<PAGE>   1
 
                                                                  EXHIBIT 10.5.5
 
                                CREDIT AGREEMENT
 
                                     AMONG
 
                          JONES CABLE, HOLDINGS, INC.,
                                AS THE BORROWER
 
                  THE RESTRICTED SUBSIDIARIES OF THE BORROWER
                        FROM TIME TO TIME PARTIES HERETO
 
                              THE SEVERAL LENDERS
                        FROM TIME TO TIME PARTIES HERETO
 
                         NATIONSBANK OF TEXAS, N.A. AND
                            THE BANK OF NOVA SCOTIA,
                            AS THE MANAGING AGENTS,
 
                            THE BANK OF NOVA SCOTIA,
                           AS THE SYNDICATION AGENT,
 
                                      AND
 
                          NATIONSBANK OF TEXAS, N.A.,
                        AS THE ADMINISTRATIVE AGENT AND
                            THE DOCUMENTATION AGENT
 
                          DATED AS OF OCTOBER 31, 1995
<PAGE>   2
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                                         PAGE
                                                                                         ----
<S>          <C>                                                                         <C>
SECTION 1. DEFINITIONS.................................................................    1

     1.1     Defined Terms.............................................................    1
     1.2     Other Definitional Provisions.............................................   20

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS.............................................   21

     2.1     Commitments...............................................................   21
     2.2     Notes.....................................................................   21
     2.3     Procedure for Borrowing...................................................   21
     2.4     Unavailable Commitment....................................................   22
     2.5     Repayment of Loans........................................................   22

SECTION 3. LETTERS OF CREDIT...........................................................   23

     3.1     L/C Commitment............................................................   23
     3.2     Procedure for Issuance of Letters of Credit...............................   23
     3.3     Fees, Commissions and Other Charges.......................................   24
     3.4     L/C Participations........................................................   24
     3.5     Reimbursement Obligation of the Borrower..................................   25
     3.6     Obligations Absolute......................................................   26
     3.7     Letter of Credit Payments.................................................   26
     3.8     Application...............................................................   27

SECTION 4. GENERAL PROVISIONS APPLICABLE TO LOANS AND LETTERS OF CREDIT................
                                                                                          27
     4.1     Interest Rates and Payment Dates..........................................   27
     4.2     Optional and Mandatory Commitment Reductions and Prepayments..............   27
     4.3     Commitment Fees, etc......................................................   29
     4.4     Computation of Interest and Fees..........................................   30
     4.5     Conversion and Continuation Options.......................................   30
     4.6     Minimum Amounts of Tranches...............................................   31
     4.7     Inability to Determine Interest Rate......................................   31
     4.8     Pro Rata Treatment and Payments...........................................   32
     4.9     Requirements of Law.......................................................   32
     4.10    Taxes.....................................................................   34
     4.11    Indemnity.................................................................   36
</TABLE>
 
                                       -i-
<PAGE>   3
 
<TABLE>
<S>          <C>                                                                         <C>
     4.12    Change of Lending Office..................................................   36

SECTION 5. REPRESENTATIONS AND WARRANTIES..............................................   36

     5.1     Financial Condition.......................................................   36
     5.2     No Change.................................................................   37
     5.3     Existence; Compliance with Law............................................   37
     5.4     Power; Authorization; Enforceable Obligations.............................   37
     5.5     No Legal Bar..............................................................   38
     5.6     No Material Litigation....................................................   38
     5.7     No Default................................................................   39
     5.8     Ownership of Property; Intellectual Property..............................   39
     5.9     No Burdensome Restrictions................................................   39
     5.10    Taxes.....................................................................   39
     5.11    Federal Regulations.......................................................   40
     5.12    ERISA.....................................................................   40
     5.13    Investment Company Act; Other Regulations.................................   40
     5.14    Subsidiaries..............................................................   40
     5.15    Insurance.................................................................   41
     5.16    Certain Cable Television Matters..........................................   41
     5.17    Environmental Matters.....................................................   41
     5.18    Accuracy of Information...................................................   43
     5.19    Security Documents........................................................   43
     5.20    Solvency..................................................................   44
     5.21    Indebtedness..............................................................   44
     5.22    Labor Matters.............................................................   44
     5.23    Prior Names...............................................................   44
     5.24    Franchises................................................................   44
     5.25    Chief Executive Office; Chief Place of Business...........................   45
     5.26    Full Disclosure...........................................................   45
     5.27    Intercompany Subordinated Debt............................................   45

SECTION 6. CONDITIONS PRECEDENT........................................................   45

     6.1     Conditions to Initial Extensions of Credit................................   45
     6.2     Conditions to Each Extension of Credit....................................   48

SECTION 7. AFFIRMATIVE COVENANTS.......................................................   49

     7.1     Financial Statements......................................................   49
     7.2     Certificates; Other Information...........................................   50
     7.3     Payment of Obligations....................................................   50
     7.4     Conduct of Business and Maintenance of Existence, etc.....................   51
</TABLE>
 
                                      -ii-
<PAGE>   4
 
<TABLE>
<S>          <C>                                                                         <C>
     7.5     Maintenance of Property; Insurance........................................   51
     7.6     Inspection of Property; Books and Records; Discussions....................   51
     7.7     Notices...................................................................   52
     7.8     Environmental Laws........................................................   52
     7.9     Collateral................................................................   53

SECTION 8. NEGATIVE COVENANTS..........................................................   54

     8.1     Financial Condition Covenants.............................................   55
     8.2     Limitation on Indebtedness................................................   55
     8.3     Limitation on Liens.......................................................   56
     8.4     Limitation on Fundamental Changes.........................................   57
     8.5     Limitation on Sale of Assets..............................................   57
     8.6     Restricted/Unrestricted Designation of Subsidiaries.......................   58
     8.7     Limitation on Restricted Payments; Other Payment Limitations..............   59
     8.8     Limitation on Acquisitions................................................   60
     8.9     Investments, Loans, Etc...................................................   60
     8.10    Limitation on Transactions with Affiliates................................   61
     8.11    Certain Intercompany Matters..............................................   61
     8.12    Limitation on Restrictions on Subsidiary Distributions....................   61
     8.13    Limitation on Lines of Business...........................................   61
     8.14    No Negative Pledge........................................................   61
     8.15    Tax Sharing Agreement.....................................................   62

SECTION 9. EVENTS OF DEFAULT...........................................................   62

SECTION 10. THE ADMINISTRATIVE AGENT...................................................   65

     10.1    Appointment...............................................................   65
     10.2    Delegation of Duties......................................................   65
     10.3    Exculpatory Provisions....................................................   66
     10.4    Reliance by the Administrative Agent......................................   66
     10.5    Notice of Default.........................................................   66
     10.6    Non-Reliance on the Administrative Agent and the Other Lenders............   67
     10.7    Indemnification...........................................................   67
     10.8    The Administrative Agent in Its Individual Capacity.......................   68
     10.9    Successor Administrative Agent............................................   68
     10.10   Managing Agents and Co-Agents.............................................   69

SECTION 11. NEW RESTRICTED SUBSIDIARIES................................................   69
</TABLE>
 
                                      -iii-
<PAGE>   5
 
<TABLE>
<S>          <C>                                                                         <C>
SECTION 12. MISCELLANEOUS..............................................................   69

     12.1    Amendments and Waivers....................................................   69
     12.2    Notices...................................................................   70
     12.3    No Waiver; Cumulative Remedies............................................   71
     12.4    Survival of Representations and Warranties................................   71
     12.5    Payment of Expenses and Taxes.............................................   71
     12.6    Successors and Assigns; Participations and Assignments....................   72
     12.7    Adjustments; Set-off......................................................   75
     12.8    Counterparts; When Effective..............................................   76
     12.9    Severability..............................................................   76
     12.10   Integration...............................................................   76
     12.11   GOVERNING LAW.............................................................   76
     12.12   SUBMISSION TO JURISDICTION; WAIVERS.......................................   77
     12.13   Acknowledgements..........................................................   78
     12.14   WAIVERS OF JURY TRIAL.....................................................   78
     12.15   Confidentiality...........................................................   78
</TABLE>
 
                                      -iv-
<PAGE>   6
 
<TABLE>
<CAPTION>
   SCHEDULES
   ---------
<S>               <C>
Schedule 1.1      Commitments and Addresses of the Lenders
Schedule 5.1      Financial Disclosure
Schedule 5.4      Required Consents and Authorizations
Schedule 5.6      Litigation Disclosure
Schedule 5.8(a)   Real Property and Personal Property Locations
Schedule 5.14     Subsidiaries and Designation
Schedule 5.24     Franchise Agreements
Schedule 5.25     Chief Executive Office/Chief Places of Business
Schedule 6.1(f)   Stock Ownership of the Borrower and the Restricted Subsidiaries
Schedule 6.1(o)   Exceptions to Asset Transfer
Schedule 7.9(a)   Excluded Collateral
Schedule 8.3(c)   Existing Liens
Schedule 8.10     Existing Affiliated Transactions
</TABLE>
 
<TABLE>
<CAPTION>
EXHIBITS
--------
<S>   <C>
A     Form of Assignment and Acceptance
B     Form of Compliance Certificate
C     Form of Intercompany Subordinated Debt Agreement
D     Negative Pledge Agreement
E     Form of Intercompany Subordinated Note
F     Form of Pledge Agreement(s)
G     Form of Security Agreement
H     Form of Note
I-1   Form of Notice of Borrowing
I-2   Form of Notice of Conversion/Continuation
J     Form of Closing Certificate
K     Form of Legal Opinion of Davis, Graham & Stubbs, counsel to the Borrower
L     Form of Legal Opinion of the General Counsel or the acting General Counsel of the
      Parent
M     Form of FCC Opinion
N     Form of Alternative Note
</TABLE>
 
                                       -v-
<PAGE>   7
 
     THIS CREDIT AGREEMENT is entered into as of October 31, 1995, among JONES
CABLE HOLDINGS, INC., a Colorado corporation (the "Borrower"), the Restricted
Subsidiaries (hereinafter defined) of the Borrower from time to time parties to
this Agreement, the several banks and other financial institutions from time to
time parties to this Agreement (the "Lenders"), NATIONSBANK OF TEXAS, N.A. and
THE BANK OF NOVA SCOTIA, as the Managing Agents (in such capacity, the "Managing
Agents"), THE BANK OF NOVA SCOTIA, as the Syndication Agent (in such capacity,
the "Syndication Agent"), and NATIONSBANK OF TEXAS, N.A., as the Documentation
Agent (in such capacity, the "Documentation Agent") and as the Administrative
Agent for the Lenders hereunder.
 
                                  WITNESSETH:
 
     WHEREAS, Jones Intercable, Inc., a Colorado corporation (the "Parent") and
owner of 100% of the Capital Stock of the Borrower has transferred or will (a)
transfer to the Borrower (i) 100% of the Capital Stock of Jones Communications
of Virginia, Inc. (formerly known as Jones of Alexandria, Inc.) and Jones
Communications of Maryland, Inc.; (ii) the Cable Systems serving North Augusta,
South Carolina, Augusta, Georgia, Pima County, Arizona; and (iii) $250,000,000
in cash; (b) cause Evergreen Intercable, Inc. and Jones Tri-City Intercable,
Inc. (both Subsidiaries of the Parent) to transfer to Jones Communications of
Colorado, Inc. ("JCC"), a Wholly Owned Subsidiary of the Borrower, the Cable
Systems serving Evergreen, Colorado and Jefferson County, Colorado and; (c)
transfer to JCC the Cable System serving Clear Creek County, Colorado
(collectively, the "Asset Transfer"), all in consideration of the Borrower's
execution and delivery to the Parent of an Intercompany Subordinated Note
(hereinafter defined); and
 
     WHEREAS, the Borrower has requested the Lenders to furnish the extensions
of credit provided for herein, which shall be used by the Borrower (a) to
finance permitted acquisitions, (b) for capital expenditures to expand and
upgrade Cable Systems of the Borrower and the Restricted Subsidiaries, (c) to
make dividends or distributions permitted under this Agreement, and (d) for
general corporate purposes;
 
     NOW, THEREFORE, in consideration of the premises and the mutual agreements
contained herein, the parties hereto agree as follows:
 
                             SECTION 1. DEFINITIONS
 
     1.1 Defined Terms. As used in this Agreement, the following terms shall
have the following meanings:
 
          "ABR": for any day, a rate per annum (rounded upwards, if necessary,
     to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in
     effect on such day and (b) the Federal Funds Effective Rate in effect on
     such day plus 1/2 of 1%. For purposes hereof:
 
                                        1
<PAGE>   8
 
          "Prime Rate" shall mean the rate of interest per annum publicly
     announced from time to time by the Administrative Agent as its prime rate
     in effect at its principal office in Dallas, Texas (the Prime Rate not
     being intended to be the lowest rate of interest charged by the
     Administrative Agent in connection with extensions of credit to debtors);
     and "Federal Funds Effective Rate" shall mean, for any day, the weighted
     average of the rates on overnight federal funds transactions with members
     of the Federal Reserve System arranged by federal funds brokers, as
     published on the next succeeding Business Day by the Federal Reserve Bank
     of New York, or, if such rate is not so published for any day which is a
     Business Day, the average of the quotations for the day of such
     transactions received by the Administrative Agent from three federal funds
     brokers of recognized standing selected by it. Any change in the ABR due to
     a change in the Prime Rate or the Federal Funds Effective Rate shall be
     effective as of the opening of business on the effective day of such change
     in the Prime Rate or the Federal Funds Effective Rate, respectively.
 
          "ABR Loans": Loans the rate of interest applicable to which is based
     upon the ABR.
 
          "Administrative Agent": NationsBank, together with its affiliates, as
     the agent for the Lenders under this Agreement and the other Loan
     Documents.
 
          "Affiliate": as to any Person, any other Person which, directly or
     indirectly, is in control of, is controlled by, or is under common control
     with, such Person. A Person shall be deemed to control another Person if
     such Person (acting alone or with a group of Persons acting in concert)
     possesses, directly or indirectly, the power to direct or cause the
     direction of the management and policies of such other Person, whether
     through ownership of voting securities, by contract or otherwise.
 
          "Aggregate Outstandings of Credit": as to any Lender at any time, an
     amount equal to the sum of (a) the aggregate principal amount of all Loans
     made by such Lender then outstanding and (b) such Lender's Specified
     Percentage of the L/C Obligations then outstanding.
 
          "Agreement": this Credit Agreement, as amended, supplemented or
     otherwise modified from time to time.
 
          "Alternative Note": as defined in Section 12.6(d).
 
          "Alternative Noteholder": as defined in Section 12.6(e).
 
          "Annualized Operating Cash Flow": for the most recently ended fiscal
     quarter, an amount equal to Operating Cash Flow for such period multiplied
     by four.
 
                                        2
<PAGE>   9
 
          "Applicable Margin": at the time of any determination thereof, for
     purposes of all Loans, the margin of interest over the ABR or the
     Eurodollar Rate, as the case may be, which is applicable at the time of any
     determination of interest rates under this Agreement, which Applicable
     Margin shall be subject to adjustment (upwards or downwards, as
     appropriate) based on the Leverage Ratio, as follows:
 
<TABLE>
<CAPTION>
                                                                APPLICABLE
                                                                 MARGIN       APPLICABLE MARGIN
                                                                   FOR         FOR EURODOLLAR
                            LEVERAGE RATIO                      ABR LOANS        RATE LOANS
        -----------------------------------------------------   ---------     -----------------
        <S>                                                       <C>           <C>
        Greater than 5.00 to 1.................................   0.125%           1.125%
        Greater than or equal to 4.50 to 1
          but less than or equal to 5.00 to 1..................   0.000%           0.875%
        Less than 4.50 to 1....................................   0.000%           0.625%
</TABLE>
 
     For the purposes of this definition, the Applicable Margin shall be
     determined as at the end of each of the first three quarterly periods of
     each fiscal year of the Borrower and as at the end of each fiscal year of
     the Borrower, based on the relevant financial statements delivered pursuant
     to Section 7.1(a) or (b) and the Compliance Certificate delivered pursuant
     to Section 7.2(b); changes in the Applicable Margin shall become effective
     on the date which is the earlier of (i) two Business Days after the date
     the Administrative Agent receives such financial statements and the
     corresponding Compliance Certificate and (ii) the 60th day after the end of
     each of the first three quarterly periods of each fiscal year or the 120th
     day after the end of each fiscal year, as the case may be, and shall remain
     in effect until the next change to be effected pursuant to this definition;
     provided, that (a) until the first such financial statements and Compliance
     Certificate are delivered after the date hereof, the Applicable Margin
     shall be determined by reference to the Leverage Ratio set forth in the
     Closing Certificate delivered to the Administrative Agent pursuant to
     Section 6.1(b) and (b) if any financial statements or the Compliance
     Certificate referred to above are not delivered within the time periods
     specified above, then, for the period from and including the date on which
     such financial statements and Compliance Certificate are required to be
     delivered to but not including the date on which such financial statements
     and Compliance Certificate are delivered, then the Applicable Margin as at
     the end of the fiscal period that would have been covered thereby shall be
     deemed to be the Applicable Margin which would be applicable when the
     Leverage Ratio is greater than 5.00 to 1.00.
 
          "Application": an application, in form and substance consistent with
     this Agreement and mutually satisfactory to the Borrower and the Issuing
     Lender, requesting the Issuing Lender to open a Letter of Credit.
 
          "Asset Transfer": as defined in the recitals hereto.
 
          "Assignee": as defined in Section 12.6(c).
 
                                        3
<PAGE>   10
 
          "Assignment and Acceptance": an Assignment and Acceptance
     substantially in the form of Exhibit A.
 
          "Authorizations": all filings, recordings and registrations with, and
     all validations or exemptions, approvals, orders, authorizations, consents,
     Licenses, certificates and permits from, the FCC, applicable public
     utilities and other Governmental Authorities, including, without
     limitation, Franchises, FCC Licenses and Pole Agreements.
 
          "Available Commitment": at any time, as to any Lender, an aggregate
     amount, not to exceed at any one time outstanding, equal to such Lender's
     Commitment, minus, the product of (i) the Unavailable Commitment,
     multiplied by, (ii) such Lender's Specified Percentage.
 
          "BCI": Bell Canada International Inc.
 
          "Board": the Board of Governors of the Federal Reserve System or any
     successor.
 
          "Borrower": as defined in the preamble hereto.
 
          "Borrowing Date": any Business Day specified in a notice pursuant to
     Section 2.3 as a date on which the Borrower requests the Lenders to make
     Loans hereunder.
 
          "Business": as defined in Section 5.17(b).
 
          "Business Day": a day other than a Saturday, Sunday or other day on
     which commercial banks in New York, New York or Dallas, Texas are
     authorized or required by law to close.
 
          "Cable Systems": all cable television facilities and distribution
     systems that are operated and maintained by the Borrower or a Restricted
     Subsidiary pursuant to the terms of the related licenses, franchises and
     permits issued under federal, state or municipal laws from time to time in
     effect, which authorize a person to receive or distribute, or both, by
     cable, optical, antennae, microwave, satellite or otherwise, audio, video,
     digital, other broadcast signals or information or telecommunications and
     visual signals within a defined geographical area for the purpose of
     providing entertainment or other services, together with all the property,
     tangible and intangible, owned or used in connection with the services
     provided pursuant to said licenses, franchises and permits, and each other
     cable television facility from time to time operated by the Borrower and
     the Restricted Subsidiaries. A Cable System means one of such Cable
     Systems.
 
                                        4
<PAGE>   11
 
          "Capital Lease Obligations": as to any Person, the obligations of such
     Person to pay rent or other amounts under any lease of (or other
     arrangement conveying the right to use) real or personal property, or a
     combination thereof, which obligations are required to be classified and
     accounted for as capital leases on a balance sheet of such Person under
     GAAP and, for the purposes of this Agreement, the amount of such
     obligations at any time shall be the capitalized amount thereof at such
     time determined in accordance with GAAP.
 
          "Capital Stock": any and all shares, interests, participations or
     other equivalents (however designated) of capital stock of a corporation,
     any and all classes of partnership interests (including, without
     limitation, general, limited and preference units) in a partnership, any
     and all equivalent ownership interests in a Person (other than a
     corporation or partnership), and any and all warrants or options to
     purchase any of the foregoing.
 
          "Cash Equivalents": (a) securities with maturities of one year or less
     from the date of acquisition issued or fully guaranteed or insured by the
     United States Government or any agency thereof, (b) certificates of deposit
     and eurodollar time deposits with maturities of one year or less from the
     date of acquisition and overnight bank deposits of any Lender or of any
     commercial bank having capital and surplus in excess of $500,000,000, (c)
     repurchase obligations of any Lender or of any commercial bank satisfying
     the requirements of clause (b) of this definition, having a term of not
     more than 30 days, with respect to securities issued or fully guaranteed or
     insured by the United States Government, (d) commercial paper of a domestic
     issuer rated at least A-1 by Standard and Poor's Ratings Group ("S&P") or
     P-1 by Moody's Investors Service, Inc. ("Moody's"), (e) securities with
     maturities of one year or less from the date of acquisition issued or fully
     guaranteed by any state, commonwealth or territory of the United States, or
     by any political subdivision or taxing authority of any such state,
     commonwealth or territory, the securities of which state, commonwealth,
     territory, political subdivision, taxing authority (as the case may be) are
     rated at least A by S&P or A-2 by Moody's, or (f) shares of money market
     mutual or similar funds which invest exclusively in assets satisfying the
     requirements of clauses (a) through (e) of this definition.
 
          "Change of Control": shall be deemed to have occurred at such time as
     any of the following occur:
 
             (a) if Glenn R. Jones and/or BCI shall no longer have the power to
        elect a majority of the board of directors of the Parent or to direct or
        cause the direction of the management and policies of the Parent through
        the ownership of voting securities; or
 
             (b) (i) if Glenn R. Jones and/or BCI shall no longer have the
        power, directly or indirectly, to elect a majority of the board of the
        Borrower or to direct or cause the direction of the management and
        policies of the Borrower or (ii) the Parent shall create, incur, assume
        or suffer to exist any Lien on any Capital Stock of the Borrower.
 
                                        5
<PAGE>   12
 
          "Closing Certificate": as defined in Section 6.1(b).
 
          "Co-Agents": CoreStates Bank, N.A., PNC Bank, National Association,
     Royal Bank of Canada, Credit Lyonnais Cayman Island Branch and Societe
     Generale.
 
          "Code": the Internal Revenue Code of 1986, as amended from time to
     time.
 
          "Collateral": all assets of the Borrower and all Capital Stock of the
     Restricted Subsidiaries, now owned or hereinafter acquired, upon which a
     Lien is purported to be created by any Security Document.
 
          "Commitment": as to any Lender, its obligation, if any, to make Loans
     to, and/or issue or participate in Letters of Credit issued on behalf of,
     the Borrower in an aggregate amount not to exceed at any one time
     outstanding the amount set forth opposite such Lender's name in Schedule
     1.1 under the heading "Commitment" or, in the case of any Lender that is an
     Assignee, the amount of the assigning Lender's Commitment assigned to such
     Assignee pursuant to Section 12.6(c) and set forth in the applicable
     Assignment and Acceptance (in each case, as the same may be increased,
     reduced or otherwise adjusted from time to time as provided herein).
 
          "Commonly Controlled Entity": an entity, whether or not incorporated,
     which is under common control with the Borrower within the meaning of
     Section 4001 of ERISA or is part of a group which includes the Borrower and
     which is treated as a single employer under Section 414(b) or (c) of the
     Code.
 
          "Compliance Certificate": a certificate of a Responsible Officer of
     the Borrower, substantially in the form of Exhibit B.
 
          "Contractual Obligation": as to any Person, any provision of any
     security issued by such Person or of any agreement, instrument or other
     undertaking to which such Person is a party or by which it or any of its
     property is bound.
 
          "Default": any of the events specified in Section 9, whether or not
     any requirement for the giving of notice, the lapse of time, or both, has
     been satisfied.
 
          "Designation Notice": as defined in Section 2.4.
 
          "Disposition": as defined in Section 8.5.
 
          "Documentation Agent": as defined in the preamble hereto.
 
          "Dollars" and "$": dollars in lawful currency of the United States of
     America.
 
                                        6
<PAGE>   13
 
          "Effective Date": as defined in Section 12.8.
 
          "Environmental Laws": any and all Federal, state, local or municipal
     laws, rules, orders, regulations, statutes, ordinances, codes, decrees,
     requirements of any Governmental Authority or other Requirements of Law
     (including common law) regulating, relating to or imposing liability or
     standards of conduct concerning protection of human health or the
     environment, as now or may at any time hereafter be in effect.
 
          "ERISA": the Employee Retirement Income Security Act of 1974, as
     amended from time to time.
 
          "Eurocurrency Reserve Requirements": for any day as applied to a
     Eurodollar Loan, the aggregate (without duplication) of the rates
     (expressed as a decimal fraction) of reserve requirements in effect on such
     day (including, without limitation, basic, supplemental, marginal and
     emergency reserves under any regulations of the Board or other Governmental
     Authority having jurisdiction with respect thereto) dealing with reserve
     requirements prescribed for eurocurrency funding (currently referred to as
     "Eurocurrency Liabilities" in Regulation D of such Board) maintained by a
     member bank of the Federal Reserve System.
 
          "Eurodollar Base Rate": with respect to each day during each Interest
     Period pertaining to a Eurodollar Loan, the rate per annum equal to the
     rate at which NationsBank is offered Dollar deposits at or about 10:00
     A.M., Dallas, Texas time, two Business Days prior to the beginning of such
     Interest Period in the interbank eurodollar market where the eurodollar and
     foreign currency and exchange operations in respect of its Eurodollar Loans
     are then being conducted for delivery on the first day of such Interest
     Period for the number of days comprised therein and in an amount comparable
     to the amount of its Eurodollar Loan to be outstanding during such Interest
     Period.
 
          "Eurodollar Loans": Loans, the rate of interest applicable to which is
     based upon the Eurodollar Rate.
 
          "Eurodollar Rate": with respect to each day during each Interest
     Period pertaining to a Eurodollar Loan, a rate per annum determined for
     such day in accordance with the following formula (rounded upward to the
     nearest 1/100th of 1%):
 
                              Eurodollar Base Rate
                 ----------------------------------------------
                   1.00 -- Eurocurrency Reserve Requirements
 
          "Event of Default": any of the events specified in Section 9, provided
     that any requirement for the giving of notice, the lapse of time, or both,
     or any other condition, has been satisfied.
 
          "Excluded Collateral": as defined in Section 7.9(a).
 
                                        7
<PAGE>   14
 
          "Existing Credit Agreement": the $300,000,000 Credit Agreement dated
     as of December 8, 1992 among the Parent, as the borrower, and NationsBank,
     as managing agent, Barclays Bank PLC, Corestates Bank, N.A., and The Bank
     of Nova Scotia, as co-agents and the lenders named therein, as amended
     through the date hereof.
 
          "Facility": the Commitments and the extensions of credit made
     thereunder.
 
          "FCC": the Federal Communications Commission and any successor
     thereto.
 
          "FCC License": any community antenna relay service, broadcast
     auxiliary license, earth station registration, business radio, microwave or
     special safety radio service license issued by the FCC pursuant to the
     Communications Act of 1934, as amended.
 
          "Franchise": any franchise, permit, wire agreement or easement,
     License or other Authorization granted by any Governmental Authority,
     including all laws, regulations and ordinances relating thereto, for the
     construction, operation and maintenance of a Cable System or satellite
     master antenna television system and the reception and transmission of
     signals by microwave, and shall include, without limitation, all FCC
     Licenses and all certificates of compliance and cable television
     registration statements which are required to be issued by or filed with
     the FCC.
 
          "Franchise Agreement": any ordinance, agreement, contract or other
     document stating the terms and conditions of any Franchise, including,
     without limitation, all exhibits and schedules thereto, all amendments
     thereof and consents, waivers and extensions issued thereunder, any
     documents incorporated therein by reference and the application from which
     such Franchise was granted.
 
          "GAAP": generally accepted accounting principles in the United States
     of America in effect from time to time.
 
          "Governmental Authority": any nation or government, any state or other
     political subdivision thereof and any entity exercising executive,
     legislative, judicial, regulatory or administrative functions of or
     pertaining to government.
 
          "Guarantee Obligation": as to any Person (the "guaranteeing person"),
     any obligation of (a) the guaranteeing person or (b) another Person
     (including, without limitation, any bank under any letter of credit) to
     induce the creation of which the guaranteeing person has issued a
     reimbursement, counterindemnity or similar obligation, in either case
     guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends
     or other obligations (the "primary obligations") of any other third Person
     (the "primary obligor") in any manner, whether directly or indirectly,
     including, without limitation, any obligation of the guaranteeing person,
     whether or not contingent, (i) to purchase any such primary obligation or
     any property constituting direct or indirect security therefor, (ii) to
     advance or supply funds (1)
 
                                        8
<PAGE>   15
 
     for the purchase or payment of any such primary obligation or (2) to
     maintain working capital or equity capital of the primary obligor or
     otherwise to maintain the net worth or solvency of the primary obligor,
     (iii) to purchase property, securities or services primarily for the
     purpose of assuring the owner of any such primary obligation of the ability
     of the primary obligor to make payment of such primary obligation or (iv)
     otherwise to assure or hold harmless the owner of any such primary
     obligation against loss in respect thereof; provided, however, that the
     term Guarantee Obligation shall not include endorsements of instruments for
     deposit or collection in the ordinary course of business. The amount of any
     Guarantee Obligation of any guaranteeing person shall be deemed to be the
     lower of (a) an amount equal to the stated or determinable principal amount
     of the primary obligation in respect of which such Guarantee Obligation is
     made and (b) the maximum principal amount for which such guaranteeing
     person may be liable pursuant to the terms of the instrument embodying such
     Guarantee Obligation, unless such primary obligation and the maximum
     principal amount for which such guaranteeing person may be liable are not
     stated or determinable, in which case the amount of such Guarantee
     Obligation shall be the principal amount of such guaranteeing person's
     reasonably anticipated liability in respect thereof as determined by the
     Borrower in good faith. For the purposes of Section 8.2, Guarantee
     Obligations by the Borrower or any of the Restricted Subsidiaries in
     respect of Indebtedness of the Borrower or any of the Restricted
     Subsidiaries shall be calculated without duplication of any other
     Indebtedness. It is understood that obligations pursuant to indemnities
     which (a) are granted in the ordinary course of business, are related to
     officer or director liability for officers and directors of the Borrower or
     the Restricted Subsidiaries, or made in connection with asset Dispositions
     and (b) do not cover Indebtedness of the types described in clauses (a)
     through (d) of the definition thereof shall not constitute "Guarantee
     Obligations" for the purposes of this Agreement.
 
          "Indebtedness": of any Person at any date, (a) all indebtedness of
     such Person for borrowed money or which is evidenced by a note, bond,
     debenture or similar instrument, (b) all indebtedness of such Person for
     the deferred purchase price of property or services (other than current
     trade liabilities incurred in the ordinary course of business and payable
     in accordance with customary practices), (c) all Capital Lease Obligations
     of such Person, (d) all obligations of such Person in respect of the
     principal amount of acceptances or letters of credit issued or created for
     the account of such Person, (e) all Guarantee Obligations of such Person
     and (f) all liabilities of the type described in clauses (a) through (e)
     above secured by any Lien on any property owned by such Person even though
     such Person has not assumed or otherwise become liable for the payment
     thereof; provided that the amount of any nonrecourse Indebtedness of such
     Person shall be not more than an amount equal to the fair market value of
     the property subject to such Lien, as determined by the Borrower in good
     faith. The Indebtedness of any Person shall include the Indebtedness of any
     partnership in which such Person is a general partner, other than to the
     extent that the instrument or agreement evidencing such Indebtedness
     expressly limits the liability of such Person in respect thereof.
 
                                        9
<PAGE>   16
 
          "Information": written information, including, without limitation,
     certificates, reports, statements (other than financial statements,
     budgets, projections and similar financial data) and documents.
 
          "Insolvency": with respect to any Multiemployer Plan, the condition
     that such Plan is insolvent within the meaning of Section 4245 of ERISA.
 
          "Insolvent": pertaining to a condition of Insolvency.
 
          "Intercompany Subordinated Debt": any Indebtedness of the Borrower
     related to or resulting from any loan or advance from, or any non-equity
     investment in the Borrower by, or any management or similar fees payable by
     the Borrower to, or any other obligation of the Borrower to pay to, BCI or
     an Affiliate of the Borrower (excluding a Restricted Subsidiary), and all
     such present and future Indebtedness of the Borrower owing to, or
     non-equity investment in the Borrower by, or management or similar fees
     payable by the Borrower to, or any other obligation of the Borrower to pay
     to, BCI or an Affiliate of the Borrower (excluding a Restricted Subsidiary)
     now or hereafter existing (whether created directly or acquired by
     assignment or otherwise), fixed, contingent, liquidated, unliquidated,
     joint, several, or joint and several, whether evidenced in writing or not,
     and interest, premiums and fees, if any, thereon and other amounts payable
     in respect thereof, and all rights and remedies of such obligees with
     respect thereto. Notwithstanding the foregoing, Intercompany Subordinated
     Debt shall not include (a) payments under the agreements described in
     Schedule 8.10(c), or (b) payments relating to any purchase, sale, lease or
     exchange of property or the rendering of any service, with any Affiliate of
     the Borrower (other than a Restricted Subsidiary) which is (i) entered into
     in the ordinary course of the Borrower's business, (ii) the terms of which
     are fair and reasonable and in the best interests of the Borrower and (iii)
     which is approved by the Board of Directors of the Borrower.
 
          "Intercompany Subordinated Debt Agreement": the agreement executed and
     delivered pursuant to Section 6.1 (a) by and among the Parent, the Borrower
     and any other Affiliate of the Borrower who becomes a party thereto
     pursuant to the terms thereof, substantially in the form of Exhibit C.
 
          "Intercompany Subordinated Note": a note substantially in the form of
     Exhibit E, evidencing Intercompany Subordinated Debt.
 
          "Interest Expense": for any fiscal quarter or fiscal year of the
     Borrower, as applicable, the aggregate of all letter of credit fees,
     commitment fees and interest accrued or paid by the Borrower or any of the
     Restricted Subsidiaries, during such period in respect of Total Debt, all
     as determined on a consolidated basis in accordance with GAAP.
 
                                       10
<PAGE>   17
 
          "Interest Payment Date": (a) as to any ABR Loan, (i) the last Business
     Day of each March, June, September and December prior to the Termination
     Date and (ii) the Termination Date, (b) as to any Eurodollar Loan having an
     Interest Period of three months or less, the last day of such Interest
     Period and (c) as to any Eurodollar Loan having an Interest Period longer
     than three months, each day which is three months or a whole multiple
     thereof, after the first day of such Interest Period and the last day of
     such Interest Period.
 
          "Interest Period": with respect to any Eurodollar Loan:
 
             (a) initially, the period commencing on the borrowing or conversion
        date, as the case may be, with respect to such Eurodollar Loan and
        ending one, two, three or six months thereafter (or, to the extent
        available from all Lenders, nine or twelve months thereafter), as
        selected by the Borrower in its Notice of Borrowing or Notice of
        Conversion/Continuation, as the case may be, given with respect thereto;
        and
 
             (b) thereafter, each period commencing on the last day of the next
        preceding Interest Period applicable to such Eurodollar Loan and ending
        one, two, three or six months thereafter (or, to the extent available
        from all Lenders, nine or twelve months thereafter), as selected by the
        Borrower by irrevocable notice to the Administrative Agent not less than
        three Business Days prior to the last day of the then current Interest
        Period with respect thereto;
 
     provided that, all of the foregoing provisions relating to Interest Periods
     are subject to the following:
 
             (i) if any Interest Period would otherwise end on a day that is not
        a Business Day, such Interest Period shall be extended to the next
        succeeding Business Day unless the result of such extension would be to
        carry such Interest Period into another calendar month in which event
        such Interest Period shall end on the immediately preceding Business
        Day;
 
             (ii) any Interest Period that would otherwise extend beyond the
        Termination Date shall end on the Termination Date; and
 
             (iii) any Interest Period that begins on the last Business Day of a
        calendar month (or on a day for which there is no numerically
        corresponding day in the calendar month at the end of such Interest
        Period) shall end on the last Business Day of a calendar month.
 
          "Interest Rate Hedge Agreement": any interest rate protection
     agreement, interest rate futures contract, interest rate option, interest
     rate cap or other interest rate hedge arrangement, to or under which the
     Borrower or any Restricted Subsidiary is a party or a beneficiary.
 
                                       11
<PAGE>   18
 
          "Investments": as defined in Section 8.9.
 
          "Issuing Lender": NationsBank, provided that, in the event that
     NationsBank shall be replaced as the Administrative Agent pursuant to
     Section 10.9, (i) no Letter of Credit shall be issued by NationsBank on or
     after the date of such replacement and (ii) the replacement Administrative
     Agent shall be an Issuing Lender from and after the date of such
     replacement.
 
          "L/C Fee Payment Date": the last Business Day of each March, June,
     September and December.
 
          "L/C Obligations": at any time, an amount equal to the sum of (a) the
     aggregate then undrawn and unexpired amount of the then outstanding Letters
     of Credit and (b) the aggregate amount of all unpaid Reimbursement
     Obligations.
 
          "Lenders": as defined in the preamble hereto.
 
          "Letters of Credit": as defined in Section 3.1(a).
 
          "Leverage Ratio": as of the last day of the most recently ended fiscal
     quarter, the ratio of (i) Total Debt as of such day to (ii) Annualized
     Operating Cash Flow based on such fiscal quarter.
 
          "License": as to any Person, any license, permit, certificate of need,
     authorization, certification, accreditation, franchise, approval, or grant
     of rights by any Governmental Authority or other Person necessary or
     appropriate for such Person to own, maintain, or operate its business or
     property, including FCC Licenses.
 
          "Lien": any mortgage, pledge, hypothecation, assignment, deposit
     arrangement, encumbrance, lien (statutory or other), charge or other
     security interest or any preference, priority or other security agreement
     or preferential arrangement of any kind or nature whatsoever (including,
     without limitation, any conditional sale or other title retention agreement
     and any capital lease having substantially the same economic effect as any
     of the foregoing).
 
          "Loan": any loan made by any Lender pursuant to this Agreement.
 
          "Loan Documents": this Agreement, the Applications, the Intercompany
     Subordinated Notes, the Intercompany Subordinated Debt Agreement, any
     Notes, the Negative Pledge, any Interest Rate Hedge Agreements with any of
     the Lenders and the Security Documents.
 
          "Loan Parties": the collective reference to the Borrower and the 
     Restricted Subsidiaries.
 
                                       12
<PAGE>   19
 
          "Majority Lenders": at any time when no Loans or Letters of Credit are
     outstanding, the Lenders having Commitments equal to or more than 51% of
     the Total Commitment, and at any time when Loans or Letters of Credit are
     outstanding, the Lenders with outstanding Loans and participations in L/C
     Obligations having an unpaid principal balance and face amount,
     respectively, equal to or more than 51% of all Loans and L/C Obligations
     outstanding, excluding from such calculation the Lenders which have failed
     or refused to fund a Loan or their respective portion of an unpaid
     Reimbursement Obligation.
 
          "Managing Agents": as defined in the preamble hereto.
 
          "Managing Agents Fee Letter": the letter agreement, dated August 29,
     1995, among the Borrower, NationsBank and Scotiabank.
 
          "Material Adverse Effect": a material adverse effect on (a) the
     business, assets, operations or condition (financial or otherwise) of the
     Borrower or any of the Restricted Subsidiaries, (b) the ability of any Loan
     Party to perform its obligations under the Loan Documents or (c) the rights
     or remedies of the Administrative Agent or the Lenders under this Agreement
     or any of the other Loan Documents.
 
          "Materials of Environmental Concern": any gasoline or petroleum
     (including crude oil or any fraction thereof) or petroleum products or any
     hazardous or toxic substances, materials or wastes, defined or regulated as
     such in or under any Environmental Law, including, without limitation,
     asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.
 
          "Maximum Permitted Indebtedness": shall mean, at the date of
     determination, an amount equal to the product of (i) Annualized Operating
     Cash Flow based on the preceding fiscal quarter and (ii) the Leverage Ratio
     permitted pursuant to Section 8.1(a) on the date of determination.
 
          "Multiemployer Plan": a Plan which is a multiemployer plan as defined
     in Section 4001(a)(3) of ERISA.
 
          "NationsBank": NationsBank of Texas, N.A.
 
          "NationsBank Fee Letter": the letter agreement, dated August 29, 1995,
     between the Borrower and NationsBank.
 
          "Negative Pledge": the Negative Pledge Agreement to be executed and
     delivered by the Parent, substantially in the form of Exhibit D hereto, as
     the same may be amended, supplemented or otherwise modified from time to
     time, whereby the Parent agrees not to create, incur, assume or suffer to
     exist any Lien upon the Capital Stock of the Borrower or any Intercompany
     Subordinated Note from the Borrower in favor of the Parent.
 
                                       13
<PAGE>   20
 
          "Net Unrestricted Designated Subsidiaries Three Month Cash Flow":
     shall mean, for any period, the excess, if any, of (i) the Three Month Cash
     Flow attributable to all Restricted Subsidiaries which have been designated
     during such period as Unrestricted Subsidiaries pursuant to Section 8.6,
     including, if applicable, the Three Month Cash Flow attributable to any
     Restricted Subsidiary which is then being designated as an Unrestricted
     Subsidiary pursuant to Section 8.6 (calculated at the time of each such
     designation), over (ii) the Three Month Cash Flow attributed to all
     Unrestricted Subsidiaries which have been designated during such period as
     the Restricted Subsidiaries pursuant to Section 8.6, including, if
     applicable, the Three Month Cash Flow attributable to any Unrestricted
     Subsidiary which is then being designated as a Restricted Subsidiary
     pursuant to Section 8.6 (calculated at the time of each such designation).
 
          "Non-Excluded Taxes": as defined in Section 4.10(a).
 
          "Non-U.S Lender": as defined in Section 4.10(b).
 
          "Notes": as defined in Section 2.2.
 
          "Notice of Borrowing": as defined in Section 2.3.
 
          "Notice of Conversion/Continuation": as defined in Section 4.5.
 
          "Obligations": the unpaid principal of and interest on (including,
     without limitation, interest accruing after the maturity of the Loans and
     Reimbursement Obligations and interest accruing after the filing of any
     petition in bankruptcy, or the commencement of any insolvency,
     reorganization or like proceeding, relating to any Loan Party, whether or
     not a claim for post-filing or post-petition interest is allowed in such
     proceeding) the Loans and Reimbursement Obligations and all other
     obligations and liabilities of any Loan Party to the Administrative Agent
     or to any Lender (or, in the case of any Interest Rate Protection
     Agreement, any affiliate of any Lender), whether direct or indirect,
     absolute or contingent, due or to become due, or now existing or hereafter
     incurred, which may arise under, out of, or in connection with, this
     Agreement, any other Loan Document, the Letters of Credit, any Interest
     Rate Protection Agreement entered into with any Lender (or any affiliate of
     any Lender) or any other document made, delivered or given in connection
     herewith or therewith, whether on account of principal, interest,
     reimbursement obligations, fees, indemnities, costs, expenses (including,
     without limitation, all reasonable fees, charges and disbursements of
     counsel to the Administrative Agent or to any Lender that are required to
     be paid by any Loan Party pursuant hereto) or otherwise.
 
          "Operating Cash Flow": for any period the total revenues (excluding
     the gain on the sale of any assets to the extent included therein) of the
     Borrower and the Restricted Subsidiaries, less the sum of (a) operating
     expenses of the Borrower and the Restricted Subsidiaries for such period,
     and (b) general and administrative expenses of the Borrower
        
                                      14
<PAGE>   21
 
     and the Restricted Subsidiaries for such period, in each case determined
     and consolidated in accordance with GAAP and calculated after giving effect
     to acquisitions, exchanges and dispositions of assets of the Borrower and
     any of the Restricted Subsidiaries (and designations of the Restricted
     Subsidiaries and the Unrestricted Subsidiaries) during such period as if
     such transactions had occurred on the first day of such period; provided,
     that for purposes of determining Operating Cash Flow for any such period
     during which (a) the Borrower or any of the Restricted Subsidiaries
     acquired or disposed of any assets, or (b) any Restricted Subsidiaries were
     designated Unrestricted Subsidiaries or Unrestricted Subsidiaries were
     designated Restricted Subsidiaries, then such Operating Cash Flow shall be
     increased (in the case of asset acquisitions or the designation of a
     Unrestricted Subsidiary as a Restricted Subsidiary) or reduced (in the case
     of asset dispositions or the designation of a Restricted Subsidiary as an
     Unrestricted Subsidiary), by the Operating Cash Flow that would have been
     contributed by such assets or Restricted Subsidiary or Unrestricted
     Subsidiary, as the case may be during such period, determined on a pro
     forma basis in a manner reasonably satisfactory to the Managing Agents, as
     though the Borrower or the relevant Restricted Subsidiary acquired or
     disposed of such assets or the designations of the Restricted Subsidiaries
     or the Unrestricted Subsidiaries took place, on the first day of such
     period.
 
          "Parent": as defined in the preamble hereto.
 
          "Participant": as defined in Section 12.6(b).
 
          "PBGC": the Pension Benefit Guaranty Corporation established pursuant
     to Subtitle A of Title IV of ERISA.
 
          "Perfection Certificate": as defined in Section 6.1(p).
 
          "Permitted Line of Business": as defined in Section 8.13.
 
          "Person": an individual, partnership, corporation, limited liability
     company, business trust, joint stock company, trust, unincorporated
     association, joint venture, Governmental Authority or other entity of
     whatever nature.
 
          "Plan": at a particular time, any employee benefit plan which is
     covered by ERISA and in respect of which the Borrower or a Commonly
     Controlled Entity is (or, if such plan were terminated at such time, would
     under Section 4069 of ERISA be deemed to be) a "contributing sponsor" as
     defined in Section 4001(a)(13) of ERISA or a member of such contributing
     sponsor's "control group" as defined in Section 4001(a)(14) of ERISA.
 
          "Pledge Agreements": the Pledge Agreement(s) to be executed and
     delivered by the Borrower and the Restricted Subsidiaries, substantially in
     the form of Exhibit F hereto, as the same may be amended, supplemented or
     otherwise modified from time to time.
 
                                       15
<PAGE>   22
 
          "Pledged Subsidiary": any Restricted Subsidiary of the Borrower.
 
          "Pole Agreement": any pole attachment agreement or underground conduit
     use agreement entered into in connection with the operation of any Cable
     System.
 
          "Prime Rate": as defined in the definition of "ABR".
 
          "Pro Forma Debt Service": on any date of determination, without
     duplication, for the succeeding twelve-month period from the end of the
     most recently ended fiscal quarter, the sum of (a) all Interest Expense
     scheduled to be paid on Total Debt during such twelve-month period
     (including without limitation any amounts scheduled to be paid pursuant to
     any Interest Rate Hedge Agreement), plus (b) all rentals (other than
     insurance premiums and property taxes) scheduled to be paid under Capital
     Lease Obligations during such twelve-month period, plus (c) required
     principal payments on Total Debt and/or payments associated with reductions
     in the Total Commitment for such twelve-month period; provided that, for
     purposes of this definition, the rates of interest payable during any
     period on Total Debt (x) bearing interest at a variable rate or at
     different fixed rates or (y) on which interest does not become payable
     until a specified date after the end of such quarter shall, in each case,
     be the interest rates per annum payable on such Total Debt as of the date
     for which such calculation is made.
 
          "Properties": as defined in Section 5.17(a).
 
          "Quarterly Percentage Reduction": as defined in Section 4.2(c).
 
          "Redesignation Notice": as defined in Section 2.4.
 
          "Register": as defined in Section 12.6(g).
 
          "Reimbursement Obligations": the obligations of the Borrower to
     reimburse the Issuing Lender pursuant to Section 3.5 for amounts drawn
     under Letters of Credit.
 
          "Reorganization": with respect to any Multiemployer Plan, the
     condition that such plan is in reorganization within the meaning of Section
     4241 of ERISA.
 
          "Reportable Event": any of the events set forth in Section 4043(b) of
     ERISA, other than those events as to which the thirty day notice period is
     waived under Sections .13, .14, .16, .18, .19 or .20 of PBGC
     Reg. sec. 2615.
 
          "Requirement of Law": as to any Person, the Certificate of
     Incorporation and By-Laws or other organizational or governing documents of
     such Person, and any law, treaty, rule or regulation or determination of an
     arbitrator or a court or other Governmental
 
                                       16
<PAGE>   23
 
     Authority (including any Authorization), in each case applicable to or
     binding upon such Person or any of its property or to which such Person or
     any of its property is subject.
 
          "Responsible Officer": the chief executive officer, the president, the
     chief financial officer or the treasurer of the relevant Loan Party.
 
          "Restricted Payments": as defined in Section 8.7.
 
          "Restricted Subsidiary": (a) each of the Subsidiaries designated as
     such on Schedule 5.14 attached hereto and (b) any other Subsidiary of the
     Borrower or another Restricted Subsidiary organized under the laws of any
     state of the United States or the District of Columbia which has been
     designated as a Restricted Subsidiary in accordance with Section 8.6,
     unless and until designated as an Unrestricted Subsidiary pursuant to
     Section 8.6; provided that not less than one hundred percent (100%) of the
     voting control thereof and not less than one hundred percent (100%) of the
     overall economic equity therein, at the time of which any determination is
     being made, is owned, directly or indirectly, beneficially and of record by
     the Borrower.
 
          "Scotiabank": The Bank of Nova Scotia.
 
          "Security Agreement": the Security Agreement to be executed and
     delivered by the Borrower, substantially in the form of Exhibit G hereto,
     as the same may be amended, supplemented or otherwise modified from time to
     time.
 
          "Security Documents": the collective reference to the Pledge
     Agreements, the Security Agreement and any other security documents
     hereafter delivered to the Administrative Agent granting a Lien on any
     asset or assets of any Person to secure the obligations and liabilities of
     the Borrower hereunder and under any of the other Loan Documents or to
     secure any guarantee of any such obligations and liabilities.
 
          "Single Employer Plan": any Plan which is covered by Title IV of
     ERISA, but which is not a Multiemployer Plan.
 
          "Solvent": when used with respect to any Person, means that, as of any
     date of determination, (a) the amount of the "fair value" or "present fair
     saleable value" of the assets of such Person will, as of such date, exceed
     the amount of all "liabilities of such Person, contingent or otherwise", as
     of such date, as such quoted terms are determined in accordance with
     applicable federal and state laws governing determinations of the
     insolvency of debtors, (b) the fair value or present fair saleable value of
     the assets of such Person will, as of such date, be greater than the amount
     that will be required to pay the liability of such Person on its debts as
     such debts become absolute and matured, (c) such Person will not have, as
     of such date, an unreasonably small amount of capital with which to conduct
     its business, and (d) such Person will be able to pay its debts as they
     mature. For purposes of this definition,
 
                                       17
<PAGE>   24
 
     (i) "debt" means liability on a "claim", (ii) "claim" means any (x) right
     to payment, whether or not such a right is reduced to judgment, liquidated,
     unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
     legal, equitable, secured or unsecured or (y) right to an equitable remedy
     for breach of performance if such breach gives rise to a right to payment,
     whether or not such right to an equitable remedy is reduced to judgment,
     fixed, contingent, matured or unmatured, disputed, undisputed, secured or
     unsecured and (iii) unliquidated, contingent, disputed and unmatured claims
     shall be valued at the amount that can be reasonably expected to be actual
     and matured.
 
          "Specified Percentage": at any time, as to any Lender, the percentage
     of the Total Commitment then constituted by such Lender's Commitment.
 
          "Subsidiary": as to any Person, a corporation, partnership or other
     entity of which shares of stock or other ownership interests having
     ordinary voting power (other than stock or such other ownership interests
     having such power only by reason of the happening of a contingency) to
     elect a majority of the board of directors (or Persons holding equivalent
     positions) of such corporation, partnership or other entity are at the time
     owned, or the management and policies of which are otherwise ultimately
     controlled, directly or indirectly through one or more intermediaries, or
     both, by such Person. Unless otherwise qualified, all references to a
     "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a
     Subsidiary or Subsidiaries of the Borrower.
 
          "Syndication Agent": as defined in the preamble hereto.
 
          "Tax Sharing Agreement": that certain Jones Intercable, Inc. and its
     Qualifying Subsidiaries Income Tax Sharing Agreement, dated as of October
     31, 1995, among the Parent and certain of its Subsidiaries, including
     without limitation the Borrower.
 
          "Termination Date": the earlier of (i) December 31, 2004, (ii) the
     date the Lenders' Commitments to lend under this Agreement are otherwise
     cancelled or terminated and (iii) the date any Note shall become due and
     payable, whether at stated maturity, by acceleration or otherwise.
 
          "Three Month Cash Flow": for a Person or group of Persons or the
     assets of any Person as the context requires that portion of Operating Cash
     Flow derived from or produced by such Person, Persons or assets for the
     three-month period ending on the last day of the month immediately
     preceding the date of designation, transfer, sale or exchange of such
     Person, Persons or assets or, in the case of the Borrower and the
     Restricted Subsidiaries, immediately prior to the date of determination
     thereof.
 
          "Total Available Commitment": the sum of the Available Commitments of
     all the Lenders.
 
                                       18
<PAGE>   25
 
          "Total Commitment": the sum of the Commitments (in each case, as the
     same may be increased, reduced or otherwise adjusted from time to time as
     provided herein) not to exceed $500,000,000.
 
          "Total Debt": for the Borrower and the Restricted Subsidiaries as of
     any date, without duplication, the sum of (a) Indebtedness outstanding on
     such date excluding any Intercompany Subordinated Debt, (b) Capital Lease
     Obligations outstanding on such date and (c) Guarantee Obligations,
     determined on a consolidated basis in accordance with GAAP.
 
          "Total Extensions of Credit": at any time, the sum of the Aggregate
     Outstandings of Credit of each Lender at such time.
 
          "Tranche": the collective reference to Eurodollar Loans made by the
     Lenders, the then current Interest Periods of which begin on the same date
     and end on the same later date (whether or not such Loans shall originally
     have been made on the same day).
 
          "Transferee": as defined in Section 12.6(i).
 
          "Type": as to any Loan, its nature as an ABR Loan or a Eurodollar
     Loan.
 
          "Unavailable Commitment": as defined in Section 2.4.
 
          "Uniform Customs": the Uniform Customs and Practice for Documentary
     Credits (1993 Revision), International Chamber of Commerce Publication No.
     500, as the same may be amended from time to time.
 
          "Unrestricted Subsidiary": (a) any Subsidiary that is not designated
     as a Restricted Subsidiary or that is designated as an Unrestricted
     Subsidiary in accordance with the terms hereof and (b) any Subsidiary of
     such designated Subsidiary, provided, that (i) at no time shall any
     creditor of any such Subsidiary have any claim (whether pursuant to a
     Guarantee Obligation or otherwise) against the Borrower or any of its other
     Subsidiaries (other than another Unrestricted Subsidiary) in respect of any
     Indebtedness or other obligation of any such Subsidiary; (ii) neither the
     Borrower nor any of its Subsidiaries (other than another Unrestricted
     Subsidiary) shall become a general partner of any such Subsidiary; (iii) no
     default with respect to any Indebtedness of any such Subsidiary (including
     any right which the holders thereof may have to take enforcement action
     against any such Subsidiary) shall permit (upon notice, lapse of time or
     both) any holder of any Indebtedness of the Borrower or its other
     Subsidiaries (other than another Unrestricted Subsidiary) to declare a
     default on such other Indebtedness or cause the payment thereof to be
     accelerated or payable prior to its final scheduled maturity; (iv) no such
     Subsidiary shall own any Capital Stock of, or own or hold any Lien on any
     property of, the Borrower or any other Subsidiary of the Borrower (other
     than another Unrestricted Subsidiary); (v) no Investments may be made in
     any such
 
                                       19
<PAGE>   26
 
     Subsidiary by the Borrower or any of its Subsidiaries (other than another
     Unrestricted Subsidiary); and (vi) at the time of such designation, no
     Default or Event of Default shall have occurred and be continuing or would
     result therefrom. It is understood that the Unrestricted Subsidiaries shall
     be disregarded for the purposes of any calculation pursuant to this
     Agreement relating to financial matters with respect to the Borrower.
 
          "Unrestricted Subsidiary Designation": as defined in Section 8.6.
 
          "Wholly Owned Subsidiary": as to any Person, any other Person at least
     100% of the Capital Stock of which (other than directors' qualifying shares
     required by law) is owned by such Person directly or indirectly through one
     or more other Wholly Owned Subsidiaries.
 
     1.2 Other Definitional Provisions. (a) Unless otherwise specified therein,
all terms defined in this Agreement shall have the defined meanings when used in
any other Loan Document or any certificate or other document made or delivered
pursuant hereto or thereto.
 
     (b) Unless otherwise specified herein, all accounting terms used herein
(and in any other Loan Document and any certificate or other document made or
delivered pursuant hereto or thereto) shall be interpreted, all accounting
determinations shall be made, and all financial statements required to be
delivered hereunder shall be prepared, in accordance with GAAP as in effect from
time to time; provided, however, that if the Borrower notifies the
Administrative Agent that the Borrower wishes to amend any covenant in Section 8
to eliminate the effect of any change in GAAP on the operation of such covenant
(or if the Administrative Agent notifies the Borrower that the Majority Lenders
wish to amend Section 8 for such purpose), then compliance with such covenant
shall be determined on the basis of GAAP in effect immediately before the
relevant change in GAAP became effective, until either such notice is withdrawn
or such covenant is amended in a manner satisfactory to the Borrower and the
Majority Lenders.
 
     (c) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and Section, Schedule and
Exhibit references are to this Agreement unless otherwise specified.
 
     (d) The meanings given to terms defined herein shall be equally applicable
to both the singular and plural forms of such terms.
 
     (e) References in this Agreement or any other Loan Document to knowledge by
the Borrower or any Restricted Subsidiary of events or circumstances shall be
deemed to refer to events or circumstances of which any Responsible Officer has
actual knowledge or reasonably should have knowledge.
 
     (f) References in this Agreement or any other Loan Document to financial
statements shall be deemed to include all related schedules and notes thereto.
 
                                       20
<PAGE>   27
 
                   SECTION 2. AMOUNT AND TERMS OF COMMITMENTS
 
     2.1 Commitments. (a) Subject to and in reliance upon the terms, conditions,
representations and warranties contained in the Loan Documents, each Lender
severally agrees to make revolving credit Loans to the Borrower from time to
time until the Termination Date, provided that in no event shall the Aggregate
Outstandings of Credit of any Lender at any time exceed such Lender's Available
Commitment. Until the Termination Date, the Borrower may use the Available
Commitments by borrowing, prepaying the Loans in whole or in part, and
reborrowing, all in accordance with the terms and conditions hereof.
 
     (b) The Loans may from time to time be (i) Eurodollar Loans, (ii) ABR Loans
or (iii) a combination thereof, as determined by the Borrower and notified to
the Administrative Agent in accordance with Sections 2.3 and 4.5, provided that
no Loan shall be made as a Eurodollar Loan after the day that is one month prior
to the Termination Date.
 
     2.2 Notes. In order to evidence the Loans, the Borrower will execute and
deliver to each Lender a promissory note substantially in the form of Exhibit H,
with appropriate insertions as to payee, date and principal amount (each, as
amended, supplemented, replaced or otherwise modified from time to time, a
"Note"), payable to the order of each Lender and in a principal amount equal to
each such Lender's Commitment. Each Note shall (x) be dated the Effective Date
or the date of any reissuance of such Note, (y) be stated to mature on the
Termination Date and (z) provide for the payment of interest in accordance with
Section 4.1.
 
     2.3 Procedure for Borrowing. Subject to the terms and conditions contained
in the Loan Documents, the Borrower may borrow under the Available Commitments,
prior to the Termination Date, on any Business Day by delivery to the
Administrative Agent of an irrevocable notice substantially in the form of
Exhibit I-1 (a "Notice of Borrowing"). A Notice of Borrowing must be received by
the Administrative Agent prior to 11:00 A.M., Dallas, Texas time, (a) three
Business Days prior to the requested Borrowing Date, if all or any part of the
requested Loans are to be initially Eurodollar Loans, or (b) on the requested
Borrowing Date. A Notice of Borrowing shall specify (i) the amount to be
borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to
be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the
borrowing is to be entirely or partly of Eurodollar Loans, the respective
amounts of each Tranche and the respective lengths of the initial Interest
Periods therefor. Each borrowing under the Total Available Commitment shall be
in an amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole
multiple of $1,000,000 in excess thereof (or, if the then Total Available
Commitment is less than $5,000,000, such lesser amount) and (y) in the case of
Eurodollar Loans, $5,000,000 or a whole multiple of $1,000,000 in excess
thereof. Upon receipt of any such Notice of Borrowing from the Borrower, the
Administrative Agent shall promptly notify each Lender thereof. Each such Lender
will make the amount of its pro rata share of each borrowing available to the
Administrative Agent for the account of the Borrower at the office of the
Administrative Agent specified in Section 12.2 prior to 1:00 P.M., Dallas, Texas
time, on the Borrowing Date requested by the Borrower in funds immediately
available to the Administrative Agent. Such borrowing will then be made
available to
 
                                       21
<PAGE>   28
 
the Borrower by the Administrative Agent crediting the account of the Borrower
as so directed by the Borrower in a Notice of Borrowing with the aggregate of
the amounts made available to the Administrative Agent by the Lenders and in
like funds as received by the Administrative Agent.
 
     2.4 Unavailable Commitment. On the Effective Date, the Borrower may give
the Administrative Agent notice designating (a "Designation Notice") up to a
maximum principal amount of $200,000,000 of the Total Commitment, in increments
of $25,000,000, as being unavailable for borrowing (the total of all such
designated amounts at any time being herein referred to as the "Unavailable
Commitment"). In no event may the Borrower designate an amount as unavailable
for borrowing after the Effective Date or if, after giving effect to the
applicable Designation Notice, the Aggregate Outstandings of Credit of all the
Lenders would exceed the Total Available Commitment. At any time until the date
which is the second anniversary of the Effective Date, the Borrower may
redesignate all or any portion of the Unavailable Commitment as available for
borrowing or the issuance of Letters of Credit by giving the Administrative
Agent notice (a "Redesignation Notice") specifying the amount, in increments of
$25,000,000, of the Unavailable Commitment which shall again be available for
borrowing. The amount so specified in the Redesignation Notice shall be
available for borrowing on the date which is three Business Days after the
Administrative Agent's receipt of such Redesignation Notice; provided, however,
that for purposes of Section 4.3 such Redesignation Notice shall be deemed to be
effective as of the date which is 90 days prior to the date of such
Redesignation Notice. Notwithstanding anything to the contrary contained herein,
on the date which is the second anniversary of the Effective Date the amounts,
if any, remaining designated as the Unavailable Commitment shall be deemed to be
available for borrowing or the issuance of Letters of Credit on such date
subject to the terms and conditions of this Agreement.
 
     2.5 Repayment of Loans. (a) The Borrower hereby unconditionally promises to
pay to the Administrative Agent for the account of each Lender, (i) the then
unpaid principal amount of each Loan of such Lender, on the Termination Date (or
such earlier date on which the Loans become due and payable pursuant to Section
9) and (ii) the amounts specified in Section 4.2, on the dates specified in
Section 4.2. The Borrower hereby further agrees to pay interest on the unpaid
principal amount of the Loans from time to time outstanding from the date hereof
until payment in full thereof at the rates per annum, and on the dates, set
forth in Section 4.1.
 
     (b) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing indebtedness of the Borrower to such Lender
resulting from each Loan of such Lender from time to time, including the amounts
of principal and interest payable and paid to such Lender from time to time
under this Agreement.
 
     (c) The Administrative Agent shall maintain the Register pursuant to
Section 12.6(g), and a subaccount therein for each Lender, in which shall be
recorded (i) the amount of each Loan made hereunder, the Type thereof and each
Interest Period, if any, applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower
 
                                       22
<PAGE>   29
 
to each Lender hereunder and (iii) both the amount of any sum received by the
Administrative Agent hereunder from the Borrower and each Lender's share
thereof.
 
     (d) The entries made in the Register and the accounts of each Lender
maintained pursuant to Section 12.6(g) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded; provided, however, that the
failure of any Lender or the Administrative Agent to maintain the Register or
any such account, or any error therein, shall not in any manner affect the
obligation of the Borrower to repay (with applicable interest) the Loans made to
the Borrower by such Lender in accordance with the terms of this Agreement.
 
                          SECTION 3. LETTERS OF CREDIT
 
     3.1 L/C Commitment. (a) Subject to the terms and conditions hereof, Issuing
Lender, in reliance on the agreements of the other Lenders set forth in Section
3.4(a), agrees to issue letters of credit ("Letters of Credit") for the account
of the Borrower on any Business Day in such form as may be approved from time to
time by such Issuing Lender; provided that Issuing Lender shall not issue any
Letter of Credit if, after giving effect to such issuance, either (i) the L/C
Obligations would exceed the lesser of (x) $30,000,000 or (y) the Total
Available Commitment or (ii) the Aggregate Outstandings of Credit of all the
Lenders would exceed the Total Available Commitment. Each Letter of Credit shall
(i) be denominated in Dollars and shall be either (x) a standby letter of credit
issued for the account of the Borrower, which finances the working capital and
business needs of the Borrower and/or the Subsidiaries of the Borrower,
including, without limitation, good faith deposits in connection with permitted
acquisitions by the Borrower and/or the Subsidiaries of the Borrower, or (y) a
commercial letter of credit issued for the account of the Borrower in respect of
the purchase of goods or services by the Borrower and/or any of the Subsidiaries
of the Borrower and (ii) expire no later than the earlier of (x) the Termination
Date and (y) the date which is 12 months after its date of issuance.
 
     (b) Each Letter of Credit shall be subject to the Uniform Customs and, to
the extent not inconsistent therewith, the laws of the State of Texas.
 
     (c) The Issuing Lender shall not at any time be obligated to issue any
Letter of Credit hereunder if such issuance would conflict with, or cause the
Issuing Lender or any other Lender to exceed any limits imposed by, any
applicable Requirement of Law.
 
     3.2 Procedure for Issuance of Letters of Credit. The Borrower may from time
to time request that the Issuing Lender issue a Letter of Credit by delivering
to the Issuing Lender, at its address for notices specified herein, an
Application therefor, completed to the reasonable satisfaction of the Issuing
Lender, and such other certificates, documents and other papers and information
as the Issuing Lender may reasonably request. Upon receipt of any Application,
the Issuing Lender will process such Application and the certificates, documents
and other papers and information delivered to it in connection therewith in
accordance with its customary procedures and
 
                                       23
<PAGE>   30
 
shall promptly issue the Letter of Credit requested thereby (but in no event
shall the Issuing Lender be required to issue any Letter of Credit earlier than
three Business Days after its receipt of the Application therefor and all such
other certificates, documents and other papers and information relating thereto)
by issuing the original of such Letter of Credit to the beneficiary thereof or
as otherwise may be agreed by the Issuing Lender and the Borrower. The Issuing
Lender shall furnish a copy of such Letter of Credit to the Borrower promptly
following the issuance thereof.
 
     3.3 Fees, Commissions and Other Charges. (a) The Borrower shall pay to the
Administrative Agent, for the account of each Lender, a letter of credit fee
with respect to each Letter of Credit, computed for the period from and
including the date of issuance of such Letter of Credit to the date such Letter
of Credit is no longer outstanding, computed at a percentage rate per annum
equal to the Applicable Margin from time to time applicable to Loans bearing
interest at the Eurodollar Rate, calculated on the basis of a 360-day year, of
the aggregate average daily amount available to be drawn under such Letter of
Credit for the period as to which payment of such fee is made, payable on each
L/C Fee Payment Date to occur while such Letter of Credit remains outstanding
and on the date such Letter of Credit expires, is cancelled or is drawn upon.
Such fee shall be nonrefundable.
 
     (b) In addition to the foregoing fees, the Borrower shall pay to the
Issuing Lender the fees set forth in the NationsBank Fee Letter.
 
     (c) The Administrative Agent shall, promptly following its receipt thereof,
distribute to each Lender all fees received by the Administrative Agent for each
such Lender's account pursuant to this Section.
 
     3.4 L/C Participations. (a) The Issuing Lender irrevocably agrees to grant
and hereby grants to each Lender, and, to induce the Issuing Lender to issue
Letters of Credit hereunder, each Lender irrevocably agrees to accept and
purchase and hereby accepts and purchases from the Issuing Lender, on the terms
and conditions hereinafter stated, for such Lender's own account and risk an
undivided interest equal to such Lender's Specified Percentage in the Issuing
Lender's obligations and rights under each Letter of Credit issued by the
Issuing Lender and the amount of each draft paid by the Issuing Lender
thereunder. Each Lender unconditionally and irrevocably agrees with the Issuing
Lender that, if a draft is paid under any Letter of Credit issued by the Issuing
Lender for which the Issuing Lender is not reimbursed in full by the Borrower in
accordance with Section 3.5(a), such Lender shall pay to the Issuing Lender upon
demand at the Issuing Lender's address for notices specified herein an amount
equal to such Lender's Specified Percentage of the amount of such draft, or any
part thereof, which is not so reimbursed.
 
     (b) If any amount required to be paid by any Lender to the Issuing Lender
pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment
made by the Issuing Lender under any Letter of Credit is paid to the Issuing
Lender within three Business Days after the date such payment is due, such
Lender shall pay to the Issuing Lender on demand an amount equal to the product
of (i) such amount, times (ii) the daily average Federal Funds Effective
 
                                       24
<PAGE>   31
 
Rate during the period from and including the date such payment is required to
the date on which such payment is immediately available to the Issuing Lender,
times (iii) a fraction the numerator of which is the number of days that elapse
during such period and the denominator of which is 360. If any such amount
required to be paid by any Lender pursuant to Section 3.4(a) is not in fact made
available to the Issuing Lender by such Lender within three Business Days after
the date such payment is due, the Issuing Lender shall be entitled to recover
from such Lender, on demand, such amount with interest thereon calculated from
such due date at a rate per annum equal to the ABR plus the Applicable Margin. A
certificate of the Issuing Lender submitted to any Lender with respect to any
amounts owing under this Section shall be conclusive in the absence of manifest
error.
 
     (c) Whenever, at any time after the Issuing Lender has made payment under
any Letter of Credit and has received from any Lender its pro rata share of such
payment in accordance with Section 3.4(a), the Issuing Lender receives any
payment related to such Letter of Credit (whether directly from the Borrower or
otherwise, including proceeds of Collateral applied thereto by the Issuing
Lender), or any payment of interest on account thereof, the Issuing Lender will,
if such payment is received prior to 1:00 p.m., Dallas, Texas time, on a
Business Day, distribute to such Lender its pro rata share thereof on the same
Business Day or if received later than 1:00 p.m. on the next succeeding Business
Day; provided, however, that in the event that any such payment received by the
Issuing Lender shall be required to be returned by the Issuing Lender, such
Lender shall return to the Issuing Lender the portion thereof previously
distributed by the Issuing Lender to it.
 
     (d) Notwithstanding anything to the contrary in this Agreement, each
Lender's obligation to make the Loans referred to in Section 3.5(b) and to
purchase and fund participating interests pursuant to Section 3.4(a) shall be
absolute and unconditional and shall not be affected by any circumstance,
including, without limitation, (i) any setoff, counterclaim, recoupment, defense
or other right which such Lender or the Borrower may have against the Issuing
Lender, the Borrower or any other Person for any reason whatsoever; (ii) the
occurrence or continuance of a Default or an Event of Default or the failure to
satisfy any of the other conditions specified in Section 6; (iii) any adverse
change in the condition (financial or otherwise) of any Loan Party; (iv) any
breach of this Agreement or any other Loan Document by any Loan Party or any
Lender; or (v) any other circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing.
 
     3.5 Reimbursement Obligation of the Borrower. (a) The Borrower agrees to
reimburse the Issuing Lender (it being understood that such reimbursement shall
be effected by means of a borrowing of Loans unless the Managing Agents shall
determine in their sole discretion that such Loans may not be made for such
purpose as a result of a Default or Event of Default pursuant to Section 9(f)),
upon receipt of notice from the Issuing Lender of the date and amount of a draft
presented under any Letter of Credit and paid by the Issuing Lender, for the
amount of (i) such draft so paid and (ii) any taxes, fees, charges or other
costs or expenses incurred by the Issuing Lender in connection with such
payment. Each such payment shall be made to the Issuing Lender, at its address
for notices specified herein in Dollars and in immediately available funds, on
the date
 
                                       25
<PAGE>   32
 
on which the Borrower receives such notice, if received prior to 11:00 A.M.,
Dallas, Texas time, on a Business Day and otherwise on the next succeeding
Business Day,
 
     (b) Interest shall be payable on any and all amounts remaining unpaid by
the Borrower under this Section 3.5, (i) from the date the draft presented under
the affected Letter of Credit is paid to the date on which the Borrower is
required to pay such amounts pursuant to paragraph (a) above at a rate per annum
equal to the ABR plus the Applicable Margin and (ii) thereafter until payment in
full at the rate which would be payable on any Loans which were then overdue.
Except as otherwise specified in Section 3.5(a), each drawing under any Letter
of Credit shall constitute a request by the Borrower to the Administrative Agent
for a borrowing of Loans that are ABR Loans pursuant to Section 2.3 in the
amount of such drawing. The Borrowing Date with respect to such borrowing shall
be the date of payment of such drawing and the proceeds of such Loans shall be
applied by the Administrative Agent to reimburse the Issuing Lender for the
amounts paid under such Letter of Credit.
 
     3.6 Obligations Absolute. Subject to the penultimate sentence of this
Section 3.6, the Borrower's obligations under this Section 3 shall be absolute
and unconditional under any and all circumstances and irrespective of any
set-off, counterclaim or defense to payment which the Borrower may have or have
had against the Issuing Lender, any Lender or any beneficiary of a Letter of
Credit. The Borrower also agrees with the Issuing Lender that the Issuing Lender
and the Lenders shall not be responsible for, and the Borrower's Reimbursement
Obligations under Section 3.5(a) shall not be affected by, among other things,
(i) the validity or genuineness of documents or of any endorsements thereon,
even though such documents shall in fact prove to be invalid, fraudulent or
forged, or (ii) any dispute between or among the Borrower and any beneficiary of
any Letter of Credit or any other party to which such Letter of Credit may be
transferred or (iii) any claims whatsoever of the Borrower against any
beneficiary of such Letter of Credit or any such transferee. The Issuing Lender
and the Lenders shall not be liable for any error, omission, interruption or
delay in transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors or
omissions caused by such Person's gross negligence or willful misconduct. The
Borrower agrees that any action taken or omitted by the Issuing Lender under or
in connection with any Letter of Credit or the related drafts or documents, if
done in the absence of gross negligence or willful misconduct and in accordance
with the standards of care specified in the Uniform Commercial Code of the State
of Texas, shall be binding on the Borrower and shall not result in any liability
of either the Issuing Lender or any Lender to the Borrower.
 
     3.7 Letter of Credit Payments. If any draft shall be presented for payment
under any Letter of Credit, the Issuing Lender shall promptly notify the
Borrower and the Lenders of the date and amount thereof. Subject to Section 3.6,
the responsibility of the Issuing Lender to the Borrower in connection with any
draft presented for payment under any Letter of Credit shall, in addition to any
payment obligation expressly provided for in such Letter of Credit, be limited
to determining that the documents (including each draft) delivered under such
Letter of Credit in connection with such presentment appear on their face to be
in conformity with such Letter of Credit.
 
                                       26
<PAGE>   33
 
     3.8 Application. To the extent that any provision of any Application
related to any Letter of Credit is inconsistent with the provisions of this
Agreement, the provisions of this Agreement shall apply.
 
                  SECTION 4. GENERAL PROVISIONS APPLICABLE TO
                          LOANS AND LETTERS OF CREDIT
 
     4.1 Interest Rates and Payment Dates. (a) Each Eurodollar Loan shall bear
interest for each day during each Interest Period with respect thereto at a rate
per annum equal to the Eurodollar Rate determined for such day plus the
Applicable Margin in effect for such day.
 
     (b) Each ABR Loan shall bear interest for each day that it is outstanding
at a rate per annum equal to the ABR for such day plus the Applicable Margin in
effect for such day.
 
     (c) (i) After the occurrence and during the continuance of an Event of
Default, all Loans and Reimbursement Obligations shall bear interest at a rate
per annum which is equal to (x) in the case of the Loans, the rate that would
otherwise be applicable thereto pursuant to the foregoing provisions of this
Section 4.1 plus 2% or (y) in the case of Reimbursement Obligations, at a rate
per annum equal to the ABR plus the Applicable Margin plus 2% and (ii) if all or
a portion of any interest payable on any Loan or Reimbursement Obligation or any
commitment fee or other amount payable hereunder shall not be paid when due
(whether at the stated maturity, by acceleration or otherwise), such overdue
amount shall bear interest at a rate per annum equal to ABR plus the Applicable
Margin plus 2%, in each case, with respect to clauses (i) and (ii) above, from
the date of such non-payment until such amount is paid in full (as well after as
before judgment).
 
     (d) Interest shall be payable in arrears on each Interest Payment Date,
provided that interest accruing pursuant to paragraph (c) of this Section shall
be payable from time to time on demand.
 
     4.2 Optional and Mandatory Commitment Reductions and Prepayments. (a) The
Borrower may at any time and from time to time prepay the Loans, in whole or in
part, without premium or penalty (it being understood that amounts payable
pursuant to Section 4.11 do not constitute premium or penalty), upon at least
three Business Days' irrevocable notice to the Administrative Agent (in the case
of Eurodollar Loans) or at least one Business Day's irrevocable notice to the
Administrative Agent (in the case of ABR Loans), specifying the date and amount
of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a
combination thereof, and, in each case if a combination thereof, the principal
amount allocable to each. Upon the receipt of any such notice the Administrative
Agent shall promptly notify each Lender thereof. If any such notice is given,
the amount specified in such notice shall be due and payable on the date
specified therein, together with (if a Eurodollar Loan is prepaid other than at
the end of the Interest Period applicable thereto) any amounts payable pursuant
to Section 4.11. Partial prepayments of
 
                                       27
<PAGE>   34
 
Loans shall be in an aggregate principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof.
 
     (b) The Borrower shall have the right, upon not less than three Business
Days' notice to the Administrative Agent (which will promptly notify the Lenders
thereof), to terminate the Total Commitment or, from time to time, to reduce the
amount of the Total Commitment; provided that (i) any such reduction of the
Total Commitment shall first be applied as a reduction in the Unavailable
Commitment until the same is eliminated and then as a reduction in the Total
Available Commitment; and (ii) no such termination or reduction of the Total
Commitment shall be permitted if, after giving effect thereto and to any
prepayments of the Loans made on the effective date thereof, the sum of the
Aggregate Outstanding Extensions of Credit of all the Lenders would exceed the
aggregate Total Available Commitment then in effect. Any such reduction shall be
in a minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess
thereof and shall reduce permanently the Total Commitment then in effect.
 
     (c) On the last Business Day of each March, June, September and December,
commencing March 31, 1999, through the Termination Date, the Total Commitment
shall automatically and permanently be reduced by the percentage (the "Quarterly
Percentage Reduction") of the original Total Commitment, as set forth below.
Notwithstanding anything contained in this Agreement to the contrary, on the
Termination Date the Total Commitment shall automatically reduce to zero.
 
<TABLE>
<CAPTION>
                                                               QUARTERLY      TOTAL PERCENTAGE
CALENDAR                                                       PERCENTAGE     REDUCTION FOR THE
  YEAR                                                         REDUCTION        CALENDAR YEAR
--------                                                       ----------     -----------------
<S>                                                            <C>            <C>
 1999..........................................................  1.875%              7.50%
 2000..........................................................  3.750%             15.00%
 2001..........................................................  4.375%             17.50%
 2002..........................................................  5.000%             20.00%
 2003..........................................................  5.000%             20.00%
 2004..........................................................  5.000%             20.00%
</TABLE>
 
     (d) If at any time the sum of the Aggregate Outstanding Extensions of
Credit of all the Lenders exceeds the Total Available Commitment then in effect,
the Borrower shall, without notice or demand, immediately repay the Loans in an
aggregate principal amount equal to such excess, together with interest accrued
to the date of such payment or repayment and any amounts payable under Section
4.11. To the extent that, after giving effect to any prepayment of the Loans
required by the preceding sentence, the sum of the Aggregate Outstanding
Extensions of Credit of
 
                                       28
<PAGE>   35
 
all the Lenders still exceeds the Total Available Commitment then in effect, the
Borrower shall, without notice or demand, immediately cash collateralize the
then outstanding L/C Obligations in an amount equal to such excess upon terms
reasonably satisfactory to the Administrative Agent.
 
     (e) In the case of any reduction of the Total Commitment the Borrower
shall, if applicable, comply with the requirements of Section 4.2(d). Each
repayment of the Loans under this Section 4.2 shall be accompanied by accrued
interest to the date of such repayment on the amount repaid. Any amounts
deposited in any cash collateral account established pursuant to this Section
4.2 shall be invested in Cash Equivalents having a one-day maturity or such
other Cash Equivalents as shall be acceptable to the Administrative Agent and
the Borrower.
 
     4.3 Commitment Fees. etc. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender, a commitment fee, on the
average daily amount of the unutilized Available Commitment and on the
Unavailable Commitment computed at a rate per annum based on the Leverage Ratio
in effect for the fiscal quarter preceding the payment date, determined as
follows:
 
<TABLE>
<CAPTION>
 LEVERAGE                                                         AVAILABLE    UNAVAILABLE
   RATIO                                                          COMMITMENT   COMMITMENT
-----------                                                       ----------   ----------
<S>                                                               <C>          <C>
>5.00:1.00........................................................   0.375%      0.1875%
<5.00:1.00........................................................   0.250%      0.1875%
</TABLE>
 
For purposes of calculating the commitment fee due hereunder, the Leverage Ratio
shall be determined as at the end of each of the first three quarterly periods
of each fiscal year of the Borrower and as at the end of each fiscal year of the
Borrower, based on the relevant financial statements delivered pursuant to
Section 7. 1 (a) or (b) and the Compliance Certificate delivered pursuant to
Section 7.2(b); changes in the Leverage Ratio shall become effective on the date
which is the earlier of (i) two Business Days after the date the Administrative
Agent receives such financial statements and the corresponding Compliance
Certificate and (ii) the 60th day after the end of each of the first three
quarterly periods of each fiscal year or the 120th day after the end of each
fiscal year, as the case may be, and shall remain in effect until the next
change to be effected pursuant to this Section 4.3; provided, that (a) until the
first such financial statements and Compliance Certificate are delivered after
the date hereof, the Applicable Margin shall be determined by reference to the
Leverage Ratio set forth in the Closing Certificate delivered to the
Administrative Agent pursuant to Section 6.1(b), and (b) if any financial
statements or the Compliance Certificate referred to above are not delivered
within the time periods specified above, then, for the period from and including
the date on which such financial statements and Compliance Certificate are
required to be delivered until the date on which such financial statements and
Compliance Certificate are delivered, then the Leverage Ratio as at the end of
the fiscal period that would have been covered thereby shall be deemed to be
greater than 5.00 to 1.00.
 
                                       29
<PAGE>   36
 
Such commitment fee shall be payable quarterly in arrears on the last Business
Day of each March, June, September and December and on the date on which all of
the Commitments shall have terminated.
 
     (b) The Borrower shall pay (without duplication of any fee payable under
Section 4.3(a)) to the Managing Agents, for their respective accounts, the fees
in the amounts and on the dates agreed to in the Managing Agents Fee Letter.
 
     4.4 Computation of Interest and Fees. (a) Interest based on the Eurodollar
Rate and fees shall be calculated on the basis of a 360-day year for the actual
days elapsed; and interest based on the ABR shall be calculated on the basis of
a 365- (or 366-, as the case may be) day year for the actual days elapsed. The
Administrative Agent shall as soon as practicable notify the Borrower and the
Lenders of each determination of a Eurodollar Rate. Any change in the interest
rate on a Loan resulting from a change in the ABR or the Eurocurrency Reserve
Requirements shall become effective as of the opening of business on the day on
which such change becomes effective. The Administrative Agent shall as soon as
practicable notify the Borrower and the Lenders of the effective date and the
amount of each such change in interest rate.
 
     (b) Each determination of an interest rate by the Administrative Agent
pursuant to any provision of this Agreement shall be conclusive and binding on
the Borrower and the Lenders in the absence of manifest error. The
Administrative Agent shall, at the request of the Borrower; deliver to the
Borrower a statement showing in reasonable detail the calculations used by the
Administrative Agent in determining any interest rate pursuant to Section 4.1
(a).
 
     4.5 Conversion and Continuation Options. (a) The Borrower may elect from
time to time to convert Eurodollar Loans to ABR Loans by giving the
Administrative Agent an irrevocable notice substantially in the form of Exhibit
I-2 (a "Notice of Conversion/Continuation"), at least one Business Day prior to
such election, provided that any such conversion of Eurodollar Loans may only be
made on the last day of an Interest Period with respect thereto. The Borrower
may elect from time to time to convert ABR Loans to Eurodollar Loans or to
continue Eurodollar Loans as Eurodollar Loans by giving the Administrative Agent
a Notice of Conversion/Continuation at least three Business Days prior to such
election. Any such Notice of Conversion/Continuation to Eurodollar Loans shall
specify the length of the initial Interest Period or Interest Periods therefor.
Upon receipt of any such Notice of Conversion/Continuation the Administrative
Agent shall promptly notify each Lender thereof. All or any part of outstanding
Eurodollar Loans and ABR Loans may be converted as provided herein, provided
that (i) no Loan may be converted into a Eurodollar Loan when any Event of
Default has occurred and is continuing and (ii) no Loan may be converted into a
Eurodollar Loan if the Interest Period selected therefor would expire after the
Termination Date.
 
                                       30
<PAGE>   37
 
     (b) Any Eurodollar Loans may be continued as such upon the expiration of
the then current Interest Period with respect thereto by the Borrower giving
irrevocable notice to the Administrative Agent, of the length of the next
Interest Period to be applicable to such Loans, determined in accordance with
the applicable provisions of the term "Interest Period" set forth in Section
1.1, provided that no Eurodollar Loan may be continued as such (i) when any
Event of Default has occurred and is continuing or (ii) after the date that is
one month prior to the Termination Date, and provided, further, that if the
Borrower shall fail to give any required notice as described above in this
paragraph or if such continuation is not permitted pursuant to the preceding
proviso such Loans shall be automatically converted to ABR Loans on the last day
of such then expiring Interest Period. Upon receipt of any such notice of
continuation pursuant to this Section 4.5(b), the Administrative Agent shall
promptly notify each Lender thereof.
 
     4.6 Minimum Amounts of Tranches. All borrowings, conversions, continuations
and payments of Loans hereunder and all selections of Interest Periods hereunder
shall be in such amounts and be made pursuant to such elections so that, after
giving effect thereto, the aggregate principal amount of the Eurodollar Loans
comprising each Tranche shall be equal to $5,000,000 or a whole multiple of $
1,000,000 in excess thereof. In no event shall there be more than six Tranches
outstanding at any time.
 
     4.7 Inability to Determine Interest Rate. If prior to the first day of any
Interest Period:
 
          (a) the Administrative Agent shall have determined (which
     determination shall be conclusive and binding upon the Borrower) that, by
     reason of circumstances affecting the relevant market, adequate and
     reasonable means do not exist for ascertaining the Eurodollar Rate for such
     Interest Period; or
 
          (b) the Administrative Agent shall have received notice from the
     Majority Lenders that the Eurodollar Rate determined or to be determined
     for such Interest Period will not adequately and fairly reflect the cost to
     such Lenders (as conclusively certified by such Lenders) of making or
     maintaining their affected Loans during such Interest Period,
 
the Administrative Agent shall give facsimile notice thereof to the Borrower and
the Lenders as soon as practicable thereafter. If such notice is given (x) any
Eurodollar Loans requested to be made on the first day of such Interest Period
shall be made as ABR Loans, (y) any Loans that were to have been converted on
the first day of such Interest Period to Eurodollar Loans shall be continued as
ABR Loans and (z) any outstanding Eurodollar Loans shall be converted, on the
first day of such Interest Period, to ABR Loans. Until such notice has been
withdrawn by the Administrative Agent or the Majority Lenders, as the case may
be, no further Eurodollar Loans shall be made or continued as such, nor shall
the Borrower have the right to convert Loans to Eurodollar Loans.
 
                                       31
<PAGE>   38
 
     4.8 Pro Rata Treatment and Payments. (a) Each borrowing of Loans hereunder
shall be made, each payment by the Borrower on account of any commitment fee
hereunder shall be allocated by the Administrative Agent, and any reduction of
the Total Commitment shall be allocated by the Administrative Agent, pro rata
according to the respective Specified Percentages of the Lenders. Each payment
(including each prepayment) by the Borrower on account of principal of and
interest on, or commitment fees related to, the Loans or Reimbursement
Obligations shall be allocated by the Administrative Agent pro rata according to
the respective Specified Percentages of such Loans and Reimbursement Obligations
then held by the Lenders. All payments (including prepayments) to be made by the
Borrower hereunder and under any Notes, whether on account of principal,
interest, fees, Reimbursement Obligations or otherwise, shall be made without
set-off or counterclaim and shall be made prior to 1:00 P.M., Dallas, Texas
time, on the due date thereof to the Administrative Agent, for the account of
the Lenders, at the Administrative Agent's office specified in Section 12.2, in
Dollars and in immediately available funds. Payments received by the
Administrative Agent after such time shall be deemed to have been received on
the next Business Day. If any payment hereunder becomes due and payable on a day
other than a Business Day, the maturity of such payment shall be extended to the
next succeeding Business Day, (and, with respect to payments of principal,
interest thereon shall be payable at the then applicable rate during such
extension) unless, with respect to payments of Eurodollar Loans only, the result
of such extension would be to extend such payment into another calendar month,
in which event such payment shall be made on the immediately preceding Business
Day.
 
     (b) Unless the Administrative Agent shall have been notified in writing by
any Lender prior to a borrowing that such Lender will not make the amount that
would constitute its share of such borrowing available to the Administrative
Agent, the Administrative Agent may assume that such Lender is making such
amount available to the Administrative Agent, and the Administrative Agent may,
in reliance upon such assumption, make available to the Borrower a corresponding
amount. If such amount is not made available to the Administrative Agent by the
required time on the Borrowing Date therefor, such Lender shall pay to the
Administrative Agent, on demand, such amount with interest thereon at a rate
equal to the daily average Federal Funds Effective Rate for the period until
such Lender makes such amount immediately available to the Administrative Agent.
A certificate of the Administrative Agent submitted to any Lender with respect
to any amounts owing under this Section 4.8 shall be conclusive in the absence
of manifest error. If such Lender's share of such borrowing is not made
available to the Administrative Agent by such Lender within three Business Days
of such Borrowing Date, the Administrative Agent shall notify the Borrower of
the failure of such Lender to make such amount available to the Administrative
Agent and the Administrative Agent shall also be entitled to recover, on demand
from the Borrower, such amount with interest thereon at a rate per annum equal
to the ABR plus the Applicable Margin in effect on the Borrowing Date.
 
     4.9 Requirements of Law. (a) If the adoption of or any change in any
Requirement of Law or in the interpretation or application thereof or compliance
by any Lender with any request or directive (whether or not having the force of
law) from any central bank or other Governmental Authority made subsequent to
the date hereof:
 
                                       32
<PAGE>   39
 
          (i) shall subject any Lender to any tax of any kind whatsoever with
     respect to this Agreement, any Note or any Eurodollar Loan made by it, or
     change the basis of taxation of payments to such Lender in respect thereof
     (except for Non-Excluded Taxes covered by Section 4.10, net income taxes
     and franchise taxes (imposed in lieu of net income taxes));
 
          (ii) shall impose, modify or hold applicable any reserve, special
     deposit, compulsory loan or similar requirement against assets held by,
     deposits or other liabilities in or for the account of, advances, loans or
     other extensions of credit by, or any other acquisition of funds by, any
     office of such Lender which is not otherwise included in the determination
     of the Eurodollar Rate; or
 
          (iii) shall impose on such Lender any other condition;
 
and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans or to reduce any amount receivable
hereunder in respect thereof, then, in any such case, the Borrower shall
promptly pay such Lender such additional amount or amounts as will compensate
such Lender for such increased cost or reduced amount receivable.
 
     (b) If any Lender shall have determined in good faith that the adoption of
or any change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder to a level below that which such Lender
or such corporation could have achieved but for such adoption, change or
compliance (taking into consideration such Lender's or such corporation's
policies with respect to capital adequacy) by an amount reasonably deemed by
such Lender to be material, then from time to time, the Borrower shall promptly
pay to such Lender such additional amount or amounts as will compensate such
Lender for such reduction.
 
     (c) If any Lender becomes entitled to claim any additional amounts pursuant
to this Section 4.9, it shall promptly deliver a certificate to the Borrower
(with a copy to the Administrative Agent), setting forth in reasonable detail an
explanation of the basis for requesting such compensation. Such certificate as
to any additional amounts payable pursuant to this Section 4.9 submitted by such
Lender to the Borrower (with a copy to the Administrative Agent) shall be
conclusive in the absence of manifest error. The Borrower shall pay each Lender
the amount shown as due on any such certificate delivered by it within 15 days
after the Borrower's receipt thereof. The agreements in this Section 4.9 shall
survive the termination of this Agreement and the payment of the Loans and all
other amounts payable hereunder.
 
                                       33
<PAGE>   40
 
     4.10 Taxes. (a) All payments made by the Borrower under this Agreement and
any Notes shall be made free and clear of, and without deduction or withholding
for or on account of, any present or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding (i) net income taxes; (ii) franchise and doing business
taxes imposed on the Administrative Agent or any Lender as a result of a present
or former connection between the Administrative Agent or such Lender and the
jurisdiction of the Governmental Authority imposing such tax or any political
subdivision or taxing authority thereof or therein (other than any such
connection arising solely from the Administrative Agent or such Lender having
executed, delivered or performed its obligations or received a payment under, or
enforced, this Agreement or any Note); (iii) any Taxes, levies, imposts,
deductions, charges or withholdings that are in effect and that would apply to a
payment to such Lender as of the Effective Date; and (iv) if any Person acquires
any interest in this Agreement or any Note pursuant to the provisions hereof,
including without limitation a participation (whether or not by operation of
law), or a foreign Lender changes the office in which the Loan is made,
accounted for or booked (any such Person or such foreign Lender in that event
being referred to as a "Tax Transferee"), any Taxes, levies, imposts,
deductions, charges or withholdings to the extent that they are in effect and
would apply to a payment to such Tax Transferee as of the date of the
acquisition of such interest or change in office, as the case may be. If any
such non-excluded taxes, levies, imposts, duties, charges, fees deductions or
withholdings ("Non-Excluded Taxes") are required to be withheld from any amounts
payable to the Administrative Agent or any Lender hereunder or under any Note,
the amounts so payable to the Administrative Agent or such Lender shall be
increased to the extent necessary to yield to the Administrative Agent or such
Lender (after payment of all Non-Excluded Taxes) interest or any such other
amounts payable hereunder at the rates or in the amounts specified in this
Agreement, provided, however, that the Borrower shall not be required to
increase any such amounts payable to any Non-U.S. Lender if such Lender fails to
comply with the requirements of paragraph (b) of this Section. Whenever any
Non-Excluded Taxes are payable by the Borrower, as promptly as possible
thereafter the Borrower shall send to the Administrative Agent for its own
account or for the account of such Lender, as the case may be, a certified copy
of an original official receipt received by the Borrower showing payment
thereof. If, when the Borrower is required by this Section 4.10(a) to pay any
Non-Excluded Taxes, the Borrower fails to pay such NonExcluded Taxes when due to
the appropriate taxing authority or fails to remit to the Administrative Agent
the required receipts or other required documentary evidence, the Borrower shall
indemnify the Administrative Agent and the Lenders for any incremental taxes,
interest or penalties that may become payable by the Administrative Agent or any
Lender as a result of any such failure.
 
     (b) Each Lender (or Transferee) that is not a citizen or resident of the
United States of America, a corporation, partnership or other entity created or
organized in or under the laws of the United States of America, or any estate or
trust that is subject to federal income taxation regardless of the source of its
income (a "Non-U.S. Lender" ) shall deliver to the Borrower and the
Administrative Agent (or, in the case of a Participant, to the Lender from which
the related participation shall have been purchased) two copies of either U.S.
Internal Revenue Service Form 1001 or Form 4224, or, in the case of a Non-U.S.
Lender claiming exemption from U.S. federal
 
                                       34
<PAGE>   41
 
withholding tax under Section 871(h) or 881(c) of the Code with respect to
payments of "portfolio interest", a Form W-8, or any subsequent versions thereof
or successors thereto (and, if such Non-U.S. Lender delivers a Form W-8, an
annual certificate representing that such Non-U.S. Lender (i) is not a "bank"
for purposes of Section 881(c) of the Code (and is not subject to regulatory or
other legal requirements as a bank in any jurisdiction, and has not been treated
as a bank in any filing with or submission made to any Governmental Authority or
rating agency), (ii) is not a 10-percent shareholder (within the meaning of
Section 871(h)(3)(B) of the Code) of the Borrower and (iii) is not a controlled
foreign corporation related to the Borrower (within the meaning of Section
864(d)(4) of the Code)), properly completed and duly executed by such Non-U.S.
Lender claiming complete exemption from, U.S. federal withholding tax on all
payments by the Borrower under this Agreement and the other Loan Documents,
along with such other additional forms as the Borrower, the Administrative Agent
(or, in the case of a Participant, the Lender from which the related
participation shall have been purchased) may reasonably request to establish the
availability of such exemption. Such forms shall be delivered by each Non-U.S.
Lender on or before the date it becomes a party to this Agreement (or, in the
case of any Participant, on or before the date such Participant purchases the
related participation). In addition, each Non-U.S. Lender shall deliver such
forms promptly upon the obsolescence or invalidity of any form previously
delivered by such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify
the Borrower at any time it determines that it is no longer in a position to
provide any previously delivered certificate to the Borrower (or any other form
of certification adopted by the U.S. taxing authorities for such purpose).
Notwithstanding any other provision of Section 4.10, a Non-U.S. Lender shall not
be required to deliver any form pursuant to this Section 4.10(b) that such
Non-U.S. Lender is not legally able to deliver, it being understood and agreed
that, in the event that a Non-U.S. Lender fails to deliver any forms otherwise
required to be delivered pursuant to this Section 4.10(b), or notifies the
Borrower that any previously delivered certificate is no longer in force, the
Borrower shall withhold such amounts as the Borrower shall reasonably determine
are required by law and shall not be required to make any additional payment
with respect thereto to the Non-U.S. Lender, unless such failure to deliver or
notify is a result of change in law subsequent to the date hereof.
 
     (c) If a Lender (or Transferee) or the Administrative Agent shall become
aware that it is entitled to receive a refund in respect of Non-Excluded Taxes
paid by the Borrower, or as to which it has been indemnified by the Borrower,
which refund in the good faith judgment of such Lender (or Transferee) is
allocable to such payment made pursuant to this Section 4.10, it shall promptly
notify the Borrower of the availability of such refund and shall, within 30 days
after receipt of a request by the Borrower, apply for such refund. If any Lender
(or Transferee) or the Administrative Agent receives a refund in respect of any
Non-Excluded Taxes paid by the Borrower, or as to which it has been indemnified
by the Borrower, which refund in the good faith judgment of such Lender (or
Transferee) is allocable to such payment made pursuant to this Section 4.10, it
shall promptly notify the Borrower of such refund and shall, within 15 days
after receipt, repay such refund to the Borrower. The agreements in this Section
4.10 shall survive the termination of this Agreement and the payment of the
Loans and all other amounts payable hereunder.
 
                                       35
<PAGE>   42
 
     4.11 Indemnity. The Borrower agrees to indemnify each Lender and to hold
each Lender harmless from any loss or expense which such Lender may sustain or
incur as a consequence of (a) default by the Borrower in making a borrowing of,
conversion into or continuation of Eurodollar Loans after the Borrower has given
a notice requesting the same in accordance with the provisions of this
Agreement, (b) default by the Borrower in making any prepayment of Eurodollar
Loans after the Borrower has given a notice thereof in accordance with the
provisions of this Agreement or (c) the making of a prepayment of Eurodollar
Loans on a day which is not the last day of an Interest Period with respect
thereto. Such indemnification may include an amount equal to the excess, if any,
of (i) the amount of interest which would have accrued on the amount so prepaid,
or not so borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to, but not
including, the last day of such Interest Period (or, in the case of a failure to
borrow, convert or continue, the Interest Period that would have commenced on
the date of such failure) in each case at the applicable rate of interest for
such Loans provided for herein over (ii) the amount of interest (as reasonably
determined by such Lender) which would have accrued to such Bank on such amount
by placing such amount on deposit for a comparable period with leading banks in
the interbank Eurodollar market. This covenant shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable
hereunder.
 
     4.12 Change of Lending Office. Each Lender agrees that if it makes any
demand for payment under Section 4.9 or 4.10(a), it will use reasonable efforts
(consistent with its internal policy and legal and regulatory restrictions and
so long as such efforts would not be disadvantageous to it, as determined in its
sole discretion) to designate a different lending office if the making of such a
designation would reduce or obviate the need for the Borrower to make payments
under Section 4.9 or 4.10(a) or would eliminate or reduce the effect of any
adoption or change described in Section 4.9.
 
                   SECTION 5. REPRESENTATIONS AND WARRANTIES
 
     To induce the Administrative Agent and the Lenders to enter into this
Agreement and to make the Loans and to issue Letters of Credit, the Borrower and
the Restricted Subsidiaries hereby represent and warrant to the Administrative
Agent and each Lender that:
 
     5.1 Financial Condition. (a) The consolidated balance sheet of the Parent
and its consolidated Subsidiaries as at May 31, 1995 and the related
consolidated statements of income and of cash flows for the fiscal year ended on
such date, reported on by Arthur Andersen L.L.P., copies of which have
heretofore been furnished to each Lender, present fairly in all material
respects the consolidated financial condition of the Parent and its consolidated
Subsidiaries as at such date, and the consolidated results of their operations
and their consolidated cash flows for the fiscal year then ended. All such
financial statements, including the related schedules and notes thereto, have
been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as approved by such accountants and as disclosed
therein). Neither the Parent, the Borrower nor any of their consolidated
Subsidiaries had, as of May 31, 1995, any material Guarantee Obligation,
 
                                       36
<PAGE>   43
 
contingent liability or liability for taxes, or any long-term lease or unusual
forward or long-term commitment, including, without limitation, any interest
rate or foreign currency swap or exchange transaction, which is not reflected in
the foregoing statements or in the schedules or notes thereto. Except as set
forth on Schedule 5.1, during the period from May 31, 1995 to and including the
date hereof there has been no sale, transfer or other disposition by the Parent
or any of its consolidated Subsidiaries of any material part of its business,
assets or property and no purchase or other acquisition of any business, assets
or property (including any Capital Stock of any other Person) material in
relation to the consolidated financial condition of the Parent and its
consolidated Subsidiaries at May 31, 1995, other than the Asset Transfer.
 
     (b) The financial statements of the Borrower and the Restricted
Subsidiaries and other information most recently delivered under Sections 7.1(a)
and (b) were prepared in accordance with GAAP and present fairly the
consolidated financial condition, results of operations, and cash flows of the
Borrower and the Restricted Subsidiaries as of, and for the portion of the
fiscal year ending on the date or dates thereof (subject in the case of interim
statements only to normal year-end audit adjustments). There were no material
liabilities, direct or indirect, fixed or contingent, of the Borrower or the
Restricted Subsidiaries as of the date or dates of such financial statements
which are not reflected therein or in the notes thereto. Except for transactions
directly related to, or specifically contemplated by, the Loan Documents, there
have been no changes in the consolidated financial condition of the Borrower or
the Restricted Subsidiaries from that shown in such financial statements after
such date which could reasonably be expected to have a Material Adverse Effect,
nor has the Borrower or any Restricted Subsidiary incurred any liability
(including, without limitation, any liability under any Environmental Law),
direct or indirect, fixed or contingent, after such date which could reasonably
be expected to have a Material Adverse Effect.
 
     5.2 No Change. Since the Effective Date there has been no development or
event which has had or could reasonably be expected to have a Material Adverse
Effect.
 
     5.3 Existence; Compliance with Law. The Borrower and each of its
Subsidiaries (a) is duly organized, validly existing and, where applicable, in
good standing under the laws of the jurisdiction of its organization, (b) has
the corporate or partnership power and authority, and the legal right, to own
and operate its property, to lease the property it operates as lessee and to
conduct the business in which it is currently engaged, (c) is duly qualified
and, where applicable, in good standing under the laws of each jurisdiction
where its ownership, lease or operation of property or the conduct of its
business requires such qualification, except where the failure to be so
qualified could not reasonably be expected to have a Material Adverse Effect,
and (d) is in compliance with all Requirements of Law except to the extent that
the failure to comply therewith could not reasonably be expected to have a
Material Adverse Effect.
 
     5.4 Power; Authorization; Enforceable Obligations. Each Loan Party and the
Parent have the power and authority, and the legal right, to make, deliver and
perform each of the Loan Documents to which it is a party and, in the case of
the Borrower, to consummate the Asset Transfer and borrow hereunder, and has
taken all necessary corporate or partnership action to
 
                                       37
<PAGE>   44
 
authorize the consummation of the Asset Transfer and the execution, delivery and
performance of each of the Loan Documents to which it is a party and, in the
case of the Borrower, to authorize the borrowings on the terms and conditions of
this Agreement. Prior to March 31, 1996, except as set forth on Schedule 5.4, no
consent or authorization of, filing with, notice to or other act by or in
respect of, any Governmental Authority or any other Person (including any
partner or shareholder of any Loan Party or any Affiliate of any Loan Party) is
required to be obtained or made by any Loan Party, the Parent or any Subsidiary
of any Loan Party in connection with the Asset Transfer other than (a) the
filings referred to in Section 6.1(k), and (b) such as have been obtained or
made and are in full force and effect; provided, that with respect to third
party approvals necessary for the Asset Transfer, Schedule 5.4 lists only the
material third party approvals required. On and after March 31, 1996, no consent
or authorization of, filing with, notice to or other act by or in respect of,
any Governmental Authority or any other Person (including any partner or
shareholder of any Loan Party or any Affiliate of any Loan Party) is required to
be obtained or made by any Loan Party, the Parent or any Subsidiary of any Loan
Party in connection with the Asset Transfer other than (a) the filings referred
to in Section 6.1(k), and (b) such as have been obtained or made and are in full
force and effect. No consent or authorization of, filing with, notice to or
other act by or in respect of, any Governmental Authority or any other Person
(including any partner or shareholder of the Parent, any Loan Party or any
Affiliate of the Parent or any Loan Party) is required to be obtained or made by
the Parent or any Loan Party or any Subsidiary of any Loan Party in connection
with the borrowings hereunder or with the execution, delivery, performance,
validity or enforceability of the Loan Documents other than (a) the filings
referred to in Section 6.1(k), and (b) such as have been obtained or made and
are in full force and effect. Each Loan Document to which the Parent and each
Loan Party is a party has been duly executed and delivered on behalf of the
Parent and each such Loan Party. Each Loan Document constitutes a legal, valid
and binding obligation of the Parent, to the extent the Parent is a party
thereto, and each Loan Party party thereto enforceable against the Parent and
each such Loan Party in accordance with its terms, subject to the effects of
bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.
 
     5.5 No Legal Bar. The Asset Transfer, the execution, delivery and
performance of the Loan Documents, the borrowings hereunder and the use of the
proceeds thereof will not (a) violate, result in a default under or conflict
with any Requirement of Law or any material Contractual Obligation, in any
material respect, of the Parent, the Borrower or of any of the Restricted
Subsidiaries or (b) violate any provision of the charter or bylaws of the
Parent, the Borrower or the Restricted Subsidiaries and will not result in a
default under, or result in or require the creation or imposition of any Lien on
any of their respective properties or revenues pursuant to any such Requirement
of Law or Contractual Obligation (other than pursuant to the Security
Documents).
 
     5.6 No Material Litigation. Except as set forth on Schedule 5.6, no
litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to the knowledge of the Borrower,
threatened by or against the Borrower or any of the Restricted Subsidiaries or
against any of its or their respective properties or revenues (a) with respect
to any of
 
                                       38
<PAGE>   45
 
the Loan Documents, the Asset Transfer or any of the transactions contemplated
hereby or thereby, or (b) which could reasonably be expected to have a Material
Adverse Effect. No attachment, prejudgment or judgment Lien encumbers any asset
of the Borrower or any of the Restricted Subsidiaries other than in respect of
(i) claims as to which payment in full above any applicable customary deductible
is covered by insurance or a bond or (ii) other claims aggregating not more than
$10,000,000. No litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the knowledge of the
Borrower, threatened by or against the Parent with respect to the Asset Transfer
or any of the Loan Documents to which the Parent is a party.
 
     5.7 No Default. Neither the Parent, the Borrower nor any of the Restricted
Subsidiaries is in default under or with respect to any of its Contractual
Obligations in any respect which could reasonably be expected to have a Material
Adverse Effect. No Default or Event of Default has occurred and is continuing.
 
     5.8 Ownership of Property; Intellectual Property. (a) Each of the Borrower
and the Restricted Subsidiaries has good record and indefeasible title in fee
simple to, or a valid leasehold interest in, all its real property, and good
title to, or a valid leasehold interest in, all its other material property, and
none of such property is subject to any Lien except as permitted by Section 8.3.
Schedule 5.8(a) (as supplemented from time to time) accurately describes the
location of all real property owned or leased by the Borrower and all tangible
personal property associated with Cable Systems owned by the Borrower.
 
     (b) The Borrower and the Restricted Subsidiaries have the right to use all
trademarks, tradenames, copyrights, technology, know-how or processes
("Intellectual Property") that are necessary for the conduct of the business of
the Borrower or any of the Restricted Subsidiaries.
 
     5.9 No Burdensome Restrictions. No Requirement of Law or Contractual
Obligation of the Parent, the Borrower or any of their respective Subsidiaries
could reasonably be expected to have a Material Adverse Effect.
 
     5.10 Taxes. (a)(i) Each of the Borrower and its Subsidiaries has filed or
caused to be filed all tax returns which, to the knowledge of the Borrower, are
required to be filed and has paid all taxes shown to be due and payable by it on
said returns and all other material taxes, fees or other charges (collectively,
the "Specified Taxes") imposed on it or any of its property by any Governmental
Authority due and payable by it and (ii) to the knowledge of the Borrower, no
material claim is being asserted with respect to any Specified Tax, other than,
in each case with respect to this clause (a), Specified Taxes the amount or
validity of which are currently being contested in good faith by appropriate
proceedings diligently pursued and with respect to which reserves in conformity
with GAAP have been provided on the books of the Borrower or the relevant
Subsidiary, as the case may be, and (b) no tax Lien has been filed with respect
to any Specified Tax.
 
                                       39
<PAGE>   46
 
     5.11 Federal Regulations. No part of the proceeds of any Loans will be used
for "purchasing" or "carrying" any "margin stock" within the respective meanings
of each of the quoted terms under Regulation G or Regulation U of the Board as
now and from time to time hereafter in effect. If requested by any Lender or the
Administrative Agent, the Borrower will furnish to the Administrative Agent and
each Lender a statement to the foregoing effect in conformity with the
requirements of FR Form G-3 or FR Form U-I referred to in said Regulation G or
Regulation U, as the case may be.
 
     5.12 ERISA. Except as, in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect: (a) neither a Reportable Event nor an
"accumulated funding deficiency" (within the meaning of Section 412 of the Code
or Section 302 of ERISA) has occurred during the five-year period prior to the
date on which this representation is made or deemed made with respect to any
Plan, and each Plan has complied in all material respects with the applicable
provisions of ERISA and the Code; (b) no termination of a Single Employer Plan
has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such
five-year period; (c) the present value of all accrued benefits under each
Single Employer Plan (based on those assumptions used to fund such Plans) did
not, as of the last annual valuation date prior to the date on which this
representation is made or deemed made, exceed the value of the assets of such
Plan allocable to such accrued benefits; (d) neither the Borrower nor any
Commonly Controlled Entity has had a complete or partial withdrawal from any
Multiemployer Plan, and neither the Borrower nor any Commonly Controlled Entity
would become subject to any liability under ERISA if the Borrower or any such
Commonly Controlled Entity were to withdraw completely from all Multiemployer
Plans as of the valuation date most closely preceding the date on which this
representation is made or deemed made; and (e) no such Multiemployer Plan is in
Reorganization or Insolvent.
 
     5.13 Investment Company Act; Other Regulations. No Loan Party is an
"investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended. No Loan
Party is subject to regulation under any Federal or State statute or regulation
(other than Regulation X of the Board) which limits its ability to incur
Indebtedness under this Agreement or the other Loan Documents.
 
     5.14 Subsidiaries. Except for changes otherwise permitted by this
Agreement, Schedule 5.14 sets forth a true and complete list of each of the
Borrower's Subsidiaries and accurately designates as of the date hereof whether
each such Subsidiary is a Restricted Subsidiary or an Unrestricted Subsidiary
for purposes of this Agreement. The outstanding shares of Capital Stock of each
Restricted Subsidiary have been duly authorized and validly issued and are fully
paid and non-assessable, and, except as otherwise indicated on Schedule 5.14 or
otherwise permitted by this Agreement, all of the outstanding shares of each
class of the Capital Stock of each Restricted Subsidiary are owned, directly or
indirectly, beneficially and of record, by the Borrower, free and clear of all
Liens.
 
                                       40
<PAGE>   47
 
     5.15 Insurance. Each Loan Party maintains with financially sound,
responsible, and reputable insurance companies or associations (or, as to
workers' compensation or similar insurance, with an insurance fund or by
self-insurance authorized by the jurisdictions in which it operates) insurance
covering its properties and businesses against such casualties and contingencies
and of such types and in such amounts (and with co-insurance and deductibles) as
is customary in the case of same or similar businesses.
 
     5.16 Certain Cable Television Matters. Except as could not reasonably be
expected to result in a Material Adverse Effect:
 
          (a) the Borrower and the Restricted Subsidiaries possess all
     Authorizations necessary to own, operate and construct the Cable Systems or
     otherwise for the operations of their businesses and are not in violation
     thereof. All such Authorizations are in full force and effect and no event
     has occurred that permits, or after notice or lapse of time could permit,
     the revocation, termination or material and adverse modification of any
     such Authorization;
 
          (b) neither the Borrower nor any of the Restricted Subsidiaries is in
     violation of any duty or obligation required by the Communications Act of
     1934, as amended, or any FCC rule or regulation applicable to the operation
     of any portion of any of the Cable Systems;
 
          (c) there is not pending or, to the best knowledge of the Borrower,
     threatened, any action by the FCC to revoke, cancel, suspend or refuse to
     renew any FCC License held by the Borrower or any of the Restricted
     Subsidiaries. There is not pending or, to the best knowledge of the
     Borrower, threatened, any action by the FCC to modify adversely, revoke,
     cancel, suspend or refuse to renew any other Authorization; and
 
          (d) there is not issued or outstanding or, to the best knowledge of
     the Borrower, threatened, any notice of any hearing, violation or complaint
     against the Borrower or any of the Restricted Subsidiaries with respect to
     the operation of any portion of the Cable Systems and the Borrower has no
     knowledge that any Person intends to contest renewal of any Authorization.
 
     5.17 Environmental Matters. Except as could not reasonably be expected to
result in a Material Adverse Effect:
 
          (a) the facilities and properties owned by the Borrower or any of its
     Subsidiaries (the "Owned Properties") do not contain, and, to the knowledge
     of the Borrower to the extent not owned, leased or operated during the past
     five years, have not contained during the past five years, any Materials of
     Environmental Concern in amounts or concentrations which constitute or
     constituted a violation of, or could reasonably be expected to give rise to
     liability under, any Environmental Law;
 
                                       41
<PAGE>   48
 
          (b) the facilities and properties leased or operated by the Borrower
     or any of its Subsidiaries, but not owned by them (the "Leased and Operated
     Properties"), to the knowledge of the Borrower, do not contain and have not
     contained during the past five years, any Materials of Environmental
     Concern in amounts or concentrations which constitute or constituted a
     violation of, or could reasonably be expected to give rise to liability
     under, any Environmental Law;
 
          (c) the Owned Properties and all operations at the Owned Properties
     are in compliance, and, to the knowledge of the Borrower to the extent not
     owned, leased or operated during the past five years, have in the last five
     years been in compliance, with all applicable Environmental Laws, and there
     is no contamination at, under or about the Owned Properties or violation of
     any Environmental Law with respect to the Owned Properties or the business
     operated by the Borrower or any of its Subsidiaries (the "Business") which
     could interfere with the continued operation of the Owned Properties or
     impair the fair saleable value thereof;
 
          (d) to the knowledge of the Borrower, the Leased and Operated
     Properties and all operations at the Leased and Operated Properties are in
     compliance, and, in the last five years been in compliance, with all
     applicable Environmental Laws, and to the knowledge of the Borrower there
     is no contamination at, under or about the Leased and Operated Properties
     or violation of any Environmental Law with respect to the Leased and
     Operated Properties or the Business operated by the Borrower or any of its
     Subsidiaries which could interfere with the continued operation of the
     Leased and Operated Properties or impair the fair saleable value thereof;
 
          (e) neither the Borrower nor any of its Subsidiaries has received any
     notice of violation, alleged violation, non-compliance, liability or
     potential liability regarding environmental matters or compliance with
     Environmental Laws with regard to any of the Owned Properties or the Leased
     and Operated Properties (together, the "Properties") or the Business, nor
     does the Borrower have any knowledge that any such notice will be received
     or is being threatened;
 
          (f) the Borrower has not transported or disposed of Materials of
     Environmental Concern nor, to the Borrower's knowledge, have Materials of
     Environmental Concern been transported or disposed of from the Properties
     in violation of, or in a manner or to a location which could reasonably be
     expected to give rise to liability to the Borrower or any Restricted
     Subsidiary under, any Environmental Law, nor has the Borrower generated any
     Materials of Environmental Concern nor, to the Borrower's knowledge, have
     Materials of Environmental Concerns been generated, treated, stored or
     disposed of at, on or under any of the Properties in violation of, or in a
     manner that could reasonably be expected to give rise to liability to the
     Borrower or any Restricted Subsidiary under, any applicable Environmental
     Law;
 
                                       42
<PAGE>   49
 
          (g) no judicial proceeding or governmental or administrative action is
     pending or, to the knowledge of the Borrower, threatened, under any
     Environmental Law to which the Borrower or any Subsidiary is or will be
     named as a party with respect to the Properties or the Business, nor are
     there any consent decrees or other decrees, consent orders, administrative
     orders or other orders, or other administrative or judicial requirements
     outstanding under any applicable Environmental Law with respect to the
     Properties or the Business; and
 
          (h) the Borrower has not released, nor, to the Borrower's knowledge,
     has there been any release or threat of release of Materials of
     Environmental Concern at or from the Properties, or arising from or related
     to the operations of the Borrower or any Subsidiary in connection with the
     Properties or otherwise in connection with the Business, in violation of or
     in amounts or in a manner that could reasonably be expected to give rise to
     liability under Environmental Laws.
 
     5.18 Accuracy of Information. (a) All Information made available to the
Administrative Agent or any Lender by the Borrower pursuant to this Agreement or
any other Loan Document did not, as of the date such Information was made
available, contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements contained therein not
materially misleading in light of the circumstances under which such statements
were made.
 
     (b) All pro forma financial information and projections made available to
the Administrative Agent or any Lender by the Borrower pursuant to this
Agreement or any other Loan Document have been prepared and furnished to the
Administrative Agent or such Lender in good faith and were based on estimates
and assumptions that were believed by the management of the Borrower to be
reasonable in light of the then current and foreseeable business conditions of
the Borrower and the Subsidiaries. The Administrative Agent and the Lenders
recognize that such pro forma financial information and projections and the
estimates and assumptions on which they are based may or may not prove to be
correct.
 
     5.19 Security Documents. The Security Documents are effective to create in
favor of the Administrative Agent, for the benefit of the Lenders, a legal,
valid and enforceable security interest in the Collateral described therein and
proceeds thereof and, after satisfaction of the conditions specified in Section
6.1(j) and the making of the filings referred to in Section 6.1(k), the Security
Documents shall constitute a fully perfected first priority Lien on, and
security interest in, all right, title and interest of, the Borrower and the
Restricted Subsidiaries in such Collateral and the proceeds thereof (subject to
Section 9-306 of the Uniform Commercial Code), as security for the Obligations,
in each case prior and superior in right to any other Person.
 
                                       43
<PAGE>   50
 
     5.20 Solvency. As of the date on which this representation and warranty is
made or deemed made, each Loan Party is Solvent, both before and after giving
effect to the transactions contemplated hereby consummated on such date and to
the incurrence of all Indebtedness and other obligations incurred on such date
in connection herewith and therewith.
 
     5.21 Indebtedness. No Loan Party is an obligor on any Indebtedness except
as permitted under Section 8.2.
 
     5.22 Labor Matters. There are no actual or overtly threatened strikes,
labor disputes, slow downs, walkouts, or other concerted interruptions of
operations by the employees of any Loan Party which could reasonably be expected
to have a Material Adverse Effect. Hours worked by and payment made to employees
of the Loan Parties have not been in violation of the Fair Labor Standards Act
or any other applicable law dealing with such matters, other than any such
violations, individually or collectively, which could reasonably be expected to
have a Material Adverse Effect. All payments due from any Loan Party on account
of employee health and welfare insurance have been paid or accrued as a
liability on its books, other than any such nonpayments which could not,
individually or collectively, reasonably be expected to have a Material Adverse
Effect.
 
     5.23 Prior Names. Neither the Borrower nor any Restricted Subsidiary has
used or transacted business under any other corporate or trade name in the
five-year period preceding the Effective Date, other than Jones Communications
of Virginia, Inc. (formerly known as Jones of Alexandria, Inc.).
 
     5.24 Franchises. Schedule 5.24, as supplemented to reflect any renewals and
extensions of Franchise Agreements and to reflect any acquisition, lists all
Franchise Agreements of the Borrower and the Restricted Subsidiaries relating to
the Cable Systems owned by the Borrower and the Restricted Subsidiaries. The
Parent and all the Loan Parties have taken all action required by applicable
Governmental Authorities to lawfully transfer or grant the Franchise Agreements
to the Loan Parties other than as described on Schedule 5.4. To the knowledge of
the Borrower, all Franchise Agreements of the Loan Parties were lawfully
transferred or granted to the Borrower or a Restricted Subsidiary pursuant to
the rules and regulations of applicable Governmental Authorities. The Franchise
Agreements authorize the Borrower or a Restricted Subsidiary as indicated on
Schedule 5.24 (as supplemented to reflect any renewals and extensions of
Franchise Agreements and to reflect any acquisition) to operate one or more
Cable Systems until the respective expiration dates listed on Schedule 5.24 or,
will authorize the Borrower or a Restricted Subsidiary as indicated on Schedule
5.24 (as supplemented to reflect any renewals and extensions of Franchise
Agreements and to reflect any acquisition), and no other further approval,
filing or other action of any Governmental Authority is or will be necessary or
advisable as of the Effective Date or, with respect to the Cable Systems
acquired after the date hereof, as of the date of acquisition, in order to
permit the Borrower's or such Restricted Subsidiaries' operation of the Cable
Systems in accordance with the terms thereof. Schedule 5.24 (as supplemented
from time to time) correctly identifies the franchisee and accurately describes
the franchise area, the exclusive or nonexclusive
 
                                       44
<PAGE>   51
 
nature of each such Franchise Agreement and all limitations contained in the
Franchise Agreement or related statutes on the assignment, sale or encumbering
of the Franchise Agreement or the related Cable System's assets. The Borrower or
the Restricted Subsidiary that is the franchisee is in compliance in all
material respects with all material terms and conditions of all Franchise
Agreements relating to the Cable Systems owned by it, and on and after the date
of acquisition of any Cable System will be in compliance in all material
respects with all material terms and conditions of all Franchise Agreements
relating to such Cable Systems so acquired and no event has occurred or exists
which permits, or, after the giving of notice, or the lapse of time or both
would permit, the revocation or termination of any Franchise Agreement.
 
     5.25 Chief Executive Office, Chief Place of Business. Schedule 5.25 (as
supplemented from time to time) accurately sets forth the location of the chief
executive office and chief place of business (as such terms are used in the
Uniform Commercial Code of each state whose law would purport to govern the
attachment and perfection of the security interests granted by the Security
Documents) of the Borrower and each Restricted Subsidiary.
 
     5.26 Full Disclosure. There is no material fact or condition relating to
the Loan Documents or the financial condition, business, or property of any Loan
Party which could reasonably be expected to have a Material Adverse Effect and
which has not been disclosed, in writing, to the Managing Agents and the
Lenders.
 
     5.27 Intercompany Subordinated Debt. As of the date hereof, there is no
Intercompany Subordinated Debt other than the Indebtedness evidenced by the
Intercompany Subordinated Notes from the Borrower to the Parent, a copy of which
has been delivered to the Administrative Agent pursuant to Section 6. 1 (a).
 
                        SECTION 6. CONDITIONS PRECEDENT
 
     6.1 Conditions to Initial Extensions of Credit. The agreement of each
Lender to make the initial extension of credit requested to be made by it is
subject to the satisfaction, immediately prior to or concurrently with the
making of such extension of credit of the following conditions precedent:
 
          (a) Loan Documents. The Administrative Agent shall have received (i)
     this Agreement, duly executed and delivered by the Borrower and each of the
     Restricted Subsidiaries; (ii) the Pledge Agreements, duly executed and
     delivered by the Borrower and each of the Restricted Subsidiaries; (iii)
     the Security Agreement, duly executed and delivered by the Borrower; (iv)
     the Negative Pledge duly executed and delivered by the Parent; (v) a copy
     of the Intercompany Subordinated Notes duly executed and delivered by the
     Borrower and the Parent and (vi) a copy of the Intercompany Subordinated
     Debt Agreement duly executed and delivered by the Borrower and the Parent.
 
                                       45
<PAGE>   52
 
          (b) Closing Certificate. The Administrative Agent shall have received
     a certificate (the "Closing Certificate") of each Loan Party, dated the
     date hereof, substantially in the form of Exhibit J, with appropriate
     insertions and attachments, in each case reasonably satisfactory in form
     and substance to the Administrative Agent, executed by a Responsible
     Officer and the Secretary or any Assistant Secretary of the appropriate
     Loan Party.
 
          (c) Fees. The Administrative Agent and the Managing Agents shall have
     received all fees and expenses required to be paid on or before the date
     hereof referred to in Section 4.3(b) and the Co-Agents shall have received
     all fees required to be paid on or before the date hereof pursuant to that
     certain letter agreement from the Borrower to all of the Co-Agents, dated
     October 30, 1995.
 
          (d) Legal Opinions . The Administrative Agent shall have received,
     with a counterpart for each Lender, the following executed legal opinions:
                  
              (i)   the executed legal opinion of Davis, Graham & Stubbs, 
        counsel to the Parent, substantially in the form of Exhibit K;
 
              (ii)  the executed legal opinion of the General Counsel or the
        acting General Counsel of the Parent, substantially in the form of
        Exhibit L; and
 
              (iii) the executed legal opinion of Dow, Lohnes and Albertson,
        substantially in the form of Exhibit M.
 
          (e) Financial Statements. The Lenders shall have received audited
     consolidated financial statements of the Parent for the 1995 fiscal year,
     which financial statements shall have been prepared in accordance with GAAP
     and shall be accompanied by an unqualified report thereon prepared by
     Arthur Andersen L.L.P.
 
          (f) Satisfactory Organizational and Capital Structure. The stock
     ownership of the Borrower and each of the Restricted Subsidiaries shall be
     consistent with the structure described in Schedule 6.1(f). The Existing
     Credit Agreement shall have been terminated and all liens created in
     connection therewith shall have been assigned to the Administrative Agent
     and/or amended in a manner satisfactory to the Administrative Agent to the
     extent that the assets covered thereby are to constitute Collateral under
     this Agreement and otherwise such liens shall be terminated and all
     Indebtedness outstanding thereunder shall be paid in full concurrently with
     the making of the initial Loans hereunder. All necessary intercreditor
     arrangements, including those relating to the Intercompany Subordinated
     Note from the Borrower to the Parent, shall be satisfactory to the Lenders
     and the Borrower.
 
          (g) Governmental and Third Party Approvals. Prior to March 31, 1996,
     except as set forth on Schedule 5.4, all governmental approvals and
     material third party approvals necessary in connection with the Asset
     Transfer shall have been obtained and be in full force
 
                                       46
<PAGE>   53
 
     and effect. On and after March 31, 1996, all governmental approvals and
     material third party approvals necessary in connection with the Asset
     Transfer shall have been obtained and be in full force and effect. All
     governmental approvals and material third party approvals necessary in
     connection with the financing contemplated hereby shall have been obtained
     and be in full force and effect.
 
          (h) No Material Adverse Information. The Lenders shall not have become
     aware of any previously undisclosed materially adverse information with
     respect to (i) the ability of the Loan Parties to perform their respective
     obligations under the Loan Documents in any material respect or (ii) the
     rights and remedies of the Lenders.
 
          (i) No Material Default Under Other Agreements. There shall exist no
     material event of default (or condition which would constitute such an
     event of default with the giving of notice or the passage of time) under
     any agreements relating to Capital Stock or any material financing
     agreements, lease agreements or other material Contractual Obligation of
     the Parent, the Borrower or any of the Restricted Subsidiaries.
 
          (j) Pledged Stock, Stock Powers. The Administrative Agent shall have
     received the certificates representing the shares of Capital Stock pledged
     pursuant to each Pledge Agreement, together with, an undated stock power
     for each such certificate executed in blank by a duly authorized officer of
     the Borrower and each of the Restricted Subsidiaries.
 
          (k) Actions to Perfect Liens. All filing documents, necessary or, in
     the opinion of the Administrative Agent, desirable to perfect the Liens
     created by the Pledge Agreements and the Security Agreement shall have been
     executed by the Borrower and each of the Restricted Subsidiaries. All
     Collateral shall be free and clear of other Liens except for (i) Liens
     permitted by Section 8.3 and (ii) other Liens approved by the Lenders.
 
          (l) Material Adverse Change. There shall exist no material adverse
     change in the financial condition, business operations or properties of the
     Parent or its Subsidiaries since May 31, 1995.
 
          (m) Additional Document. All other documentation, including, without
     limitation, any tax sharing agreement, employment agreement, management
     compensation arrangement or other financing arrangement of the Borrower or
     any of the Restricted Subsidiaries shall be reasonably satisfactory in form
     and substance to the Lenders.
 
          (n) Lien Searches. The Administrative Agent shall have received the
     results of a recent search by a Person satisfactory to the Administrative
     Agent, of the Uniform Commercial Code, judgment and tax lien filings which
     may have been filed with respect to personal property of the Borrower in
     each of the jurisdictions where such personal property is located or in
     which financing statements will be filed to perfect the security interests
     granted pursuant to the Pledge Agreements, and such search shall reveal no
     Liens relating
 
                                       47
<PAGE>   54
 
     to the personal property of the Borrower or the Restricted Subsidiaries or
     to the Collateral except for Liens which will be terminated on or before
     the Effective Date, Liens referred to in Section 6.1(k) and other Liens
     approved by the Lenders.
 
          (o) The Asset Transfer. The Asset Transfer shall have been consummated
     except as set forth on Schedule 61(o).
 
          (p) Perfection Certificate. The Administrative Agent shall have
     received a certificate, in form and substance satisfactory to the
     Administrative Agent, dated on or before the Effective Date, duly executed
     and delivered by the Borrower (the "Perfection Certificate").
 
          (q) Insurance. The Administrative Agent shall have received
     certificates of insurance naming the Administrative Agent as loss payee for
     the benefit of the Lenders and as additional insured for the benefit of the
     Lenders, as required by Section 7.5(b).
 
          (r) Tax Sharing Agreement. The Tax Sharing Agreement between the
     Parent and the Borrower shall be in form and substance satisfactory to the
     Managing Agents.
 
     6.2 Conditions to Each Extension of Credit. The obligation or agreement of
each Lender to make any Loan or to issue any Letter of Credit requested to be
made or issued by it on any date (including, without limitation, its initial
extension of credit) is subject to the satisfaction, immediately prior to or
concurrently with the making of such Loans or the issuing of such Letters of
Credit, of the following conditions precedent:
 
          (a) Initial Conditions Satisfied. Each of the conditions precedent set
     forth in Section 6.1 (other than subsection (1) thereof) shall have been
     satisfied and shall continue to be satisfied on the date of such Loans.
 
          (b) No Material Litigation. Except as disclosed on Schedule 5.6, no
     litigation, inquiry, injunction or restraining order shall be pending,
     entered or threatened in writing which could reasonably be expected to have
     a Material Adverse Effect.
 
          (c) No Material Adverse. There shall not have occurred any change,
     development or event which could reasonably be expected to have a Material
     Adverse Effect.
 
          (d) Representations and Warranties. Each of the representations and
     warranties made by any Loan Party or the Parent in or pursuant to the Loan
     Documents to which it is a party shall be true and correct in all material
     respects on and as of such date as if made on and as of such date, after
     giving effect to the Loans requested to be made or the Letters of Credit to
     be issued on such date and the proposed use of the proceeds thereof.
 
                                       48
<PAGE>   55
 
          (e) No Default. No Default or Event of Default shall have occurred and
     be continuing on such date or will occur after giving effect to the
     extension of credit requested to be made on such date and the proposed use
     of the proceeds thereof.
 
          (f) Notice of Borrowing; Application. The Borrower shall have
     submitted a Notice of Borrowing in accordance with Section 2.3 and
     certifying to the matters set forth in Section 6.2(a) through and including
     (e) and/or an Application in accordance with Section 3.2.
 
          (g) Pro Forma Covenant Compliance. Prior to the earlier to occur of
     (i) the date the Asset Transfer has been fully consummated and all
     governmental approvals and material third party approvals necessary in
     connection with the Asset Transfer shall have been obtained and are in full
     force and effect and (ii) March 31, 1996, the Managing Agents shall have
     received reasonably satisfactory calculations evidencing the Borrower's pro
     forma compliance with Sections 8.1 (a), (b) and (c), both before and after
     giving effect to the requested borrowing.
 
Each borrowing by or issuance of a Letter of Credit on behalf of the Borrower
hereunder shall constitute a representation and warranty by the Borrower as of
the date of such extension of credit that the applicable conditions contained in
this Section 6.2 have been satisfied.
 
                        SECTION 7. AFFIRMATIVE COVENANTS
 
     The Borrower and each of the Restricted Subsidiaries hereby agree that, so
long as any Commitment remains in effect, any Loan or Letter of Credit shall be
outstanding or any other Obligation is due and payable to any Lender or the
Administrative Agent hereunder or under any other Loan Document, the Borrower
and each of the Restricted Subsidiaries shall:
 
     7.1 Financial Statements. Furnish to the Administrative Agent for
subsequent distribution to each Lender:
 
          (a) as soon as available, but in any event within 120 days after the
     end of each fiscal year of the Borrower, a copy of the consolidated balance
     sheet of the Borrower and the Restricted Subsidiaries as at the end of such
     year and the related consolidated statements of income and shareholders'
     capital (deficit) and of cash flows for such year, setting forth in each
     case in comparative form the figures for the previous year, reported on
     without a "going concern" or like qualification or exception, or
     qualification arising out of the scope of the audit, by Arthur Andersen
     L.L.P. or other independent certified public accountants of nationally
     recognized standing; and
 
                                       49
<PAGE>   56
 
          (b) as soon as available, but in any event not later than 60 days
     after the end of each of the first three fiscal quarterly periods of each
     fiscal year of the Borrower, the unaudited consolidated balance sheet of
     the Borrower and the Restricted Subsidiaries as at the end of such quarter
     and the related unaudited consolidated statements of income and of cash
     flows for such quarter and the portion of the fiscal year through the end
     of such quarter, setting forth in each case in comparative form the figures
     for the previous year, certified by a Responsible Officer as being fairly
     stated in all material respects (subject to normal year-end audit
     adjustments).
 
All such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein).
 
     7.2 Certificates; Other Information. Furnish to the Administrative Agent
for subsequent distribution to each Lender:
 
          (a) concurrently with the delivery of the financial statements
     referred to in Section 7.1(a), a certificate of the independent certified
     public accountants reporting on such financial statements stating that in
     making the examination necessary therefor no knowledge was obtained of any
     Default or Event of Default, except as specified in such certificate;
 
          (b) concurrently with the delivery of the financial statements
     referred to in Sections 7.1(a) or (b), a Compliance Certificate executed by
     a Responsible Officer of the Borrower and each of the Restricted
     Subsidiaries;
 
          (c) without duplication of the financial statements delivered pursuant
     to Section 7.1, within five days after the same are sent, copies of all
     financial statements and reports which the Borrower sends to the holders of
     any class of its debt securities, and within five days after the same are
     filed, copies of all financial statements and reports which the Borrower
     may make to, or file with, the Securities and Exchange Commission or any
     successor or analogous Governmental Authority; and
 
          (d) promptly, such additional financial and other information as any
     Lender may from time to time reasonably request.
 
     7.3 Payment of Obligations. Pay, discharge or otherwise satisfy at or
before maturity or before they become delinquent, as the case may be, all its
material obligations of whatever nature, except where the amount or validity
thereof is currently being contested in good faith by appropriate proceedings
and reserves in conformity with GAAP with respect thereto have been provided on
the books of the Borrower or the relevant Restricted Subsidiary, as the case may
be.
 
                                       50
<PAGE>   57
 
     7.4 Conduct of Business and Maintenance of Existence, etc. (a) Continue to
engage in business of the same general type as now conducted by it, except as
otherwise permitted by Section 8.13, and preserve, renew and keep in full force
and effect its organizational existence and take all reasonable action to
maintain all material rights, privileges and franchises necessary in the normal
conduct of its business except as otherwise permitted pursuant to Section 8.4.
 
     (b) Comply with all Contractual Obligations and applicable Requirements of
Law, except to the extent that failure to comply therewith could not be
reasonably expected to have a Material Adverse Effect.
 
     7.5 Maintenance of Property; Insurance. (a) Keep all material property
useful and necessary in its business in good working order and condition
(ordinary wear and tear excepted) consistent with customary practices in the
cable industry; maintain with financially sound and reputable insurance
companies insurance on all its property in at least such amounts and against at
least such risks as are usually insured against in the same general area by
companies engaged in the same or a similar business; and furnish to the
Administrative Agent certificates of insurance from time to time received by it
for each such policy of insurance evidencing the Borrower's compliance with
Section 7.5(b).
 
     (b) The Borrower shall cause (i) the Administrative Agent to be named, in a
manner reasonably satisfactory to the Administrative Agent, (a) as lender loss
payee for the benefit of the Lenders under all policies of casualty insurance
maintained by the Borrower and (b) as an additional insured for the benefit of
the Lenders on all policies of liability insurance maintained by the Borrower;
and (ii) all insurance policies to contain a provision that the policy may not
be canceled, terminated or modified without thirty (30) days' prior written
notice to the Administrative Agent.
 
     7.6 Inspection of Property; Books and Records; Discussions. Keep and
maintain a system of accounting established and administered in accordance with
sound business practices and keep and maintain proper books of record and
accounts; and permit representatives of any Lender to visit and inspect any of
its properties and examine and make abstracts from any of its books and records
during normal business hours and as often as may reasonably be requested and
upon reasonable notice and to discuss the business, operations, properties and
financial and other condition of the Borrower and the Restricted Subsidiaries
with officers and employees of the Borrower and the Restricted Subsidiaries and
with their independent certified public accountants; provided that
representatives of the Borrower designated by a Responsible Officer may be
present at any such meeting with such accountants.
 
                                       51
<PAGE>   58
 
     7.7 Notices. Promptly after the Borrower obtains knowledge thereof, give
notice to the Administrative Agent and each Lender of:
 
          (a) the occurrence of any Default or Event of Default;
 
          (b) any (i) default or event of default under any Contractual
     Obligation of the Parent, the Borrower or any of the Restricted
     Subsidiaries or (ii) litigation, investigation or proceeding which may
     exist at any time between the Parent, the Borrower or any of the Restricted
     Subsidiaries and any Governmental Authority, which in either case could
     reasonably be expected to have a Material Adverse Effect;
 
          (c) any litigation or proceeding affecting the Borrower or any of the
     Restricted Subsidiaries (i) which could reasonably be expected to result in
     an adverse judgment of $10,000,000 or more and not covered by insurance or
     (ii) in which injunctive or similar relief is sought which in the case of
     this clause (ii) could reasonably be expected to materially interfere with
     the ordinary conduct of business of the Borrower or the Restricted
     Subsidiaries;
 
          (d) the following events, as soon as possible and in any event within
     30 days after the Borrower knows thereof: (i) the occurrence of any
     Reportable Event with respect to any Plan, a failure to make any required
     contribution to a Plan, the creation of any Lien in favor of the PBGC or a
     Plan or any withdrawal from, or the termination, Reorganization or
     Insolvency of, any Multiemployer Plan or (ii) the institution of
     proceedings or the taking of any other action by the PBGC or the Borrower
     or any Commonly Controlled Entity or any Multiemployer Plan with respect to
     the withdrawal from, or the terminating, Reorganization or Insolvency of,
     any Plan; and
 
          (e) any development or event which could reasonably be expected to
     have a Material Adverse Effect.
 
Each notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action is proposed to be taken with respect thereto.
 
     7.8 Environmental Laws. (a) Comply with, and use reasonable efforts to
require compliance by all tenants and subtenants, if any, with, all applicable
Environmental Laws and obtain and comply with and maintain, and use reasonable
efforts to require that all tenants and subtenants obtain and comply with and
maintain, any and all licenses, approvals, notifications, registrations or
permits required by applicable Environmental Laws except, in each case, to the
extent that failure to do so could not be reasonably expected to have a Material
Adverse Effect.
 
                                       52
<PAGE>   59
 
          (b) Comply with all lawful orders and directives of all Governmental
     Authorities regarding Environmental Laws except to the extent that the same
     are being contested in good faith by appropriate proceedings diligently
     pursued.
 
     7.9 Collateral. (a) To secure full and complete payment and performance of
the Obligations, the Borrower shall grant and convey to and create in favor of,
the Administrative Agent for the ratable benefit of the Lenders a continuing
first priority perfected Lien and security interest in, to and on all of the
assets of the Borrower (except to the extent prohibited by law) including but
not limited to the following:
 
          (i)  all of the Borrower's present and future assets, including,
     without limitation, its equipment, inventory, accounts receivable,
     instruments, general intangibles, intellectual property and real estate;
     and
 
          (ii) all of the Capital Stock of each direct or indirect Restricted
     Subsidiary of the Borrower and any other direct or indirect Restricted
     Subsidiary of the Borrower, now owned or hereafter acquired and/or
     designated by the Borrower,
 
and the Restricted Subsidiaries shall grant and convey to and create in favor
of, the Administrative Agent for the ratable benefit of the Lenders a continuing
first priority perfected Lien and security interest in, to and on all of the
Capital Stock of each Restricted Subsidiary owned by a Restricted Subsidiary,
now owned or hereafter acquired. Notwithstanding anything to the contrary
contained herein, the Borrower shall not be required to grant to the
Administrative Agent a security interest in any general intangibles or other
rights arising under contracts of the Borrower which are listed and described on
Schedule 7.9(a) (the "Excluded Collateral") until such time as any required
consents with respect thereto have been obtained; provided, however, that the
Borrower shall grant to the Administrative Agent for the ratable benefit of the
Lenders a continuing first priority perfected Lien and security interest in and
to all proceeds (cash or otherwise) of such Excluded Collateral. The Borrower
agrees to use its commercially reasonable efforts to obtain all necessary
consents for the grant of a security interest in the Excluded Collateral to the
Administrative Agent for the ratable benefit of the Lenders.
 
     (b) With respect to any new Restricted Subsidiary created, acquired or
designated after the date hereof, the Borrower or a Restricted Subsidiary, as
applicable, shall promptly (i) execute and deliver to the Administrative Agent
such amendments to the Pledge Agreements as the Administrative Agent or the
Majority Lenders deem necessary or advisable in order to grant to the
Administrative Agent, for the benefit of the Lenders, a perfected first priority
security interest in the Capital Stock of such Restricted Subsidiary, (ii) in
the case of any such Restricted Subsidiary, deliver to the Administrative Agent
the certificates representing the Capital Stock of such Restricted Subsidiary,
together with undated stock powers, in blank, executed and delivered by a duly
authorized officer of the Borrower or a Restricted Subsidiary, as applicable,
(iii) take such other actions as shall be necessary or advisable to grant to the
Administrative Agent for the benefit of the Lenders a perfected first priority
security interest in such Capital Stock, including, without
 
                                       53
<PAGE>   60
 
limitation, the filing of such Uniform Commercial Code financing statements as
may be requested by the Administrative Agent, and (iv) if requested by the
Administrative Agent, deliver to the Administrative Agent legal opinions
relating to the matters described in the preceding clauses (i), (ii) and (iii),
which opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Administrative Agent.
 
     (c) With respect to any newly acquired assets or transfers of assets to the
Borrower, promptly after acquiring or receiving any such asset, execute and
deliver or cause to be delivered to the Administrative Agent in a form
reasonably acceptable to the Administrative Agent (i) one or more mortgages
and/or security agreements which grant to the Administrative Agent a first
priority perfected security interest in such assets (subject to any Liens
permitted by Section 8.3) and (ii) such additional agreements and other
documents as the Administrative Agent reasonably deems necessary to establish a
valid, enforceable and perfected first priority security interest in such assets
(subject to any Liens permitted by Section 8.3).
 
     (d) Upon request of the Administrative Agent, promptly execute and deliver
or cause to be executed and delivered to the Administrative Agent in a form
reasonably acceptable to the Administrative Agent (i) one or more mortgages,
pledge agreements and/or security agreements which grant to the Administrative
Agent a first priority perfected security interest (subject to any Liens
permitted by Section 8.3) in such property of the Borrower (including Capital
Stock of direct or indirect Restricted Subsidiaries) as shall be specified by
the Administrative Agent and (ii) such additional agreements and other documents
as the Administrative Agent reasonably deems necessary to establish a valid,
enforceable and perfected first priority security interest in such property or
Capital Stock.
 
     7.10 Use of Proceeds. The Borrower shall use the proceeds of the Loans and
the Letters of Credit only for (a) financing permitted acquisitions, (b) capital
expenditures to expand and upgrade Cable Systems of the Borrower and the
Restricted Subsidiaries, (c) dividends or distributions permitted under this
Agreement, and (d) general corporate purposes.
 
                         SECTION 8. NEGATIVE COVENANTS
 
     The Borrower hereby agrees that, so long as any Commitment remains in
effect, any Loan or Letter of Credit is outstanding, or any other Obligation is
due and payable to any Lender or the Administrative Agent hereunder or under any
other Loan Document, the Borrower shall not, and the Borrower shall not permit
any of the Restricted Subsidiaries to, directly or indirectly:
 
                                       54
<PAGE>   61
 
     8.1 Financial Condition Covenants.
 
          (a) Leverage Ratio. Permit the Leverage Ratio at any time during any
     period set forth below to be greater than the ratio set forth opposite such
     period below:
 
<TABLE>
<CAPTION>
                                     PERIOD                                   RATIO
        ----------------------------------------------------------------  -------------
        <S>                                                               <C>
        Effective Date through and including 6/30/99                       5.50 to 1.00
        7/01/99 through and including 6/30/2000                            5.00 to 1.00
        7/01/2000 and thereafter                                           4.50 to 1.00
</TABLE>
 
          (b) Interest Coverage Ratio. Permit the ratio of Operating Cash Flow
     for any fiscal quarter of the Borrower ending during any period set forth
     below to Interest Expense for such fiscal quarter to be less than the ratio
     set forth opposite such period below:
 
<TABLE>
<CAPTION>
                                     PERIOD                                   RATIO
        -----------------------------------------------------------------  ------------
        <S>                                                                <C>
        Effective Date through 6/30/99                                      1.50 to 1.0
        7/l/99 and thereafter                                               2.00 to 1.0
</TABLE>
 
          (c) Pro Forma Debt Service Ratio. Permit, at any time, the ratio of
     Annualized Operating Cash Flow based on the most recently ended fiscal
     quarter to Pro Forma Debt Service to be less than 1.1 to 1.0.
 
     8.2 Limitation on Indebtedness. Create, incur, assume or suffer to exist
any Indebtedness of the Borrower or any Restricted Subsidiary of the Borrower,
except:
 
          (a) Indebtedness under this Agreement other than Letters of Credit
     issued for the account of the Borrower but are for the benefit of or
     support the obligations of any Person other than the Borrower or a
     Restricted Subsidiary;
 
          (b) Indebtedness of the Restricted Subsidiaries resulting from any
     loan or advance from the Borrower and Intercompany Subordinated Debt,
     provided that the Intercompany Subordinated Debt is unsecured and
     subordinated pursuant to the terms and conditions of the Intercompany
     Subordinated Debt Agreement.
 
          (c) [INTENTIONALLY DELETED]
 
          (d) Interest Rate Hedge Agreements entered into with the Lenders or
     any of them for the purpose of hedging against interest rate fluctuations
     with respect to variable rate Indebtedness of the Borrower or any of the
     Restricted Subsidiaries; and
 
                                       55
<PAGE>   62
 
          (e) Indebtedness of the Borrower and/or any Restricted Subsidiary not
     otherwise permitted by this Section 8.2, provided that immediately prior to
     and after giving effect to the creation, incurrence or assumption of such
     Indebtedness (i) the aggregate outstanding principal amount of all such
     other Indebtedness of the Borrower and the Restricted Subsidiaries, on a
     combined basis plus (without duplication) the aggregate amount of all
     Indebtedness secured by Liens permitted under subsection (e) of Section 8.3
     shall not at any time exceed 5% of Maximum Permitted Indebtedness and (ii)
     no Default exists and would then be continuing.
 
     8.3 Limitation on Liens. Create, incur, assume or suffer to exist any Lien
upon any of its property, assets or revenues, whether now owned or hereafter
acquired, except for:
 
          (a) Liens for taxes, assessments or governmental charges arising in
     the ordinary course of business which are not yet due and payable or which
     are being contested in good faith by appropriate proceedings, provided that
     adequate reserves with respect thereto are maintained on the books of the
     Borrower or the Restricted Subsidiary, as the case may be, in conformity
     with GAAP;
 
          (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's
     or other like Liens arising in the ordinary course of business which are
     not yet due and payable;
 
          (c) Liens in existence on the date hereof listed on Schedule 8.3(c),
     securing Indebtedness permitted by Section 8.2(c), provided that (x) no
     such Lien is spread to cover any additional property and (y) the amount of
     Indebtedness secured thereby is not increased;
 
          (d) Liens created pursuant to the Security Documents;
 
          (e) other Liens securing Indebtedness of the Borrower or any
     Restricted Subsidiary, provided that immediately prior to and after giving
     effect to the creation of any such Liens (i) the aggregate amount of
     Indebtedness secured by Liens permitted under this subsection (e) plus
     (without duplication) the aggregate amount of all Indebtedness of the
     Borrower and the Restricted Subsidiaries permitted under Section 8.2(e)
     shall not at any time exceed 5% of Maximum Permitted Indebtedness and (ii)
     no Default or Event of Default exists and would then be continuing;
 
          (f) encumbrances consisting of zoning restrictions, easements, or
     other restrictions on the use of real property, none of which impair in any
     material respect the use of such property by the Person in question in the
     operation of its business, and none of which is violated by existing or
     proposed structures or land use; and
 
                                       56
<PAGE>   63
 
          (g) any attachment, prejudgment or judgment Lien in existence less
     than sixty consecutive calendar days after the entry thereof, or with
     respect to which execution has been stayed, or with respect to which
     payment in full above any applicable customary deductible is covered by
     insurance or a bond.
 
     8.4 Limitation on Fundamental Changes. Enter into any merger, consolidation
or amalgamation with any Person, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer
or otherwise dispose of, all or substantially all of its property, business or
assets to any Person, or make any material change in its present method of
conducting business, except:
 
          (a) a Restricted Subsidiary may merge into or be acquired by the
     Borrower if the Borrower is the survivor thereof;
 
          (b) a Restricted Subsidiary may merge into or be acquired by another
     Restricted Subsidiary; and
 
          (c) the Borrower or any Restricted Subsidiary may sell, lease,
     transfer or otherwise dispose of any or all of its assets in a transaction
     permitted under Section 8.5.
 
     8.5 Limitation on Sale of Assets. Convey, sell, lease, assign, exchange,
transfer or otherwise dispose of (a "Disposition") any of its property, business
or assets (including, without limitation, receivables and leasehold interests),
whether now owned or hereafter acquired to any Person or, in the case of any
Restricted Subsidiary, issue or sell any shares of or other interests in such
Restricted Subsidiary's Capital Stock to any Person other than the Borrower,
except:
 
          (a) the Disposition of property in the ordinary course of business
     (which shall not be construed to include the Disposition of any License,
     Franchise or Cable System);
 
          (b) Dispositions of property between the Borrower and the Restricted
     Subsidiaries or between the Restricted Subsidiaries provided that in the
     case of the Borrower, such Disposition is less than substantially all of
     its assets;
 
          (c) the Borrower may designate any Restricted Subsidiary as an
     Unrestricted Subsidiary in accordance with Section 8.6 and may make
     Restricted Payments in accordance with Section 8.7; and
 
          (d) other Dispositions, provided that in the case of the Borrower,
     such Disposition is less than substantially all of its assets and in the
     case of the Borrower or any Restricted Subsidiary, as the case may be, all
     of the following conditions are satisfied: (i) the Borrower or such
     Restricted Subsidiary receives consideration that represents the fair
     market value of such assets at the time of such Disposition, (ii) any such
     Disposition shall be on a nonrecourse basis (except that the Borrower or
     such Restricted Subsidiary may make
 
                                       57
<PAGE>   64
 
     commercially reasonable representations, warranties and indemnities with
     respect to such properties or assets that are normal and customary in the
     cable television business ("Permitted Sale Representations"), (iii) no
     Default or Event of Default shall have occurred and be continuing either
     before or after the consummation of such transaction and (iv) either (1)
     the Leverage Ratio is less than or equal to 3.75 to 1.00 after giving
     effect to such Disposition or (2) if the Leverage Ratio is greater than
     3.75 to 1.00 after giving effect to such Disposition then the Borrower and
     the Restricted Subsidiaries may make other Dispositions so long as after
     giving effect to such proposed Disposition (x) the sum, without
     duplication, of (A) the Net Unrestricted Designated Subsidiaries Three
     Month Cash Flow for the prior twelve month period (or shorter period
     commencing on the Effective Date) ending on the date of such proposed
     transaction, (B) the Three Month Cash Flow attributable to the assets to be
     sold, leased, transferred, assigned or otherwise disposed of and (C) the
     Three Month Cash Flow attributable to all assets sold, leased, transferred,
     assigned or otherwise disposed of during the prior twelve month period (or
     shorter period commencing on the Effective Date) ending on the date of such
     proposed transaction shall not exceed 15% of the Three Month Cash Flow of
     the Borrower and the Restricted Subsidiaries, and (y) the sum, without
     duplication of (A) the Net Unrestricted Designated Subsidiaries Three Month
     Cash Flow for the five-year period (or shorter period commencing on the
     Effective Date) ending on the date of such proposed transaction, (B) the
     Three Month Cash Flow attributable to the assets to be sold, leased,
     transferred, assigned or otherwise disposed of and (C) the Three Month Cash
     Flow attributable to all assets sold, leased, transferred, assigned or
     disposed of during the five-year period (or shorter period commencing on
     the Effective Date) ending on the date of such proposed transaction shall
     not exceed 30% of the Three Month Cash Flow of the Borrower and the
     Restricted Subsidiaries. Notwithstanding anything to the contrary contained
     in the foregoing, if the Leverage Ratio is less than or equal to 3.75 to
     1.00 for a period of twelve consecutive months all prior Dispositions and
     Unrestricted Subsidiary Designations shall be excluded from subsequent
     determinations pertaining to the foregoing clause (y).
 
Upon request by and at the expense of the Borrower, the Administrative Agent
shall release any Liens arising under the Security Documents with respect to any
Collateral which (i) is permitted to be disposed of pursuant to Section 8.5(a),
(ii) consists of the Capital Stock of a Restricted Subsidiary which is
designated as an Unrestricted Subsidiary pursuant to Section 8.6, or (iii) is
sold or otherwise disposed of in compliance with the terms of Section 8.5(d).
 
     8.6 Restricted/Unrestricted Designation of Subsidiaries. Be permitted to
designate a Restricted Subsidiary as an Unrestricted Subsidiary or an
Unrestricted Subsidiary as a Restricted Subsidiary unless (a) the Borrower
delivers to the Administrative Agent and the Lenders a written notice, not later
than ten (10) days prior to such designation, certifying that all conditions set
forth in this Section 8.6 are satisfied as of the proposed effective date of
such designation, which certification shall state the proposed effective date of
such designation and shall be signed by a Responsible Officer of the Borrower;
(b) no Default or Event of Default shall exist immediately before or after the
effective date of such designation; (c) after giving effect to such designation,
there
 
                                       58
<PAGE>   65
 
shall not be any material and adverse effect on the Borrower and the Restricted
Subsidiaries on a consolidated basis with respect to the prospects for the
future generation of Operating Cash Flow, the general mix of assets or the
condition, quality and development level of technical equipment, and such
designation shall not render the Borrower and the Restricted Subsidiaries on a
consolidated basis insolvent or generally unable to pay its or their respective
debts as they become due; (d) in the case of the designation of an Unrestricted
Subsidiary as a Restricted Subsidiary, such notice shall also serve as the
certification of the Borrower that, with respect to such Restricted Subsidiary,
the representations and warranties contained herein are true and correct on and
as of the effective date of such designation; and (e) in the case of the
designation of any Restricted Subsidiary as an Unrestricted Subsidiary (an
"Unrestricted Subsidiary Designation"), either (1) the Leverage Ratio is less
than or equal to 3.75 to 1.00 after giving effect to such Unrestricted
Subsidiary Designation or (2) if the Leverage Ratio is greater than 3.75 to 1.00
after giving effect to such Unrestricted Subsidiary Designation, then the
Borrower may make an Unrestricted Subsidiary Designation so long as after giving
effect to such Unrestricted Subsidiary Designation the following additional
conditions are satisfied as of the effective date of such proposed designation:
(i) the sum, without duplication, of (x) the Net Unrestricted Designated
Subsidiaries Three Month Cash Flow for the prior twelve month period (or shorter
period commencing on the Effective Date) ending on the date of such proposed
designation and (y) the Three Month Cash Flow attributable to all asset
Dispositions made pursuant to Section 8.5(d) during the twelve month period (or
shorter period commencing on the Effective Date) ending on the date of such
proposed designation shall not exceed fifteen percent (15%) of the Three Month
Cash Flow of the Borrower and the Restricted Subsidiaries, and (ii) the sum,
without duplication, of (x) the Net Unrestricted Designated Subsidiaries Three
Month Cash Flow for the five-year period (or shorter period commencing on the
Effective Date) ending on the date of such proposed designation and (y) the
Three Month Cash Flow attributable to all asset Dispositions made pursuant to
Section 8.5(d) during the five-year period (or shorter period commencing on the
Effective Date) ending on the date of such proposed designation shall not exceed
thirty percent (30%) of the Three Month Cash Flow of the Borrower and the
Restricted Subsidiaries. Notwithstanding the foregoing, if the Leverage Ratio is
less than or equal to 3.75 to 1.00 for a period of twelve consecutive months,
all previous Unrestricted Subsidiary Designations and asset Dispositions shall
be excluded from subsequent determinations pertaining to the foregoing clause
(ii).
 
     8.7 Limitation on Restricted Payments; Other Payment Limitations. Declare
or pay any dividend or distribution in respect of, or make any payment on
account of, or set apart assets for a sinking or other analogous fund for, the
purchase, redemption, defeasance, retirement or other acquisition of, any shares
of or interests in any class of Capital Stock of the Borrower, whether now or
hereafter outstanding, either directly or indirectly, whether in cash or
property or in obligations of the Borrower or any of its Subsidiaries, or make,
or permit any payments of principal, interest, premium or fees on account of
Intercompany Subordinated Debt or make any payment in respect of any fees
payable to any Person (other than to the Borrower or a Restricted Subsidiary)
for management, consulting, oversight or similar services (collectively,
"Restricted Payments"), except that the Borrower may make Restricted Payments in
cash or Capital Stock so long as both
 
                                       59
<PAGE>   66
 
immediately before and after making such Restricted Payment no Default or Event
of Default shall have occurred and be continuing or would result therefrom.
 
     8.8 Limitation on Acquisitions. Purchase any stock, bonds, notes,
debentures or other securities of or any assets constituting all or any
significant part of a business unit of any Person (collectively,
"Acquisitions"), except acquisitions (substantially all of which consist of
Cable Systems or telecommunications systems) through the purchase of stock or
assets in any Permitted Line of Business, provided, that (i) no such acquisition
may be made if a Default or an Event of Default shall have occurred and be
continuing or would result therefrom and (ii) prior to such Acquisition, the
Borrower provides evidence of pro forma compliance with all of the terms and
conditions of this Agreement, and in the case of Acquisitions in excess of
$50,000,000 a ten year cash flow projection for any such Cable System or
telecommunications system being acquired, demonstrating such compliance.
 
     8.9 Investments, Loans, Etc. Purchase or otherwise acquire or invest in the
Capital Stock of, or any other equity interest in, any Person (including,
without limitation, the Capital Stock of the Borrower), or make any loan to, or
enter into any arrangement for the purpose of providing funds or credit to, or,
guarantee or become contingently obligated in respect of the obligations of or
make any other investment, whether by way of capital contribution or otherwise,
in, to or with any Person, or permit any Restricted Subsidiary so to do (all of
which are sometimes referred to herein as "Investments"), provided that nothing
contained in this Section 8.9 shall be deemed to prohibit the Borrower or any
Restricted Subsidiary from making Investments:
 
          (a) in certificates of deposit with maturities of 270 days or less
     from the date of acquisition and overnight bank deposits of any Lender or
     of any commercial bank having capital and surplus in excess of
     $500,000,000;
 
          (b) in repurchase obligations of any Lender or of any commercial bank
     satisfying the requirements of clause (a) of this Section 8.9, having a
     term of not more than 30 days, with respect to securities issued or fully
     guaranteed or insured by the United States Government;
 
          (c) in commercial paper of a domestic issuer maturing not in excess of
     270 days from the date of acquisition and rated at least A-1 by S&P or P-1
     by Moody's;
 
          (d) in indebtedness of a domestic issuer maturing not in excess of 270
     days from the date of acquisition and having the highest rating by S&P and
     Moody's; and
 
          (e) in the Subsidiaries or for the creation of new Subsidiaries,
     provided that such Investments are otherwise in compliance with Sections
     8.2, 8.5, 8.6 and 8.8.
 
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<PAGE>   67
 
     8.10 Limitation on Transactions with Affiliates. Enter into any
transaction, including, without limitation, any purchase, sale, lease or
exchange of property or the rendering of any service, with any Affiliate (other
than a Restricted Subsidiary) other than transactions (a) otherwise permitted
under this Agreement, (b) entered into in the ordinary course of the Borrower's
or such Restricted Subsidiary's business, the terms of which are fair and
reasonable and in the best interests of the Loan Party which is party to the
transaction and which transaction is approved by the Board of Directors of the
Borrower or (c) which are existing transactions set forth on Schedule 8.10 and
future transactions which are in renewal or replacement of the transactions set
forth in Schedule 8.10 provided that such future transactions are of a type and
upon terms consistent with the transactions set forth on Schedule 8.10.
 
     8.11 Certain Intercompany Matters. Fail to (i) satisfy customary
formalities with respect to organizational separateness, including, without
limitation, (x) the maintenance of separate books and records and (y) the
maintenance of separate bank accounts in its own name; (ii) act solely in its
own name and through its authorized officers and agents; (iii) commingle any
money or other assets of the Parent or any Unrestricted Subsidiary with any
money or other assets of the Borrower or any of the Restricted Subsidiaries; or
(iv) take any action, or conduct its affairs in a manner, which could reasonably
be expected to result in the separate organizational existence of the Parent,
each Unrestricted Subsidiary, the Borrower and the Restricted Subsidiaries being
ignored under any circumstance.
 
     8.12 Limitation on Restrictions on Subsidiary Distributions. Enter into or
suffer to exist or become effective any consensual encumbrance or restriction on
the ability of any Restricted Subsidiary of the Borrower to (a) pay dividends or
make any other distributions in respect of any Capital Stock of such Restricted
Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other
Restricted Subsidiary of the Borrower, (b) make loans or advances to the
Borrower or any other Restricted Subsidiary of the Borrower or (c) transfer any
of its assets to the Borrower or any other Restricted Subsidiary of the
Borrower, except for such encumbrances or restrictions existing under or by
reason of (i) any restrictions existing under the Loan Documents or any other
agreements in effect on the date hereof, or (ii) any restrictions with respect
to a Restricted Subsidiary imposed pursuant to an agreement which has been
entered into in connection with the sale or disposition of all or substantially
all of the Capital Stock or assets of such Restricted Subsidiary or any
restrictions arising under Franchise Agreements, Pole Agreements or leases
entered into in the ordinary course of business.
 
     8.13 Limitation on Lines of Business. Enter into any business, either
directly or through any Restricted Subsidiary, except for the domestic cable and
telecommunications business (each, a "Permitted Line of Business").
 
     8.14 No Negative Pledge. Covenant or agree with any other lender or other
Person, not to create, or not to allow to be created or otherwise exist, any
Lien upon any asset of the Borrower or any of the Restricted Subsidiaries or
covenant or agree with any other lenders or other Persons to any other
arrangement that is functionally equivalent or similar to a negative pledge.
 
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<PAGE>   68
 
     8.15 Tax Sharing Agreement. Pay any Taxes under the Tax Sharing Agreement
or other similar agreement greater than the lesser of (i) the amount that would
have been payable by the Borrower if there were no Tax Sharing Agreement or
other similar agreement and (ii) the amount actually paid by the Parent in
respect of such Taxes. Amend, supplement or in any manner modify, without the
written consent of the Majority Banks, the terms of the Tax Sharing Agreement.
 
                          SECTION 9. EVENTS OF DEFAULT
 
     If any of the following events shall occur and be continuing:
 
          (a) The Borrower shall fail to pay any principal of any Loan or
     Reimbursement Obligation when due in accordance with the terms hereof; or
     the Borrower shall fail to pay any interest on any Loan or Reimbursement
     Obligation, or any other amount payable hereunder, on or prior to the date
     which is five days (or, if later, three Business Days) after any such
     interest or other amount becomes due in accordance with the terms hereof;
     or
 
          (b) Any representation or warranty made or deemed made by the Parent,
     the Borrower or any other Loan Party herein or in any other Loan Document
     or which is contained in any Information furnished at any time under or in
     connection with this Agreement or any such other Loan Document shall prove
     to have been incorrect in any material respect on or as of the date made or
     deemed made; or
 
          (c) The Borrower or any other Loan Party shall default in the
     observance or performance of any agreement contained in Section 7.7(a) or
     Section 8 of this Agreement or in Section 5(b) of the Pledge Agreements; or
 
          (d) The Borrower, the Parent or any other Loan Party shall default in
     the observance or performance of any other agreement contained in this
     Agreement or any other Loan Document (other than as provided in paragraphs
     (a) through (c) of this Section), and such default shall continue
     unremedied for a period of 30 days after the Administrative Agent shall
     have given the Borrower notice thereof; or
 
          (e) (i) The Parent, the Borrower or any of the Restricted Subsidiaries
     shall default in making any payment of any principal of any Indebtedness
     (including, without limitation, any Guarantee Obligation, but excluding the
     Loans and Reimbursement Obligations) beyond the period of grace or cure, if
     any, provided in the instrument or agreement under which such Indebtedness
     was created; or (ii) the Parent, the Borrower or any of the Restricted
     Subsidiaries shall default in making any payment of any interest on any
     such Indebtedness beyond the period of grace or cure, if any, provided in
     the instrument or agreement under which such Indebtedness was created; or
     (iii) the Parent, the Borrower or any of the Restricted Subsidiaries shall
     default in the observance or performance of any other agreement or
     condition relating to any such Indebtedness or contained in any instrument
     or agreement evidencing, securing or relating thereto, or any other event
     shall occur or
 
                                       62
<PAGE>   69
 
     condition exist, the effect of which default or other event or condition is
     to cause, or to permit the holder or beneficiary of such Indebtedness (or a
     trustee or agent on behalf of such holder or beneficiary) to cause, with
     the giving of notice if required, such Indebtedness to become due or to be
     purchased or repurchased prior to its stated maturity (or, in the case of
     any such Indebtedness constituting a Guarantee Obligation, to become
     payable prior to the stated maturity of the primary obligation covered by
     such Guarantee Obligation); provided that a default, event or condition
     described in clause (i), (ii) or (iii) of this paragraph (e) shall not
     constitute an Event of Default under this Agreement unless, at the time of
     such default, event or condition one or more defaults, events or conditions
     of the type described in clauses (i), (ii) and (iii) of this paragraph (e)
     shall have occurred with respect to Indebtedness the outstanding principal
     amount of which exceeds in the aggregate $10,000,000; or
 
          (f) (i) The Parent, the Borrower or any of the Restricted Subsidiaries
     shall commence any case, proceeding or other action (A) under any existing
     or future law of any jurisdiction, domestic or foreign, relating to
     bankruptcy, insolvency, reorganization or relief of debtors, seeking to
     have an order for relief entered with respect to it, or seeking to
     adjudicate it a bankrupt or insolvent, or seeking reorganization,
     arrangement, adjustment, winding-up, liquidation, dissolution, composition
     or other relief with respect to it or its debts, or (B) seeking appointment
     of a receiver, trustee, custodian, conservator or other similar official
     for it or for all or any substantial part of its assets, or the Parent, the
     Borrower or any of the Restricted Subsidiaries shall make a general
     assignment for the benefit of its creditors; or (ii) there shall be
     commenced against the Parent, the Borrower or any of the Restricted
     Subsidiaries any case, proceeding or other action of a nature referred to
     in clause (i) above which (A) results in the entry of an order for relief
     or any such adjudication or appointment or (B) remains undismissed,
     undischarged or unbonded for a period of 60 days; or (iii) there shall be
     commenced against the Parent, the Borrower or any of the Restricted
     Subsidiaries any case, proceeding or other action seeking issuance of a
     warrant of attachment, execution, distraint or similar process against all
     or any substantial part of its assets which results in the entry of an
     order for any such relief which shall not have been vacated, discharged, or
     stayed or bonded pending appeal within 60 days from the entry thereof; or
     (iv) the Parent, the Borrower or any of the Restricted Subsidiaries shall
     take any action in furtherance of, or indicating its consent to, approval
     of, or acquiescence in, any of the acts set forth in clause (i), (ii), or
     (iii) above; or (v) the Parent, the Borrower or any of the Restricted
     Subsidiaries shall generally not, or shall be unable to, or shall admit in
     writing its inability to, pay its debts as they become due; or
 
          (g) (i) Any Person shall engage in any "prohibited transaction" (as
     defined in Section 406 of ERISA or Section 4975 of the Code) involving any
     Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302
     of ERISA), whether or not waived, shall exist with respect to any Plan or
     any Lien in favor of the PBGC or a Plan shall arise on the assets of the
     Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall
     occur with respect to, or proceedings shall commence to have a trustee
     appointed, or a trustee shall be appointed, to administer or to terminate,
     any Single Employer Plan,
 
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<PAGE>   70
 
     which Reportable Event or commencement of proceedings or appointment of a
     trustee is, in the reasonable opinion of the Majority Lenders, likely to
     result in the termination of such Plan for purposes of Title IV of ERISA,
     (iv) any Single Employer Plan shall terminate for purposes of Title IV of
     ERISA, (v) the Borrower or any Commonly Controlled Entity shall, or in the
     reasonable opinion of the Majority Lenders is likely to, incur any
     liability in connection with a withdrawal from, or the Insolvency or
     Reorganization of, a Multiemployer Plan or (vi) any other event or
     condition shall occur or exist with respect to a Plan; and in each case in
     clauses (i) through (vi) above, such event or condition, together with all
     other such events or conditions, if any, could reasonably be expected to
     have a Material Adverse Effect; or
 
          (h) One or more judgments or decrees shall be entered against the
     Parent, the Borrower or any of the Restricted Subsidiaries involving in the
     aggregate a liability (not paid or fully covered by insurance) of
     $10,000,000 or more, and all such judgments or decrees shall not have been
     vacated, discharged, stayed or bonded pending appeal within 60 days after
     the entry thereof; or
 
          (i) (i) Any material provision of the Loan Documents shall cease, for
     any reason, to be in full force and effect, or the Borrower or any other
     Loan Party shall so assert or (ii) the Lien created by any of the Security
     Documents shall cease to be enforceable and of the same effect and priority
     purported to be created thereby;
 
          (j) A Change of Control shall occur;
 
          (k) The Capital Stock of the Borrower or any portion thereof or any
     Intercompany Subordinated Note shall become subject to or covered by the
     Lien of any Person; or
 
          (l) The Asset Transfer shall not have been fully consummated or all
     governmental and material third party approvals necessary in connection
     therewith shall not have been obtained or shall not be in full force and
     effect by March 31, 1996 or the Managing Agents shall not have received
     evidence satisfactory to the Managing Agents to that effect by such date.
 
then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) of this Section 9 with respect to the
Borrower, automatically the Commitments shall immediately terminate and the
Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement and the other Loan Documents (including, without
limitation, all amounts of L/C Obligations, whether or not the beneficiaries of
the then outstanding Letters of Credit shall have presented the documents
required thereunder) shall immediately become due and payable, and (B) if such
event is any other Event of Default, either or both of the following actions may
be taken: (i) with the consent of the Majority Lenders, the Administrative Agent
may, or upon the request of the Majority Lenders, the Administrative Agent
shall, by notice to the Borrower declare the Commitments to be terminated
forthwith, whereupon such Commitments shall
 
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<PAGE>   71
 
immediately terminate; and (ii) with the consent of the Majority Lenders, the
Administrative Agent may, or upon the request of the Majority Lenders, the
Administrative Agent shall, by notice to the Borrower, declare the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement and the other Loan Documents (including, without limitation, all
amounts of L/C Obligations, whether or not the beneficiaries of the then
outstanding Letters of Credit shall have presented the documents required
thereunder) to be due and payable forthwith, whereupon the same shall
immediately become due and payable. With respect to all Letters of Credit with
respect to which presentment for honor shall not have occurred at the time of an
acceleration pursuant to this paragraph, the Borrower shall at such time deposit
in a cash collateral account opened by the Administrative Agent an amount equal
to the aggregate then undrawn and unexpired amount of such Letters of Credit.
Amounts held in such cash collateral account shall be applied by the
Administrative Agent to the payment of drafts drawn under such Letters of
Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied to repay other
Obligations of the Borrower hereunder and under the other Loan Documents. After
all such Letters of Credit shall have expired or been fully drawn upon, all
Reimbursement Obligations shall have been satisfied, all Loans shall have been
paid in full and no other Obligations shall be due and payable, the balance, if
any, in such cash collateral account shall be returned to the Borrower (or such
other Person as may be lawfully entitled thereto).
 
     Except as expressly provided above in this Section, presentment, demand,
protest and all other notices of any kind are hereby expressly waived.
 
                      SECTION 10. THE ADMINISTRATIVE AGENT
 
     10.1 Appointment. Each Lender hereby irrevocably designates and appoints
the Administrative Agent as the agent of such Lender under this Agreement and
the other Loan Documents, and each such Lender irrevocably authorizes the
Administrative Agent, in such capacity, to take such action on its behalf under
the provisions of this Agreement and the other Loan Documents and to exercise
such powers and perform such duties as are expressly delegated to the
Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement or any
other Loan Document, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent.
 
     10.2 Delegation of Duties. The Administrative Agent may execute any of its
duties under this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Administrative Agent shall not be
responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care.
 
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<PAGE>   72
 
     10.3 Exculpatory Provisions. Neither the Administrative Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or affiliates
shall be (i) liable for any action lawfully taken or omitted to be taken by it
or such Person under or in connection with this Agreement or any other Loan
Document (except for its or such Person's own gross negligence or willful
misconduct) or (ii) responsible in any manner to any of the Lenders for any
recitals, statements, representations or warranties made by the Borrower or any
officer thereof contained in this Agreement or any other Loan Document or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Administrative Agent under or in connection with, this
Agreement or any other Loan Document or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document or for any failure of the Borrower to perform its obligations hereunder
or thereunder. The Administrative Agent shall not be under any obligation to any
Lender to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of the Borrower.
 
     10.4 Reliance by the Administrative Agent. The Administrative Agent shall
be entitled to rely, and shall be fully protected in relying, upon any Note,
writing, resolution, notice, consent, certificate, affidavit, letter, facsimile,
statement, order or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to the Borrower), independent accountants and other experts
selected by the Administrative Agent. The Administrative Agent may deem and
treat the payee of any Note as the owner thereof for all purposes unless a
written notice of assignment, negotiation or transfer thereof shall have been
filed with the Administrative Agent. The Administrative Agent shall be fully
justified in failing or refusing to take any action under this Agreement or any
other Loan Document unless it shall first receive such advice or concurrence of
the Majority Lenders as it deems appropriate or it shall first be indemnified to
its satisfaction by the Lenders against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such action.
The Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the other Loan Documents in
accordance with a request of the Majority Lenders, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and all future holders of the Loans.
 
     10.5 Notice of Default. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Administrative Agent has received notice from a Lender
(except in the case of a Default under Section 9(a)) or the Borrower referring
to this Agreement, describing such Default or Event of Default and stating that
such notice is a "notice of default". In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall give notice thereof to
the Lenders. The Administrative Agent shall take such action with respect to
such Default or Event of Default as shall be reasonably directed by the Majority
Lenders; provided that unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be
obligated
 
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<PAGE>   73
 
to) take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable in the best interests of
the Lenders.
 
     10.6 Non-Reliance on the Administrative Agent and the Other Lenders. Each
Lender expressly acknowledges that neither the Administrative Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or affiliates has
made any representations or warranties to it and that no act by the
Administrative Agent hereinafter taken, including any review of the affairs of
the Borrower, shall be deemed to constitute any representation or warranty by
the Administrative Agent to any Lender. Each Lender represents to the
Administrative Agent that it has, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrower and made its own decision to make
its Loans hereunder and enter into this Agreement. Each Lender also represents
that it will, independently and without reliance upon the Administrative Agent
or any other Lender, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other Loan Documents, and to make such investigation as it deems necessary
to inform itself as to the business, operations, property, financial and other
condition and creditworthiness of the Borrower. Except for notices, reports and
other documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of the Borrower which may come into
the possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates.
 
     10.7 Indemnification. The Lenders agree to indemnify the Administrative
Agent in its capacity as such (to the extent not reimbursed by the Borrower and
without limiting the obligation of the Borrower to do so), ratably according to
their respective Specified Percentages in effect on the date on which
indemnification is sought (or, if indemnification is sought after the date upon
which the Loans shall have been paid in full, ratably in accordance with their
Specified Percentages immediately prior to such date), from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind whatsoever which may at any
time (including, without limitation, at any time following the payment of the
Loans) be imposed on, incurred by or asserted against the Administrative Agent
in any way relating to or arising out of, the Commitments, this Agreement, any
of the other Loan Documents or any documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby or any
action taken or omitted by the Administrative Agent under or in connection with
any of the foregoing; provided that no Lender shall be liable for the payment of
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from the
Administrative Agent's gross negligence or willful misconduct. The agreements in
this Section shall survive the payment of the Loans and all other amounts
payable hereunder.
 
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<PAGE>   74
 
     10.8 The Administrative Agent in Its Individual Capacity. The
Administrative Agent and its affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrower as though the
Administrative Agent were not the Administrative Agent hereunder and under the
other Loan Documents. With respect to the Loans made by it, the Administrative
Agent shall have the same rights and powers under this Agreement and the other
Loan Documents as any Lender and may exercise the same as though it were not the
Administrative Agent, and the terms "Lender" and "Lenders" shall include the
Administrative Agent in its individual capacity.
 
     10.9 Successor Administrative Agent. (a) The Administrative Agent may
resign as the Administrative Agent upon 30 days' notice to the Lenders and the
appointment of a successor Administrative Agent as hereinafter provided. If the
Administrative Agent shall resign as the Administrative Agent under this
Agreement and the other Loan Documents, then, unless an Event of Default shall
have occurred and be continuing (in which case, the Majority Lenders shall
appoint a successor), the Borrower shall appoint from among the Lenders a
successor Administrative Agent for the Lenders, which successor Administrative
Agent shall be approved by the Majority Lenders (which approval shall not be
unreasonably withheld). If no successor Administrative Agent shall have been so
appointed by the Borrower (or in the case of an Event of Default, by the
Majority Lenders) and such successor Administrative Agent has not accepted such
appointment within 30 days after such resignation, then the resigning
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which successor Administrative Agent hereunder shall be
either a Lender or, if none of the Lenders is willing to serve as successor
Administrative Agent, a major international bank having combined capital and
surplus of at least $500,000,000. Upon the acceptance of any appointment as the
Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall succeed to the rights, powers and duties of
the Administrative Agent, and the term "Administrative Agent" shall mean such
successor Administrative Agent effective upon such appointment and approval, and
the former Administrative Agent's rights, powers and duties as the
Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement or any holders of the Loans. After any retiring Administrative
Agent's resignation as the Administrative Agent, the provisions of this Section
10 shall inure to its benefit as to any actions taken or omitted to be taken by
it while it was the Administrative Agent under this Agreement and the other Loan
Documents.
 
     (b) In the event that the Administrative Agent shall have breached any of
its material obligations to the Lenders hereunder, the Majority Lenders may
remove the Administrative Agent, effective on the date specified by them, by
written notice to the Administrative Agent and the Borrower. Upon any such
removal, the Borrower, provided that no Event of Default shall have occurred and
be continuing (in which case the Majority Lenders shall make the appointment),
shall have the right to appoint a successor Administrative Agent, which
successor Administrative Agent shall be approved by the Majority Lenders (which
approval shall not be unreasonably withheld). If no successor Administrative
Agent shall have been so appointed by the Borrower (or in the case of an Event
of Default, by the Majority Lenders) and such successor Administrative Agent has
not
 
                                       68
<PAGE>   75
 
accepted such appointment within 30 days after notification to the
Administrative Agent of its removal, then the retiring Administrative Agent may,
on behalf of the Lenders, appoint a successor Administrative Agent, which
successor Administrative Agent hereunder shall be either a Lender or, if none of
the Lenders is willing to serve as successor Administrative Agent, a major
international bank having combined capital and surplus of at least $500,000,000.
Such successor Administrative Agent, provided that no Event of Default shall
have occurred and be continuing, shall be reasonably satisfactory to the
Borrower. Upon the acceptance of any appointment as the Administrative Agent
hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations under
this Agreement. The Borrower and the Lenders shall execute such documents as
shall be necessary to effect such appointment. After any retiring Administrative
Agent's removal hereunder as the Administrative Agent, the provisions of this
Section 10.9 shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was the Administrative Agent under this Agreement and the
other Loan Documents. If at any time there shall not be a duly appointed and
acting Administrative Agent, the Borrower agrees to make each payment due
hereunder and under the Notes directly to the Lenders entitled thereto during
such time.
 
     10.10 Managing Agents and Co-Agents. No Managing Agent or Co-Agent in their
respective capacities as such shall have any duties or responsibilities
hereunder, or any fiduciary relationship with any Lender, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or otherwise exist against any Managing Agent or
Co-Agent in their respective capacities as such.
 
                    SECTION 11. NEW RESTRICTED SUBSIDIARIES
 
     The Borrower and each Restricted Subsidiary hereby agree to promptly, after
the creation, acquisition and/or designation of a Restricted Subsidiary, notify
the Administrative Agent of the existence thereof and to promptly cause each
such new Restricted Subsidiary to execute and deliver to the Administrative
Agent (a) an assumption agreement, in form satisfactory to the Lenders, pursuant
to which, inter alia, any such new Restricted Subsidiary shall become a party to
this Agreement, shall assume all obligations of a Restricted Subsidiary under
this Agreement and shall agree that it is a Restricted Subsidiary for all
purposes of this Agreement; and (b) a Pledge Agreement in the form of Exhibit F
hereto.
 
                           SECTION 12. MISCELLANEOUS
 
     12.1 Amendments and Waivers. Neither this Agreement nor any other Loan
Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this Section 12.1. The
Majority Lenders and each relevant Loan Party may, or, with the written consent
of the Majority Lenders, the Administrative Agent and each relevant Loan Party
may, from time to time, (a) enter into written amendments, supplements or
 
                                       69
<PAGE>   76
 
modifications hereto and to the other Loan Documents for the purpose of adding
any provisions to this Agreement or the other Loan Documents or changing in any
manner the rights of the Lenders or of the Loan Parties hereunder or thereunder
or (b) waive, on such terms and conditions as the Majority Lenders or the
Administrative Agent, as the case may be, may specify in such instrument, any of
the requirements of this Agreement or the other Loan Documents or any Default or
Event of Default and its consequences; provided, however, that no such waiver
and no such amendment, supplement or modification shall (i) reduce the amount or
extend the scheduled date of maturity of any Loan or of any installment thereof,
or reduce the stated rate of any interest or fee payable hereunder or extend the
scheduled date of any payment thereof or increase the amount or extend the
expiration date of any Commitment of any Lender, or make any change in the
method of application of any payment of the Loans specified in Section 4.2 or
Section 4.8 without the consent of each Lender directly affected thereby, (ii)
waive, extend or reduce any mandatory Commitment reduction pursuant to Section
4.2, (iii) amend, modify or waive any provision of the Intercompany Subordinated
Debt Agreement, this Section 12.1 or reduce any percentage specified in the
definition of Majority Lenders, or consent to the assignment or transfer by any
Loan Party of any of its rights and obligations under this Agreement and the
other Loan Documents, (iv) release the Collateral except for any Collateral
which is (x) permitted to be disposed of pursuant to Section 8.5(a) or (y) the
subject of a transaction permitted under Sections 8.5(c) or (d), which
Collateral may be released by the Administrative Agent pursuant to Section 8.5,
(v) amend, modify or waive any condition precedent to any extension of credit
set forth in Section 6, in each case of (i), (ii), (iii), (iv) and (v) above,
without the written consent of all of the Lenders, (vi) amend, modify or waive
any provision of Section 10 without the written consent of the then
Administrative Agent or (vii) amend, modify or waive any provision of Section 3
without the written consent of the Issuing Lender. Any such waiver and any such
amendment, supplement or modification shall apply equally to each of the Lenders
and shall be binding upon the Loan Parties, the Lenders, the Administrative
Agent and all future holders of the Notes. In the case of any waiver, the Loan
Parties, the Lenders and the Administrative Agent shall be restored to their
former position and rights hereunder and under the other Loan Documents, and any
Default or Event of Default waived shall be deemed to be cured and not
continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default, or impair any right consequent thereon.
 
     12.2 Notices. All notices, requests and demands to or upon the respective
parties hereto to be effective shall be in writing (including by facsimile
transmission) and, unless otherwise expressly provided herein, shall be deemed
to have been duly given or made (a) in the case of delivery by hand, when
delivered, (b) in the case of delivery by mail, three Business Days after being
deposited in the mails, postage prepaid, or (c) in the case of delivery by
facsimile transmission, when sent and receipt has been confirmed, addressed as
follows in the case of the Borrower, the Restricted Subsidiaries and the
Administrative Agent, and as set forth in Schedule 1.1 (or, with respect to any
Lender that is an Assignee, in the applicable Assignment and Acceptance) in the
case of the other parties hereto, or to such other address as may be hereafter
notified by the respective parties hereto:
 
                                       70
<PAGE>   77
 
     The Borrower:                      Jones Cable Holdings, Inc.
                                        9697 East Mineral Avenue
                                        Englewood, Colorado 80112
                                        Attention: Treasurer
                                        Fax: (303) 790-7324
                                        (with a copy to General Counsel)
                                        Fax: (303) 799-1644
 
     The Restricted Subsidiaries:       c/o Jones Cable Holdings, Inc.
                                        9697 East Mineral Avenue
                                        Englewood, Colorado 80112
                                        Attention: Treasurer
                                        Fax: (303) 790-7324
                                        (with a copy to General Counsel)
                                        Fax: (303) 799-1644
 
     The Administrative
       Agent:                           NationsBank of Texas, N.A.
                                        901 Main Street, 64th Floor
                                        Dallas, Texas 75202
                                        Attention: Douglas E. Roper
                                        Fax: (212) 508-9390
 
provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders pursuant to Section 2 or 3 shall not be effective until received.
 
     12.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in
exercising, on the part of the Administrative Agent or any Lender, any right,
remedy, power or privilege hereunder or under the other Loan Documents shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law.
 
     12.4 Survival of Representations and Warranties. All representations and
warranties made hereunder, in the other Loan Documents and in any document,
certificate or statement delivered pursuant hereto or in connection herewith
shall survive the execution and delivery of this Agreement and the making of the
Loans hereunder.
 
     12.5 Payment of Expenses and Taxes. The Borrower agrees (a) to pay or
reimburse the Administrative Agent for all its reasonable out-of-pocket costs
and expenses incurred in connection with the development, preparation and
execution of, and any amendment, supplement
 
                                       71
<PAGE>   78
 
or modification to, this Agreement and the other Loan Documents and any other
documents prepared in connection herewith or therewith, and the consummation and
administration of the transactions contemplated hereby and thereby, including,
without limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent, (b) to pay or reimburse each Lender and the Administrative
Agent for all its costs and expenses incurred in connection with the enforcement
or preservation of any rights under this Agreement, the other Loan Documents and
any such other documents, including, without limitation, the reasonable fees and
disbursements of counsel to each Lender and of counsel to the Administrative
Agent, (c) without duplication of amounts payable pursuant to Sections 4.9 and
4.10, to pay, indemnify, and hold each Lender and the Administrative Agent
harmless from, any and all recording and filing fees and any and all liabilities
with respect to, or resulting from any delay in paying, stamp, excise and other
taxes, if any, which may be payable or determined to be payable in connection
with the execution and delivery of, or consummation or administration of any of
the transactions contemplated by, or any amendment, supplement or modification
of, or any waiver or consent under or in respect of, this Agreement, the other
Loan Documents and any such other documents, and (d) without duplication of
amounts payable pursuant to Sections 4.9 and 4.10, to pay, indemnify, and hold
each Lender, each Issuing Lender and the Administrative Agent, and their
respective officers, directors, employees, affiliates, advisors, agents and
controlling persons (each, an "indemnitee"), harmless from and against any and
all other liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever with respect to the execution, delivery, enforcement, performance and
administration of this Agreement, the other Loan Documents and any such other
documents or the use of the proceeds of the Loans (all the foregoing in this
clause (d), collectively, the "indemnified liabilities"), provided, that the
Borrower shall have no obligation hereunder to any indemnitee with respect to
indemnified liabilities arising from the gross negligence or willful misconduct
of such indemnitee. The agreements in this Section shall survive repayment of
the Loans and all other amounts payable hereunder.
 
     12.6 Successors and Assigns; Participations and Assignments. (a) This
Agreement shall be binding upon and inure to the benefit of the Borrower, the
Lenders, the Administrative Agent and their respective successors and assigns,
except that neither the Borrower nor the Restricted Subsidiaries may assign or
transfer any of its rights or obligations under this Agreement without the prior
written consent of each Lender.
 
     (b) Any Lender may, in the ordinary course of its business and in
accordance with applicable law, at any time sell to one or more banks or other
entities ("Participants") participating interests in any Loan owing to such
Lender, any Commitment of such Lender or any other interest of such Lender
hereunder and under the other Loan Documents. In the event of any such sale by a
Lender of a participating interest to a Participant, such Lender's obligations
under this Agreement to the other parties to this Agreement shall remain
unchanged, such Lender shall remain solely responsible for the performance
thereof, such Lender shall remain the holder of any such Loan for all purposes
under this Agreement and the other Loan Documents, and the Borrower and the
Administrative Agent shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations under this Agreement and
the other Loan Documents. In no
 
                                       72
<PAGE>   79
 
event shall any Participant under any such participation have any right to
approve any amendment or waiver of any provision of any Loan Document, or any
consent to any departure by any Loan Party therefrom, except to the extent that
such amendment, waiver or consent would reduce the principal of, or interest on,
the Loans or any fees payable hereunder, or postpone the date of the final
scheduled maturity of the Loans, in each case to the extent subject to such
participation. The Borrower agrees that if amounts outstanding under this
Agreement are due or unpaid, or shall have been declared or shall have become
due and payable upon the occurrence of an Event of Default, each Participant
shall, to the maximum extent permitted by applicable law, be deemed to have the
right of setoff in respect of its participating interest in amounts owing under
this Agreement to the same extent as if the amount of its participating interest
were owing directly to it as a Lender under this Agreement, provided that, in
purchasing such participating interest, such Participant shall be deemed to have
agreed to share with the Lenders the proceeds thereof as provided in Section
12.7(a) as fully as if it were a Lender hereunder. The Borrower also agrees that
each Participant shall be entitled to the benefits of Sections 4.9, 4.10 and
4.11 with respect to its participation in the Commitments and the Loans
outstanding from time to time as if it were a Lender; provided that, in the case
of Section 4.10, such Participant shall have complied with the requirements of
said Section and provided, further, that no Participant shall be entitled to
receive any greater amount pursuant to any such Section than the transferor
Lender would have been entitled to receive in respect of the amount of the
participation transferred by such transferor Lender to such Participant had no
such transfer occurred.
 
     (c) Any Lender may, in the ordinary course of its business and in
accordance with applicable law, at any time and from time to time assign to any
Person (an "Assignee") all or any part of its rights and obligations under this
Agreement and the other Loan Documents pursuant to an Assignment and Acceptance,
substantially in the form of Exhibit A, executed by such Assignee and such
assigning Lender and delivered to the Administrative Agent for its acceptance
and recording in the Register (with a copy to the Borrower); provided that, (i)
no such assignment (other than to any Lender or any affiliate thereof) shall be
in an aggregate principal amount of less than $5,000,000 and $1,000,000
multiples thereof, (ii) after giving effect to any such assignment, the
assigning Lender (together with any Lender which is an affiliate of such
assigning Lender) shall retain no less than 49% of its original Commitment,
unless otherwise agreed to by the Borrower and (iii) each assignment (other than
to any Lender or any affiliate thereof) shall be subject to the prior written
consent of the Borrower (which consent shall not be unreasonably withheld). Upon
such execution, delivery, acceptance and recording, from and after the effective
date determined pursuant to such Assignment and Acceptance, (x) the Assignee
thereunder shall be a party hereto and, to the extent provided in such
Assignment and Acceptance, have the rights and obligations of a Lender hereunder
with a Commitment as set forth therein, and (y) the assigning Lender thereunder
shall, to the extent provided in such Assignment and Acceptance, be released
from its obligations under this Agreement.
 
                                       73
<PAGE>   80
 
     (d) Any Non-U.S. Lender that could become completely exempt from
withholding of any tax, assessment or other charge or levy imposed by or on
behalf of the United States or any taxing authority thereof ("U.S. Taxes") in
respect of payment of any Obligations due to such Non-U.S. Lender under this
Agreement if the Obligations were in registered form for U.S. federal income tax
purposes may request the Borrower (through the Administrative Agent), and the
Borrower agrees thereupon, to exchange any promissory note(s) evidencing such
Obligations for promissory note(s) registered as provided in paragraph (f) below
and substantially in the form of Exhibit N (an "Alternative Note"). Alternative
Notes may not be exchanged for promissory notes that are not Alternative Notes.
 
     (e) Each Non-U.S. Lender that could become completely exempt from
withholding of U.S. Taxes in respect of payment of any Obligations due to such
Non-U.S. Lender if the Obligations were in registered form for U.S. Federal
income tax purposes and that holds Alternative Note(s) (an "Alternative
Noteholder") (or, if such Alternative Noteholder is not the beneficial owner
thereof, such beneficial owner) shall deliver to the Borrower prior to or at the
time such Non-U.S. Lender becomes an Alternative Noteholder a Form W-8
(Certificate of Foreign Status of the U.S. Department of Treasury) (or any
successor or related form adopted by the U.S. taxing authorities), together with
an annual certificate stating that (i) such Alternative Noteholder or beneficial
owner, as the case may be, is not a "bank" within the meaning of Section 881(c)
of the Code, is not a 10-percent shareholder (within the meaning of Section
871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign
corporation related to the Company (within the meaning of Section 864(d)(4) of
the Code) and (ii) such Alternative Noteholder or beneficial owner, as the case
may be, shall promptly notify the Borrower if at any time such Alternative
Noteholder or beneficial owner, as the case may be, determines that it is no
longer in a position to provide such certification to the Borrower (or any other
form of certification adopted by the U.S. taxing authorities for such purposes).
 
     (f) An Alternative Note and the Obligation(s) evidenced thereby may be
assigned or otherwise transferred in whole or in part only by registration of
such assignment or transfer of such Alternative Note and the Obligation(s)
evidenced thereby on the Register (and each Alternative Note shall expressly so
provide). Any assignment or transfer of all or part of such Obligation(s) and
the Alternative Note(s) evidencing the same shall be registered on the Register
only upon surrender for registration of assignment or transfer of the
Alternative Note(s) evidencing such Obligation(s), duly endorsed by (or
accompanied by a written instrument of assignment or transfer duly executed by)
the Alternative Noteholder thereof, and thereupon one or more new Alternative
Note(s) in the same aggregate principal amount shall be issued to the designated
Assignee(s). No assignment of an Alternative Note and the Obligation(s)
evidenced thereby shall be effective unless it has been recorded in the Register
as provided in this Section 12.6(f).
 
     (g) The Administrative Agent, on behalf of the Borrower, shall maintain at
the address of the Administrative Agent referred to in Section 12.2 a copy of
each Assignment and Acceptance delivered to it and a register (the "Register")
for the recordation of the names and addresses of the Lenders (including
Alternative Noteholders) and the Commitments of, and principal
 
                                       74
<PAGE>   81
 
amounts of the Loans owing to, each Lender from time to time. The entries in the
Register shall be conclusive, in the absence of manifest error, and the
Borrower, the Administrative Agent and the Lenders may (and, in the case of any
Loan or other obligation hereunder not evidenced by a Note, shall) treat each
Person whose name is recorded in the Register as the owner of a Loan or other
obligation hereunder as the owner thereof for all purposes of this Agreement and
the other Loan Documents, notwithstanding any notice to the contrary. Any
assignment of any Loan or other obligation hereunder not evidenced by a Note
shall be effective only upon appropriate entries with respect thereto being made
in the Register. The Register shall be available for inspection by the Borrower
or any Lender at any reasonable time and from time to time upon reasonable prior
notice.
 
     (h) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an Assignee together with payment to the Administrative
Agent of a registration and processing fee of $3,000, the Administrative Agent
shall (i) promptly accept such Assignment and Acceptance and (ii) on the
effective date determined pursuant thereto record the information contained
therein in the Register and give notice of such acceptance and recordation to
the Lenders and the Borrower.
 
     (i) Subject to Section 12.15, the Borrower authorizes each Lender to
disclose to any Participant or Assignee (each, a "Transferee") and any
prospective Transferee, subject to the Transferee agreeing to be bound by the
provisions of Section 12.15, any and all financial information in such Lender's
possession concerning the Borrower and the Restricted Subsidiaries which has
been delivered to such Lender by or on behalf of the Borrower pursuant to this
Agreement or which has been delivered to such Lender by or on behalf of the
Borrower in connection with such Lender's credit evaluation of the Borrower and
its Restricted Subsidiaries prior to becoming a party to this Agreement.
 
     (j) For avoidance of doubt, the parties to this Agreement acknowledge that
the provisions of this Section concerning assignments of Loans and Notes relate
only to absolute assignments and that such provisions do not prohibit
assignments creating security interests, including, without limitation, any
pledge or assignment by a Lender of any Loan or Note to any Federal Reserve Bank
in accordance with applicable law.
 
     12.7 Adjustments, Set-off. (a) If any Lender (a "benefitted Lender") shall
at any time receive any payment of all or part of its Loans, or interest
thereon, or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in Section 9(f), or otherwise), in a greater proportion than any
such payment to or collateral received by any other Lender, if any, in respect
of such other Lender's Loans, or interest thereon, such benefitted Lender shall
purchase for cash from the other Lenders a participating interest in such
portion of each such other Lender's Loan, or shall provide such other Lenders
with the benefits of any such collateral, or the proceeds thereof, as shall be
necessary to cause such benefitted Lender to share the excess payment or
benefits of such collateral or proceeds ratably with each of the Lenders;
provided, however, that if all or any portion of such excess payment or benefits
is thereafter recovered from such benefitted Lender, such purchase shall be
 
                                       75
<PAGE>   82
 
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest.
 
     (b) In addition to any rights and remedies of the Lenders provided by law,
each Lender shall have the right, without prior notice to the Borrower, any such
notice being expressly waived by the Borrower to the extent permitted by
applicable law, upon any amount becoming due and payable by the Borrower
hereunder (whether at the stated maturity, by acceleration or otherwise) to
set-off and appropriate and apply against such amount, to the extent permitted
by applicable law, any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any other credits, indebtedness or
claims, in any currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by such Lender or
any branch or agency thereof to or for the credit or the account of the
Borrower. Each Lender agrees promptly to notify the Borrower and the
Administrative Agent after any such set-off and application made by such Lender,
provided that, to the extent permitted by applicable law, the failure to give
such notice shall not affect the validity of such set-off and application.
 
     12.8 Counterparts; When Effective. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts
(including by facsimile transmission), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. A set of the
copies of this Agreement signed by all the parties shall be lodged with the
Borrower and the Administrative Agent. This Agreement shall become effective
when the Administrative Agent has received counterparts hereof executed by the
Borrower, the Administrative Agent and each Lender (such date herein referred to
as the "Effective Date").
 
     12.9 Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
 
     12.10 Integration. This Agreement and the other Loan Documents represent
the agreement of the Parent, the Borrower, the Administrative Agent and the
Lenders with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or any
Lender relative to subject matter hereof not expressly set forth or referred to
herein or in the other Loan Documents.
 
     12.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
 
                                       76
<PAGE>   83
 
     12.12 SUBMISSION TO JURISDICTION: WAIVERS. (A) EACH PARTY HERETO, IN EACH
CASE FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, HEREBY IRREVOCABLY AND
UNCONDITIONALLY:
 
          (I) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR
     PROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH
     IT IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN
     RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF
     THE STATE OF NEW YORK, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE
     SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;
 
          (II) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN
     SUCH COURTS AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO
     THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH
     ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO
     PLEAD OR CLAIM THE SAME;
 
          (III) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING
     MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL
     (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO IT AT ITS
     ADDRESS SET FORTH IN SECTION 12.2 OR SCHEDULE 1.1, AS APPLICABLE, OR AT
     SUCH OTHER ADDRESS OF WHICH THE ADMINISTRATIVE AGENT SHALL HAVE BEEN
     NOTIFIED PURSUANT TO SECTION 12.2; AND
 
          (IV) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT
     SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE
     RIGHT TO SUE IN ANY OTHER JURISDICTION.
 
     (B) THE BORROWER AND EACH SUBSIDIARY WAIVES, TO THE MAXIMUM EXTENT NOT
PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL ACTION
OR PROCEEDING REFERRED TO IN THIS SECTION ANY SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES.
 
                                       77
<PAGE>   84
 
     12.13 Acknowledgements. The Borrower and each Restricted Subsidiary hereby
acknowledges that:
 
          (a) it has been advised by counsel in the negotiation, execution and
     delivery of this Agreement and the other Loan Documents;
 
          (b) neither the Administrative Agent nor any Lender has any fiduciary
     relationship with or duty to the Borrower or any Subsidiary arising out of
     or in connection with this Agreement or any of the other Loan Documents,
     and the relationship between the Administrative Agent and the Lenders, on
     one hand, and the Borrower or any Subsidiary, on the other hand, in
     connection herewith or therewith is solely that of debtor and creditor; and
 
          (c) no joint venture is created hereby or by the other Loan Documents
     or otherwise exists by virtue of the transactions contemplated hereby among
     the Lenders or among the Borrower, the Subsidiaries and the Lenders.
 
     12.14 WAIVERS OF JURY TRIAL. THE BORROWER, THE SUBSIDIARIES, THE
ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
 
     12.15 Confidentiality. Each Lender agrees to keep confidential all
non-public information provided to it by or on behalf of the Borrower or any of
the Restricted Subsidiaries pursuant to this Agreement or any other Loan
Document; provided that nothing herein shall prevent any Lender from disclosing
any such information (i) to the Administrative Agent or any other Lender, (ii)
to any Assignee or Participant, (iii) to its employees, directors, agents,
attorneys, accountants and other professional advisors, (iv) upon demand of any
Governmental Authority having jurisdiction over such Lender, (v) in response to
any order of any court or other Governmental Authority or as may otherwise be
required pursuant to any Requirement of Law, (vi) which has been publicly
disclosed other than in breach of this Agreement, or (vii) in connection with
the exercise of any remedy hereunder.
 
                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
                            SIGNATURE PAGES FOLLOW.]
 
                                       78
<PAGE>   85
 
     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
 
                                          JONES CABLE HOLDINGS, INC.
 
                                          By:      /s/ J. ROY POTTLE
                                              --------------------------------
                                          Name:        J. Roy Pottle
                                                ------------------------------
                                          Title:         Treasurer
                                                 -----------------------------
 
     By their execution hereinbelow, the Restricted Subsidiaries agree to be
bound by each agreement, covenant, representation, warranty and term and
condition contained in this Agreement which, by their terms, apply to the
Restricted Subsidiaries.
 
                                          JONES COMMUNICATIONS OF VIRGINIA, INC.
 
                                          By:      /s/ J. ROY POTTLE
                                              --------------------------------
                                          Name:        J. Roy Pottle
                                                ------------------------------
                                          Title:         Treasurer
                                                 -----------------------------


                                          JONES COMMUNICATIONS OF COLORADO, INC.

                                          By:      /s/ J. ROY POTTLE
                                              --------------------------------
                                          Name:        J. Roy Pottle
                                                ------------------------------
                                          Title:         Treasurer
                                                 -----------------------------
<PAGE>   86
 
                                          JONES COMMUNICATIONS OF MARYLAND, INC.
 
                                          By:      /s/ J. ROY POTTLE
                                              --------------------------------
                                          Name:        J. Roy Pottle
                                                ------------------------------
                                          Title:         Treasurer
                                                 -----------------------------
 
                                          The Administrative Agent, the
                                          Documentation Agent and the 
                                          Syndication Agent:
 
                                          NATIONS BANK OF TEXAS, N.A.,
                                          as the Administrative Agent and
                                          Documentation Agent
 
                                          By:      /s/ DOUGLAS E. ROPER
                                              --------------------------------
                                          Name:        Douglas E. Roper
                                                ------------------------------
                                          Title:    Senior Vice President
                                                 -----------------------------
 
                                          THE BANK OF NOVA SCOTIA,
                                          as the Syndication Agent
 
                                          By:      /s/ CLAUDIA J. CHIFOS
                                              --------------------------------
                                          Name:        Claudia J. Chifos
                                                ------------------------------
                                          Title:     Authorized Signatory
                                                 -----------------------------
<PAGE>   87
 
                                            The Managing Agents and the Lenders:
 
                                            NATIONSBANK OF TEXAS, N.A., as
                                            Managing Agent and as a Lender
 
                                            By:     /s/ DOUGLAS E. ROPER
                                                --------------------------------
                                            Name:       Douglas E. Roper
                                                  ------------------------------
                                            Title:    Senior Vice President
                                                   -----------------------------
 
                                            THE BANK OF NOVA SCOTIA, as Managing
                                            Agent and as a Lender
 
                                            By:      /s/ CLAUDIA J. CHIFOS
                                                --------------------------------
                                            Name:        Claudia J. Chifos
                                                  ------------------------------
                                            Title:     Authorized Signatory
                                                   -----------------------------
 
                                            The Co-Agents and the Lenders:
 
                                            CORESTATES BANK, N.A.,
                                            as a Co-Agent and as a Lender
 
                                            By:     /s/ PHILIP D. HARRISON
                                                --------------------------------
                                            Name:       Philip D. Harrison
                                                  ------------------------------
                                            Title:   Assistant Vice President
                                                   -----------------------------
 
                                            PNC BANK, NATIONAL ASSOCIATION,
                                            as a Co-Agent and as a Lender
 
                                            By:       /s/ THOMAS P. CARDEN
                                                --------------------------------
                                            Name:         Thomas P. Carden
                                                  ------------------------------
                                            Title:         Vice President
                                                   -----------------------------
<PAGE>   88
 
                                            ROYAL BANK OF CANADA,
                                            as a Co-Agent and as a Lender
 
                                            By:      /s/ MARK D. THURSHEIM
                                                --------------------------------
                                            Name:        Mark D. Thursheim
                                                  ------------------------------
                                            Title:           Manager
                                                   -----------------------------
 
                                            CREDIT LYONNAIS CAYMAN
                                            ISLAND BRANCH,
                                            as a Co-Agent and as a Lender
 
                                            By:         /s/ [ILLEGIBLE]
                                                --------------------------------
                                            Name:           [ILLEGIBLE]
                                                  ------------------------------
                                            Title:
                                                   -----------------------------
 
                                            SOCIETE GENERALE,
                                            as a Co-Agent and as a Lender
 
                                            By:          /s/ MARK VIGIL
                                                --------------------------------
                                            Name:            Mark Vigil
                                                  ------------------------------
                                            Title:       Vice President
                                                   -----------------------------
 
                                            CHEMICAL BANK,
                                            as a Lender
 
                                            By:       /s/ JOHN J. HUBER III
                                                --------------------------------
                                            Name:         John J. Huber III
                                                  ------------------------------
                                            Title:        Managing Director
                                                   -----------------------------
<PAGE>   89
 
                                            MELLON BANK, N.A.,
                                            as a Lender
 
                                            By:     /s/  MICHAEL P. HOYEINCO
                                                --------------------------------
                                            Name:        Michael P. Hoyeinco
                                                  ------------------------------
                                            Title:    Assistant Vice President
                                                   -----------------------------
 
                                            THE TORONTO-DOMINION BANK,
                                            as a Lender
 
                                            By:        /s/  LISA ALLISON
                                                --------------------------------
                                            Name:           Lisa Allison
                                                  ------------------------------
                                            Title:       Mgr. Cr. Admin.
                                                   -----------------------------
 
                                            SHAWMUT BANK,
                                            as a Lender
 
                                            By:       /s/  ROBERT F. WEST
                                                --------------------------------
                                            Name:          Robert F. West
                                                  ------------------------------
                                            Title:           Director
                                                   -----------------------------
 
                                            BANQUE PARIBAS,
                                            as a Lender
 
                                            By:        /s/  SONIA ISAACS
                                                --------------------------------
                                            Name:           Sonia Isaacs
                                                  ------------------------------
                                            Title:         Vice President
                                                   -----------------------------
 
                                            By:        /s/  JOHN G. ACKER
                                                --------------------------------
                                            Name:           John G. Acker
                                                  ------------------------------
                                            Title:      Group Vice President
                                                   -----------------------------
<PAGE>   90
 
                                            NATIONAL WESTMINSTER BANK,
                                            as a Lender
 
                                            By:        /s/  ROSELYN REID
                                                --------------------------------
                                            Name:           Roselyn Reid
                                                  ------------------------------
                                            Title:         Vice President
                                                   -----------------------------
 
                                            COLORADO NATIONAL BANK,
                                            as a Lender
 
                                            By:       /s/  LESLIE M. KELLY
                                                --------------------------------
                                            Name:          Leslie M. Kelly
                                                  ------------------------------
                                            Title:        Vice President
                                                   -----------------------------
 
                                            FIRST NATIONAL BANK OF MARYLAND,
                                            as a Lender
 
                                            By:        /s/  MARK L. COOK
                                                --------------------------------
                                            Name:           Mark L. Cook
                                                  ------------------------------
                                            Title:         Vice President
                                                   -----------------------------
<PAGE>   91
 
                                            DRESDNER BANK AG,
                                            New York and Grand Cayman Branches
                                            as a Lender
 
                                            By:      /s/  CHARLES H. HILL
                                                --------------------------------
                                            Name:         Charles H. Hill
                                                  ------------------------------
                                            Title:        Vice President
                                                   -----------------------------

                                            By:     /s/  WILLIAM E. LAMBERT
                                                --------------------------------
                                            Name:        William E. Lambert
                                                  ------------------------------
                                            Title:       Assistant Treasurer
                                                   -----------------------------
 
                                            THE INDUSTRIAL BANK OF JAPAN,
                                            LIMITED, LOS ANGELES AGENCY,
                                            as a Lender
 
                                            By:      /s/  MASATAKE YASHIRO
                                                --------------------------------
                                            Name:         Masatake Yashiro
                                                  ------------------------------
                                            Title:        General Manager
                                                   -----------------------------
 
                                            ABN AMRO BANK,
                                            as a Lender
 
                                            By:     /s/  JOANNA M. RIOPELLE
                                                --------------------------------
                                            Name:        Joanna Riopelle
                                                  ------------------------------
                                            Title:     Group Vice President
                                                   -----------------------------

 
                                            By:       /s/  JAMES JOHNSTON
                                                --------------------------------
                                            Name:          James Johnston
                                                  ------------------------------
                                            Title:         Vice President
                                                   -----------------------------
<PAGE>   92
 
                                           THE LONG-TERM CREDIT BANK OF
                                           JAPAN, LTD.,
                                           Los Angeles Agency
                                           as a Lender
                                           
                                           By:         /s/  Y. KAMISAWA
                                                --------------------------------
                                           Name:        Yutada Kamisawa
                                                 -------------------------------
                                           Title:    Deputy General Manager
                                                  ------------------------------
 
                                           BANQUE NATIONALE DE PARIS,
                                           as a Lender
 
                                           By:          /s/  C. BETTLES
                                                --------------------------------
                                           Name:             C. Bettles
                                                 -------------------------------
                                           Title: Sr. Vice President and Manager
                                                  ------------------------------
 
                                           By:          /s/  JANICE HO
                                                --------------------------------
                                           Name:             Janice Ho
                                                 -------------------------------
                                           Title:       Vice President
                                                  ------------------------------
 
                                           FUJI BANK, LIMITED
                                           as a Lender
 
                                           By:       /s/  NOBUHIRO UMEMURA
                                                --------------------------------
                                           Name:          Nobuhiro Umemura
                                                 -------------------------------
                                           Title:      Joint General Manager
                                                  ------------------------------
 
                                           SUMITOMO BANK, LTD.
                                           as a Lender
 
                                           By:        /s/  HIROYUKI IWAMI
                                                --------------------------------
                                           Name:           Hiroyuki Iwami
                                                 -------------------------------
                                           Title:      Joint General Manager
                                                  ------------------------------