICATION OF PROCEEDS..........................................................................      33

ARTICLE VI. REPRESENTATIONS AND WARRANTIES..................................................................      33
         Section 6.01    Organization; Qualification; Subsidiaries..........................................      33
         Section 6.02    Financial Statements...............................................................      34
         Section 6.03    Actions Pending....................................................................      34
         Section 6.04    Default............................................................................      34
         Section 6.05    Title to Assets....................................................................      34
         Section 6.06    Payment of Taxes...................................................................      34
         Section 6.07    Conflicting or Adverse Agreements or Restrictions..................................      34
         Section 6.08    Purpose of Loans...................................................................      34
         Section 6.09    Authority; Validity; Enforceability................................................      35
         Section 6.10    Consents or Approvals..............................................................      35
         Section 6.11    Compliance with Law................................................................      35
         Section 6.12    ERISA..............................................................................      35
         Section 6.13    Investment Company Act.............................................................      35
</TABLE>

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<TABLE>
<S>                                                                                                               <C>
         Section 6.14    Disclosure.........................................................................      35
         Section 6.15    Material Franchise Agreements......................................................      36
         Section 6.16    Quality of CATV Systems............................................................      36

ARTICLE VII. CONDITIONS.....................................................................................      36
         Section 7.01    Conditions Precedent to Effectiveness of Agreement.................................      36
         Section 7.02    Conditions Precedent to Each Extension of Credit...................................      37

ARTICLE VIII. AFFIRMATIVE COVENANTS.........................................................................      38
         Section 8.01    Certain Financial Covenants........................................................      38
         Section 8.02    Financial Statements and Information...............................................      38
         Section 8.03    Existence; Laws; Obligations.......................................................      40
         Section 8.04    Notice of Litigation and Other Matters.............................................      40
         Section 8.05    Books and Records..................................................................      41
         Section 8.06    Inspection of Property and Records.................................................      41
         Section 8.07    Maintenance of Property; Insurance.................................................      41
         Section 8.08    ERISA..............................................................................      41
         Section 8.09    Maintenance of Revolving Credit Usage Proportionality..............................      41
         Section 8.10    Maintenance of Business Lines......................................................      42
         Section 8.11    Compliance with Material Franchise Agreements and FCC Licenses.....................      42

ARTICLE IX. NEGATIVE COVENANTS..............................................................................      42
         Section 9.01    Liens..............................................................................      42
         Section 9.02    Merger; Consolidation; Disposition of Assets.......................................      43
         Section 9.03    Restricted Payments................................................................      43
         Section 9.04    Limitation on Margin Stock.........................................................      43
         Section 9.05    Loans and Advances to and Investments in Unrestricted Subsidiaries.................      44
         Section 9.06    Subsidiary Debt....................................................................      44
         Section 9.07    Transactions with Affiliates.......................................................      44

ARTICLE X. EVENTS OF DEFAULT................................................................................      45
         Section 10.01   Failure to Pay Principal or Interest...............................................      45
         Section 10.02   Failure to Pay Other Sums..........................................................      45
         Section 10.03   Failure to Pay or Acceleration of Other Debt.......................................      45
         Section 10.04   Misrepresentation or Breach of Warranty............................................      46
         Section 10.05   Violation of Certain Covenants.....................................................      46
         Section 10.06   Violation of Other Covenants, etc..................................................      46
         Section 10.07   Undischarged Judgment..............................................................      46
         Section 10.08   Change of Control..................................................................      46
         Section 10.09   Assignment for Benefit of Creditors or Nonpayment of Debts.........................      46
         Section 10.10   Voluntary Bankruptcy...............................................................      46
         Section 10.11   Involuntary Bankruptcy.............................................................      46
         Section 10.12   Dissolution........................................................................      47

ARTICLE XI. MODIFICATIONS, AMENDMENTS OR WAIVERS............................................................      47

ARTICLE XII. THE ADMINISTRATIVE AGENT.......................................................................      48
         Section 12.01   Appointment of Administrative Agent................................................      48
         Section 12.02   Indemnification of Administrative Agent............................................      48
         Section 12.03   Limitation of Liability............................................................      48
         Section 12.04   Independent Credit Decision........................................................      49
</TABLE>

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<TABLE>
<S>                                                                                                               <C>
         Section 12.05   Rights of JPMCB....................................................................      49
         Section 12.06   Successor to the Administrative Agent..............................................      49
         Section 12.07   Other Agents and Sub-Agents........................................................      49

ARTICLE XIII. MISCELLANEOUS.................................................................................      50
         Section 13.01   Payment of Expenses................................................................      50
         Section 13.02   Notices............................................................................      50
         Section 13.03   Setoff.............................................................................      51
         Section 13.04   Indemnity and Judgments............................................................      51
         Section 13.05   Interest...........................................................................      52
         Section 13.06   Governing Law; Submission to Jurisdiction; Venue...................................      52
         Section 13.07   Survival of Representations and Warranties; Binding Effect; Assignment.............      53
         Section 13.08   Counterparts.......................................................................      56
         Section 13.09   Severability.......................................................................      56
         Section 13.10   Descriptive Headings...............................................................      56
         Section 13.11   Representation of the Lenders; Notification by the Lenders.........................      56
         Section 13.12   Final Agreement of the Parties.....................................................      57
         Section 13.13   Waiver of Jury Trial...............................................................      57
         Section 13.14   Confidentiality....................................................................      57
         Section 13.15   Designation of Obligations as Designated Senior Indebtedness.......................      57
         Section 13.16   Effect of Amendment and Restatement of the Existing Credit Agreement...............      57
</TABLE>

                                      iii

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The exhibits listed below have been omitted and will be provided to the
Securities and Exchange Commission upon request.

                                List of Exhibits

Exhibit 2.01(a)        -    Lenders and Commitments

Exhibit 2.02(f)(iv)    -    Eurocurrency Liabilities (Regulation D)

Exhibit 2.09           -    Existing Letters of Credit

Exhibit 6.01           -    List of Subsidiaries

Exhibit 6.03           -    List of Actions Pending

Exhibit 6.15           -    Franchise Agreements

Exhibit 7.01(a)        -    Opinion of the Company's Counsel addressed to the
                            Lenders

Exhibit 7.01(b)        -    Officer's Certificate

Exhibit 9.01(d)        -    List of Liens and Security Interests

Exhibit 13.02          -    Addresses for Notices

Exhibit 13.07(c)       -    Assignment and Acceptance

                                       iv

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            THIS AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT, dated as of
the 4th day of June, 2004 and amended and restated as of the 3rd day of
December, 2004, is among COX COMMUNICATIONS, INC. (the "Company"), the LENDERS
party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the
Lenders (hereinafter in such capacity called the "Administrative Agent"), BANK
OF AMERICA, N.A., as Co-Syndication Agent ("Bank of America"), WACHOVIA BANK,
NATIONAL ASSOCIATION, as Co-Syndication Agent ("Wachovia Bank"), J.P. MORGAN
SECURITIES INC., as Co-Lead Arranger and Joint Bookrunner ("JPMorgan"), and BANC
OF AMERICA SECURITIES, LLC, as Co-Lead Arranger and Joint Bookrunner ("Banc of
America Securities").

            The Company entered into the Five-Year Credit Agreement dated as of
June 4, 2004 (the "Existing Credit Agreement") with the Administrative Agent,
Bank of America, Wachovia Bank, JPMorgan, Banc of America Securities and several
banks and other financial institutions or entities parties thereto.

            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
7.01 hereof.

            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 that remain outstanding 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 Company outstanding thereunder.

            Accordingly, the parties hereto agree as follows:

                                   ARTICLE I.

                                   DEFINITIONS

            Section 1.01 Defined Terms. As used in this Agreement, the following
words and terms shall have the respective meanings indicated opposite each of
them:

            "Acquisition Intercompany Loan" shall mean a loan made to Cox
Holdings, Inc. by the Company on the day payment is due for the CCI Minority
Shares allocated to and purchased by Cox Holdings, Inc. pursuant to the Tender
Offer, if (i) the proceeds of such loan are used to fund Acquisition Payments,
(ii) all obligations in respect of such loan are assumed on such day by Merger
Sub, (iii) after giving effect to such use of proceeds and the transfer of
shares of the Company to Merger Sub as provided in the Merger Agreement, Merger
Sub will own a number of shares of the Company sufficient to permit it to cause
the Merger to be completed forthwith as a "short-form" merger and (iv) the
obligations in respect of such loan are discharged in the Merger.

            "Acquisition Payments" shall mean payments of (a) the purchase price
for CCI Minority Shares purchased in the Tender Offer, whether paid directly by
the Company in the Tender Offer or paid by a Subsidiary of Cox Enterprises, Inc.
from proceeds of an Acquisition Intercompany Loan, (b) the merger consideration
for the Merger upon effectiveness of the Merger and any amounts payable to
stockholders who have sought statutory appraisal rights, (c) fees and expenses
incurred or payable by the Company in connection with the Tender Offer or the
Merger or (d) payments to holders of vested stock option rights upon
cancellation of such option rights in accordance with the terms of the Merger
Agreement.


<PAGE>

            "Additional CCI Credit Agreement" shall mean the Credit Agreement
dated as of December 3, 2004 among the Company, the lenders party thereto,
JPMorgan Chase Bank, N.A., as administrative agent, Citicorp North America, Inc.
and Lehman Commercial Paper Inc., as syndication agents, and Citigroup Global
Markets Inc., Lehman Brothers Inc. and J.P. Morgan Securities Inc., as joint
lead arrangers and joint bookrunners.

            "Additional CEI Credit Agreement" shall mean the Credit Agreement
dated as of December 3, 2004, among Cox Enterprises, Inc., the lenders party
thereto, JPMorgan Chase Bank, N.A., as administrative agent, Citicorp North
America, Inc. and Lehman Commercial Paper Inc., as syndication agents, and
Citigroup Global Markets Inc., Lehman Brothers Inc. and J.P. Morgan Securities
Inc., as joint lead arrangers and joint bookrunners.

            "Additional Credit Agreements" shall mean the Additional CCI Credit
Agreement, the Additional CEI Credit Agreement and the Additional Eighteen-Month
Credit Agreement.

            "Additional Credit Agreement Term Loan Availability Expiration Date"
shall mean the earliest of (a) the Business Day after the day on which the
Merger becomes effective, (b) the Business Day on which the Company notifies the
Administrative Agent that the Merger Agreement has terminated and (c) July 19,
2005.

            "Additional Credit Agreement Term Loan Funding Date" shall mean each
of (a) no more than three dates (occurring on or prior to the Additional Credit
Agreement Term Loan Availability Expiration Date) on which (i) payment is due
for tendered CCI Minority Shares allocated and accepted for purchase pursuant to
the Tender Offer or (ii) the Company elects to repay Conventional Loans or
Conventional Revolving Loans (as defined under the Additional CCI Credit
Agreement), in each case the proceeds of which were used to make Acquisition
Payments and (b) the date or the next Business Day (if on or prior to the
Additional Credit Agreement Term Loan Availability Expiration Date) on which the
Merger becomes effective.

            "Additional Eighteen-Month Credit Agreement" shall mean the
Eighteen-Month Credit Agreement dated as of December 3, 2004 among the Company,
the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent,
Citicorp North America, Inc. and Lehman Commercial Paper Inc., as syndication
agents, and Citigroup Global Markets Inc., Lehman Brothers Inc. and J.P. Morgan
Securities Inc., as joint lead arrangers and joint bookrunners

            "Additional Letter of Credit" shall mean a letter of credit issued
hereunder by an Issuing Lender on or after the Closing Date.

            "Affiliate" shall mean, when used with respect to a specified
Person, another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the
Person specified.

            "Agents Under the Related Facilities" shall mean JPMorgan Chase
Bank, N.A., J.P. Morgan Securities Inc., Citicorp North America, Inc., Citigroup
Global Markets Inc., Lehman Commercial Paper Inc. and Lehman Brothers Inc.

            "Agreement" shall mean this Amended and Restated Five-Year Credit
Agreement, as the same may be amended from time to time.

            "Alternate Base Rate" shall mean, for any day, a rate per annum
equal to the greater of (a) the Floating Rate in effect on such day; or (b) the
Federal Funds Borrowing Rate in effect for such day

                                       2
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plus 1/2 of 1%. For purposes of this Agreement, any change in the Alternate Base
Rate due to a change in the Floating Rate or the Federal Funds Borrowing Rate
shall be effective on the effective date of such change in the Floating Rate or
the Federal Funds Borrowing Rate.

            "Alternate Base Rate Loans" shall mean those Loans which may be made
under this Agreement and which are described in Section 2.02(c)(i) on which the
Company shall pay interest at a rate based on the Alternate Base Rate.

            "Alternate Base Rate Margin" for any date shall be zero unless the
Margin Percentage with respect to the Eurodollar Rate for such date exceeds
1.00%; and if the Margin Percentage with respect to the Eurodollar Rate for such
date exceeds 1.00%, the Alternate Base Rate Margin for such date will be the
Margin Percentage with respect to the Eurodollar Rate for such date less 1.00%.

            "Applicable Percentage" shall mean, with respect to any Lender at
any time, the percentage of the aggregate amount of the Commitments represented
by such Lender's Commitment at such time. If the Commitments have terminated or
expired, the Applicable Percentage shall be determined based upon the
Commitments most recently in effect, giving effect to any assignments.

            "Arrangers" shall mean JPMorgan and Banc of America Securities.

            "Assignment and Acceptance" shall have the meaning specified in
Section 13.07(c).

            "Basic Subscribers" shall mean all of the following which are
receiving basic cable television service provided by the CATV Systems: (a) the
number of single family dwellings, plus the number of individual households in
multiple dwelling units, purchasing basic cable television service, (b) the
number of commercial rate customers purchasing basic cable television service
and (c) the number of courtesy and free service customers.

            "Borrowing" shall mean a Conventional Borrowing.

            "Borrowing Date" shall mean a date upon which a Borrowing or
Discretionary Borrowing is to be made under Article II.

            "Borrowing Pro Rata Share" shall mean, with respect to any Lender as
to any Borrowing of Conventional Loans, a fraction (expressed as a percentage
rounded upward, if necessary, to the nearest whole multiple of 0.000000001%) (A)
the numerator of which shall be the amount of such Lender's Commitment and (B)
the denominator of which shall be the aggregate amount of all Lenders'
Commitments.

            "Business Day" shall mean a day when the Administrative Agent is
open for business; provided that if the applicable Business Day relates to
Eurodollar Loans, it shall mean a day when the Administrative Agent is open for
business and banks are open for dealings in Dollar deposits in the London
interbank market.

            "CATV Systems" shall mean the cable television distribution systems
owned and operated, directly or indirectly, by the Company or any of its
Subsidiaries that receive television and video signals by antenna, microwave
transmission or satellite transmission and which amplify such signals and
distribute them via coaxial or fiber optic cable.

                                       3
<PAGE>

            "CCI Minority Shares" shall mean shares of the common stock of the
Company not owned by Cox Enterprises, Inc. and its Subsidiaries, including any
shares of restricted stock or shares issuable upon the exercise of stock
options.

            "CEI Existing Credit Agreement" shall mean the Five-Year Credit
Agreement dated as of June 4, 2004, among Cox Enterprises, Inc., the lenders
party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of
America, N.A., as co-syndication agent, Wachovia Bank, National Association, as
co-syndication agent, J.P. Morgan Securities Inc., as co-lead arranger and joint
bookrunner, and Wachovia Capital Markets, LLC, as co-lead arranger and joint
bookrunner.

            "Closing Date" shall mean June 4, 2004.

            "Code" shall mean the Internal Revenue Code of 1986, as amended.

            "Commitment" shall mean, as to any Lender, the amount set forth
beside such Lender's name on Exhibit 2.01(a) as such amount may be reduced from
time to time pursuant to the terms of this Agreement and "Commitments" shall
mean the Commitments of all the Lenders. The initial aggregate amount of the
Commitments is $1,250,000,000.

            "Commitment Fees" shall have the meaning specified in Section 4.03.

            "Commitment Fee Rate" shall have the meaning specified in the
definition of "Margin Percentage".

            "Consolidated Debt" shall mean, without duplication, all Debt of the
Company and its Restricted Subsidiaries on a consolidated basis determined in
accordance with GAAP, and including guaranties of indebtedness for borrowed
money or for the deferred purchase price of Property and obligations under or
with respect to standby letters of credit of the Company and the Restricted
Subsidiaries, but only to the extent such liabilities for guaranties or standby
letters of credit in the aggregate exceed $50,000,000; provided further that for
purposes of this definition, Consolidated Debt shall not include guaranties by
the Company or any Restricted Subsidiary of overdrafts of any Restricted
Subsidiary, which occur in the ordinary course of business and remain
outstanding for a period not to exceed seven Business Days; provided further,
that for purposes of computing the Leverage Ratio, such computation shall
exclude any effect on the Company's or any Restricted Subsidiary's debt
securities or Indexed Securities in respect of the accounting for all derivative
financial instruments in accordance with GAAP, including derivative financial
instruments that may be embedded in the Company's or any Restricted Subsidiary's
debt securities or Indexed Securities and freestanding derivative financial
instruments used by the Company or any Restricted Subsidiary for hedging
purposes, but such computation shall in any event include the original principal
amount and any accreted principal amount of such debt securities and Indexed
Securities. The effect on the computation of the Leverage Ratio that may be
excluded in respect of the accounting for all derivative financial instruments
in accordance with GAAP includes: (i) entries associated with the mark-to-market
of all freestanding and embedded derivative financial instruments classified as
a component of the Company's or any Restricted Subsidiary's debt securities or
Indexed Securities in the consolidated balance sheet of the Company and (ii)
entries to record and accrete additional debt discount that may arise from the
bifurcation of derivative financial instruments embedded in the Company's or any
Restricted Subsidiary's debt securities or Indexed Securities.

            "Consolidated Interest Expense" shall mean, as of the last day of
any fiscal quarter of the Company for the period of four fiscal quarters then
ended, the sum of (i) interest expense, after giving effect to any net payments
made or received by the Company and its Restricted Subsidiaries with respect

                                       4
<PAGE>

to interest rate swaps, caps and floors or other similar agreements, and (ii)
capitalized interest expense, in each case of the Company and its Restricted
Subsidiaries, all on a consolidated basis determined in accordance with GAAP;
provided that for purposes of this definition, interest expense shall exclude
any effect on interest expense in respect of the accounting for all derivative
financial instruments in accordance with GAAP, including derivative financial
instruments that may be embedded in the Company's or any Restricted Subsidiary's
debt securities or Indexed Securities and freestanding derivative financial
instruments that may be used by the Company or any Restricted Subsidiary for
hedging purposes. The effect on interest expense that may be excluded in respect
of the accounting for all derivative financial instruments in accordance with
GAAP includes: (i) entries to record noncash interest expense (or income)
associated with the mark-to-market of freestanding and embedded derivative
financial instruments, (ii) noncash interest expense associated with the
accretion of additional debt discount that may arise from the bifurcation of
derivative financial instruments embedded in the Company's or any Restricted
Subsidiary's debt securities or Indexed Securities, and (iii) noncash interest
expense (or income) that may arise if the Company's or any Restricted
Subsidiary's hedging strategies become ineffective, as determined in accordance
with GAAP.

            "Consolidated Net Worth" shall mean total assets of the Company and
all Restricted Subsidiaries less all liabilities of the Company and all
Restricted Subsidiaries, as determined in accordance with GAAP.

            "Consolidated Operating Cash Flow" shall mean, as of the last day of
any fiscal quarter of the Company for the period of four fiscal quarters then
ended, the sum of (i) operating income of the Company and its Restricted
Subsidiaries (less cash dividends and other cash distributions to the holders of
minority interests in the Company's Restricted Subsidiaries), to the extent
otherwise reflected in operating income before giving effect to depreciation,
amortization, other non-cash charges and equity in earnings (losses) of
unconsolidated investees on a consolidated basis determined in accordance with
GAAP and non-recurring one-time charges and (ii) cash dividends and cash
distributions, other than extraordinary distributions, for such period from
unconsolidated investees of the Company and its Restricted Subsidiaries, on a
consolidated basis determined in accordance with GAAP, minus, without
duplication, (iii) the amount of cash payments in respect of items that were
originally reflected in operating income (whether in such period or any earlier
period) as non-cash charges; provided that the Company's Unit Appreciation Plan
Expense shall not be included in the calculation of Consolidated Operating Cash
Flow.

            "Control" shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

            "Conventional Borrowing" shall mean a borrowing of Conventional
Loans made by the Company under Section 2.01(a), as converted or continued under
Section 2.06.

            "Conventional Loan" shall have the meaning specified in Section
2.01(a).

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

            "Cox Family" shall include those certain trusts commonly referred to
as the Dayton-Cox Trust A, the Barbara Cox Anthony Atlanta Trust, the Anne Cox
Chambers Atlanta Trust, Barbara Cox Anthony, Garner Anthony, Anne Cox Chambers,
and the estates, executors and administrators, and lineal descendants of the
above-named individuals, any private foundation or other charitable entity of
which the above-described individuals constitute a majority of the trustees,
directors or managers, and any corporation, partnership, limited liability
company, trust or other entity in which the above-named trusts or
above-described individuals and the estates, executors and administrators, and
lineal descendants of the

                                       5
<PAGE>

above-named individuals in the aggregate have a direct or indirect beneficial
interest or voting control of greater than 50%.

            "Debentures" shall mean the Company's Exchangeable Subordinated
Discount Debentures due 2020 in an aggregate original principal amount at
maturity of $1,643,617,000.

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

            "Default Rate" shall mean a rate per annum (for the actual number of
days elapsed, based on a year of 365 or 366 days, as the case may be) which
shall be equal to the lesser of (i) in the case of a Conventional Loan, the
Alternate Base Rate plus the Alternate Base Rate Margin, plus 1%, or the Highest
Lawful Rate, (ii) in the case of a Discretionary Loan, the Negotiated Rate plus
1% or the Highest Lawful Rate, and (iii) in the case of LC Disbursements, the
Alternate Base Rate plus the Alternate Base Rate Margin plus 1% or the Highest
Lawful Rate.

            "Depositary" shall have the meaning specified in Section 13.03.

            "Discretionary Borrowing" shall mean a borrowing of Discretionary
Loans under Section 2.05.

            "Discretionary Loan Interest Period" shall mean the period which
shall commence on the Borrowing Date with respect to a Discretionary Loan and
shall end on a date which shall be agreed to by the Company and the Lender, by
telephone (to be promptly confirmed in writing by the Company); provided that no
Discretionary Loan Interest Period shall extend beyond the Termination Date.

            "Discretionary Loans" shall have the meaning specified in Section
2.05(a).

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

            "Effective Date" shall mean December 8, 2004 or any later Business
Day occurring on or before July 19, 2005 designated by the Company and Cox
Enterprises, Inc. as the date of the first borrowing under any of this
Agreement, the Additional Credit Agreements or the CEI Existing Credit Agreement
(as amended and restated as of the date hereof).

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

            "Eurodollar Event" shall have the meaning specified in Section
2.02(d)(i).

            "Eurodollar Loans" shall mean those Loans which may be made under
this Agreement and which are described in Section 2.02(c)(ii) on which the
Company shall pay interest at a rate based on the Eurodollar Rate.

            "Eurodollar Rate" for any Interest Period shall mean, for each
Eurodollar Loan comprising part of a Borrowing, an interest rate per annum equal
to the per annum rate appearing on Page 3750 of the Dow Jones Market Service (or
on any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently

                                       6
<PAGE>

provided on such page of such Service, as determined by the Administrative Agent
from time to time for purposes of providing quotations of interest rates
applicable to dollar deposits in the London interbank market) at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period, as the rate for dollar deposits with a maturity comparable to
such Interest Period. In the event that such rate is not available at such time
for any reason, then the "Eurodollar Rate" with respect to such Borrowing for
such Interest Period shall be the rate at which dollar deposits of $5,000,000
and for a maturity comparable to such Interest Period are offered by the
principal London office of the Administrative Agent in immediately available
funds in the London interbank market at approximately 11:00 a.m., London time,
two Business Days prior to the commencement of such Interest Period.

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

            "Excluded Taxes" shall mean, with respect to the Administrative
Agent, any Issuing Lender, any Lender or any other recipient of any payment to
be made by or on account of any obligation of the Company hereunder:

            (a) taxes that are imposed on or measured by its overall net income
by the United States;

            (b) taxes that are imposed on or measured by its overall net income
or profits (and franchise taxes imposed on or measured by income, earnings or
retained earnings) by (i) the state or foreign jurisdiction in or under the laws
of which it is organized or any political subdivision thereof, (ii) the state or
foreign jurisdiction of its principal office or Lending Office, or (iii) any
state or foreign jurisdiction solely as a result of a current or former
connection between it and such jurisdiction (other than any such connection
arising solely from its having executed, delivered or performed its obligations
or received payment under, or enforced, this Agreement, the Loans or the Letters
of Credit) or any political subdivision thereof;

            (c) any branch profits taxes imposed by the United States or any
similar tax imposed by any other jurisdiction in which it is located, or any
political subdivision thereof; and

            (d) in the case of a Foreign Lender, any U.S. withholding tax that
is imposed on amounts payable to such Foreign Lender at the time such Foreign
Lender becomes a party hereto (or designates a new Lending Office, but only to
the extent greater than the amount of any Indemnified Taxes to which such
Foreign Lender would be entitled at the time of such designation) or is
attributable to such Foreign Lender's failure or inability (other than as a
result of a Change in Law) to comply with Section 2.04.

            "Existing Credit Agreement" shall have the meaning specified in the
recitals hereto.

            "Existing Letters of Credit" shall mean the letters of credit issued
by an Issuing Lender before the Closing Date, outstanding on the Closing Date
and listed in Exhibit 2.09.

            "FCC" shall mean the Federal Communications Commission or any
successor governmental agency thereto.

            "Federal Funds Borrowing Rate" shall mean, for any day, a
fluctuating interest rate per annum equal to the weighted average (rounded
upwards, if necessary, to the next 1/100 of 1%) 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

                                       7
<PAGE>

New York, or, if such rate is not so published for any day that is a Business
Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
quotations for such day received by the Administrative Agent from three Federal
funds brokers of recognized standing selected by it.

            "Federal Funds Rate Loans" shall mean those Loans which may be made
under this Agreement and which are described in Section 2.02(c)(iii) on which
the Company shall pay interest at a rate based on the Federal Funds Borrowing
Rate.

            "Financial Institution" shall mean an entity which regularly engages
in one or more of the following activities: making loans, issuing letters of
credit or purchasing loans or loan commitments or interests in loans, loan
commitments or letters of credit.

            "Floating Rate" shall mean, as of a particular date, the prime rate
most recently determined by JPMCB. Without notice to the Company or any other
Person, the Floating Rate shall change automatically from time to time as and in
the amount by which said prime rate shall fluctuate, with each such change to be
effective as of the date of each change in such prime rate. The Floating Rate is
a reference rate and does not necessarily represent the lowest or best rate
actually charged to any customer. JPMCB may make commercial loans or other loans
at rates of interest at, above or below the Floating Rate.

            "Foreign Lender" shall mean any Lender that is not a "United States
person" (as such term is defined in Section 7701(a)(30) of the Code).

            "Franchise Agreements" shall mean all material franchise agreements
or other substantially similar agreements to which the Company or any of its
Subsidiaries is a party.

            "GAAP" shall mean generally accepted accounting principles in the
United States of America.

            "Highest Lawful Rate" shall mean the maximum nonusurious interest
rate, if any, that at any applicable time may be contracted for, taken,
reserved, charged or received on any Loan, LC Disbursement or on the other
amounts which may be owing to any Lender pursuant to this Agreement (including,
without limitation, pursuant to Section 2.05) under the laws applicable to such
Lender and this transaction.

            "Homes Passed" shall mean the total of (a) the number of single
family residences capable of being serviced without further line construction;
(b) the number of units in multi-family residential buildings capable of being
serviced without further line construction; and (c) the number of then current
commercial service accounts regardless of the number of units serviced or the
equivalent billing units.

            "Indemnified Taxes" shall mean Taxes other than Excluded Taxes.

            "Indenture" shall mean the Indenture, dated as of June 27, 1995,
between the Company and the Bank of New York, as Trustee, as supplemented by the
First Supplemental Indenture, dated as of August 12, 1999, the Third
Supplemental Indenture, dated as of April 19, 2000, and the Sixth Supplemental
Indenture, dated as of May 5, 2003 (and as the same may be further supplemented
from time to time).

                                       8
<PAGE>

            "Indexed Securities" shall mean securities or financial contracts of
the Company issued and outstanding from time to time whose fair value is derived
from an index, such as the trading price of another referenced security.

            "Interest Election Request" shall mean a request by the Company to
convert or continue a Borrowing in accordance with Section 2.06.

            "Interest Payment Date" shall mean the last day of each Interest
Period.

            "Interest Period" shall mean, with respect to each Eurodollar Loan
hereunder, the period commencing on the Borrowing Date of such Loan or the date
such Borrowing is continued or converted from another type of Borrowing and
ending one, two, three or six months thereafter, as the Company may select in
the Notice of Conventional Borrowing or Interest Election Request; provided that
(i) no Interest Period shall extend beyond the Termination Date, (ii) whenever
the last day of any Interest Period would otherwise occur on a day other than a
Business Day, the last day of such Interest Period shall be extended to occur on
the next succeeding Business Day; provided that with respect to Eurodollar
Loans, any Interest Period that would otherwise end on a day that is not a
Business Day shall be extended to the next succeeding Business Day only if such
Business Day does not fall in another month, and in the event the next
succeeding Business Day falls in another month, the Interest Period for such
Eurodollar Loan shall be accelerated so that such Interest Period shall end on
the next preceding Business Day and (iii) any Interest Period that begins on a
day for which there is no numerically corresponding day in the last month of
such Interest Period shall end on the last Business Day of the last month of
such Interest Period. In no event shall there be more than 10 Interest Periods
in effect at any one time.

            "Investment" shall have the meaning specified in Section 9.05.

            "Issuing Lender" shall mean, with respect to any Letter of Credit,
JPMCB, Bank of America or Wachovia Bank, as selected by the Company, in its
capacity as issuer of such Letter of Credit, and its successors in such capacity
as provided in Section 2.09(i). Each Issuing Lender may, in its discretion,
arrange for one or more Letters of Credit to be issued by Affiliates of such
Issuing Lender, in which case the term "Issuing Lender" shall include any such
Affiliate executing this Agreement as Issuing Lender, in its capacity as issuer
of Letters of Credit hereunder.

            "JPMCB" shall mean JPMorgan Chase Bank, N.A., a national banking
association having its principal offices located at 270 Park Avenue, New York,
New York 10017.

            "LC Disbursement" shall mean a payment made by an Issuing Lender
pursuant to a Letter of Credit.

            "LC Exposure" shall mean, at any time, the sum of (i) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (ii) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or
on behalf of the Company at such time. The LC Exposure of any Lender at any time
shall be its Applicable Percentage of the total LC Exposure at such time.

            "LC Participation Fee" shall have the meaning specified in Section
4.04.

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

                                       9
<PAGE>

fund that invests in bank loans and similar extensions of credit and is
Controlled by the same investment advisor as such Lender or by an Affiliate of
such investment advisor.

            "Lenders" shall mean the Persons listed on Exhibit 2.01(a), each
such Lender's respective successors (which successors shall include any entity
resulting from a merger or consolidation) and any other Person that shall have
become a party hereto pursuant to an Assignment and Acceptance, other than any
such Person that ceases to be a party hereto pursuant to an Assignment and
Acceptance.

            "Lending Office" shall mean, with respect to any Lender, as to a
Conventional Loan, its principal office in the city identified with such Lender,
in Section 13.02, or such other office or branch of such Lender as it shall
designate in writing from time to time to the Company.

            "Letter of Credit" shall mean any Existing Letter of Credit or
Additional Letter of Credit.

            "Leverage Ratio" shall mean, at any time, the ratio of (a)
Consolidated Debt (less the aggregate amount of cash and cash equivalents of the
Company and its Restricted Subsidiaries representing the unused proceeds of
securities issued after the Closing Date to refinance Debt obligations scheduled
to mature within 90 days) as of the last day of the fiscal quarter most recently
ended for which financial statements shall have been delivered to the Lenders
pursuant to Section 8.02 to (b) Pro Forma Consolidated Operating Cash Flow for
the period ending on such day; provided that for purposes of determining the
Leverage Ratio as of any date occurring on or before December 30, 2005 (but not
as of December 31, 2005 or any time thereafter) Consolidated Debt shall be
reduced by the difference (if a positive number) between (i) the Leverage Ratio
Credit and (ii) the Leverage Ratio Credit Reduction, if any, on such date.

            "Leverage Ratio Credit" shall mean, for any date occurring on or
before December 30, 2005, $1,000,000,000.

            "Leverage Ratio Credit Reduction" shall mean, for any date occurring
on or before December 30, 2005, an amount equal to the aggregate amount of all
net cash proceeds received by the Company at any time after the Effective Date
from (a) the issuance and sale of capital stock of the Company or as an equity
contribution (net of underwriting discounts and commissions and other issuance
costs) or (b) from the sale or disposition of capital stock or other equity
interests of a Subsidiary or the assets of a business of the Company or a
Subsidiary (net of (i) the costs of the sale or disposition, (ii) taxes paid or
payable by the Company or a Subsidiary or an Affiliate in connection with or as
a result of the sale or disposition, (iii) proceeds of the sale applied to the
payment of debt or other obligations of the Company or a Subsidiary required to
be repaid, redeemed or repurchased in connection with or as a result of the sale
or disposition and (iv) any reserve established by the Company for the payment
of any post-closing obligations, such as working capital adjustments and
indemnities, that may become payable by the Company or any Restricted Subsidiary
under the agreements relating to the sale or disposition), except any sale or
disposition made for an aggregate purchase consideration of less than
$50,000,000.

            "Lien" shall mean, with respect to any asset, (a) any mortgage, deed
of trust, lien, pledge, hypothecation, encumbrance, charge or security interest
in, on or of such asset and (b) the interest of a vendor or a lessor under any
conditional sales agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset.

            "Loans" shall mean Conventional Loans (in each case whether Federal
Funds Rate Loans, Alternate Base Rate Loans or Eurodollar Loans) and
Discretionary Loans.

                                       10
<PAGE>

            "Majority Lenders" shall mean, for the period from the date hereof
to and including the Termination Date, Lenders having more than 50% of the
Commitments and, for the period after the Termination Date until such time as
the Revolving Credit Loans are paid in full, Lenders having more than 50% of the
aggregate principal amount of Revolving Credit Loans outstanding and the
aggregate LC Exposure.

            "Margin Percentage" shall mean at any date that percentage (a) to be
added to the Eurodollar Rate or the Federal Funds Borrowing Rate, as
appropriate, pursuant to Section 2.02(c)(ii) or Section 2.02(c)(iii) for
purposes of determining the per annum rate of interest applicable from time to
time to Federal Funds Rate Loans and Eurodollar Loans and (b) to be used in
computing the Commitment Fee Rate pursuant to Section 4.03, set forth under the
appropriate column below opposite the Category corresponding to the Company's
corporate credit ratings by S&P or Moody's, respectively, on such date:

                                Margin Percentage

<TABLE>
<CAPTION>
                                                  Federal Funds
                                 Eurodollar         Borrowing         Commitment
Category     Ratings                Rate               Rate            Fee Rate
--------    ------------         ----------       -------------       ----------
<S>         <C>                  <C>              <C>                 <C>
1           > or = A-/A3           0.525%              0.650%           0.100%

2           BBB+/Baa1              0.625%              0.750%           0.125%

3           BBB/Baa2               0.750%              0.875%           0.150%

4           BBB-/Baa3              0.875%              1.000%           0.200%

5           BB+/Ba1                1.125%              1.250%           0.250%

6           < or = BB/Ba2          1.375%              1.500%           0.375%
</TABLE>

            For purposes of the foregoing, (i) if either S&P or Moody's shall
not have in effect a corporate credit rating (other than by reason of the
circumstances referred to in the last sentence of this definition), then the
Margin Percentage shall be based upon the rating of the other rating agency;
(ii) if the two corporate credit ratings established or deemed to have been
established by S&P and Moody's for the Company shall fall within different
Categories from one another and such difference shall be one ratings level, the
Margin Percentage shall be based on the Category corresponding to the higher of
the two ratings; (iii) if the two corporate credit ratings established or deemed
to have been established by S&P and Moody's for the Company shall fall within
different Categories from one another and such difference shall be two ratings
levels or more, the Margin Percentage shall be based on the Category
corresponding to the rating at midpoint or, if there is no midpoint rating, the
rating which is one level lower than the higher rating, and (iv) if the
corporate credit ratings established or deemed to have been established by S&P
or Moody's for the Company shall be changed (other than as a result of a change
in the rating system of S&P or Moody's), such change shall be effective as of
the date on which it is first announced by the applicable rating agency. Each
change in the Margin Percentage shall apply during the period commencing on the
effective date of such change and ending on the date immediately preceding the
effective date of the next such change. If the rating system of S&P or Moody's
shall change, or if any such rating agency shall cease to be in the credit
rating business, the Company and the Lenders shall negotiate in good faith to
amend this definition to reflect such changed rating system or the
unavailability of ratings from such rating agency and, pending the effectiveness
of any such amendment, the Margin

                                       11
<PAGE>

Percentage shall be determined by reference to the rating most recently in
effect prior to such change or cessation.

            "Margin Stock" shall mean "margin stock" as that term is defined in
Regulation U of the Board of Governors of the Federal Reserve System.

            "Material Adverse Effect" shall mean a material adverse effect on
the business, properties or financial condition of the Company and its
Restricted Subsidiaries on a consolidated basis or on the ability of the Company
to perform its obligations under this Agreement.

            "Material FCC Licenses" shall have the meaning specified in Section
8.04.

            "Material Franchise Agreements" shall mean Franchise Agreements in
connection with CATV Systems constituting 80% or more at any time of aggregate
Basic Subscribers of the Company and its Subsidiaries.

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

            "Merger" shall mean the merger of Merger Sub with and into the
Company, in which the Company is the surviving corporation, on substantially the
terms and conditions set forth in the Merger Agreement, as in effect on the
Effective Date or thereafter modified, amended or waived with the consent of the
Related Facility Arrangers, which consent shall not be unreasonably withheld.

            "Merger Agreement" shall mean the Agreement and Plan of Merger,
dated as of October 19, 2004, among the Company, Cox Enterprises, Inc., Cox
Holdings, Inc. and Merger Sub.

            "Merger Sub" shall mean CEI-M Corporation, a newly formed wholly
owned direct or indirect subsidiary of Cox Enterprises, Inc.

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

            "Negotiated Rate" shall mean, in the case of any Discretionary Loan,
the rate of interest per annum quoted by the applicable Lender to, and accepted
by, the Company at the time of the applicable borrowing request hereunder as the
rate such Discretionary Loan shall bear for the requested Discretionary Loan
Interest Period.

            "Notice of Conventional Borrowing" shall have the meaning specified
in Section 2.01(c).

            "Officer's Certificate" shall mean a certificate signed in the name
of the Company by either its Chief Executive Officer, its President, one of its
Vice Presidents or its Treasurer.

            "Other Taxes" shall mean all present or future stamp, registration
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,
registration or enforcement of, or otherwise with respect to, this Agreement,
the Loans or the Letters of Credit.

            "Pay Units" shall mean the aggregate number of premium services
received by Basic Subscribers on a primary outlet.

            "PBGC" shall have the meaning specified in Section 6.12.

            "Permitted Lien" shall mean any Lien permitted pursuant to Section
9.01.

                                       12
<PAGE>

            "Person" shall mean an individual, partnership, joint venture,
corporation, limited liability company, bank, trust, unincorporated
organization, government or any department or agency thereof or other entity.

            "Plan" shall mean any employee pension benefit plan within the
meaning of Title IV of ERISA which is either (i) maintained for employees of the
Company, of any Subsidiary, or of any member of a "controlled group of
corporations" or "combined group of trades or businesses under common control"
as such terms are defined, respectively, in Sections 1563 and 414 of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder, of
which the Company or any Subsidiary is a party, or (ii) maintained pursuant to a
collective bargaining agreement or any other arrangement under which more than
one employer makes contributions and to which the Company, any Subsidiary or any
member of a "controlled group of corporations" or "combined group of trades or
businesses under common control" defined as aforesaid, is at the time in
question making or accruing an obligation to make contributions or has within
the preceding five plan years made contributions.

            "Prepayment Pro Rata Share" shall mean, with respect to any Lender
as to any prepayment of Conventional Loans, a fraction (expressed as a
percentage rounded upward, if necessary, to the nearest whole multiple of
0.000000001%) (A) the numerator of which shall be the principal amount of such
Loans outstanding to such Lender at such time and (B) the denominator of which
shall be the aggregate principal amount of such Loans outstanding to all Lenders
at such time.

            "Principal Office" shall mean the office of the Administrative Agent
located at 270 Park Avenue, New York, New York 10017.

            "Pro Forma Consolidated Operating Cash Flow" shall mean Consolidated
Operating Cash Flow, excluding therefrom all Consolidated Operating Cash Flow
attributable to any Restricted Subsidiary or business sold or otherwise disposed
of other than in the ordinary course of business during any four fiscal quarter
period in question as if such Restricted Subsidiary or business were not owned
at any time during such four fiscal quarter period and including therein all
Consolidated Operating Cash Flow attributable to any Restricted Subsidiary or
business acquired other than in the ordinary course of business during any four
fiscal quarter period in question as if such Restricted Subsidiary or business
were at all times owned during such four fiscal quarter period.

            "Property" shall mean all types of real and personal property,
whether tangible, intangible or mixed.

            "Prospectus Supplement" shall mean, collectively, the prospectus
supplements relating to the Debentures.

            "Quarterly Date" shall mean the last day of each March, June,
September and December, beginning with June 30, 2004, or if any such date is not
a Business Day, the respective Quarterly Date shall be the next succeeding
Business Day.

            "Register" shall have the meaning specified in Section 13.07(f).

            "Regulation D" shall mean Regulation D of the Board of Governors of
the Federal Reserve System.

            "Related Facility Arrangers" shall mean Citigroup Global Markets
Inc., Lehman Brothers Inc. and J.P. Morgan Securities Inc.

                                       13
<PAGE>

            "Related Parties" shall mean, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Person's Affiliates.

            "Required Prepayment Date" shall have the meaning specified in
Section 2.02(d)(i).

            "Restricted Payment" shall have the meaning specified in Section
9.03.

            "Restricted Subsidiary" shall mean each Subsidiary other than those
identified as Unrestricted Subsidiaries in Exhibit 6.01; provided that a
Restricted Subsidiary may be designated by the Company as an Unrestricted
Subsidiary or an Unrestricted Subsidiary may be redesignated by the Company as a
Restricted Subsidiary if immediately after giving effect to such designation no
Default or Event of Default shall have occurred and be continuing and the
Company shall promptly deliver to the Administrative Agent notice of any such
designation or redesignation; provided further that after the initial
designation of an Unrestricted Subsidiary by the Company at any time, only three
further redesignations of such Subsidiary shall be permitted.

            "Revolver Reserve" shall have the meaning specified in Section
2.01(d).

            "Revolving Credit Loans" shall mean Conventional Loans.

            "S&P" shall mean Standard and Poor's Ratings Group.

            "SPC" shall have the meaning specified in Section 13.07(d).

            "Subsidiary" shall mean any Person of which more than 50% of the
outstanding shares, having voting power under ordinary circumstances to elect a
majority of the Board of Directors or other governing body of such Person, shall
at the time be owned, directly or indirectly, by the Company, by any one or more
Subsidiaries, or by the Company and one or more Subsidiaries.

            "Syndication Agents" shall mean Bank of America and Wachovia Bank.

            "Taxes" shall mean all present or future taxes, levies, imposts,
duties, deductions, withholdings, assessments, fees or other charges imposed by
any governmental authority, including any interest, additions to tax or
penalties applicable thereto.

            "Tender Offer" shall mean a tender offer for the purchase of CCI
Minority Shares on substantially the same terms and conditions set forth in the
Offer to Purchase dated November 3, 2004, as in effect on the Effective Date or
thereafter modified, amended or waived with the consent of the Related Facility
Arrangers, which consent shall not be unreasonably withheld.

            "Termination Date" shall mean June 4, 2009.

            "Unit Appreciation Plan Expense" shall mean accrued and unpaid unit
appreciation plan expense for any given fiscal quarter.

            "Unrestricted Subsidiary" shall mean any Subsidiary so designated in
accordance with the terms of this Agreement and shall include any subsidiary of
any Subsidiary so designated.

            "Wholly Owned", when used with respect to a Subsidiary, shall mean
the beneficial ownership by the Company of 100% of the equity securities of such
Subsidiary.

                                       14
<PAGE>

            Section 1.02 Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise, (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles, Sections
and Exhibits shall be construed to refer to Articles and Sections of, and
Exhibits to, this Agreement and (e) 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 real and personal
property, cash, securities, accounts and contract rights.

            Section 1.03 Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting nature shall be construed in
accordance with GAAP, as in effect from time to time; provided that, if the
Company notifies the Administrative Agent that the Company requests an amendment
to any provision hereof to eliminate the effect of any change occurring after
the Closing Date in GAAP or in the application thereof on the operation of such
provision (or if the Administrative Agent notifies the Company that the Majority
Lenders request an amendment to any provision hereof for such purpose),
regardless of whether any such notice is given before or after such change in
GAAP or in the application thereof, then such provision shall be interpreted on
the basis of GAAP as in effect and applied immediately before such change shall
have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith.

                                  ARTICLE II.

                                    THE LOANS

            Section 2.01 Conventional Loans.

            (a) Conventional Loan Commitment. Subject to and upon the terms and
conditions set forth in this Agreement, each Lender severally agrees to make
revolving loans (collectively, the "Conventional Loans") to the Company on any
one or more Business Days on or after the Closing Date and prior to the
Termination Date, up to an aggregate principal amount not exceeding at any one
time outstanding an amount equal to (i) such Lender's Commitment less (ii) the
principal amount of all Discretionary Loans outstanding to such Lender and the
LC Exposure of such Lender at such time, if any, and, for as long as the
Revolver Reserve is in effect, such Lender's Applicable Percentage of the
Revolver Reserve; provided that in no event shall the aggregate outstanding
principal amount of Conventional Loans, Discretionary Loans and the aggregate LC
Exposure ever exceed $1,250,000,000, less the Revolver Reserve for as long as
the Revolver Reserve is in effect, as such amount may be reduced pursuant to the
terms of this Agreement. Each Conventional Borrowing shall be in an aggregate
amount of not less than $2,000,000 and an integral multiple of $250,000. Subject
to the foregoing, each Conventional Borrowing shall be made simultaneously from
the Lenders according to their Borrowing Pro Rata Shares of the principal amount
requested for each Conventional Borrowing and shall consist of Conventional
Loans of the same type (e.g., Alternate Base Rate Loans, Federal Funds Rate
Loans or Eurodollar Loans) with the same Interest Period from each Lender.
Within such limits and during such period, the Company may borrow, repay and
reborrow under this Section 2.01(a).

                                       15
<PAGE>

            (b) Repayment of Conventional Loans. The Company hereby
unconditionally promises to pay to the Administrative Agent, on the Termination
Date, all outstanding Conventional Loans for account of the Lenders holding
Conventional Loans.

            (c) Conventional Loan Borrowing Procedures. Each Conventional
Borrowing under Section 2.01(a) shall be made on at least (A) in the case of a
Conventional Borrowing consisting of Alternate Base Rate Loans or Federal Funds
Rate Loans, prior oral or written notice from the Company to the Administrative
Agent by 10:00 a.m. (New York, New York time) on the same day as the requested
borrowing (and the Administrative Agent shall prior to 12:00 noon (New York, New
York time) provide oral or written notice of the requested borrowing to the
Lenders, except that on each Additional Credit Agreement Term Loan Funding Date,
such notice shall be provided prior to 11:00 a.m. (New York, New York time)),
and (B) in the case of a Conventional Borrowing consisting of Eurodollar Loans,
three Business Days' prior written or oral notice from the Company to the
Administrative Agent by 10:00 a.m. (New York, New York time) (and the
Administrative Agent shall, in the case of (B) above, upon receipt of such
notice provide to each Lender prior oral or written notice by 11:30 a.m. (New
York, New York time) on the date such notice is received by the Administrative
Agent) (each such notice, a "Notice of Conventional Borrowing"); provided that
with respect to each oral Notice of Conventional Borrowing, the Company shall
deliver promptly to the Administrative Agent a confirmatory written Notice of
Conventional Borrowing. Each Notice of Conventional Borrowing shall be
irrevocable and shall (A) specify (v) the total principal amount of the proposed
Conventional Borrowing, (w) whether the Conventional Borrowing will be comprised
of Alternate Base Rate Loans, Federal Funds Rate Loans or Eurodollar Loans, (x)
the applicable Interest Period (if any) for such Loans (which may not extend
beyond the Termination Date), (y) the Borrowing Date and (z) the bank account
into which the funds with respect to such Conventional Borrowing shall be
deposited, and (B) certify to the calculations demonstrating that the sum of the
aggregate outstanding principal amount of Loans and the aggregate LC Exposure,
after giving effect to such Conventional Borrowing, does not exceed the
Commitments (less the Revolver Reserve so long as the Revolver Reserve is in
effect) and state the amount of the Revolver Reserve remaining after giving
effect to the use of proceeds thereof to fund Acquisition Payments. If no
election as to the type of Conventional Borrowing is specified, then the
requested Conventional Borrowing shall consist of Alternate Base Rate Loans. If
no Interest Period is specified with respect to any Conventional Borrowing
consisting of Eurodollar Loans, then the Company shall be deemed to have
selected the shortest permitted Interest Period. The Administrative Agent shall
promptly give like notice to the other Lenders, and on the Borrowing Date each
Lender shall make its share of the Conventional Borrowing available to the
Administrative Agent at its Principal Office no later than 2:00 p.m. (New York,
New York time) in immediately available funds, except that on each Additional
Credit Agreement Term Loan Funding Date, each Lender shall make its share of the
Conventional Borrowing available to the Administrative Agent at its Principal
Office no later than 12:00 noon (New York, New York time).

            (d) Revolver Reserve. Until the Additional Credit Agreement Term
Loan Availability Expiration Date, (i) a portion of the Commitments equal to
$910,000,000 (the "Revolver Reserve") shall be reserved and available for
funding only to make Acquisition Payments and (ii) the Company shall not request
funding of the Revolver Reserve for any other purpose. The Revolver Reserve
shall be reinstated on a dollar for dollar basis if and to the extent such
funding is subsequently repaid from the proceeds of a borrowing of term loans
under the Additional CCI Credit Agreement or the Additional Eighteen-Month
Credit Agreement. On the Additional Credit Agreement Term Loan Availability
Expiration Date, the Revolver Reserve shall be abated and terminated in its
entirety, and the Company thereafter may borrow, repay and (until the
Termination Date and subject to Section 7.02) reborrow for any general corporate
purpose the portion of the Commitments that previously had been reserved as part
of the Revolver Reserve.

            Section 2.02 Delivery of Proceeds; Recordation of Loans; Interest.

                                       16
<PAGE>

            (a) The Administrative Agent shall pay or deliver the proceeds of
each Borrowing to or upon the order of the Company. Each Lender shall keep
accurate records as to the Loans made by it, including (A) the date and
principal amount of each Loan, (B) the rate of interest applicable to such Loan,
and (C) each payment of principal thereon; provided that the failure of such
Lender to record such amounts, dates and rates shall not diminish or impair the
Company's obligation to repay all principal advanced and to pay all interest
accruing under its Loans in accordance with the terms hereof.

            (b) Substitute Rate. Anything in this Agreement to the contrary
notwithstanding, if at any time prior to the determination of the rate with
respect to any proposed Loan the Majority Lenders in their discretion shall
determine with respect to Eurodollar Loans to be made or continued by them on
the applicable Borrowing Date or continuation date or, with respect to Loans to
be converted to Eurodollar Loans, on the applicable conversion date, that there
is a reasonable probability that Dollar deposits will not be offered to such
Lenders in the interbank eurodollar market for a period of time equal to the
applicable Interest Period in amounts equal to the amount of each such Lender's
Eurodollar Loan in Dollars or that the Eurodollar Rate does not reflect the cost
of funding by the Lenders or that adequate and fair means do not exist to be
able to determine the Eurodollar Rate, then:

                        (A) the Majority Lenders (acting through the
            Administrative Agent) or the Administrative Agent, as the case may
            be, shall give the Company notice thereof; and

                        (B) Alternate Base Rate Loans or Federal Funds Rate
            Loans, as selected by the Company in accordance with Section 2.01(c)
            (or, if the Company does not provide timely notice of its selection,
            Alternate Base Rate Loans) shall be made in lieu of any Eurodollar
            Loans that were to have been made at such time.

            (c) Interest. The Conventional Loans shall bear interest as follows:

                  (i)   Each Alternate Base Rate Loan shall be made in Dollars
      and shall bear interest on the unpaid principal amount thereof from time
      to time outstanding at a rate per annum (for the actual number of days
      elapsed, based on a year of 365 or 366 days, as the case may be) which
      shall be equal to the lesser of (A) the Alternate Base Rate plus the
      Alternate Base Rate Margin, or (B) the Highest Lawful Rate.

                  (ii)  Each Eurodollar Loan shall be made in Dollars and shall
      bear interest on the unpaid principal amount thereof from time to time
      outstanding at a rate per annum (for the actual number of days elapsed,
      based on a year of 360 days) which shall be equal to the lesser of (A) the
      Eurodollar Rate plus the applicable Margin Percentage, or (B) the Highest
      Lawful Rate.

                  (iii) Each Federal Funds Rate Loan shall be made in Dollars
      and shall bear interest on the unpaid principal amount thereof from time
      to time outstanding at a rate per annum (for the actual number of days
      elapsed, based on a year of 360 days) which shall be equal to the lesser
      of (A) the Federal Funds Borrowing Rate plus the applicable Margin
      Percentage, or (B) the Highest Lawful Rate.

                  (iv)  Interest on the outstanding principal of each Loan shall
      accrue from and including the Borrowing Date for such Loan to but
      excluding the date such Loan is paid in full and shall be due and payable
      (A) on the Interest Payment Date for each Eurodollar Loan and on each
      Quarterly Date for each Alternate Base Rate Loan or Federal Funds Rate
      Loan, (B) as to any Eurodollar Loan having an Interest Period greater than
      three months, at the end of the third month

                                       17
<PAGE>

      of the Interest Period for such Loan, and (C) as to all Loans, at
      maturity, whether by acceleration or otherwise, or after notice of
      prepayment in accordance with Section 2.02(d)(i) or Section 3.01(c)
      hereof, on and after the Required Prepayment Date or the applicable
      prepayment date, as the case may be, as specified in such notice.

                  (v)   Past due principal, pursuant to acceleration, the
      Company's failure to make a prepayment on the date specified in the
      applicable prepayment notice or otherwise, and to the extent permitted by
      applicable law, past due interest and (after the occurrence of an Event of
      Default) past due fees, pursuant to acceleration or otherwise, shall bear
      interest from their respective due dates, until paid, at the Default Rate.

            (d) Change of Law.

                  (i)   Anything in this Agreement to the contrary
      notwithstanding, if at any time any Lender in good faith determines (which
      determination shall be conclusive absent manifest error) that any change
      after the Closing Date in any applicable law, rule or regulation or in the
      interpretation or administration thereof makes it unlawful, or any central
      bank or other governmental authority asserts that it is unlawful (any of
      the above being described as a "Eurodollar Event"), for such Lender or its
      foreign branch or branches to maintain or fund any Loan by means of Dollar
      deposits obtained in the interbank eurodollar market, then, at the option
      of such Lender (to the extent practicable, after consultation with the
      Company as to its preference and after making a reasonable effort to give
      effect to such preference), the aggregate principal amount of each of such
      Lender's Eurodollar Loans then outstanding, which Loans are directly
      affected by such Eurodollar Event shall either (x) be prepaid or (y) be
      converted to a Loan of another type that is not so directly affected by
      such Eurodollar Event. Any remaining obligation of such Lender hereunder
      to make Eurodollar Loans (but not Federal Funds Rate Loans or Alternate
      Base Rate Loans), shall be suspended for so long as such Eurodollar Event
      shall continue. Upon the occurrence of any Eurodollar Event, and at any
      time thereafter so long as such Eurodollar Event shall continue, such
      Lender may exercise its aforesaid option by giving written notice thereof
      to the Administrative Agent and the Company. Any prepayment of any
      Eurodollar Loan which is required under this Section 2.02(d) shall be
      made, together with accrued and unpaid interest and all other amounts
      payable to such Lender under this Agreement with respect to such prepaid
      Loan (including, without limitation, amounts payable pursuant to Section
      2.02(e)), on the date stated in the notice to the Company referred to
      above, which date ("Required Prepayment Date") shall be not less than 15
      days (or such earlier date as shall be necessary to comply with the
      relevant law, rule or regulation) from the date of such notice. If any
      Eurodollar Loan is required to be prepaid under this Section 2.02(d), the
      Lenders agree that at the written request of the Company, the Lender that
      has made such Eurodollar Loan shall make a Loan of another type, as
      selected by the Company, that, in each case, is not so directly affected
      by such Eurodollar Event on the Required Prepayment Date to the Company in
      the same principal amount as the Eurodollar Loan of such Lender being so
      prepaid. Any such written request by the Company for Alternate Base Rate
      Loans under this Section 2.02(d) shall be irrevocable and, in order to be
      effective, must be delivered to the Administrative Agent not less than one
      Business Day prior to the Required Prepayment Date.

                  (ii)  Notwithstanding the foregoing, in the event the Company
      is required to pay to any Lender amounts with respect to any Borrowing
      pursuant to Section 2.02(d)(i) (not including a Discretionary Borrowing),
      the Company may give notice to such Lender (with copies to the
      Administrative Agent) that it wishes to seek one or more assignees (which
      may be one or more of the Lenders) to assume the Commitment of such Lender
      and to purchase its outstanding Loans and the Administrative Agent will
      use its best efforts to assist the Company in obtaining an

                                       18
<PAGE>

      assignee; provided that if more than one Lender requests that the Company
      pay substantially and proportionately equal additional amounts under
      Section 2.02(d)(i) and the Company elects to seek an assignee to assume
      the Commitments of any of such affected Lenders, the Company must seek an
      assignee or assignees to assume the Commitments of all of such affected
      Lenders. Each Lender requesting compensation pursuant to Section
      2.02(d)(i) agrees to sell its Commitment, Loans and interest in this
      Agreement in accordance with Section 13.07 to any such assignee for an
      amount equal to the sum of the outstanding unpaid principal of and accrued
      interest on such Loans, plus all other fees and amounts (including,
      without limitation, any compensation claimed by such Lender under Section
      2.02(d)(i) and Section 2.02(e)) due such Lender hereunder calculated, in
      each case, to the date such Commitment, Loans and interest are purchased.
      Upon such sale or prepayment, each such Lender shall have no further
      Commitment or other obligation to the Company hereunder.

            (e) Fundings and Exchange Losses. In the event of (i) any payment or
prepayment (whether authorized or required hereunder pursuant to acceleration or
otherwise) or conversion of all or a portion of any Eurodollar Loan on a day
other than the last day of the Interest Period therefor, (ii) any failure to
make, prepay, continue or convert a Borrowing consisting of any Eurodollar Loan
after the delivery of the Notice of Conventional Borrowing, Interest Election
Request or notice of prepayment, as the case may be, for such Eurodollar Loan on
the applicable Borrowing Date or continuation, conversion or prepayment date
therefor, (iii) the failure of any Loan to be made by any Lender due to any
condition precedent to a Loan not being satisfied or as a result of this Section
2.02 or due to any other action or inaction of the Company, or (iv) the
assignment of any Eurodollar Loan on a day other than the last day of the
Interest Period therefor as a result of a request by the Company, the Company
shall pay to each affected Lender upon its request made on or before 45 days
after the occurrence of any such event, acting through the Administrative Agent,
such amount or amounts (to the extent such amount or amounts would not be
usurious under applicable law) as may be necessary to compensate such Lender for
any direct costs and losses incurred by such Lender (including, without
limitation, such amount or amounts as will compensate it for the amount by which
the rate of interest that would have accrued on such Loan had such event not
occurred, at the Eurodollar Rate for the period from the date of such prepayment
to the end of the then current Interest Period therefor (or, in the case of a
failure to borrow, convert or continue, the Interest Period that would have
begun on the date of such failure), exceeds the rate of interest that would
accrue for such period at the interest rate which such Lender would bid, at the
beginning of such period, for deposits of a comparable amount and period from
lenders in the relevant eurodollar or domestic certificate of deposit market,
all as determined by such Lender in its good faith discretion), but otherwise
without penalty. Any such claim by a Lender for compensation shall be made
through the Administrative Agent and shall be accompanied by a certificate
signed by an officer of such Lender authorized to so act on behalf of such
Lender, setting forth in reasonable detail the computation upon which such claim
is based. The obligations of the Company under this Section 2.02(e) shall
survive the termination of this Agreement.

            (f) Increased Costs - Taxes, Reserve Requirements, Etc.

                  (i)   The Company for and on behalf of each Lender (including,
      without limitation, the Issuing Lenders) shall pay or cause to be paid
      directly to the appropriate governmental authority or shall reimburse or
      compensate each Lender upon demand by such Lender in good faith, acting
      through the Administrative Agent, for all costs incurred, losses suffered
      or payments made, as determined by such Lender, by reason of any and all
      present or future Taxes (including, without limitation, any interest
      equalization tax or any similar tax on the acquisition of debt
      obligations), whether or not such Taxes were correctly or legally
      asserted, on or with regard to any aspect of the transactions with respect
      to this Agreement, the Loans and the

                                       19
<PAGE>

      Letters of Credit (except for (i) Excluded Taxes and (ii) Indemnified
      Taxes or Other Taxes paid pursuant to Section 2.02(f)(ii), Section 2.03 or
      Section 2.04).

                  (ii)  The Company shall pay immediately upon demand by any
      Lender (including without limitation the Issuing Lenders), acting through
      the Administrative Agent, any Other Taxes in connection with any Loans,
      Letters of Credit or this Agreement or in connection with the enforcement
      hereof or thereof; provided that the Company shall not be required to pay
      any such Other Taxes on behalf of any Lender that (i) becomes a party to
      this Agreement by assignment pursuant to Section 13.07 or (ii) designates
      a new Lending Office, in each case to the extent such Other Taxes are
      imposed at the time such Lender becomes a party to this Agreement or
      designates a new Lending Office in an amount greater than the amount the
      assignor or such Lender was entitled to at the time of the assignment or
      designation.

                  (iii) If any Lender or the Administrative Agent receives a
      refund in respect of Taxes for which such Lender or the Administrative
      Agent has received payment from the Company hereunder, it shall promptly
      notify the Company of such refund and shall, within 30 days after receipt
      of such refund, if no Event of Default has occurred and is continuing,
      repay such refund to the Company with interest if any interest is received
      thereon by such Lender or the Administrative Agent; provided that if an
      Event of Default has occurred and is continuing, such refund shall be
      applied to the outstanding Loans or paid to the Company once such Event of
      Default no longer exists; provided further, that the Company, upon the
      request of such Lender or the Administrative Agent, agrees to return such
      refund (plus penalties, interest or other charges) to such Lender or the
      Administrative Agent in the event such Lender or the Administrative Agent
      is required to repay such refund.

                  (iv)  (A)    The Company shall reimburse or compensate each
      Lender upon demand by such Lender, acting through the Administrative
      Agent, for all costs incurred, losses suffered or payments made in
      connection with any Eurodollar Loans or any part thereof which costs,
      losses or payments are a result of any future reserve, special deposit or
      similar requirement against assets of, liabilities of, deposits with or
      for the account of, or Loans by such Lender imposed on such Lender, its
      foreign lending branch, or the interbank eurodollar market by any
      regulatory authority, central bank or other governmental authority,
      whether or not having the force of law, including, without limitation,
      Regulation D.

                        (B)   If as a result of (y) the introduction of or any
            change in or in the interpretation or administration of any law or
            regulation after the Closing Date or (z) the compliance with any
            request made after the Closing Date from any central bank or other
            governmental authority (whether or not having the force of law),
            there shall be any increase in the cost to any Lender of agreeing to
            make or making, funding or maintaining Loans, or issuing Letters of
            Credit or acquiring or holding participations in Letters of Credit,
            for which such Lender shall not have been reimbursed pursuant to the
            provisions of clause (A) above (other than any such increase in
            costs resulting from Taxes, as to which Sections 2.02(f)(i)-(ii) and
            2.03 shall govern), then the Company shall from time to time, upon
            demand by such Lender, acting through the Administrative Agent, pay
            to such Lender additional amounts sufficient to indemnify such
            Lender against the full amount of such increased cost.

                        (C)   Any Lender claiming reimbursement or compensation
            under this Section 2.02(f)(iv) shall make its demand on or before 45
            days after the end of each Interest Period during which any such
            cost is incurred, loss is suffered or payment is made and shall
            provide the Administrative Agent, which in turn shall provide the

                                       20
<PAGE>

            Company, with a written statement in reasonable detail the
            calculation of the amount and basis of its request, which statement,
            subject to Section 2.02(g), shall be conclusive absent manifest
            error; provided that in the event any reimbursement or compensation
            demanded by a Lender under this Section 2.02(f) is a result of
            reserves actually maintained pursuant to the requirements imposed by
            Regulation D with respect to "Eurocurrency liabilities" (as defined
            or within the meaning of such Regulation), such demand shall be
            accompanied by a statement of such Lender in the form of Exhibit
            2.02(f)(iv) attached hereto, which statement shall be conclusive and
            binding on the Company, subject to Section 2.02(g), except in the
            case of manifest error. No Lender may request reimbursement or
            compensation under this Section 2.02(f)(iv) for any period prior to
            the period for which demand has been made in accordance with the
            foregoing sentence. In preparing any statement delivered under this
            Section 2.02(f)(iv), such Lender may employ such assumptions and
            allocation of costs and expenses as it shall in good faith deem
            reasonable and may be determined by any reasonable averaging and
            attribution method. So long as any notice requirement provided for
            herein has been satisfied, any decision by the Administrative Agent
            or any Lender not to require payment of any interest, cost or other
            amount payable under this Section 2.02(f)(iv), or to calculate any
            amount payable by a particular method, on any occasion, shall in no
            way limit or be deemed a waiver of the Administrative Agent's or
            such Lender's right to require full payment of any interest, cost or
            other amount payable hereunder, or to calculate any amount payable
            by another method, on any other or subsequent occasion for a
            subsequent Interest Period.

                  (v)   If any Lender shall have determined in good faith that
      any applicable law, rule, regulation or guideline regarding capital
      adequacy (each, a "Capital Adequacy Pronouncement") adopted after the
      Closing Date, or any change after the Closing Date in any Capital Adequacy
      Pronouncement then or thereafter in effect, or any change after the
      Closing Date in the interpretation or administration of any Capital
      Adequacy Pronouncement then or thereafter in effect by any governmental
      authority, central bank or comparable agency charged with the
      interpretation or administration thereof, or compliance by any Lender (or
      any Lending Office of such Lender) with any request or directive regarding
      capital adequacy (whether or not having the force of law) made after the
      Closing Date of any such governmental authority, central bank or
      comparable agency has the effect of reducing the rate of return on such
      Lender's capital or the capital of any Person controlling such Lender as a
      consequence of its obligations hereunder to a level below that which such
      Lender would have achieved as a consequence of its obligations hereunder
      but for such adoption, change or compliance (taking into consideration
      such Lender's policies with respect to capital adequacy) by an amount
      deemed in good faith by such Lender to be material, then from time to
      time, upon notice by the Lender requesting (through the Administrative
      Agent) compensation, under this Section 2.02(f)(v) within 90 days after
      such Lender has obtained knowledge of such event, the Company shall pay to
      the Administrative Agent for the account of such Lender such additional
      amount or amounts as will compensate such Lender for such reduction. Any
      such claim by a Lender for compensation shall be made through the
      Administrative Agent and shall be accompanied by a certificate signed by
      an officer of such Lender authorized to so act on behalf of such Lender
      setting forth in reasonable detail the calculation upon which such claim
      is based.

                  (vi)  Notwithstanding the foregoing, in the event the Company
      is required to pay to any Lender amounts pursuant to Section
      2.02(f)(i)-(ii), 2.02(f)(iv)-(v) or Section 2.03, the Company may give
      notice to such Lender (with copies to the Administrative Agent) that it
      wishes to seek one or more assignees (which may be one or more of the
      Lenders) to assume the Commitment of such Lender and to purchase its
      outstanding Loans and participations in Letters

                                       21
<PAGE>

      of Credit and the Administrative Agent will use its best efforts to assist
      the Company in obtaining an assignee; provided that if more than one
      Lender requests that the Company pay substantially and proportionately
      equal additional amounts under Section 2.02(f) or Section 2.03 and the
      Company elects to seek an assignee to assume the Commitments of any of
      such affected Lenders, the Company must seek an assignee or assignees to
      assume the Commitments of all of such affected Lenders. Each Lender
      requesting compensation pursuant to Section 2.02(f)(i), Section
      2.02(f)(ii), Section 2.02(f)(iv), Section 2.02(f)(v) or Section 2.03
      agrees to sell its Commitment, its outstanding Loans and participations in
      Letters of Credit and interest in this Agreement in accordance with
      Section 13.07 to any such assignee for an amount equal to the sum of the
      outstanding unpaid principal of and accrued interest on such Loans, plus
      all other fees and amounts (including, without limitation, any
      compensation claimed by such Lender under Section 2.02(e) or Section 2.03)
      due such Lender hereunder calculated, in each case, to the date such
      Commitment, Loans and interest are purchased. Upon such sale or
      prepayment, each such Lender shall have no further Commitment or other
      obligation to the Company hereunder.

                  (vii) Any Lender claiming any amounts pursuant to this Section
      2.02(f) or Section 2.03 shall use its reasonable good faith efforts
      (consistent with its internal policies and legal and regulatory
      restrictions) to avoid or minimize the payment by the Company of any
      amounts under this Section 2.02(f) or Section 2.03, including changing the
      jurisdiction of its Lending Office; provided that no such change or action
      shall be required to be made or taken if, in the reasonable judgment of
      such Lender, such change would be materially disadvantageous to such
      Lender.

                  (viii) The obligations of the Company under this Section
      2.02(f) created in accordance with this Section 2.02(f) shall survive the
      termination of the Commitments and this Agreement.

            (g) Calculation Errors. Each calculation by the Administrative Agent
or any Lender with respect to amounts owing or to be owing by the Company
pursuant to this Agreement or any Loan or Letter of Credit shall be conclusive
except in the case of error. In the event the Administrative Agent determines in
good faith within a reasonable time that any such error shall have occurred in
connection with the determination of the applicable interest rate for any Loan
or Letter of Credit which results in the Company paying either more or less than
the amount which would have been due and payable but for such error, then (i)
any Lender that received an overpayment shall promptly refund such overpayment
to the Company and (ii) if any Lender received an underpayment, the Company
shall promptly pay to such Lender the amount of such underpayment. In the event
it is determined within a reasonable time that any Lender, acting through the
Administrative Agent, has miscalculated any amount for which it has demanded
reimbursement or compensation from the Company in respect of amounts owing by
the Company other than interest which results in the Company paying more or less
than the amount which would have been due and payable but for such error, such
Lender or the Company, as the case may be, shall promptly refund or pay, as the
case may be, to the other the full amount of such overpayment or underpayment.
In the event it is determined within a reasonable time that the Company has
miscalculated the Commitment Fees due under Section 4.03, which results in the
Company paying more or less than the amount which would have been due and
payable but for such error, (x) any Lender that received an overpayment shall
promptly refund such overpayment to the Company and (y) if any Lender received
an underpayment, the Company shall promptly pay to such Lender the amount of
such underpayment. Any party making a request for payment pursuant to this
Section 2.02(g) shall provide with such request a statement in reasonable detail
showing the calculation of the amount requested.

            Section 2.03 Setoff, Counterclaims and Taxes. All payments (whether
of principal, interest, fees, reimbursements or otherwise) under this Agreement
shall be made by the

                                       22
<PAGE>

Company without setoff or counterclaim and shall be made free and clear of and
without deduction (except as specifically provided in Section 2.04) for any
Taxes now or hereafter imposed, other than for Excluded Taxes. Except as
specifically provided in Section 2.04, if the Company shall be required by
applicable law to deduct or withhold from any such payment any such Taxes (other
than Excluded Taxes), then the Company shall (i) notwithstanding anything to the
contrary in this Agreement, deduct or withhold an amount equal to such Tax from
the amounts payable under this Agreement, (ii) make such Tax payment as so
required to the relevant governmental authority in accordance with applicable
law, and (iii) provided that such Lender has complied with the requirements of
Section 2.04, pay to the Administrative Agent for the account of such Lender, on
the date of each such payment, such additional amount as may be necessary in
order that the net amount received by such Lender after such deduction or
withholding (including any deduction or withholding applicable to additional
amounts payable under this Section 2.03) shall equal the amount which would have
been received if such deduction or withholding were not required. The Company
shall confirm that all applicable Taxes (other than Excluded Taxes), if any,
imposed on this Agreement or transactions hereunder shall have been properly and
legally paid by it to the appropriate taxing authorities by sending official Tax
receipts or notarized copies of such receipts to the Administrative Agent within
30 calendar days after payment of any applicable Tax, to the extent such
receipts are issued therefor, or other written proof of payment thereof that is
reasonably satisfactory to the Administrative Agent. Upon request of any Lender,
the Administrative Agent shall forward to such Lender a copy of such official
receipt or a copy of such notarized copy of such receipt or other written proof
of payment.

            Section 2.04 Withholding Tax Exemption.

            (a) To the extent not previously delivered, at least five Business
Days prior to the first date on which interest or fees are payable hereunder to
the Lenders in the case of each Lender that is listed on the signature pages of
this Agreement, and on the later of such date and the date of the assignment
pursuant to Section 13.07 pursuant to which it becomes a Lender in the case of
each other Lender, and from time to time thereafter as reasonably requested in
writing by the Company (but only so long thereafter as such Lender remains
lawfully able to do so):

                  (i)   each Lender that is a "United States person" that is not
      a "domestic" corporation (as such terms are defined in Section 7701(a)(30)
      of the Code) shall provide each of the Administrative Agent and the
      Company with an original Internal Revenue Service Form W-9, or any
      successor or other form prescribed by the Internal Revenue Service,
      properly completed and duly executed under penalties of perjury; and

                  (ii)  each Lender that is a Foreign Lender shall provide each
      of the Administrative Agent and the Company with either:

                        (A)   an original Internal Revenue Service Form W-8BEN,
            W-8IMY or W-8ECI, as appropriate, or any successor or other form
            prescribed by the Internal Revenue Service, properly completed and
            duly executed under penalties of perjury, certifying that such
            Lender is exempt or entitled to a zero (0) rate of United States
            withholding tax on payments pursuant to this Agreement, or

                        (B)   a certificate, duly executed under penalties of
            perjury, that it is not (I) a "bank" (within the meaning of Section
            881(c)(3)(A)of the Code), (II) a "ten-percent shareholder" (within
            the meaning of Section 871(h)(3)(B) of the Code) of the Company, or
            (III) a "controlled foreign corporation" related to the Company
            (within the meaning of Section 864(d)(4) of the Code), and an
            original Internal Revenue Service Form W-8BEN or Form W-8IMY, as
            appropriate, or any successor or other form

                                       23
<PAGE>

            prescribed by the Internal Revenue Service, properly completed and
            duly executed under penalties of perjury, certifying that such
            Lender is exempt from United States withholding tax on payments
            pursuant to this Agreement.

            (b) Each Lender shall deliver such new forms and documents
prescribed by the Internal Revenue Service upon the expiration or obsolescence
of any previously delivered forms or other documents referred to in Section
2.04(a), or after the occurrence of any event requiring a change in the most
recent forms or other documents delivered by such Lender. Such Lender shall
promptly provide written notice to each of the Administrative Agent and the
Company at any time it determines that it is no longer in a position to provide
any previously delivered form or other document (or any other form of
certification adopted by the Internal Revenue Service for such purpose).

            (c) In no event will any withholding by the Company on any interest
payable to any Lender as contemplated by this Section 2.04 give rise to a
Default under Section 10.01 with respect to payments of interest.

            Section 2.05 Discretionary Loans.

            (a) Each Lender may, in its sole discretion and on terms and
conditions satisfactory to it and the Company that are not inconsistent with the
provisions of this Agreement, make additional Loans to the Company under its
Commitment in Dollars, on any one or more Business Days on or after the Closing
Date and prior to the Termination Date ("Discretionary Loans"), which Loans will
be payable to the appropriate Lender upon such terms and conditions; provided
that the Company will not permit to remain outstanding any Discretionary Loans
from any Lender, and no Lender will make any Discretionary Loans to the Company,
if the aggregate principal amount of the Discretionary Loans and Conventional
Loans payable to such Lender, together with such Lender's LC Exposure at such
time and, for as long as the Revolver Reserve is in effect, such Lender's
Applicable Percentage of the Revolver Reserve, exceeds such Lender's Commitment.
Should any Discretionary Loan be outstanding from any Lender on a date on which
a Conventional Borrowing is to be made, such Borrowing shall be made available
only if the Company has paid or shall simultaneously with the making of such
Conventional Loan pay such portions of Discretionary Loans (including, without
limitation, the payment of the amount of any losses payable pursuant to Section
2.02(e) actually incurred by such Lender as a result of such prepayment) as
shall be necessary to make available a portion of each Lender's Commitment at
least equal to such Lender's share of such Conventional Borrowing. No
Discretionary Loan shall have a maturity, final payment date or interest period
that extends beyond the Termination Date. Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness to such Lender resulting from each Discretionary Loan made by such
Lender. The entries made in the accounts maintained pursuant to this Section
2.05(a) shall be prima facie evidence of the existence and amounts of the
obligations therein recorded; provided that the failure of any Lender to
maintain such accounts or any error therein shall not in any manner affect the
obligation of the Company to repay the Discretionary Loans in accordance with
their terms. The Company hereby unconditionally promises to pay to each Lender
the then unpaid principal amount of each Discretionary Loan made by such Lender
on the earlier of the Termination Date and the date on which such principal
amount is due pursuant to the terms of such Discretionary Loan.

            (b) Promptly upon written request of the Administrative Agent, each
Lender will certify in writing the Borrowing Date, principal amount and maturity
date of any Discretionary Loans made during any period for which the Commitment
Fee under Section 4.03 is to be calculated. The Company agrees to certify to the
Administrative Agent on or before each Quarterly Date the Borrowing Date,
principal amount, maturity date and lending Lender for all Discretionary Loans
made during any period for which the Commitment Fee under Section 4.03 is to be
calculated.

                                       24
<PAGE>

            Section 2.06 Interest Election. (a) Each Conventional Borrowing
initially shall be of the type specified in the applicable Notice of
Conventional Borrowing and, in the case of a Conventional Borrowing consisting
of Eurodollar Loans shall have an initial Interest Period as specified in such
notice. Thereafter, the Company may elect to convert such Conventional Borrowing
to a different type or to continue such Conventional Borrowing and, in the case
of a Conventional Borrowing consisting of Eurodollar Loans, may elect Interest
Periods therefor, all as provided in this Section 2.06. The Company may elect
different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Conventional Borrowing, and the Loans
comprising each such portion shall be considered a separate Conventional
Borrowing. This Section 2.06 shall not apply to Discretionary Borrowings.

            (b) To make an election pursuant to this Section 2.06 the Company
shall notify the Administrative Agent of such election by telephone by the time
that a Notice of Conventional Borrowing would be required under the applicable
provisions of Section 2.01 if the Company were requesting the advancement of new
funds of the same type resulting from such election to be made on the effective
date of such election. Each such telephonic election shall be irrevocable and
shall be confirmed promptly by hand delivery or telecopy to the Administrative
Agent of a written Interest Election Request in a form approved by the
Administrative Agent and signed by the Company.

            (c) Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.01:

                  (i)   the Borrowing to which such Interest Election Request
      applies and, if different options are being elected with respect to
      different portions thereof, the portions thereof to be allocated to each
      resulting Borrowing (in which case the information to be specified
      pursuant to clauses (iii) and (iv) below shall be specified for each
      resulting Borrowing);

                  (ii)  the effective date of the election made pursuant to such
      Interest Election Request, which shall be a Business Day;

                  (iii) in the case of a Conventional Borrowing, whether the
      resulting Borrowing is to be an Alternate Base Rate Loan, a Federal Funds
      Rate Loan or a Eurodollar Loan; and

                  (iv)  if the resulting Borrowing is a Eurodollar Loan, the
      Interest Period to be applicable thereto after giving effect to such
      election, which shall be a period contemplated by the definition of the
      term "Interest Period."

            If any such Interest Election Request requests a Eurodollar Loan but
does not specify an Interest Period, or if the Company fails to deliver a timely
Interest Election Request with respect to such a Borrowing prior to the end of
the Interest Period applicable thereto, then, unless in the case or such failure
to deliver an Interest Rate Election the applicable Loans are repaid, the
Company shall be deemed to have selected the shortest possible Interest Period.

            (d) Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such
Lender's portion of each resulting Borrowing.

            (e) Notwithstanding any contrary provision hereof, if an Event of
Default exists and the Administrative Agent, at the request of the Majority
Lenders, so notifies the Company, then, so long as an Event of Default is
continuing (i) no outstanding Loan may be converted to or continued as a

                                       25
<PAGE>

Eurodollar Loan and (ii) unless repaid, each Eurodollar Loan shall be converted
to an Alternate Base Rate Loan at the end of the Interest Period applicable
thereto. The foregoing is without prejudice to the other rights and remedies
available hereunder upon an Event of Default.

            Section 2.07 Obligations Several, Not Joint. The obligations of the
Lenders hereunder are several and not joint. The failure of any Lender to make
the Loan to be made by it as part of any borrowing shall not relieve any other
Lender of its obligation to make its Loan on the date of such borrowing, and no
Lender shall be responsible for the failure of any other Lender to make the Loan
to be made by such other Lender on the date of any borrowing.

            Section 2.08 Replacement of Lenders. If any Lender requests
compensation under Section 2.03, or if the Company is required to pay any
additional amount to any Lender or any governmental authority for the account of
any Lender pursuant to Section 2.03, or if any Lender defaults in its obligation
to fund Loans or issue Letters of Credit hereunder, then the Company may, at its
sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in Section 13.07), all
its interests, rights and obligations under this Agreement to an assignee that
shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that (i) the Company shall have received the
prior written consent of the Administrative Agent, which consent shall not be
unreasonably withheld and (ii) such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, from the
assignee or the Company. A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Company to require such
assignment and delegation cease to apply.

            Section 2.09 Letters of Credit.

            (a) General. Subject to the terms and conditions set forth herein,
the Company may request the issuance of Additional Letters of Credit for its own
account, in a form reasonably acceptable to the Administrative Agent and the
applicable Issuing Lender, at any time and from time to time prior to the date
five Business Days prior to the Termination Date. In the event of any
inconsistency between the terms and conditions of this Agreement and the terms
and conditions of any form of letter of credit application or other agreement
submitted by the Company to, or entered into by the Company with, any Issuing
Lender relating to any Letter of Credit, the terms and conditions of this
Agreement shall control.

            (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of an Additional Letter of Credit (or the
amendment, renewal or extension of an outstanding Letter of Credit), the Company
shall hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the applicable Issuing Lender)
to the applicable Issuing Lender and the Administrative Agent (reasonably in
advance of the requested date of issuance, amendment, renewal or extension) a
notice requesting the issuance of an Additional Letter of Credit, or identifying
the Letter of Credit to be amended, renewed or extended, and specifying the date
of issuance, amendment, renewal or extension (which shall be a Business Day),
the date on which such Letter of Credit is to expire (which shall comply with
paragraph (c) of this Section), the amount of such Letter of Credit, the name
and address of the beneficiary thereof and such other information as shall be
necessary to prepare, amend, renew or extend such Letter of Credit. If requested
by any Issuing Lender, the Company also shall submit a letter of credit
application on the applicable Issuing Lender's standard form in connection with
any request for an Additional Letter of Credit. A Letter of Credit shall be
issued, amended, renewed or extended only if (and upon issuance, amendment,
renewal or extension of each Letter of Credit the Company shall be deemed to
represent and warrant that), after giving effect to such

                                       26
<PAGE>

issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed
$200,000,000 and (ii) the aggregate outstanding principal amount of all
Conventional Loans, Discretionary Loans and LC Exposure, and the Revolver
Reserve for as long as the Revolver Reserve is in effect, shall not exceed the
aggregate Commitments.

            (c) Expiration Date. Each Letter of Credit shall expire at or prior
to the earlier of (i) close of business on the date that is five Business Days
prior to the Termination Date and (ii) the first anniversary of the date of the
issuance (or the most recent extension or renewal) of such Letter of Credit. It
is understood that any Letter of Credit may provide for the renewal thereof for
additional periods, which shall in no event extend beyond the date referred to
in clause (i) above.

            (d) Participations. On the Closing Date, without further action by
any party hereto, each Issuing Lender shall be deemed to have granted to each
Lender, and each Lender shall be deemed to have acquired from the Issuing
Lenders, a participation in each Existing Letter of Credit equal to such
Lender's Applicable Percentage of (i) the aggregate amount available to be drawn
thereunder and (ii) the aggregate unpaid amount of any outstanding reimbursement
obligations in respect thereof. Such participations shall be on all the same
terms and conditions as participations granted in Additional Letters of Credit
under the immediately succeeding sentence. By the issuance of an Additional
Letter of Credit (or an amendment to a Letter of Credit increasing the amount
thereof) and without any further action on the part of the applicable Issuing
Lender or the Lenders, the applicable Issuing Lender hereby grants to each
Lender, and each Lender hereby acquires from such Issuing Lender, a
participation in such Letter of Credit equal to such Lender's Applicable
Percentage of the aggregate amount available to be drawn under such Letter of
Credit. In consideration and in furtherance of the foregoing, each Lender hereby
absolutely and unconditionally agrees to pay to the Administrative Agent, for
the account of the applicable Issuing Lender, such Lender's Applicable
Percentage of each LC Disbursement made by such Issuing Lender and not
reimbursed by the Company on the date due as provided in paragraph (e) of this
Section, or of any reimbursement payment required to be refunded to the Company
for any reason. Each Lender acknowledges and agrees that its obligation to
acquire participations pursuant to this paragraph in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.

            (e) Reimbursement. If any Issuing Lender shall make any LC
Disbursement in respect of a Letter of Credit, the Company shall reimburse such
LC Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than (i) 12:00 noon, New York City time, on the date that
such LC Disbursement is made, if the Company shall have received notice of such
LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii)
if such notice has not been received by the Company prior to 10:00 a.m., New
York City time, on the date that such LC Disbursement is made, then not later
than 12:00 noon, New York City time, on the Business Day immediately following
the day that the Company receives such notice; provided that, if such LC
Disbursement is not less than the minimum borrowing amount, the Company may,
subject to the conditions to borrowing set forth herein, request that such
payment be financed with an Alternate Base Rate Loan or Federal Funds Rate Loan
in an equivalent amount and, to the extent so financed, the Company's obligation
to make such payment shall be discharged and replaced by the resulting Alternate
Base Rate Loan or Federal Funds Rate Loan. If the Company fails to make such
payment when due, the Administrative Agent shall notify each Lender of the
applicable LC Disbursement, the payment then due from the Company in respect
thereof and such Lender's Applicable Percentage thereof. Promptly following
receipt of such notice, each Lender shall pay to the Administrative Agent its
Applicable Percentage of the LC Disbursement not reimbursed by the Company, in
the same manner as provided in Section 2.02 with respect to Loans made by such
Lender (and Section 2.02 shall apply, mutatis mutandis,

                                       27
<PAGE>

to the payment obligations of the Lenders), and the Administrative Agent shall
promptly pay to the applicable Issuing Lender the amounts so received by it from
the Lenders. Promptly following receipt by the Administrative Agent of any
payment from the Company pursuant to this paragraph, the Administrative Agent
shall distribute such payment to the applicable Issuing Lender or, to the extent
that Lenders have made payments pursuant to this paragraph to reimburse such
Issuing Lender, then to such Lenders and such Issuing Lender as their interests
may appear. Any payment made by a Lender pursuant to this paragraph to reimburse
an Issuing Lender for any LC Disbursement (other than the funding of Alternate
Base Rate Loans or Federal Funds Rate Loans as contemplated above) shall not
constitute a Loan and shall not relieve the Company of its obligation to
reimburse such LC Disbursement.

            (f) Obligations Absolute. The Company's obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by an Issuing Lender under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Company's obligations hereunder. Neither
the Administrative Agent, the Lenders, the Issuing Lenders, nor any of their
Related Parties, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
applicable Issuing Lender; provided that the foregoing shall not be construed to
excuse the applicable Issuing Lender from liability to the Company to the extent
of any direct damages (as opposed to consequential damages, claims in respect of
which are hereby waived by the Company to the extent permitted by applicable
law) suffered by the Company that are caused by such Issuing Lender's failure to
exercise care when determining whether drafts and other documents presented
under a Letter of Credit comply with the terms thereof. The parties hereto
expressly agree that, in the absence of gross negligence or willful misconduct
on the part of the applicable Issuing Lender (as finally determined by a court
of competent jurisdiction), such Issuing Lender shall be deemed to have
exercised care in each such determination. In furtherance of the foregoing and
without limiting the generality thereof, the parties agree that, with respect to
documents presented which appear on their face to be in substantial compliance
with the terms of a Letter of Credit, each Issuing Lender may, at its sole
discretion, either accept and make payment upon such documents without
responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.

            (g) Disbursement Procedures. Each Issuing Lender shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The applicable Issuing Lender shall
promptly notify the Administrative Agent and the Company by telephone (confirmed
by telecopy) of such demand for payment and whether such Issuing Lender has made
or will make an LC Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not relieve the Company of its obligation to
reimburse the applicable Issuing Lender and the Lenders with respect to any such
LC Disbursement.

                                       28
<PAGE>

            (h) Interim Interest. If an Issuing Lender shall make any LC
Disbursement, then, unless the Company shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Company reimburses such LC Disbursement,
(i) at the Alternate Base Rate until the date on which the Company is obligated
to reimburse the Issuing Bank for such LC Disbursement pursuant to Section
2.09(e), and (ii) at the Default Rate thereafter. Interest accrued pursuant to
this paragraph shall be for the account of the applicable Issuing Lender, except
that interest accrued on and after the date of payment by any Lender pursuant to
paragraph (e) of this Section to reimburse any Issuing Lender shall be for the
account of such Lender to the extent of such payment.

            (i) Replacement of any Issuing Lender, Indemnity. Any Issuing Lender
may be replaced at any time by written agreement among the Company, the
Administrative Agent, the applicable Issuing Lender and the successor Issuing
Lender. The Administrative Agent shall notify the Lenders of any such
replacement of an Issuing Lender. At the time any such replacement shall become
effective, the Company shall pay all unpaid fees accrued for the account of the
replaced Issuing Lender. From and after the effective date of any such
replacement, (i) the successor Issuing Lender shall have all the rights and
obligations of the replaced Issuing Lender under this Agreement with respect to
Letters of Credit to be issued thereafter and (ii) references herein to the term
"Issuing Lender" shall be deemed to refer to such successor or to any previous
Issuing Lender, or to such successor and all previous Issuing Lenders, as the
context shall require. After the replacement of any Issuing Lender hereunder,
the replaced Issuing Lender shall remain a party hereto and shall continue to
have all the rights and obligations of an Issuing Lender under this Agreement
with respect to Letters of Credit issued by it prior to such replacement, but
shall not be required to issue additional Letters of Credit. The Lenders
severally agree to indemnify each Issuing Lender (to the extent not reimbursed
by the Company), ratably according to the respective amounts of the LC Exposure
then held by each of them (or if no LC Exposure is at the time outstanding,
ratably according to the respective amount of their Commitments), from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by, or asserted against such
Issuing Lender in its capacity as such in any way relating to or arising out of
this Agreement, or any action taken or omitted by the Administrative Agent under
this Agreement; provided that no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from such Issuing Lender's gross
negligence or willful misconduct.

            (j) Cash Collateralization. If any Event of Default shall occur and
be continuing, on the Business Day that the Company receives notice from the
Administrative Agent or the Majority Lenders (or, if the maturity of the Loans
has been accelerated, Lenders with LC Exposure representing greater than 50% of
the total LC Exposure) demanding the deposit of cash collateral pursuant to this
paragraph, the Company shall deposit in an account with the Administrative
Agent, in the name of the Administrative Agent and for the benefit of the
Lenders, an amount in cash equal to the LC Exposure as of such date plus any
accrued and unpaid interest thereon; provided that the obligation to deposit
such cash collateral shall become effective immediately, and such deposit shall
become effective immediately, and such deposit shall become immediately due and
payable, without demand or other notice of any kind, upon the occurrence of any
Event of Default with respect to the Company described in Section 10.10 or
10.11. Such deposit shall be held by the Administrative Agent as collateral for
the payment and performance of the obligations of the Company under this
Agreement. The Administrative Agent shall have exclusive dominion and control,
including the exclusive right of withdrawal, over such account. Other than any
interest earned on the investment of such deposits, which investments shall be
made at the option and sole discretion of the Administrative Agent and at the
Company's risk and expense, such deposits shall not bear interest. Interest or
profits, if any, on such investments shall accumulate in such account. Moneys in
such account shall be applied by the Administrative Agent to reimburse the

                                       29
<PAGE>

applicable Issuing Lender for LC Disbursements for which it has not been
reimbursed and, to the extent not so applied, shall be held for the satisfaction
of the reimbursement obligations of the Company for the LC Exposure at such time
or, if the maturity of the Loans has been accelerated (but subject to the
consent of Lenders with LC Exposure representing greater than 50% of the total
LC Exposure), be applied to satisfy other obligations of the Company under this
Agreement. If the Company is required to provide an amount of cash collateral
hereunder as a result of the occurrence of an Event of Default, such amount (to
the extent not applied as aforesaid) shall be returned to the Company within
three Business Days after all Events of Default have been cured or waived.

            Section 2.10 Evidence of Debt. Any Lender may request that Loans
made by it be evidenced by a promissory note. In such event, the Company shall
prepare, execute and deliver to such Lender a promissory note payable to the
order of such Lender (or, if requested by such Lender, to such Lender and its
registered assigns) and in a form approved by the Administrative Agent and the
Company. Thereafter, the Loans evidenced by such promissory note and interest
thereon shall at all times (including after assignment pursuant to Section
13.07) be represented by one or more promissory notes in such form payable to
the order of the payee named therein (or, if such promissory note is a
registered note, to such payee and its registered assigns).

                                  ARTICLE III.

                       OPTIONAL AND REQUIRED PREPAYMENTS;
  INTEREST PAYMENT DATE AND COMMITMENT REDUCTION DATE PAYMENTS; OTHER
                                    PAYMENTS

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

            (a) losses, if any, incurred by any Lender under Section 2.02(e)
      shall be payable with respect to each such prepayment of any Eurodollar
      Loan;

            (b) all partial prepayments shall be in an aggregate principal
      amount of at least $2,000,000 and an integral multiple of $100,000;

            (c) the Company shall give the Administrative Agent not less than
      one full Business Day's prior oral or written notice of each prepayment of
      any Eurodollar Loans, or any portion thereof, and notice to the
      Administrative Agent not less than 10:00 a.m. (New York, New York time) on
      the same day of the prepayment of Federal Funds Rate Loans or Alternate
      Base Rate Loans, or any portion thereof, proposed to be made pursuant to
      this Section 3.01, specifying the aggregate principal amount to be prepaid
      and the prepayment date; provided that with respect to each oral notice of
      a prepayment, the Company shall deliver promptly to the Administrative
      Agent a confirmatory written notice of such proposed prepayment; and

            (d) so long as no Event of Default is continuing, prepayments may be
      allocated, at the option of the Company, to (i) all outstanding
      Conventional Loans for payment ratably to the holders thereof and (ii) any
      or all outstanding Discretionary Loans.

The Administrative Agent shall promptly notify the affected Lenders of the
principal amount to be prepaid and the prepayment date. Notice of such
prepayment shall be irrevocable and having been given as aforesaid, the
principal amount specified in such notice, together with accrued and unpaid
interest thereon to the date of prepayment, shall become due and payable on such
prepayment date, and the

                                       30
<PAGE>

provisions of Section 2.02(e) shall be applicable. The Company shall have no
optional right to prepay the principal amount of any Loan (other than a
Discretionary Loan) other than as provided in this Section 3.01.

            Section 3.02 Required Prepayments.

            (a) If the Company shall reduce or terminate the respective
Commitments of the Lenders pursuant to Section 4.01, it will prepay to each
Lender on the effective date of any such reduction or termination:

                  (i)   in the case of a reduction of the Commitments, that part
      of the unpaid principal amount outstanding of the Conventional Loans and
      Discretionary Loans held by such Lender that, when added to such Lender's
      LC Exposure and, for as long as the Revolver Reserve is in effect, its
      Applicable Percentage of the Revolver Reserve, exceeds the amount of the
      Commitment of such Lender immediately after such reduction, and

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

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

            (b) If on any Borrowing Date the aggregate principal amount of
Conventional Loans, Discretionary Loans and LC Exposure outstanding to any
Lender shall exceed the Commitment of such Lender (reduced, for as long as the
Revolver Reserve is in effect, by its Applicable Percentage of the Revolver
Reserve), the Company shall promptly pay to such Lender an amount equal to such
excess, together with accrued and unpaid interest on the amount so prepaid and
all other amounts accrued and owing under this Agreement on such date.

            (c) Notwithstanding the foregoing, in the event any prepayment
required by Section 3.02(a) or Section 3.02(b) with respect to any Conventional
Loan would become due on a date that is not an Interest Payment Date and as a
result thereof the Company would incur liabilities under Section 2.02(e), the
Company shall make such prepayment to the Administrative Agent on the due date;
provided that, if the Company so elects, interest shall continue to accrue on
any Loan so prepaid and shall be paid by the Company to the Administrative Agent
on the applicable Interest Payment Date. So long as no Default or Event of
Default shall have occurred and be continuing, the Administrative Agent shall
hold the proceeds of such prepayment for the benefit of the Lenders holding
outstanding Conventional Loans, in an interest bearing account, until such time
as such proceeds can be applied towards payment of the Conventional Loans in
accordance with the provisions of this Agreement without resulting in any
liability of the Company under Section 2.02(e). All interest which may accrue on
such amounts so held in escrow shall be held by the Administrative Agent for the
benefit of the Company.

            (d) All prepayments made pursuant to the provisions of this Section
3.02 shall be applied, in the case of Conventional Loans, first, towards payment
of all Federal Funds Rate Loans and Alternate Base Rate Loans, as the Company
directs, and secondly, and subject to the provisions of Section 2.02(e), towards
payment of the appropriate amount of Eurodollar Loans, as the Company directs.
The Company shall have no right to reborrow any amount prepaid under Section
3.02(a).

            Section 3.03 Place, etc. of Payments and Prepayments. All payments
and prepayments made in accordance with the provisions of this Agreement (other
than with respect to Discretionary Loans) in respect of the Commitment Fees and
the Administrative Agent's fee and of

                                       31
<PAGE>

principal of and interest on the Loans (other than Discretionary Loans) and of
LC Disbursements and interest thereon shall be made to the Administrative Agent
in Dollars at its Principal Office, in immediately available funds for the
account of the Lenders. The Administrative Agent will promptly distribute to the
Lenders, in accordance with each Lender's Prepayment Pro Rata Share as to the
Loans being paid or prepaid (other than Discretionary Loans), in immediately
available funds, the amount of principal, interest, LC Disbursements, Commitment
Fees and LC Participation Fees received by the Administrative Agent for the
account of such Lenders; provided that if interest shall accrue on any Loan
(other than Discretionary Loans) at a rate different from the rate applicable to
any other such Loan, payment and distribution of interest shall be based on the
respective accrual rates applicable to such Loans. Any payment to the
Administrative Agent for the account of a Lender under this Agreement shall
constitute payment by the Company to such Lender of the amounts so paid to the
Administrative Agent, and any Loans (other than Discretionary Loans) or portions
thereof so paid shall not be considered outstanding for any purpose after the
date of such payment to the Administrative Agent.

                                  ARTICLE IV.

                         REDUCTION OF COMMITMENTS; FEES

            Section 4.01 Optional Reduction or Termination of Commitments. The
Company may at any time or from time to time reduce ratably in proportion to
their respective Commitments or terminate in whole, the respective Commitments
of the Lenders hereunder by giving not less than three full Business Days' prior
written notice to such effect to the Administrative Agent; provided that any
partial reduction shall be in an aggregate amount of not less than $2,000,000
and an integral multiple of $250,000; provided further that the Commitments may
not be reduced to an amount less than the aggregate principal amount of
Conventional Loans, Discretionary Loans and LC Exposure outstanding at such
time, unless simultaneously therewith the Company shall make a prepayment in
accordance with Section 3.02(a) hereof. The Administrative Agent shall promptly
notify each Lender of its proportionate share of and of the date of each such
reduction. After each such reduction, the Commitment Fees owing to each Lender
shall be calculated upon the Commitment of such Lender as so reduced. In the
event of acceleration of the maturity date of any Loan (other than Discretionary
Loans), the Commitments hereunder of the Lenders shall thereupon automatically
terminate without notice. Each such reduction or any termination of the
Commitments hereunder shall be irrevocable.

            Section 4.02 Mandatory Termination of Commitments. The Commitment of
each Lender shall automatically terminate on the Termination Date.

            Section 4.03 Commitment Fees.

            (a) The Company agrees to pay to the Administrative Agent for the
account of each Lender, in Dollars, commitment fees ("Commitment Fees"),
computed on a daily basis of a year of 365 or 366 days, as the case may be, at a
rate per annum equal to the applicable Commitment Fee Rate from time to time in
effect from the Closing Date until the Termination Date, on the daily average
unused amount of the Commitment of such Lender (taking into account all
Conventional Loans and Discretionary Loans of such Lender outstanding on the
dates covered by such calculation). Each such Commitment Fee shall be payable on
or before the 15th day following each Quarterly Date and on the Termination Date
or on such earlier date as the Commitment of such Lender shall terminate
pursuant to the terms of this Agreement.

            (b) For purposes of computing Commitment Fees with respect to
Commitments, a Commitment of a Lender (i) shall be deemed to be used to the
extent of the LC Exposure of such Lender and (ii) shall not be reduced or deemed
unavailable by reason of the Revolver Reserve.

                                       32
<PAGE>

            Section 4.04 LC Participation Fees. The Company agrees to pay (i) to
the Administrative Agent for the account of each Lender a participation fee ("LC
Participation Fee") with respect to its participations in Letters of Credit,
which shall accrue at the Margin Percentage used to determine the interest rate
applicable to Conventional Loans that are Eurodollar Loans on the average daily
amount of such Lender's LC Exposure (excluding any portion thereof attributable
to unreimbursed LC Disbursements) during the period from and including the
Closing Date to but excluding the date on which such Lender ceases to have any
LC Exposure and (ii) to the Issuing Lenders a fronting fee, which shall accrue
at the rate or rates per annum separately agreed upon by the Company and the
applicable Issuing Lender on the average daily stated amount of the Letters of
Credit issued by such Issuing Lender during the period from and including the
Closing Date to but excluding the date on which there ceases to be any LC
Exposure, as well as the applicable Issuing Lender's standard fees with respect
to the issuance, amendment, renewal or extension of any Letter of Credit or
processing of drawings thereunder. Accrued participation fees and fronting fees
shall be payable on or before the fifteenth day following each Quarterly Date
and on the Termination Date or on such earlier date as the Commitments shall
terminate pursuant to the terms of this Agreement; and any such fees accruing
after the date on which the Commitments terminate shall be payable on demand.
Any other fees payable to the Issuing Lenders pursuant to this paragraph shall
be payable within 10 days after demand. All participation fees and fronting fees
shall be computed on the basis of a year of 360 days and shall be payable for
the actual number of days elapsed (including the first day but excluding the
last day).

            Section 4.05 Administrative Agent's Fee. Until payment in full of
the Loans and termination of the Commitments, the Company agrees to pay to the
Administrative Agent, for its own account, the annual administration fee
provided for in the fee letter executed by them.

                                   ARTICLE V.

                             APPLICATION OF PROCEEDS

            The Company agrees that the proceeds of the Revolving Credit Loans
and Discretionary Loans hereunder shall be used by the Company only to refinance
other borrowings of the Company and for general corporate purposes of the
Company and its Subsidiaries. The Letters of Credit will be used for general
corporate purposes.

                                  ARTICLE VI.

                         REPRESENTATIONS AND WARRANTIES

            The Company represents and warrants that:

            Section 6.01 Organization; Qualification; Subsidiaries. The Company
and each Subsidiary (i) is duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation or organization, (ii) has
the corporate or organizational power to own its properties and to carry on its
business as now conducted, and (iii) is duly qualified to do business and is in
good standing in every jurisdiction where failure to be duly qualified would
have a Material Adverse Effect. Attached hereto as Exhibit 6.01 is a correct and
complete list setting forth, as of the date of this Agreement: (A) the name of
each Subsidiary, (B) the Company's and its Subsidiaries' aggregate percentage
interest in such Subsidiary, and (C) whether such Subsidiary is a Restricted or
Unrestricted Subsidiary. All shares of capital stock of Restricted Subsidiaries
owned by the Company or any Restricted Subsidiary are owned thereby free and
clear of all Liens.

                                       33
<PAGE>

            Section 6.02 Financial Statements. The Company has furnished (either
in hard copy or electronically) each Lender with the consolidated financial
statements for the Company and its Subsidiaries as at and for its fiscal year
ended December 31, 2003, accompanied by the opinion of Deloitte & Touche, and
quarterly consolidated financial statements as at and for the period ended
September 30, 2004. Such statements have been prepared in conformity with GAAP
consistently applied throughout the period involved, except as may be explained
in such opinion and except, in the case of interim statements, for year-end
audit adjustments and the absence of footnotes. Such statements fairly present
in all material respects the financial condition of the Company and its
Subsidiaries on a consolidated basis and the results of its and their operations
as at the dates and for the periods indicated. There has been no material
adverse change in the financial condition or the business or properties of the
Company and its Restricted Subsidiaries on a consolidated basis since December
31, 2003; provided that for purposes of this sentence, the provisions of the
Cable Television Consumer Protection and Competition Act of 1992 and the
Telecommunications Act of 1996 and the regulations adopted by the FCC pursuant
to such statutes that are in effect as of the Effective Date shall not be
considered.

            Section 6.03 Actions Pending. Except as disclosed in Exhibit 6.03
attached hereto, there is no action, suit or proceeding pending or, to the
knowledge of the Company, threatened against the Company or any Subsidiary
before any court or administrative agency or other governmental authority which
could reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect.

            Section 6.04 Default. Neither the Company nor any Subsidiary is (i)
in default under the provisions of any instrument evidencing any Debt or any
other liability, contingent or otherwise, or of any agreement relating thereto
or (ii) in default under or in violation of any order, writ, injunction or
decree of any court, or in default under or in violation of any order,
regulation or demand of any governmental instrumentality, other than for such
defaults or violations under clauses (i) and (ii) above which taken in the
aggregate do not have a Material Adverse Effect.

            Section 6.05 Title to Assets. Except as would not have a Material
Adverse Effect, the Company and each Restricted Subsidiary have good and
marketable title to their respective assets, subject to no Liens except
Permitted Liens.

            Section 6.06 Payment of Taxes. The Company and each Subsidiary have
filed all Federal and material state income and franchise tax returns, or
extensions therefor, which, to the knowledge of the officers thereof, are
required to be filed and have paid all material taxes shown on said returns and
all material assessments which are due (other than those the amount or validity
of which are currently being contested in good faith by appropriate
proceedings). The Company and its officers know of no claims by any governmental
authority for any unpaid taxes which claims in the aggregate could reasonably be
expected to have a Material Adverse Effect.

            Section 6.07 Conflicting or Adverse Agreements or Restrictions.
Neither the Company nor any Subsidiary is a party to any contract or agreement
or subject to any restriction which has a Material Adverse Effect. Neither the
execution nor delivery of this Agreement nor compliance with the terms and
provisions hereof or of any instruments required hereby will be contrary to the
provisions of, or constitute a default under, (i) the charter or by-laws of the
Company or any Subsidiary or (ii) any law or any regulation, order, writ,
injunction or decree of any court or governmental authority or any material
agreement to which the Company or any Subsidiary is a party or by which it is
bound or to which it is subject, except for such noncompliance or defaults
referred to in this clause (ii) which, individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect.

            Section 6.08 Purpose of Loans. Neither the Company nor any
Subsidiary is engaged principally, or as one of its important activities, in the
business of extending credit for the purpose of

                                       34
<PAGE>

purchasing or carrying Margin Stock. This Agreement and the transactions
contemplated hereby comply in all respects with Regulations U, T and X of the
Board of Governors of the Federal Reserve System. Neither the Company nor any
agent acting on its behalf has taken any action which might cause this Agreement
to violate Regulations U, T or X or to violate the Securities Exchange Act of
1934, in each case as in effect now or as the same may hereafter be in effect on
the date of any Loan.

            Section 6.09 Authority; Validity; Enforceability. The Company has
the corporate power and authority to make and carry out this Agreement and the
transactions contemplated herein, to make the borrowings provided for herein and
to perform its obligations hereunder; and all such action has been duly
authorized by all necessary corporate proceedings on its part. This Agreement
has been duly and validly executed and delivered by the Company and constitutes
a valid and legally binding agreement of the Company, enforceable in accordance
with its terms, except as enforcement may be limited by bankruptcy, insolvency
or other laws of general application relating to or affecting the enforcement of
creditors' rights and general principles of equity.

            Section 6.10 Consents or Approvals. No order, consent, approval,
license, authorization or validation of any governmental authority and no
registration or filing with or notice to any governmental authority is necessary
to authorize or permit, or is required in connection with, the execution and
delivery of this Agreement, the completion of the Tender Offer or the Merger
(other than those which have been obtained and are in full force and effect and
those the absence of which could not reasonably be expected to have a Material
Adverse Effect), the making of borrowings pursuant hereto or the performance of
the obligations of the Company hereunder.

            Section 6.11 Compliance with Law. Neither the Company nor any of its
Subsidiaries is in violation of any Federal, state or local laws or orders
affecting the Company or any Subsidiary or any of their businesses and
operations which taken alone or in the aggregate, could reasonably be expected
to have a Material Adverse Effect. Neither the Company nor any Subsidiary has
failed to obtain any license, permit, franchise, consent or authorization of any
governmental authority necessary to the completion of the Tender Offer or the
Merger, the ownership of its properties or the operation of its business, which
failure could reasonably be expected to have a Material Adverse Effect.

            Section 6.12 ERISA. The Company and its Subsidiaries are in
compliance in all material respects with the applicable provisions of ERISA.
Neither the Company nor any Subsidiary, taken individually or in the aggregate,
is obligated to pay any material accumulated funding deficiency within the
meaning of ERISA or Section 4971 of the Internal Revenue Code of 1986, as
amended, or is obligated to pay any material liability to the Pension Benefit
Guaranty Corporation established under ERISA, or any successor thereto under
ERISA (the "PBGC") (other than the payment of premiums to the PBGC as required
by ERISA), in connection with any Plan.

            Section 6.13 Investment Company Act. Neither the Company nor any
Subsidiary (i) is an investment company as that term is defined in the
Investment Company Act of 1940, as amended, (ii) directly or indirectly controls
or is controlled by a company which is an investment company as that term is
defined in the Investment Company Act of 1940, as amended, or (iii) is otherwise
subject to regulation under the Investment Company Act of 1940, as amended.

            Section 6.14 Disclosure. All material information furnished by or on
behalf of the Company in writing to the Administrative Agent or any Lender
pursuant to the terms of this Agreement after the Effective Date and concerning
the historical operations of the Company, will not, when made, include any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein, in light of the circumstances under which they
are made, not materially misleading.

                                       35
<PAGE>

            Section 6.15 Material Franchise Agreements. The Franchise Agreements
in effect as of the Effective Date are described on Exhibit 6.15 attached
hereto. With respect to the Material Franchise Agreements, except as set forth
on Exhibit 6.15 hereto:

            (a) the Material Franchise Agreements are legal, valid and binding
      agreements of the Company or a Subsidiary of the Company and to the
      Company's knowledge, each other party thereto and are in full force and
      effect, except to the extent that certain Material Franchise Agreements
      may have expired in accordance with their terms as of the date this
      representation and warranty is made or deemed made;

            (b) neither the Company nor any Subsidiary of the Company is
      materially in default or breach of (with or without the giving of notice
      or passage of time, and no franchisor has asserted in writing that the
      Company or a Subsidiary of the Company is materially in default or breach
      of (with or without the giving of notice or passage of time)), the
      Material Franchise Agreements;

            (c) to the Company's knowledge, the other parties to the Material
      Franchise Agreements are not materially in violation thereof, and

            (d) neither the Company nor any Subsidiary of the Company has waived
      any rights under the Material Franchise Agreements where such waiver would
      have a material adverse effect on the business, properties or financial
      condition of the Company and its Restricted Subsidiaries on a consolidated
      basis.

            Section 6.16 Quality of CATV Systems. The materials and workmanship
used in the construction and operation of the CATV Systems are of sufficient
quality to conform in all material respects with applicable standards and
regulations of the FCC or any other appropriate governmental or regulatory
authority.

                                  ARTICLE VII.

                                   CONDITIONS

            Section 7.01 Conditions Precedent to Effectiveness of Agreement.
This Agreement shall become effective upon satisfaction of the following
conditions:

            (a) The Administrative Agent shall have received on behalf of the
      Lenders from Counsel for the Company their opinion in the form attached
      hereto as Exhibit 7.01(a), with such changes therein as may be agreed upon
      by the Company and the Administrative Agent.

            (b) The Administrative Agent shall have received on behalf of the
      Lenders an Officer's Certificate substantially in the form attached hereto
      as Exhibit 7.01(b).

            (c) The Administrative Agent shall have received all fees and other
      amounts payable in connection with this Agreement on or prior to the
      Effective Date, including, to the extent invoiced, reimbursement or
      payment of all out-of-pocket expenses required to be reimbursed or paid by
      the Company hereunder.

            (d) The CEI Existing Credit Agreement shall have been amended and
      restated and the Additional Credit Agreements shall have been executed and
      delivered by the parties thereto, in each case on substantially the terms
      of the proposed definitive documentation therefor

                                       36
<PAGE>

      delivered to the Administrative Agent prior to the date of this Agreement,
      and the Administrative Agent shall have received such confirmation as may
      be satisfactory to it that loans will be funded under any or all of the
      CEI Existing Credit Agreement and the Additional Credit Agreements on the
      Effective Date in an aggregate amount that, when added to the Loans
      requested by the Company to be funded under this Agreement on the
      Effective Date, is equal to the aggregate funding for Acquisition Payments
      requested by the Company and for Acquisition Payments (as defined under
      the CEI Existing Credit Agreement) requested by Cox Enterprises, Inc. as
      of the Effective Date.

            (e) The Majority Lenders shall have confirmed their consent to the
      amendment and restatement of the Existing Credit Agreement on the terms
      set forth in this Agreement by delivery of an executed signature page
      hereto or a separate written consent to the Administrative Agent. Such
      signature pages or consents may be delivered by facsimile transmission and
      if delivered in such form shall be as effective as delivery of a manually
      executed counterpart hereof.

            (f) The Company shall have delivered to the Administrative Agent and
      each Lender such other documentation as the Administrative Agent may
      reasonably request.

            Following the satisfaction of the conditions set forth in this
Section 7.01, the Administrative Agent shall inform the Company and the Lenders
in writing thereof.

            Section 7.02 Conditions Precedent to Each Extension of Credit. The
obligation of the Lenders to fund each Borrowing (including, without limitation,
the initial Borrowings) or any Discretionary Borrowing and of the Issuing
Lenders to issue, amend, renew or extend Letters of Credit (but, in the case of
any amendment, only if such amendment has the effect of increasing the LC
Exposure of any Lender or extending the maturity of the applicable Letter of
Credit), and of the Lenders to purchase the participations in the Existing
Letters of Credit pursuant to the first sentence of Section 2.09(d), is subject
to satisfaction of the following additional conditions (in the case of a
Discretionary Borrowing, unless otherwise agreed by the relevant Lender):

            (a) The Administrative Agent shall have received by telecopy or
      otherwise the Notice of Conventional Borrowing required by Section 2.01(c)
      or notice of issuance, amendment, renewal or extension required by Section
      2.09(b), or the Company and the relevant Lender shall have agreed on terms
      and conditions for such Discretionary Borrowing satisfactory to such
      Lender and the Company that are not inconsistent with the provisions of
      this Agreement.

            (b) After giving effect to such extension of credit, and to the
      application of the proceeds (if any) thereof, the representations and
      warranties contained in Article VI, other than the representations and
      warranties made by the Company in the last sentence of Section 6.02 and
      Sections 6.03 and 6.04, shall be true in all material respects on and as
      of the particular date of extension of credit as though made on and as of
      such date (except, in the case of any exhibit referred to in Article VI,
      to the extent such exhibit expressly relates to a prior date) and each
      such extension of credit shall be deemed to constitute a representation
      and warranty by the Company on the applicable date (except, in the case of
      any exhibit referred to in Article VI, to the extent such exhibit
      expressly relates to an earlier date) as to the matters set forth in
      Article VI (other than the representations and warranties made by the
      Company in the last sentence of Section 6.02 and in Sections 6.03 and
      6.04).

            (c) Except as otherwise set forth therein, or in certificates
      accompanying such financial statements, the most recent financial
      statements delivered to the Lenders pursuant to Section 8.02 fairly
      present in all material respects the financial condition of the Company
      and its

                                       37
<PAGE>

      Subsidiaries on a consolidated basis and the results of its and their
      operations as at the dates and for the periods indicated. Each such
      extension of credit shall be deemed to constitute a representation and
      warranty by the Company on the applicable date to such effect.

            (d) No Default shall have occurred and be continuing or shall occur
      after giving effect to such extension of credit and the application of the
      proceeds (if any) thereof, and each such extension of credit shall be
      deemed to constitute a representation and warranty by the Company on the
      applicable date to such effect.

            (e) After giving effect to such extension of credit, and the
      application of the proceeds (if any) thereof, (x) the sum of the aggregate
      outstanding principal amount of Conventional Loans, Discretionary Loans
      and the aggregate LC Exposure shall not exceed the Commitments (reduced by
      the Revolver Reserve for as long as the Revolver Reserve is in effect) and
      (y) the aggregate LC Exposure shall not exceed $200,000,000. Each such
      extension of credit shall be deemed to constitute a representation and
      warranty by the Company on the applicable date to such effect.

                                 ARTICLE VIII.

                              AFFIRMATIVE COVENANTS

            The Company covenants and agrees that, so long as the Company may
borrow hereunder and until payment in full of the Loans (including any
Discretionary Loan, unless otherwise agreed by the Lender making such Loan) and
until all Letters of Credit shall have expired or terminated and all LC
Disbursements shall have been reimbursed, the Company will:

            Section 8.01 Certain Financial Covenants.

            Maintain at all times:

            (a) a Leverage Ratio of not more than (i) 5.5 to 1.0 prior to
      December 31, 2005 and (ii) 5.0 to 1.0, on December 31, 2005 and thereafter

            and

            (b) a ratio of Consolidated Operating Cash Flow to Consolidated
      Interest Expense of not less than 2.0 to 1.0.

            Section 8.02 Financial Statements and Information. Deliver to each
of the Lenders (either in hard copy or electronically):

            (a) as soon as available, and in any event within 90 days, after the
      end of each fiscal year (i) a copy of the consolidated annual audited
      financial statements of the Company and its Subsidiaries for such fiscal
      year containing a balance sheet, an income statement, a statement of
      shareholders' equity and a consolidated statement of cash flows, all in
      reasonable detail, together with the unqualified opinion of Deloitte &
      Touche or another independent certified public accountant of recognized
      national standing, that such statements have been prepared in accordance
      with GAAP, consistently applied, except as may be explained in such
      opinion, and fairly present in all material respects the financial
      condition of the Company and its Subsidiaries on a consolidated basis and
      the results of its and their operations as at the dates and for the
      periods indicated and (ii) a copy of the reconciliation sheet, certified
      by a financial officer of the Company, setting forth the adjustments
      required to the consolidated audited financial statements of the

                                       38
<PAGE>

      Company and its Subsidiaries referred to above in this paragraph (a) in
      order to arrive at the consolidated financial statements of the Company
      and its Restricted Subsidiaries;

            (b) as soon as available, and in any event within 60 days, after the
      end of each of the first three quarterly accounting periods in each fiscal
      year (i) a copy of the consolidated unaudited financial statements of the
      Company and its Subsidiaries as at the end of such quarter and for the
      period then ended, containing a balance sheet, an income statement, a
      statement of shareholders' equity and a consolidated statement of cash
      flows, all in reasonable detail and certified by a financial officer of
      the Company to have been prepared in accordance with GAAP, consistently
      applied, except as may be explained in such certificate and except, in the
      case of interim statements, for year end audit adjustments and the absence
      of footnotes, and as fairly presenting in all material respects the
      financial condition of the Company and its Subsidiaries on a consolidated
      basis and the results of its and their operations as at the dates and for
      the periods indicated and (ii) a copy of the reconciliation sheet,
      certified by the Company, setting forth the adjustments required to the
      consolidated quarterly financial statements of the Company and its
      Subsidiaries referred to above in this paragraph (b) in order to arrive at
      the consolidated financial statements of the Company and its Restricted
      Subsidiaries;

            (c) promptly after the filing thereof, copies of all statements and
      reports filed with the Securities and Exchange Commission, other than Form
      S-8 registration statements and other reports relating to employee benefit
      plans, supplements to registration statements relating solely to the
      pricing of securities offerings for which registration statements were
      previously filed and Forms D;

            (d) promptly, and in any case within five Business Days, after any
      officer of the Company obtains knowledge of an Event of Default or
      Default, an Officer's Certificate specifying the nature of such Event of
      Default or Default, the period of existence thereof, and what action the
      Company has taken and proposes to take with respect thereto;

            (e) promptly upon the Company's or any Subsidiary's receipt thereof,
      copies of all notices received from the FCC regarding the termination,
      cancellation, revocation or taking of any other materially adverse action
      with respect to any Material FCC Licenses;

            (f) promptly upon the Company's or any Subsidiary's receipt thereof,
      copies of any notice received from any franchisors regarding the
      termination, cancellation or revocation of Franchise Agreements in
      connection with CATV Systems constituting 20% or more at any time of
      aggregate Basic Subscribers of the Company and its Subsidiaries;

            (g) together with the delivery of the financial statements required
      under clauses (a) and (b) of this Section 8.02, but only if such
      information is not otherwise then publicly available, the Company shall
      deliver to the Administrative Agent a report setting forth with respect to
      the Company and its Subsidiaries (i) the number of Homes Passed by cable,
      (ii) the number of Basic Subscribers, and (iii) the number of Pay Units,
      in each case as of the end of the preceding fiscal quarter or fiscal year,
      as the case may be; and

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

                                       39
<PAGE>

            All financial statements specified in clauses (a) and (b) above
shall be furnished with comparative consolidated figures for the corresponding
period in the preceding year. Together with each delivery of financial
statements required by clauses (a) and (b) above, the Company will deliver to
each Lender (i) such schedules, computations and other information as may be
required to demonstrate that the Company is in compliance with its covenants in
Sections 8.01, 9.01(i), 9.03, 9.05 and 9.06 or reflecting any noncompliance
therewith as at the applicable date, and (ii) an Officer's Certificate stating
that, to the knowledge of such officer, there exists no Default or Event of
Default or if, to the knowledge of such officer any such Default or Event of
Default exists, stating the nature thereof, the period of existence thereof, and
what action the Company has taken and proposes to take with respect thereto.
Each Lender is authorized to deliver a copy of any financial statement delivered
to it to any regulatory body having jurisdiction over it and to any other Person
as may be required by applicable law, rules and regulations.

            Financial statements required to be delivered pursuant to Section
8.02(a)(i) or (b)(i) or statements and reports required to be delivered pursuant
to Section 8.02(c) (to the extent any such documents are included in materials
otherwise filed with the SEC) shall be deemed to have been delivered on the date
on which notice is received by the Administrative Agent that such information
has been posted on the Company's website on the Internet at www.cox.com, at
sec.gov/edgar/searchdgar/webusers.htm or at another website identified in such
notice and accessible by the Lenders without charge (except in the case of
statements of beneficial ownership of securities on Form 3, 4, or 5 which shall
be deemed to have been delivered when so posted regardless of whether such
notice is received). The Administrative Agent shall have no obligation to
request the delivery or to maintain copies of the documents referred to above,
and each Lender shall be solely responsible for requesting delivery to it or
maintaining its copies of such documents.

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

            Section 8.04 Notice of Litigation and Other Matters. Promptly notify
the Administrative Agent in writing of (i) any action, suit or proceeding
pending or to the knowledge of the Company threatened, before any governmental
authority (including, without limitation, any bankruptcy or similar proceeding
by or against the Company or any Subsidiary) which, in the view of the Company,
could reasonably be expected to have a Material Adverse Effect, (ii) the failure
of any Unrestricted Subsidiary to pay when due (after giving effect to any grace
period permitted from time to time) any Debt of such Unrestricted Subsidiary,
the outstanding amount of which exceeds, singularly or in the aggregate,
$50,000,000, or the holder of such Debt declares, or may declare, such Debt due
prior to its stated maturity because of the occurrence of a default or other
event thereunder or with respect thereto, if such failure, declaration or right
to declare could reasonably be expected to have a Material Adverse Effect, (iii)
any revocation, suspension or expiration (other than expiration at maturity in
accordance with their terms) of FCC licenses or franchises which are material to
the operations of the Company and the Restricted Subsidiaries on a consolidated
basis (the "Material FCC Licenses"), (iv) the designation by the Company of a
Subsidiary as an Unrestricted Subsidiary pursuant to the terms hereof, which
notice shall (A) set forth the calculations evidencing compliance with Section
8.01 after giving effect to such designation, determined in accordance with the
most recent financial statements delivered to the Lenders pursuant to Section
6.02 or Section 8.02, as the case may be, and (B) be deemed to be a
representation and warranty of the Company that at the time of such designation
and after giving effect thereto, no Default or Event of Default shall have
occurred and be continuing. Promptly after the receipt by the

                                       40
<PAGE>

Administrative Agent of any notice provided for in this Section 8.04, the
Administrative Agent will provide the Lenders with a copy of such notice.

            Section 8.05 Books and Records. Maintain, and cause its Subsidiaries
to maintain, proper books of record and account in accordance with GAAP and in
accordance, in all material respects, with applicable corporate, securities and
financial reporting laws.

            Section 8.06 Inspection of Property and Records. Permit any Person
designated in writing by the Administrative Agent or any Lender acting through
the Administrative Agent (i) to visit and inspect any of the properties of the
Company and any Restricted Subsidiary and discuss its and their respective
affairs and finances with its and their respective principal officers and to
inspect any of the corporate books and financial records of the Company and any
Restricted Subsidiary and (ii) from and after the occurrence of an Event of
Default, to make copies of and abstracts from the books and records of account
of the Company and its Restricted Subsidiaries, in each case all upon reasonable
prior notice and at such times as the Administrative Agent or any Lender acting
through the Administrative Agent may reasonably request. Notwithstanding Section
13.01, but without prejudice to any other provision contained herein, unless any
such visit or inspection is conducted after the occurrence and during the
continuance of a Default or an Event of Default, the Company shall not be
required to pay any costs or expenses incurred by the Administrative Agent, any
Lender or any other Person in connection with any such visit or inspection.

            Section 8.07 Maintenance of Property; Insurance. Cause its Property
and the Property of its Subsidiaries to be maintained, preserved and protected
and kept in good repair, working order and condition so as not to materially and
adversely affect the business carried on in connection therewith and maintain,
and cause its Subsidiaries to maintain, insurance with responsible companies in
such amounts and against such risks as is reasonably deemed appropriate by the
Company.

            Section 8.08 ERISA. Comply in all material respects with the
applicable provisions of ERISA and furnish to the Administrative Agent (i) as
soon as possible, and in any event within 30 days after the Company or a duly
appointed administrator of a Plan knows that any "reportable event" (as such
term is defined in Section 4043 of ERISA), other than a reportable event for
which the notice requirement has been waived by the PBGC under Sections 4043.22,
4043.23, 4043.27 through 4043.32 (inclusive) and 4043.34 of the PBGC
regulations) with respect to any Plan has occurred, a statement of the chief
financial officer of the Company setting forth details as to such reportable
event and the action which the Company proposes to take with respect thereto,
together with a copy of any notice of such reportable event given to the PBGC
(provided that if such notice has not been submitted to the PBGC as of the date
of the required notice to the Administrative Agent under this Section 8.08, a
copy of such notice to the PBGC shall be provided to the Administrative Agent as
of the date provided to the PBGC) and (ii) promptly after receipt thereof, a
copy of any notice the Company, any Subsidiary or any member of the controlled
group of corporations may receive from the PBGC relating to the intention of the
PBGC to terminate any Plan.

            Section 8.09 Maintenance of Revolving Credit Usage Proportionality.
Maintain at all times after the termination of the Revolver Reserve and while
the Additional CCI Credit Agreement remains outstanding and amounts are
available to be drawn thereunder (i) the amount of the Commitments and the
amount of the financing commitments under the Additional CCI Credit Agreement so
that the amount of the Commitments is equal to 45.4545% of the combined
aggregate amount of the Commitments and the financing commitments under the
Additional CCI Credit Agreement and (ii) the outstanding amount of Conventional
Loans and the outstanding amount of revolving loans (other than any
discretionary loans) outstanding under the Additional CCI Credit Agreement so
that the outstanding amount of Conventional Loans is at least 37% and no more
than 54% of the combined aggregate

                                       41
<PAGE>

outstanding amount of the Conventional Loans and the revolving loans (other than
discretionary loans) under the Additional CCI Credit Agreement.

            Section 8.10 Maintenance of Business Lines. Maintain and cause its
Restricted Subsidiaries to maintain lines of business in broadband
communications and related lines of business that are similar in scope to the
existing business lines and operations of the Company and its Restricted
Subsidiaries.

            Section 8.11 Compliance with Material Franchise Agreements and FCC
Licenses. The Company will maintain, and will cause each Subsidiary to maintain,
in full force and effect at all times during the term of this Agreement, and
will materially comply with, and will cause each Subsidiary to materially comply
with, the terms and provisions of, the Material Franchise Agreements and the
Material FCC Licenses.

                                  ARTICLE IX.

                               NEGATIVE COVENANTS

            The Company covenants and agrees that, so long as the Company may
borrow hereunder and until payment in full of the Loans (including any
Discretionary Loan, unless otherwise agreed by the Lender making such Loan), and
until all Letters of Credit shall have expired or terminated and all LC
Disbursements shall have been reimbursed:

            Section 9.01 Liens. The Company will not and will not permit any
Restricted Subsidiary to create or permit to exist any Lien upon any of its
assets, whether now owned or hereafter acquired, or assign or otherwise convey
any right to receive income, except

            (a) Liens for Taxes, assessments, governmental charges and other
      similar obligations not yet due or which are being contested in good faith
      by appropriate proceedings;

            (b) other Liens incidental to the conduct of its business or the
      ownership of its assets which were not incurred in connection with the
      borrowing of money, and which do not in the aggregate materially detract
      from the value of its assets or materially impair the use thereof in the
      operation of its business;

            (c) Liens on assets of a Restricted Subsidiary to secure obligations
      of such Restricted Subsidiary to the Company or a Wholly Owned Restricted
      Subsidiary;

            (d) Liens existing on the Closing Date which are (i) described in
      Exhibit 9.01(d) attached hereto, (ii) securing Debt reflected in the
      consolidated financial statements of the Company referred to in Section
      6.02 or (iii) Liens on Property that were existing at the time of the
      acquisition thereof by the Company or any Restricted Subsidiary or placed
      thereon to secure a portion of the purchase price thereof;

            (e) Liens on Property acquired after the Closing Date, existing at
      the time of acquisition thereof by the Company or any Restricted
      Subsidiary or placed thereon within one year of such acquisition to secure
      a portion of the purchase price thereof; provided that no such Lien may
      encumber or cover any other Property of such Restricted Subsidiary, of the
      Company or of any other Restricted Subsidiary;

            (f) Liens on the stock of Unrestricted Subsidiaries;

                                       42
<PAGE>

            (g) to the extent not covered by clause (b) above, Liens of
      attachment, judgments or awards in respect of which adequate reserves have
      been established in accordance with GAAP and which do not constitute an
      Event of Default;

            (h) Liens securing interest rate and currency hedging arrangements
      in a notional amount which, when taken together with the notional amounts
      of all other outstanding hedging arrangements secured in accordance with
      this clause (h), does not at the time incurred exceed $100,000,000, so
      long as (i) the related Debt is permitted to be incurred in accordance
      with the terms hereof and (ii) such arrangements are entered into by the
      Company or any Subsidiary solely for risk management purposes;

            (i) other Liens on Property of the Company and its Restricted
      Subsidiaries having an aggregate value of not more than 15% of
      Consolidated Net Worth as of the end of each fiscal quarter; and

            (j) Liens on the stock of the Company purchased by the Company in
      the Tender Offer or otherwise acquired by it.

            Section 9.02 Merger; Consolidation; Disposition of Assets. The
Company will not merge or consolidate with any other corporation or sell or
dispose of all or substantially all of its assets unless the Company shall be
the continuing or surviving corporation and both before and after giving effect
to such merger or consolidation no Default or Event of Default shall exist. The
Company will not and will not permit any Restricted Subsidiary to sell, lease or
transfer or otherwise dispose of (whether in one transaction or a series of
transactions), its assets that are material to the business, operations or
financial condition of the Company and its Restricted Subsidiaries, taken as a
whole, other than inventory in the ordinary course of business and stock of
Unrestricted Subsidiaries, unless both before and after giving effect to such
disposition no Default or Event of Default shall exist.

            Section 9.03 Restricted Payments. The Company will not, and will not
permit any Restricted Subsidiary to, pay or declare any dividend (exclusive of
stock dividends and cash dividends paid by the Subsidiaries to the Company or to
Restricted Subsidiaries) or redeem or acquire, directly or indirectly, any of
the stock of the Company or such Subsidiary or any warrant or option to purchase
any of such stock (any of the foregoing, a "Restricted Payment") in excess of
$250,000,000 in aggregate Restricted Payments in any calendar year, if (a) the
Leverage Ratio would have exceeded 4.5 to 1.0 as of the end of the four fiscal
quarter period most recently ended on a pro forma basis as if such Restricted
Payment had occurred and all Consolidated Debt incurred in connection therewith
had been incurred on the last day of such four fiscal quarter period, or (b) the
Company is not in compliance with its obligations under clauses (a) and (b) (and
the related provisions of the second to last paragraph) of Section 8.02.
Notwithstanding the foregoing, there shall not be included in the foregoing
limitations or computations (A) exchanges of stock for other stock, (B)
retirements of stock out of the proceeds of the sale of other stock after the
Closing Date, (C) net acquisitions after giving effect to stock issuances to
employees by the Company of its stock from certain employees of the Company
pursuant to the Company's stock repurchase agreements in an aggregate amount not
to exceed $10,000,000 in any one calendar year, (D) purchases or other
acquisitions in arm's-length transactions of the capital stock of any Subsidiary
not Wholly Owned by the Company from stockholders of such Subsidiary that are
not members of the Cox Family, or (E) Acquisition Payments.

            Section 9.04 Limitation on Margin Stock. The Company will not and
will not permit any Subsidiary to own or acquire Margin Stock such that at any
time any extension of credit under this Agreement shall be in violation of
Regulation U of the Federal Reserve System.

                                       43
<PAGE>

            Section 9.05 Loans and Advances to and Investments in Unrestricted
Subsidiaries. The Company will not and will not permit any Restricted Subsidiary
to make any loan or advance to, or any capital contribution to or other
investment in (any of the foregoing, an "Investment") any Unrestricted
Subsidiary, if at the time of such Investment, and after giving effect thereto,
(a) the Leverage Ratio would have exceeded 4.5 to 1.0 as of the end of the four
fiscal quarter period most recently ended on a pro forma basis as if such
Investment had occurred on the first day of such four fiscal quarter period,
unless such Investment is on terms which are no less favorable to the Company or
Restricted Subsidiary, as the case may be, than would obtain in a comparable
arm's-length transaction with an unaffiliated Person, or (b) a Default or Event
of Default shall have occurred and be continuing; provided that so long as no
Event of Default shall have occurred and be continuing, the Company and its
Restricted Subsidiaries may (i) make Investments in an aggregate amount not to
exceed $250,000,000 per calendar year, and (ii) continue to make Investments
consisting of obligations of Unrestricted Subsidiaries to the Company and its
Restricted Subsidiaries arising in the ordinary course of business as a result
of short-term advances and/or pooling of cash in connection with cash management
programs conducted by Unrestricted Subsidiaries on behalf of the Company and its
Restricted Subsidiaries.

            Section 9.06 Subsidiary Debt. The Company will not permit any
Restricted Subsidiary to create, incur or suffer to exist any Debt except:

            (a) Debt outstanding on the Effective Date which is reflected in the
      consolidated financial statements of the Company referred to in Section
      6.02; and

            (b) additional Debt in an amount which, when taken together with all
      other outstanding Debt incurred in reliance on this clause (b) and,
      without duplication, all outstanding Debt of the Company and its
      Restricted Subsidiaries secured by Liens incurred in reliance on Section
      9.01(i), does not at the time it is incurred exceed 15% of Consolidated
      Net Worth.

            Section 9.07 Transactions with Affiliates. The Company will not, and
will not permit any Restricted Subsidiary to, directly or indirectly enter into
any transaction or series of transactions, whether or not in the ordinary course
of business, with any Affiliate of the Company other than (a) with the Company
or one or more Restricted Subsidiaries, (b) with one or more Unrestricted
Subsidiaries that are otherwise permitted by Section 9.05, (c) transactions on
terms and conditions substantially as favorable to the Company or such
Restricted Subsidiary, taken as a whole, as would be obtainable by the Company
or such Restricted Subsidiary at the time in comparable arm's length
transactions with Persons other than Affiliates of the Company, (d) transactions
involving the Company and its Restricted Subsidiaries exclusively, (e) any
executive or employee incentive or compensation plan, contract or other
arrangement (including any loans or extensions of credit in connection
therewith) if such plan, contract or arrangement is approved either by the
stockholders of the Company (in accordance with such voting requirements as may
be applicable) or by the Board of Directors (or similar governing body) of the
Company (or any committee thereof) by unanimous consent or at a meeting at which
a quorum of disinterested directors is present or by any person designated by
such Board of Directors (or similar governing body) or committee thereof by
unanimous consent or at such a meeting to approve such agreements on behalf of
the Company, (f) an Acquisition Intercompany Loan, (g) the Merger and (h) any
tax sharing agreement with the Company's Affiliates; provided that any such tax
sharing agreement shall apportion tax liabilities between or among the parties
based on factors customarily used in similar agreements to determine such
apportionment.

                                       44
<PAGE>

                                   ARTICLE X.

                                EVENTS OF DEFAULT

            If any of the following events shall occur and be continuing, then
the Administrative Agent may, with the consent of the Majority Lenders, and
shall, upon the direction of the Majority Lenders, upon notice to the Company
(i) terminate the Commitments and the obligation of the Issuing Lenders to issue
any Letter of Credit and declare all Loans then outstanding hereunder (together
with all interest accrued and unpaid thereon and all other amounts owing or
payable hereunder) to be immediately due and payable, and thereupon the
Commitments shall immediately be terminated and all Loans (together with such
interest and other amounts) shall become and be immediately due and payable
without presentment, demand, protest, notice of intent to accelerate or other
notice of any kind to the Company, all of which are hereby expressly waived;
provided that, in the case of an event described in Sections 10.09 through
10.12, inclusive, with respect to the Company, all Loans then outstanding
hereunder (together with such interest and other amounts) shall automatically
become immediately due and payable without any required action or notice by the
Administrative Agent or Lenders and without presentment, demand, protest, notice
of intent to accelerate, notice of acceleration or other notice of any kind to
the Company, all of which are hereby expressly waived:

            Section 10.01 Failure to Pay Principal or Interest. The Company does
not pay or prepay any principal of any Loan or any LC Disbursement within five
days after the date due or the Company does not pay or prepay any interest on
any Loan or any LC Disbursement (i) on or before five days after actual receipt
of oral or written notice from the Administrative Agent as to the amount of
interest due, but in no event shall the Company be required to pay or prepay any
such interest prior to the date due, or (ii) within 10 days after the due date
thereof if no notice is actually received by the Company from the Administrative
Agent with respect to the amount of interest due; or

            Section 10.02 Failure to Pay Other Sums. The Company does not pay
any sums (other than payments of principal and interest on the Loans or of LC
Disbursements or interest thereon, in each case covered by Section 10.01)
payable to the Administrative Agent or any Lender under the terms of this
Agreement (including, without limitation, amounts due and payable under Section
3.02(a)) within 10 days after the date due (or, in the case of the Commitment
Fees or LC Participation Fees payable to the Administrative Agent for the
account of each Lender pursuant to Section 4.03 or 4.04, 10 days after written
notice of nonpayment has been received by the Company from the Administrative
Agent or any Lender); or

            Section 10.03 Failure to Pay or Acceleration of Other Debt. (i) The
Company or any Restricted Subsidiary does not pay when due any other Debt of the
Company or any Restricted Subsidiary, the outstanding amount of which exceeds,
singularly or in the aggregate, $50,000,000, in respect of which any applicable
grace period has expired, provided that a default under other Debt of the
Company or any Restricted Subsidiary as described in this clause (i) shall not
constitute an Event of Default under this Agreement if such default is the
result of a failure to pay caused by an error or omission of an administrative
or operational nature and funds were available to enable the Company or such
Restricted Subsidiary to make the payment when due, unless either (x) the
Company or such Restricted Subsidiary is aware of such default and, if no grace
period of at least 3 days is provided for under the other Debt, 3 days have
passed since the Company or Restricted Subsidiary became aware of such default
without the curing of the default, or (y) such other Debt has become due prior
to the maturity thereof; and provided further that, during the continuance of
any applicable grace period or such 3 day period, any such failure to pay such
other Debt when due shall constitute a Default (but not an Event of Default)
hereunder; or (ii) the Company or any Restricted Subsidiary shall otherwise
default under any other Debt of the Company or any Restricted Subsidiary, the
outstanding amount of which exceeds,

                                       45
<PAGE>

singularly or in the aggregate, $50,000,000, in respect of which any applicable
notice has been given and such Debt has been declared due prior to any maturity
thereof; provided that during the continuance of any applicable grace period
with respect thereto, such event shall constitute a Default (but not an Event of
Default) hereunder; or

            Section 10.04 Misrepresentation or Breach of Warranty. (i) Any
representation or warranty made or deemed made by the Company herein or (ii) any
other written or formally presented information provided by the Company pursuant
to this Agreement after the Effective Date concerning the historical operations
of the Company, when made or deemed made, shall be incorrect in any material
respect; or

            Section 10.05 Violation of Certain Covenants. The Company violates
any covenant, agreement or condition contained in Article V or Section 8.01 or
Article IX; or

            Section 10.06 Violation of Other Covenants, etc. The Company
violates any other covenant, agreement or condition contained herein and such
violation shall not have been remedied within 30 days after written notice has
been received by the Company from the Administrative Agent or any Lender; or

            Section 10.07 Undischarged Judgment. Final judgment for the payment
of money in excess of $50,000,000 (excluding any amount as to which an insurer
having an A.M. Best rating of "A" or better and being in a financial size
category of XII or better (as such category is defined as of the Effective Date)
has acknowledged liability) shall be rendered against the Company or any
Restricted Subsidiary and the same shall remain undischarged for a period of 30
days during which period execution shall not be effectively stayed; or

            Section 10.08 Change of Control. The Cox Family shall cease at any
time to Control the Company; or

            Section 10.09 Assignment for Benefit of Creditors or Nonpayment of
Debts. The Company or any Restricted Subsidiary makes an assignment for the
benefit of creditors or is generally not paying its debts as such debts become
due; or

            Section 10.10 Voluntary Bankruptcy. The Company or any Restricted
Subsidiary petitions or applies to any tribunal for or consents to the
appointment of, or taking possession by, a trustee, receiver, custodian,
liquidator or similar official of the Company or any Restricted Subsidiary, or
of any substantial part of the assets of the Company or any Restricted
Subsidiary, or commences any case or proceedings relating to the Company or any
Restricted Subsidiary under any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution or other liquidation law of any
jurisdiction; or

            Section 10.11 Involuntary Bankruptcy. Any such petition or
application is filed, or any such case or proceedings are commenced, against the
Company or any Restricted Subsidiary, and (a) the Company or such Restricted
Subsidiary by any act indicates its approval thereof, consent thereto or
acquiescence therein, or (b) an order for relief is entered in an involuntary
case under the bankruptcy law of the United States of America, or (c) an order,
judgment or decree is entered appointing such trustee, receiver, custodian,
liquidator or similar official or adjudicating the Company or any Restricted
Subsidiary bankrupt or insolvent, or approving the petition in any such case or
proceedings, or (d) such petition, application, case or proceeding continues for
60 days without having been dismissed or discharged; or

                                       46
<PAGE>

            Section 10.12 Dissolution. Any order is entered in any proceeding
against the Company or any Restricted Subsidiary decreeing the dissolution or
split-up of the Company or such Restricted Subsidiary, and such order remains
unstayed and in effect for 60 days.

                                  ARTICLE XI.

                      MODIFICATIONS, AMENDMENTS OR WAIVERS

            Any of the provisions of this Agreement may from time to time be
modified or amended by, or waived with, the written consent of the Majority
Lenders; provided that no such waiver, modification or amendment may be made
which will:

            (a) increase the amount or extend the term of the Commitment of any
      Lender hereunder, other than as permitted by Section 4.01, without the
      prior written consent of all the Lenders; or

            (b) extend the time for payment of principal of or interest on any
      Revolving Credit Loan or of any LC Disbursement or interest thereon, or
      the time for payment of any revolving line of credit or facility fee, or
      waive an Event of Default with respect to payment of any LC Disbursement,
      principal, interest or fee, or reduce the principal amount of or the rate
      of interest on any Revolving Credit Loan or any LC Disbursement, or
      otherwise affect the terms of payment of the principal of or interest
      (other than to increase the interest rate or the Commitment Fees or LC
      Participation Fees, which may be effected with the written consent of the
      Majority Lenders) on any Revolving Credit Loan or any LC Disbursement, or
      reduce the amount of the Commitment Fees or LC Participation Fees, or
      otherwise affect the terms of payment of any such fee, without the prior
      written consent of the affected Lender; or

            (c) change the definition of Majority Lenders without the prior
      written consent of all the Lenders; or

            (d) waive, modify or amend the provisions of Article V or this
      Article XI or any other provision of this Agreement that requires the
      consent of all of the Lenders without the prior written consent of all the
      Lenders; or

            (e) waive, modify or amend the provisions of Article XII without the
      prior written consent of the Administrative Agent and the Majority
      Lenders; or

            (f) amend, modify or otherwise affect the rights or duties of the
      Issuing Lender hereunder without the prior written consent of the Issuing
      Lender.

            No failure or delay on the part of the Administrative Agent or any
Lender in exercising any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power,
right or remedy or any abandonment or discontinuance of steps to enforce such a
power, right or remedy preclude any other or further exercise thereof or the
exercise of any other power, right or remedy hereunder. The remedies provided
for in this Agreement are cumulative and not exclusive of any remedies provided
by law or in equity. No modification or waiver of any provision of this
Agreement nor consent to any departure by the Company therefrom shall in any
event be effective unless the same shall be in writing, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for
which given. No notice to or demand on the Company in any case shall entitle the
Company to any other or further notice or demand in similar or other
circumstances.

                                       47
<PAGE>

                                  ARTICLE XII.

                            THE ADMINISTRATIVE AGENT

            Section 12.01 Appointment of Administrative Agent. Each of the
Lenders irrevocably appoints and authorizes the Administrative Agent to act on
its behalf under this Agreement, and to exercise such powers hereunder as are
specifically delegated to or required of the Administrative Agent by the terms
hereof, together with such powers as may be reasonably incidental thereto. As to
any matters not expressly provided for by this Agreement, the Administrative
Agent shall not be required to exercise any discretion or take any action, but
shall be required to act or to refrain from acting (and shall be fully protected
in so acting or refraining from acting) upon the instructions of the Majority
Lenders, and such instructions shall be binding upon all Lenders; provided that
the Administrative Agent shall not be required to take any action which exposes
the Administrative Agent to personal liability or which is contrary to this
Agreement or applicable law.

            Section 12.02 Indemnification of Administrative Agent. The
Administrative Agent shall not be required to take any action hereunder or to
prosecute or defend any suit in respect of this Agreement, unless indemnified to
its satisfaction by the Lenders against loss, cost, liability and expense. If
any indemnity furnished to the Administrative Agent shall become impaired, it
may call for additional indemnity and cease to do the acts indemnified against
until such additional indemnity is given. In addition, the Lenders agree to
indemnify the Administrative Agent (to the extent not reimbursed by the
Company), ratably according to the respective principal amounts of the Loans and
the LC Exposure then held by each of them (or if no LC Exposure and Loans are at
the time outstanding, ratably according to the respective amount of their
Commitments), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever which may be imposed on, incurred by, or
asserted against the Administrative Agent in any way relating to or arising out
of this Agreement, or any action taken or omitted by the Administrative Agent
under this Agreement; provided that no Lender shall be liable for any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from the Administrative
Agent's gross negligence or willful misconduct.

            Section 12.03 Limitation of Liability. Neither the Administrative
Agent nor any of its directors, officers, employees, attorneys or agents shall
be liable for any action taken or omitted by it or them hereunder, or in
connection herewith, (i) with the consent or at the request of the Majority
Lenders, or (ii) in the absence of its or their own gross negligence or willful
misconduct. Without limitation of the generality of the foregoing, the
Administrative Agent: (t) except as expressly set forth herein, shall not have
any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to the Company or any of its Subsidiaries that is
communicated to or obtained by the bank serving as Administrative Agent or any
of its Affiliates in any capacity, (u) may treat the payee with respect to any
Loan as the proper payee thereof until the Administrative Agent receives written
notice of the assignment or transfer thereof signed by such payee and in form
satisfactory to the Administrative Agent; (v) may consult with legal counsel
(including Counsel for the Company), independent public accountants and other
experts selected by it and shall not be liable for any action taken or omitted
to be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts; (w) makes no warranty or representation to any Lender
and shall not be responsible to any Lender for any statements, warranties or
representations made in or in connection with this Agreement; (x) shall not have
any duty to ascertain or to inquire as to the performance or observance of any
of the terms, covenants or conditions of this Agreement, or to inspect the
Property (including the books and records) of the Company; (y) shall not be
responsible to any Lender for the due execution, legality, validity,
enforceability and genuineness of this Agreement, or any other instrument or
document furnished pursuant hereto; and (z) shall incur no liability under or in
respect of this Agreement by acting upon any notice or consent (whether oral or
written and

                                       48
<PAGE>

whether by telephone, telegram, cable or telex), certificate or other instrument
or writing (which may be by telegram, cable or telex) believed by it to be
genuine and communicated, signed or sent by the proper Person or Persons.

            Section 12.04 Independent Credit Decision. Each Lender agrees that
it has relied solely upon its independent review of the financial statements of
the Company and all other representations and warranties made by the Company
herein or otherwise in making the credit decisions preliminary to entering into
this Agreement and agrees that it will continue to rely solely upon its
independent review of the facts and circumstances of the Company in making
future decisions with respect to this Agreement and the Loans and the LC
Exposure. Each Lender agrees that it has not relied and will not rely upon the
Administrative Agent or any other Lender respecting the ability of the Company
to perform its obligations pursuant to this Agreement.

            Section 12.05 Rights of JPMCB. With respect to its Commitment, its
participation in Letters of Credit, the Letters of Credit issued by it and the
Loans made by it, JPMCB shall have the same rights and powers under this
Agreement as any other Lender and may exercise the same as though it were not
the Administrative Agent; and the term "Lender" or "Lenders" shall, unless
otherwise expressly indicated, include JPMCB in its individual capacity. JPMCB
and its Affiliates may accept deposits from, lend money to, act as trustee under
indentures of, and generally engage in any kind of business with, the Company,
any of the Subsidiaries and any Person or entity who may do business with or own
securities of any of them or of their subsidiaries, all as if JPMCB were not the
Administrative Agent and without any duty to account therefor to the Lenders.

            Section 12.06 Successor to the Administrative Agent. The
Administrative Agent may resign at any time as Administrative Agent under this
Agreement, by giving 30 days' prior written notice thereof to the Lenders and
the Company and may be removed as Administrative Agent under this Agreement, at
any time with or without cause by the Company and the Majority Lenders. Upon any
such resignation or removal, the Company (with the consent of the Majority
Lenders, which shall not be unreasonably withheld) shall have the right to
appoint a successor Administrative Agent thereunder. If no successor
Administrative Agent shall have been so appointed by the Company (with the
consent of the Majority Lenders), and shall have accepted such appointment,
within 30 days after the retiring Administrative Agent's giving of notice of
resignation or the Majority Lenders' removal of the retiring Administrative
Agent, then the retiring Administrative Agent may, on behalf of the Lenders,
appoint a successor Administrative Agent, which shall be a commercial bank
organized under the laws of the United States of America or of any State thereof
and having a combined capital and surplus of at least $500,000,000. Upon the
acceptance of any appointment as Administrative Agent under this Agreement by a
successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations under this Agreement.
After any retiring Administrative Agent's resignation or removal as
Administrative Agent under this Agreement, the provisions of this Article XII
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent under this Agreement.

            Section 12.07 Other Agents and Sub-Agents. None of the Arrangers,
Syndication Agents or Agents Under the Related Facilities shall have any right,
power, obligation, liability, responsibility or duty under this Agreement other
than those applicable to all Lenders as such and the rights herein specifically
granted to the Arrangers. Without limiting the foregoing, none of the Arrangers,
Syndication Agents or Agents Under the Related Facilities shall have or be
deemed to have any fiduciary relationship with any Lenders. Each Lender
acknowledges that it has not relied, and will not rely, on the Administrative
Agent or any of the Arrangers, Syndication Agents or Agents Under the Related
Facilities or any representative, co-agent or sub-agent acting with or for any
of them in deciding to enter into this

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<PAGE>

Agreement or in taking or not taking action hereunder. The Administrative Agent
may perform any and all its duties and exercise its rights and powers by or
through any one or more sub-agents appointed by the Administrative Agent. The
Administrative Agent and any such sub-agent may perform any and all its duties
and exercise its rights and powers through their respective Related Parties. The
exculpatory provisions of the preceding Sections of this Article XII shall apply
to any such sub-agent and to the Related Parties of the Administrative Agent and
any such sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as
activities as Administrative Agent.

                                 ARTICLE XIII.

                                  MISCELLANEOUS

            Section 13.01 Payment of Expenses. Any provision hereof to the
contrary notwithstanding (other than the last sentence of Section 8.06), and
whether or not the transactions contemplated by this Agreement shall be
consummated, the Company agrees to pay on demand (i) all reasonable costs and
expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this Agreement and all amendments hereto (including,
without limitation, waivers hereunder and workouts with respect to Loans
hereunder), and the other instruments and documents to be delivered hereunder or
with respect to any amendment hereto, including, without limitation, the
reasonable fees and out-of-pocket expenses of any counsel for the Administrative
Agent with respect thereto, (ii) all reasonable increases in costs and expenses
of the Administrative Agent and the Lenders or any Lender (including reasonable
counsel fees and expenses, including reasonable allocated costs of in-house
legal counsel to the Administrative Agent or any Lender), if any, in connection
with the administration of this Agreement after the occurrence of a Default (in
the case of the Administrative Agent only) or Event of Default (in the case of
the Administrative Agent and the Lenders or any Lender) and so long as the same
is continuing, and (iii) all reasonable costs and expenses of the Administrative
Agent and the Lenders or any Lender (including reasonable counsel fees and
expenses, including reasonable allocated costs of in-house legal counsel to the
Administrative Agent or any Lender), if any, in connection with the enforcement
of this Agreement and the other instruments and documents to be delivered
hereunder. The obligations of the Company under this Section 13.01 shall survive
the termination of this Agreement and the payment of the Loans. It is understood
that except as set forth in Section 2.08 the Company shall not be responsible
for any costs, fees or expenses related to any assignment or participation by
any Lender of any of its rights hereunder (including its Commitment, the Loans
made by it or its participation in any Letters or Credit).

            Section 13.02 Notices. The Administrative Agent or any Lender giving
consent or notice to the Company provided for hereunder shall notify each Lender
and the Administrative Agent thereof; provided that consents and notices by a
Lender with respect to Discretionary Loans need only be given to the
Administrative Agent. In the event that any Lender shall transfer any Loan in
accordance with Section 13.07(c), it shall immediately so advise the
Administrative Agent which shall be entitled to assume conclusively that no
transfer of any Loan has been made by any Lender unless and until the
Administrative Agent receives written notice to the contrary. Except as
otherwise specifically permitted by this Agreement with respect to oral Notices
of Borrowing, notices and other communications provided for herein shall be in
writing (including facsimile or electronic communication) and shall be
delivered, mailed, or transmitted addressed to the addressees set forth on
Exhibit 13.02, attached hereto (or, as to the Company or the Administrative
Agent, at such other address as shall be designated by such party to the other
parties in a written notice to the other parties and, as to each other party, at
such other address as shall be designated by such party in a written notice to
the Company and the Administrative Agent). All notices and other communications
given to any party hereto in accordance with the provisions of this

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<PAGE>

Agreement shall be deemed to have been given upon receipt. The Administrative
Agent and the Lenders may at any time waive any requirement for notice
hereunder.

            Section 13.03 Setoff. If one or more Events of Default as defined
herein shall occur and be continuing, any Lender which is owed any obligation
hereunder ("Depositary") shall have the right, in addition to all other rights
and remedies available to it, and is hereby authorized, to the extent permitted
by applicable law, at any time and from time to time, without notice to the
Company (any such notice being hereby expressly waived by the Company), to set
off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness (whether or not
then due and payable) at any time owing by the Depositary to or for the credit
or the account of the Company, against any and all of the obligations of the
Company now or hereafter existing under this Agreement, irrespective of whether
or not the Depositary shall have made any demand for satisfaction of such
obligations and although such obligations may be unmatured. Each Depositary
agrees to notify the Company and the Administrative Agent promptly after any
such setoff and application; provided that the failure to give such notice shall
not affect the validity of such setoff and application. The rights of each
Depositary under this Section 13.03 are in addition to other rights and remedies
(including, without limitation, other rights of setoff) which such Depositary
may have hereunder or under any applicable law. Each Depositary agrees that (i)
if it shall exercise any such right of banker's lien, setoff, counterclaim or
similar right pursuant hereto, it will apply the proceeds thereof first to the
payment of Loans (other than Discretionary Loans) and LC Disbursements
outstanding hereunder and thereafter to the payment of Discretionary Loans which
may be owing to it and (ii) if it shall through the exercise of a right of
banker's lien, setoff, counterclaim or otherwise obtain payment of a proportion
of the Loans (other than Discretionary Loans) and participations in LC
Disbursements held by it in excess of the proportion of the Loans (other than
Discretionary Loans) and participations in LC Disbursements of each of the other
Depositaries being paid simultaneously, it shall be deemed to have
simultaneously purchased from each other Depositary a participation in the Loans
(other than Discretionary Loans) and participations in LC Disbursements owed to
such other Depositaries so that the amount of unpaid Loans (other than
Discretionary Loans) and participations therein and participations in LC
Disbursements held by all Depositaries shall be proportionate to the original
principal amount of the Loans (other than Discretionary Loans) and
participations in LC Disbursements held by them; and in each case it shall
promptly remit to each such Depositary the amount of the participation thus
deemed to have been purchased. The Company expressly consents to the foregoing
arrangements, and in furtherance thereof, agrees that at such time as an Event
of Default hereunder has occurred, the Administrative Agent shall provide to
each Lender a schedule setting forth the Commitment of each Lender hereunder to
permit each Lender to correctly determine the portion which its Commitment
hereunder bears to the aggregate of all Commitments hereunder. If all or any
portion of any such excess payment is thereafter recovered from the Depositary
which received the same, the purchase provided for herein shall be deemed to
have been rescinded to the extent of such recovery, without interest.

            Section 13.04 Indemnity and Judgments. THE COMPANY AGREES TO
INDEMNIFY EACH OF THE ADMINISTRATIVE AGENT, ARRANGERS, SYNDICATION AGENTS,
AGENTS UNDER THE RELATED FACILITIES, LENDERS AND ISSUING LENDERS AND EACH OF
THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, CONTROLLING
PERSONS AND AFFILIATES FROM AND HOLD EACH HARMLESS AGAINST ANY AND ALL LOSSES,
COSTS, LIABILITIES, CLAIMS, DAMAGES AND EXPENSES INCURRED BY ANY OF THE
FOREGOING PERSONS (COLLECTIVELY, THE "INDEMNIFIED LIABILITIES"), INCLUDING,
WITHOUT LIMITATION, ATTORNEYS' FEES, SETTLEMENT COSTS, COURT COSTS AND OTHER
LEGAL EXPENSES, ARISING OUT OF OR BY REASON OF ANY PARTICIPATION IN, OR ANY
ACTION OR OMISSION IN CONNECTION WITH, THIS AGREEMENT OR ANY LOAN (INCLUDING ANY
DISCRETIONARY LOAN) HEREUNDER OR ANY LETTER OF CREDIT ISSUED HEREUNDER
(INCLUDING ANY REFUSAL BY AN ISSUING LENDER TO HONOR A DEMAND FOR PAYMENT UNDER
A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO
NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT) OR ANY
INVESTIGATION, LITIGATION OR OTHER PROCEEDINGS BROUGHT OR THREATENED RELATING
THERETO, OR TO ANY USE

                                       51
<PAGE>

OR PROPOSED USE TO BE MADE BY THE COMPANY OR ANY SUBSIDIARY OF THE LOANS OR
LETTERS OF CREDIT, BUT, IN THE CASE ONLY OF LENDERS OR ISSUING LENDERS OTHER
THAN THE ADMINISTRATIVE AGENT, ARRANGERS, SYNDICATION AGENTS AND AGENTS UNDER
THE RELATED FACILITIES, ONLY TO THE EXTENT THAT THE INDEMNIFIED LIABILITIES
ARISE OUT OF OR BY REASON OF CLAIMS MADE BY PERSONS OTHER THAN THE
ADMINISTRATIVE AGENT, ARRANGERS, SYNDICATION AGENTS, AGENTS UNDER THE RELATED
FACILITIES OR LENDERS; PROVIDED THAT NO SUCH PERSON SHALL BE ENTITLED TO BE
INDEMNIFIED AND HELD HARMLESS AGAINST ANY SUCH INDEMNIFIED LIABILITIES ARISING
OUT OF OR BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH
PERSON. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL NOT
ASSERT, AND HEREBY WAIVES, ANY CLAIM AGAINST ANY OF THE LENDERS, ADMINISTRATIVE
AGENT, ARRANGERS, SYNDICATION AGENTS OR AGENTS UNDER THE RELATED FACILITIES OR
ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS,
CONTROLLING PERSONS AND AFFILIATES, ON ANY THEORY OF LIABILITY, FOR SPECIAL,
INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL
DAMAGES) (WHETHER OR NOT THE CLAIM THEREFOR IS BASED ON CONTRACT, TORT OR DUTY
IMPOSED BY ANY APPLICABLE LEGAL REQUIREMENT) ARISING OUT OF, IN CONNECTION WITH,
ARISING OUT OF, AS A RESULT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT OR ANY
AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY OR REFERRED TO HEREIN OR
THEREIN, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, ANY LOAN OR THE USE OF
THE PROCEEDS THEREOF OR ANY ACT OR OMISSION OR EVENT OCCURRING IN CONNECTION
THEREWITH, AND COMPANY HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY
SUCH CLAIM OR ANY SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN
OR SUSPECTED TO EXIST IN ITS FAVOR. THE OBLIGATIONS OF THE COMPANY UNDER THIS
SECTION 13.04 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE PAYMENT OF
THE LOANS.

            Section 13.05 Interest. Anything in this Agreement to the contrary
notwithstanding, the Company shall never be required to pay unearned interest on
any Loan and shall never be required to pay interest on any Loan at a rate in
excess of the Highest Lawful Rate, and if the effective rate of interest which
would otherwise be payable under this Agreement would exceed the Highest Lawful
Rate, or if any Lender shall receive any unearned interest or shall receive
monies that are deemed to constitute interest which would increase the effective
rate of interest payable under this Agreement to a rate in excess of the Highest
Lawful Rate, then (i) in lieu of the amount of interest which would otherwise be
payable under this Agreement, the Company shall pay the Highest Lawful Rate, and
(ii) any unearned interest paid by the Company or any interest paid by the
Company in excess of the Highest Lawful Rate shall be credited on the principal
of such Loan, and, thereafter, refunded to the Company. It is further agreed
that, without limitation of the foregoing, all calculations of the rate of
interest contracted for, charged or received by any Lender under this Agreement,
that are made for the purpose of determining whether such rate exceeds the
Highest Lawful Rate applicable to such Lender (such Highest Lawful Rate being
such Lender's "Maximum Permissible Rate"), shall be made, to the extent
permitted by usury laws applicable to such Lender (now or hereafter enacted), by
amortizing, prorating and spreading in equal parts during the period of the full
stated term of the Loans all interest at any time contracted for, charged or
received by such Lender in connection therewith. If at any time and from time to
time (y) the amount of interest payable to any Lender on any date shall be
computed at such Lender's Maximum Permissible Rate pursuant to this Section
13.05 and (z) in respect of any subsequent interest computation period the
amount of interest otherwise payable to such Lender would be less than the
amount of interest payable to such Lender computed at such Lender's Maximum
Permissible Rate, then the amount of interest payable to such Lender in respect
of such subsequent interest computation period shall continue to be computed at
such Lender's Maximum Permissible Rate until the total amount of interest
payable to such Lender shall equal the total amount of interest which would have
been payable to such Lender if the total amount of interest had been computed
without giving effect to this Section.

            Section 13.06 Governing Law; Submission to Jurisdiction; Venue.

                                       52
<PAGE>

            (a) THIS AGREEMENT AND OTHER DOCUMENTS EXECUTED IN CONNECTION
HEREWITH SHALL BE DEEMED TO BE CONTRACTS AND AGREEMENTS EXECUTED BY THE COMPANY,
THE ADMINISTRATIVE AGENT AND THE LENDERS UNDER THE LAWS OF THE STATE OF NEW YORK
AND OF THE UNITED STATES AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE
WITH, AND GOVERNED BY, THE LAWS OF SAID STATE AND OF THE UNITED STATES. Without
limitation of the foregoing, nothing in this Agreement shall be deemed to
constitute a waiver of any rights which any Lender may have under applicable
Federal law relating to the amount of interest which such Lender may contract
for, take, receive or charge in respect of any Loans, including any right to
take, receive, reserve and charge interest at the rate allowed by the laws of
the state where such Lender is located. Any legal action or proceeding with
respect to this Agreement may be brought in the courts of the State of New York
sitting in New York City or of the United States for the Southern District of
New York, and by execution and delivery of this Agreement, the Company hereby
irrevocably accepts for itself and in respect of its Property, generally and
unconditionally, the non-exclusive jurisdiction of the aforesaid courts. The
Company further irrevocably consents to the service of process out of any of the
aforementioned courts in any such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to the Company at its
address for notices pursuant to Section 13.02, such service to become effective
15 days after such mailing. Nothing herein shall affect the right of the
Administrative Agent or any Lender to serve process in any other manner
permitted by law or to commence legal proceedings or otherwise proceed against
the Company in any other jurisdiction.

            (b) The Company irrevocably waives any objection which it may now or
hereafter have to the laying of venue of any of the aforesaid actions or
proceedings arising out of or in connection with this Agreement brought in the
courts referred to in clause (a) above and hereby further irrevocably waives and
agrees not to plead or claim in any such court that any such action or
proceeding brought in any such court has been brought in an inconvenient forum.

            Section 13.07 Survival of Representations and Warranties; Binding
Effect; Assignment.

            (a) All representations, warranties and covenants contained herein
or made in writing by the Company in connection herewith shall survive the
execution and delivery of this Agreement and will bind and inure to the benefit
of the respective successors and assigns of the parties hereto, whether so
expressed or not. This Agreement shall become effective when it shall have been
executed by the Company, the Administrative Agent and each of the Lenders, and
thereafter shall be binding upon and inure to the benefit of the Company, the
Administrative Agent and the Lenders, and their respective successors and
assigns, except that the Company shall not have the right to assign its rights
or obligations hereunder or any interest herein without the prior written
consent of each Lender.

            (b) Each Lender may grant participations to one or more Financial
Institutions in or to all or any part of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its Commitment)
pursuant to such participation agreements and certificates as are customary in
the banking industry; provided that (i) such Lender's obligations under this
Agreement (including, without limitation its Commitment to the Company
hereunder) shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) the Company, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement, including without
limitation, such Lender's rights under Article XI hereof. In connection with any
such participation, each Lender may deliver such financial information
concerning the Company and its Subsidiaries to permit such participant to make
an informed and independent credit decision concerning such participation;
provided that each such Lender shall obtain from each such participant an
agreement

                                       53
<PAGE>

to the effect that all such information delivered to it in connection with such
participation shall be treated in accordance with the provisions of Section
13.14. Upon request of the Company, each Lender shall give prompt notice to the
Company of each such participation to Financial Institutions that are not
Affiliates of such Lender, identifying each such participant and the interest
acquired by each such participant. This Agreement shall not be construed so as
to confer any right or benefit upon any Person, including, without limitation,
any Financial Institution acquiring a participation in any Loan, other than the
parties to this Agreement, except that any Financial Institution acquiring a
participation shall be entitled to the benefits conferred upon the Lenders by
Sections 2.02(e)-(f) and 2.03, as limited or modified by Sections 2.02(g) and
2.04 (provided that the cost to the Company is not in excess of what such cost
would have been had such participation not been granted).

            (c) Subject (except in the case of assignments to Lenders or Lender
Affiliates) to the prior written consent of the Company, the Administrative
Agent and each Issuing Lender (which consents shall not be unreasonably withheld
or delayed), each Lender may assign to a bank or other Person all or a portion
of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitment, Loans or Letters of Credit);
provided that (i) each such assignment shall be in an amount equal to or greater
than $5,000,000 (except in the case of assignments to Lenders or Lender
Affiliates, assignment of the assigning Lender's entire remaining commitment or
unless otherwise agreed by the Company) and (ii) the parties to each such
assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance in
substantially the form of Exhibit 13.07(c) attached hereto (the "Assignment and
Acceptance"), together with a processing and recordation fee of $3,500; provided
that such recordation fee shall not be payable if such transfer is made pursuant
to Sections 2.02(d) or (f)(vi), and provided, further, that any consent of the
Company required under this paragraph shall not be required if an Event of
Default has occurred and is continuing. Upon such execution, delivery,
acceptance and recording, from and after the effective date specified in each
Assignment and Acceptance, which effective date shall be the date on which such
Assignment and Acceptance is accepted by the Administrative Agent, (x) the
assignee thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement and
(y) the Lender assignor thereunder shall, to the extent that rights and
obligations hereunder have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obligations under
this Agreement (and, in the case of an Assignment and Acceptance covering all or
the remaining portion of an assigning Lender's rights and obligations under this
Agreement, such Lender shall cease to be a party hereto).

            (d) Notwithstanding anything to the contrary contained herein, any
Lender (a "Granting Lender") may grant to a special purpose funding vehicle (an
"SPC"), identified as such in writing from time to time by the Granting Lender
to the Administrative Agent and the Company, the option to provide to the
Company all or any part of any Loan that such Granting Lender would otherwise be
obligated to make to the Company pursuant to this Agreement; provided that (i)
nothing herein shall constitute a commitment by any SPC to make any Loan, (ii)
if an SPC elects not to exercise such option or otherwise fails to provide all
or any part of such Loan, the Granting Lender shall be obligated to make such
Loan pursuant to the terms hereof, and such Granting Lender shall be liable
hereunder generally for all acts and omissions of such SPC as if such acts and
omissions were committed by such Granting Lender; (iii) the SPC shall have no
rights or benefits under this Agreement or any Note or any other related
documents (its rights against such Granting Lender being as set forth in any
agreements between such SPC and such Granting Lender), and shall not constitute
a "Lender" hereunder; (iv) all amounts payable by the Company to the Granting
Lender shall be determined as if such Granting Lender had not granted such
option, and as if such Granting Lender were funding each of its Loans and its
share of the Commitments in the same way that it is funding the portion of such
Loans and its share of the Loan Commitments in which no such option has been
granted; and (v) in no event shall a Granting Lender

                                       54
<PAGE>

agree with a SPC to take or refrain from taking any action hereunder or under
any Note or any other related document, except that such Granting Lender may
agree with the SPC that it will not, without the consent of the SPC, agree to
any modification, supplement or waiver of this Section 13.07(d). The making of a
Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to
the same extent, and as if, such Loan were made by such Granting Lender. Each
party hereto hereby agrees that (i) no SPC shall be liable for any indemnity or
similar payment obligation under this Agreement (all liability for which shall
remain with the Granting Lender), (ii) no SPC shall be entitled to the benefits
of Sections 2.02(d), (e) or (f) (or any other increased costs protection
provision) other than as contemplated by clause (iv) of the second preceding
sentence and (iii) the Granting Lender shall for all purposes, including,
without limitation, the approval of any amendment or waiver of any provision of
this Agreement or any related document, remain the Lender of record hereunder.
In furtherance of the foregoing, each party hereto hereby agrees (which
agreement shall survive the termination of this Agreement) that, prior to the
date that is one year and one day after the payment in full of all outstanding
commercial paper or other senior indebtedness of any SPC, it will not institute
against, or join any other person in instituting against, such SPC any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under the laws of the United States of any State thereof. In addition,
notwithstanding anything to the contrary contained in this Section 13.07(d) any
SPC may (i) with notice to, but without the prior written consent of, the
Company and the Administrative Agent and without paying any processing fee
therefor, assign all or a portion of its interests in any Loan to the Granting
Lender or to any financial institutions (consented to by the Company and
Administrative Agent) providing liquidity and/or credit support to or for the
account of such SPC to support the funding or maintenance of Loans and (ii)
disclose on a confidential basis any non-public information relating to its
Loans to any rating agency, commercial paper dealer or provider of any surety,
guarantee or credit or liquidity enhancement to such SPC, provided that prior to
any such disclosure, such rating agency, commercial paper dealer or provider of
any surety, guarantee or credit or liquidity enhancement shall undertake in
writing to preserve the confidentiality of such information. This Section may
not be amended without the written consent of the SPC.

            (e) By executing and delivering an Assignment and Acceptance, the
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows: (i) other than as provided
in such Assignment and Acceptance, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of any other instrument or document furnished pursuant thereto; (ii) such
assigning Lender makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Company or the
performance or observance by the Company of any of its respective obligations
under this Agreement; (iii) such assignee confirms that it has received a copy
of this Agreement, together with copies of the financial statements referred to
in Sections 6.02 and 8.02 and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
such Assignment and Acceptance; (iv) such assignee will, independently and
without reliance upon the Administrative Agent, such assigning Lender 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 decisions in taking or
not taking action under this Agreement; (v) such assignee appoints and
authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers under this Agreement as are delegated to the
Administrative Agent by the terms hereof, together with such powers as are
reasonably incidental thereto; and (vi) such assignee agrees that it will
perform in accordance with its terms all of the obligations which by the terms
of this Agreement are required to be performed by it as a Lender.

            (f) The Administrative Agent shall maintain at its address referred
to in Section 13.02 a copy of each Assignment and Acceptance delivered to and
accepted by it and a register for the recordation of the names and addresses of
the Lenders and the Commitment of, and principal

                                       55
<PAGE>

amount of the Loans, including Discretionary Loans, if any, owing to, each
Lender, and participations in LC Disbursements held by each Lender, in each case
from time to time (the "Register"). The entries in the Register shall be
conclusive and binding for all purposes, absent manifest error, and the Company,
the Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register as a Lender hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Company or any
Lender at any reasonable time and from time to time upon reasonable prior
notice.

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

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

            Section 13.08 Counterparts. This Agreement may be executed in
several counterparts, and by the parties hereto on separate counterparts. When
counterparts executed by all the parties shall have been delivered to the
Administrative Agent, this Agreement shall become effective, and at such time
the Administrative Agent shall notify the Company and each Lender. Each
counterpart, when so executed and delivered, shall constitute an original
instrument, and all such separate counterparts shall constitute but one and the
same instrument. Delivery of an executed counterpart of a signature page of this
Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.

            Section 13.09 Severability. Should any clause, sentence, paragraph
or section of this Agreement be judicially declared to be invalid, unenforceable
or void, such decision will not have the effect of invalidating or voiding the
remainder of this Agreement, and the parties hereto agree that the part or parts
of this Agreement so held to be invalid, unenforceable or void will be deemed to
have been stricken herefrom and the remainder will have the same force and
effectiveness as if such part or parts had never been included herein.

            Section 13.10 Descriptive Headings. The section headings in this
Agreement have been inserted for convenience only and shall be given no
substantive meaning or significance whatever in construing the terms and
provisions of this Agreement.

            Section 13.11 Representation of the Lenders; Notification by the
Lenders.

            (a) Each Lender hereby represents and warrants that it is not
relying upon any Margin Stock as collateral in extending or maintaining the
credit to the Company represented by this Agreement.

            (b) Each Lender hereby notifies the Company that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the "Act"), it is

                                       56
<PAGE>

required to obtain, verify and record information that identifies the Company,
which information includes the name and address of the Company and other
information that will allow such Lender to identify the Company in accordance
with the Act.

            Section 13.12 Final Agreement of the Parties. This Agreement
(including the Exhibits hereto) represents the final agreement of the parties
and may not be contradicted by evidence of prior, contemporaneous or subsequent
oral agreements of the parties. There are no oral agreements between the
parties. All prior written agreements entered into by the Company with the
Administrative Agent, Arrangers and Agents Under the Related Facilities shall
survive the execution and delivery of this Agreement and remain enforceable in
accordance with their terms, except to the extent any such agreement has
terminated or hereafter terminates in accordance with its terms or with the
consent of the parties thereto and except as otherwise provided in Section 13.16
hereof.

            Section 13.13 Waiver of Jury Trial. THE COMPANY, THE ADMINISTRATIVE
AGENT AND EACH LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THEY MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LEGAL ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT AND FOR ANY
COUNTERCLAIM THEREIN.

            Section 13.14 Confidentiality. Each of the Administrative Agent, the
Issuing Lenders and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (i) to
its and its Affiliates' directors, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information
confidential), (ii) to the extent requested by any regulatory authority, (iii)
to the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (iv) to any other party to this Agreement, (v) in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or the enforcement of rights hereunder,
(vi) subject to an agreement containing provisions substantially the same as
those of this Section 13.14, to (A) any assignee of or participant in, or any
prospective assignee of or participant in, any of its rights or obligations
under this Agreement or (B) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to the Company and its
obligations, (vii) with the consent of the Company or (viii) to the extent such
Information (A) becomes publicly available other than as a result of a breach of
this Section or (B) becomes available to the Administrative Agent, any Issuing
Lender or any Lender on a nonconfidential basis from a source other than the
Company or any of its agents. For the purposes of this Section 13.14,
"Information" means all information received from or on behalf of the Company or
any of its Subsidiaries relating to the Company, any of its Subsidiaries, or any
of their respective businesses. Any Person required to maintain the
confidentiality of Information as provided in this Section 13.14 shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.

            Section 13.15 Designation of Obligations as Designated Senior
Indebtedness. For purposes of the Indenture and Prospectus Supplement, all
obligations of the Company hereunder shall be deemed "Designated Senior
Indebtedness".

            Section 13.16 Effect of Amendment and Restatement of the Existing
Credit Agreement. On the Effective Date, the Existing Credit Agreement shall be
amended and restated in its entirety on the terms set forth in this Agreement.
The parties hereto acknowledge and agree that this Agreement and the other
documents executed in connection herewith, do not constitute a novation, payment
and reborrowing,

                                       57
<PAGE>

or termination of the obligations under the Existing Credit Agreement as in
effect prior to the Effective Date, which shall remain outstanding and in all
respects continuing on the terms set forth herein.

                           [Intentionally left blank]

                                       58
<PAGE>


         IN WITNESS WHEREOF this Agreement has been executed by the duly
authorized signatories of the parties hereto in several counterparts all as of
the day and year first above written.

                                    COX COMMUNICATIONS, INC.,




                                    By   /s/ Susan W. Coker
                                         ---------------------------------------
                                         Name: Susan W. Coker
                                         Title: Vice President and Treasurer

                                    JPMORGAN CHASE BANK, N.A., individually and
                                        as Administrative Agent




                                    By   /s/ James L. Stone
                                         ---------------------------------------
                                         Name: James L. Stone
                                         Title: Managing Director

                                    BANK OF AMERICA, N.A.., individually and as
                                       Co-Syndication Agent




                                    By   /s/ Todd Shipley
                                         ---------------------------------------
                                         Name: Todd Shipley
                                         Title: Senior Vice President

                                    WACHOVIA BANK, NATIONAL ASSOCIATION,
                                       individually and as Co-Syndication Agent




                                    By   /s/ Franklin M. Wessinger
                                         ---------------------------------------
                                         Name: Franklin M. Wessinger
                                         Title: Managing Director


              [CCI Amended and Restated Five-Year Credit Agreement]

<PAGE>

                                    J.P. MORGAN SECURITIES INC., as Joint Lead
                                       Arranger and Joint Bookrunner




                                    By   /s/ Gary L. Spevack
                                         ---------------------------------------
                                         Name: Gary L. Spevack
                                         Title: Vice President

                                    BANC OF AMERICA SECURITIES, LLC, as Co-
                                       Lead Arranger and Joint Bookrunner




                                    By   /s/ Philip A. Cope
                                         ---------------------------------------
                                         Name: Philip A. Cope
                                         Title: Managing Director

                                    CITICORP NORTH AMERICA, INC.




                                    By   /s/ Carolyn A. Kee
                                         ---------------------------------------
                                         Name: Carolyn A. Kee
                                         Title: Vice President

                                    LEHMAN BROTHERS BANK, FSB




                                    By   /s/ Janine M. Shugan
                                         ---------------------------------------
                                         Name: Janine M. Shugan
                                         Title: Authorized Signatory

                                    SUNTRUST BANK




                                    By   /s/ Thomas C. Palmer
                                         ---------------------------------------
                                         Name: Thomas C. Palmer
                                         Title: Managing Director

                                    THE BANK OF NEW YORK




                                    By   /s/ Cynthia L. Rogers
                                         ---------------------------------------
                                         Name: Cynthia L. Rogers
                                         Title: Vice President


              [CCI Amended and Restated Five-Year Credit Agreement]

<PAGE>

                                    MIZUHO CORPORATE BANK, LTD.




                                    By   /s/ Mark Gronich
                                         ---------------------------------------
                                         Name: Mark Gronich
                                         Title: Senior Vice President

                                    THE BANK OF TOKYO-MITSUBISHI TRUST
                                       COMPANY




                                    By   /s/ Karen Ossolinski
                                         ---------------------------------------
                                         Name: Karen Ossolinsky
                                         Title: Vice Presidetn

                                    BARCLAYS BANK PLC




                                    By   /s/ Nicholas A. Bell
                                         ---------------------------------------
                                         Name: Nicholas A. Bell
                                         Title: Director Loan Transaction
                                                Department

                                    THE BANK OF NOVA SCOTIA




                                    By   /s/Jose B. Carlos
                                         ---------------------------------------
                                         Name: Jose B. Carlos
                                         Title: Authorized Signatory

                                    THE ROYAL BANK OF SCOTLAND




                                    By   /s/ Andrew Wynn
                                         ---------------------------------------
                                         Name: Andrew Wynn
                                         Title: Senior Vice President


              [CCI Amended and Restated Five-Year Credit Agreement]

<PAGE>

                                    DRESDNER BANK AG, NEW YORK AND
                                       GRAND CAYMAN BRANCHES




                                    By   /s/ Brian Smith
                                         ---------------------------------------
                                         Name: Brian Smith
                                         Title: Managing Director




                                    By   /s/ Brian Schneider
                                         ---------------------------------------
                                         Name: Brian Schneider
                                         Title: Vice President

                                    SUMITOMO MITSUI BANKING
                                       CORPORATION




                                    By   /s/ Leo E. Pagarigan
                                         ---------------------------------------
                                         Name: Leo E. Pagarigan
                                         Title: Senior Vice President

                                    CREDIT SUISSE FIRST BOSTON, acting through
                                       its Cayman Islands Branch




                                    By   /s/ Thomas S. Hall
                                         ---------------------------------------
                                         Name: Thomas S. Hall
                                         Title: Vice President




                                    By   /s/ Doreen Barr
                                         ---------------------------------------
                                         Name: Doreen Barr
                                         Title: Associate


              [CCI Amended and Restated Five-Year Credit Agreement]

<PAGE>

                                    UBS LOAN FINANCE LLC




                                    By   /s/ Wilfred V. Saint
                                         ---------------------------------------
                                         Name: Wilfred V. Saint
                                         Title: Director Banking Products
                                                Services, US




                                    By   /s/ Juan Zuniga
                                         ---------------------------------------
                                         Name: Juan Zuniga
                                         Title: Associate Director Banking
                                                Products Services, US

                                    SOCIETE GENERALE




                                    By   /s/ Mark Vigil
                                         ---------------------------------------
                                         Name: Mark Vigil
                                         Title: Managing Director

                                    MERRILL LYNCH BANK USA




                                    By   /s/ Louis Alder
                                         ---------------------------------------
                                         Name: Louis Alder
                                         Title: Director

                                    MORGAN STANLEY BANK




                                    By   /s/ Daniel Twenge
                                         ---------------------------------------
                                         Name: Daniel Twenge
                                         Title: Vice President, Morgan Stanley
                                                Bank

                                    UFJ BANK LIMITED




                                    By   /s/ Gary Weiss
                                         ---------------------------------------
                                         Name: Gary Weiss
                                         Title: Vice President


              [CCI Amended and Restated Five-Year Credit Agreement]

<PAGE>

                                    WILLIAM STREET COMMITMENT
                                       CORPORATION

                                    (Recourse only to assets of William Street
                                       Commitment Corp)




                                    By   /s/ Jennifer M. Hill
                                         ---------------------------------------
                                         Name: Jennifer M. Hill
                                         Title: Chief Financial Officer

                                    U.S. BANK NATIONAL ASSOCIATION




                                    By   /s/ Gail F. Scannell
                                         ---------------------------------------
                                         Name: Gail F. Scannell
                                         Title: Vice President

                                    COMMERZBANK AG, NEW YORK AND
                                       GRAND CAYMAN BRANCHES




                                    By
                                         ---------------------------------------
                                         Name:
                                         Title:




                                    By
                                         ---------------------------------------
                                         Name:
                                         Title:

                                    WELLS FARGO BANK, NATIONAL
                                       ASSOCIATION




                                    By   /s/ Horace S. Jennings
                                         ---------------------------------------
                                         Name: Horace S. Jennings
                                         Title: Vice President




                                    By   /s/ Sharon L. Prince
                                         ---------------------------------------
                                         Name: Sharon L. Prince
                                         Title: Vice President


              [CCI Amended and Restated Five-Year Credit Agreement]

<PAGE>

                                    BANK OF OKLAHOMA, N.A.




                                    By   /s/ Kenton Owens
                                         ---------------------------------------
                                         Name: Kenton Owens
                                         Title: Assistant Vice President

                                    FIRST HAWAIIAN BANK




                                    By
                                         ---------------------------------------
                                         Name:
                                         Title:

                                    HIBERNIA NATIONAL BANK




                                    By
                                         ---------------------------------------
                                         Name:
                                         Title:

                                    PNC BANK, NATIONAL ASSOCIATION




                                    By
                                         ---------------------------------------
                                         Name:
                                         Title:


              [CCI Amended and Restated Five-Year Credit Agreement]