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




                     FRONTIERVISION OPERATING PARTNERS, L.P.

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



                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT


                          Dated as of December 19, 1997


                                  $800,000,000

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



                            THE CHASE MANHATTAN BANK,
                            as Administrative Agent,

                                       and


                          J.P. MORGAN SECURITIES INC.,
                              as Syndication Agent

                                       and

                                   CIBC Inc.,
                             as Documentation Agent



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


<PAGE>

                               TABLE OF CONTENTS


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


<S>                                                                                                               <C>
Section 1.  Definitions and Accounting Matters..................................................................  1
         1.01  Certain Defined Terms............................................................................  1
         1.02  Accounting Terms and Determinations.............................................................. 33
         1.03  Types of Loans................................................................................... 34
         1.04  Subsidiaries; Designation of Unrestricted Subsidiaries........................................... 34

Section 2.  Commitments, Loans and Prepayments.................................................................. 35
         2.01  Loans    35
         2.02  Borrowings....................................................................................... 38
         2.03  Changes of Commitments........................................................................... 38
         2.04  Commitment Fee................................................................................... 39
         2.05  Lending Offices.................................................................................. 39
         2.06  Several Obligations; Remedies Independent........................................................ 39
         2.07  Loan Accounts; Promissory Notes.................................................................. 40
         2.08  Optional Prepayments and Conversions or Continuations of Loans................................... 40
         2.09  Mandatory Prepayments and Reductions of Commitments.............................................. 41

Section 3.  Payments of Principal and Interest.................................................................. 45
         3.01  Repayment of Loans............................................................................... 45
         3.02  Interest 48

Section 4.  Payments; Pro Rata Treatment; Computations; Etc..................................................... 49
         4.01  Payments 49
         4.02  Pro Rata Treatment............................................................................... 50
         4.03  Computations..................................................................................... 51
         4.04  Minimum Amounts.................................................................................. 51
         4.05  Certain Notices.................................................................................. 51
         4.06  Non-Receipt of Funds by the Administrative Agent................................................. 52
         4.07  Sharing of Payments, Etc......................................................................... 53

Section 5.  Yield Protection, Etc............................................................................... 55
         5.01  Additional Costs................................................................................. 55
         5.02  Limitation on Types of Loans..................................................................... 56
         5.03  Illegality....................................................................................... 57
         5.04  Treatment of Affected Loans...................................................................... 57
         5.05  Compensation..................................................................................... 58
         5.06  U.S. Taxes....................................................................................... 59
</TABLE>


                                       (i)
<PAGE>

<TABLE>
                                                                                                                Page
<S>                                                                                                              <C>
Section 6.  Conditions Precedent................................................................................ 61
         6.01  Effectiveness.................................................................................... 61
         6.02  Scheduled Acquisition Loans...................................................................... 64
         6.03  Initial and Subsequent Loans..................................................................... 65
         6.04  Determinations by Lenders........................................................................ 66

Section 7.  Representations and Warranties...................................................................... 66
         7.01  Corporate Existence.............................................................................. 66
         7.02  Financial Condition.............................................................................. 66
         7.03  Litigation....................................................................................... 67
         7.04  No Breach........................................................................................ 67
         7.05  Action........................................................................................... 68
         7.06  Approvals........................................................................................ 68
         7.07  Use of Credit.................................................................................... 68
         7.08  ERISA............................................................................................ 68
         7.09  Taxes............................................................................................ 69
         7.10  Investment Company Act........................................................................... 69
         7.11  Public Utility Holding Company Act............................................................... 69
         7.12  Material Agreements and Liens.................................................................... 69
         7.13  Environmental Matters............................................................................ 70
         7.14  Capitalization................................................................................... 70
         7.15  Subsidiaries, Etc................................................................................ 70
         7.16  True and Complete Disclosure..................................................................... 71
         7.17  Franchises....................................................................................... 71
         7.18  The CATV Systems................................................................................. 72
         7.19  Rate Regulation.................................................................................. 75
         7.20  Scheduled Acquisition Agreement.................................................................. 76

Section 8.  Covenants of the Company............................................................................ 76
         8.01  Financial Statements Etc......................................................................... 76
         8.02  Litigation....................................................................................... 79
         8.03  Existence, Etc................................................................................... 80
         8.04  Insurance........................................................................................ 80
         8.05  Prohibition of Fundamental Changes............................................................... 81
         8.06  Limitation on Liens.............................................................................. 85
         8.07  Indebtedness..................................................................................... 86
         8.08  Investments...................................................................................... 87
         8.09  Restricted Payments.............................................................................. 89
         8.10  Certain Financial Covenants...................................................................... 90
         8.11  [INTENTIONALLY OMITTED].......................................................................... 92
         8.12  Interest Rate Protection Agreements.............................................................. 92
         8.13  Subordinated Indebtedness; Other Equity Interests................................................ 93
</TABLE>
         

                                      (ii)
<PAGE>
<TABLE>
                                                                                                                Page
<S>                                                                                                              <C>
         8.14  Lines of Business................................................................................ 94
         8.15  Transactions with Affiliates..................................................................... 94
         8.16  Use of Proceeds.................................................................................. 95
         8.17  Certain Obligations Respecting Restricted Subsidiaries........................................... 95
         8.18  Modifications of Certain Documents............................................................... 96
         8.19  Certain Obligations Respecting the Collateral.................................................... 97

Section 9.  Events of Default................................................................................... 98

Section 10.  The Agents.........................................................................................103
         10.01  Appointment, Powers and Immunities..............................................................103
         10.02  Reliance by Administrative Agent................................................................104
         10.03  Defaults........................................................................................104
         10.04  Rights as a Lender..............................................................................104
         10.05  Indemnification.................................................................................105
         10.06  Non-Reliance on Administrative Agent and Other Lenders..........................................105
         10.07  Failure to Act..................................................................................106
         10.08  Resignation or Removal of Administrative Agent..................................................106
         10.09  Consents under Other Loan Documents.............................................................106
         10.10  The Syndication Agent and Documentation Agent...................................................107
         10.11  Control Affiliates of Lenders...................................................................107

Section 11.  Miscellaneous......................................................................................107
         11.01  Waiver 107
         11.02  Notices107
         11.03  Expenses, Etc...................................................................................108
         11.04  Amendments, Etc.................................................................................109
         11.05  Successors and Assigns..........................................................................110
         11.06  Assignments and Participations..................................................................110
         11.07  Survival........................................................................................113
         11.08  Captions........................................................................................113
         11.09  Counterparts....................................................................................113
         11.10  Governing Law; Submission to Jurisdiction.......................................................113
         11.11  Waiver of Jury Trial............................................................................114
         11.12  Treatment of Certain Information; Confidentiality...............................................114
         11.13  Limitation of Liability.........................................................................115


</TABLE>


                                       (iii)
<PAGE>


                             Schedules and Exhibits

SCHEDULE I              -  Schedule of Commitments
SCHEDULE II             -  Material Agreements and Liens
SCHEDULE III            -  Subsidiaries and Investments
SCHEDULE IV             -  Franchises
SCHEDULE V              -  Litigation
SCHEDULE VI             -  Certain Matters Related to CATV Systems
SCHEDULE VII            -  Certain Matters Related to Financial Statements
SCHEDULE VIII           -  Certain Environmental Matters
SCHEDULE IX             -  Certain Equity Rights
SCHEDULE X              -  Certain Adjustments to EBITDA
SCHEDULE XI             -  Financial Statements with Respect to CATV Systems 
                           Acquired Pursuant to Scheduled Acquisitions

EXHIBIT A              -     Form of Assignment and Acceptance
EXHIBIT B              -     Form of Quarterly Officer's Report
EXHIBIT C-1            -     Copy of Security Agreement
EXHIBIT C-2            -     Copy of Amendment No. 1 to Security Agreement
EXHIBIT C-3            -     Form of Amendment No. 2 to Security Agreement
EXHIBIT D-1            -     Copy of Partner Pledge Agreement
EXHIBIT D-2            -     Copy of Amendment No. 1 to Partner Pledge
                                Agreement
EXHIBIT D-3            -     Copy of Amendment No. 2 to Partner Pledge
                                Agreement
EXHIBIT D-4            -     Form of Amendment No. 3 to Partner Pledge
                                Agreement
EXHIBIT E-1            -     Copy of Stock Pledge Agreement
EXHIBIT E-2            -     Copy of Amendment No. 1 to Stock Pledge
                                Agreement
EXHIBIT E-3            -     Copy of Amendment No. 2 to Stock Pledge
                                Agreement
EXHIBIT E-4            -     Copy of Amendment No. 3 to Stock Pledge
                                Agreement
EXHIBIT F              -     Form of Subsidiary Guarantee Agreement
EXHIBIT G              -     Form of Opinion of Counsel to
                                the Obligors
EXHIBIT H              -     Form of Opinion of Special New York
                                Counsel to Chase
EXHIBIT I              -     Form of Confidentiality Agreement



                                       (iv)
<PAGE>

                                Credit Agreement

          SECOND AMENDED AND RESTATED CREDIT  AGREEMENT dated as of December 19,
1997, between:  FRONTIERVISION  OPERATING PARTNERS,  L.P., a limited partnership
duly organized and validly existing under the laws of the State of Delaware (the
"Company");  each of the lenders that is a signatory hereto identified under the
caption  "Lenders" on the signature  pages hereto and each lender that becomes a
"Lender"   after  the  date   hereof   pursuant  to  Section   11.06(b)   hereof
(individually, a "Lender" and, collectively, the "Lenders"); THE CHASE MANHATTAN
BANK, as administrative  agent for the Lenders (in such capacity,  together with
its  successors in such  capacity,  the  "Administrative  Agent");  J.P.  MORGAN
SECURITIES  INC.,  as  syndication  agent (in such  capacity,  the  "Syndication
Agent")  and  CIBC  INC.,  as  documentation   agent  (in  such  capacity,   the
"Documentation   Agent"  and,  together  with  the  Syndication  Agent  and  the
Administrative Agent, the "Agents").

          The Company,  certain of the Lenders  (the  "Existing  Lenders"),  the
Administrative  Agent,  the  Syndication  Agent and CIBC Inc., as Co-Agent,  are
parties to an Amended and Restated  Credit  Agreement  dated as of April 9, 1996
(as  heretofore  modified  and  supplemented  and in  effect on the date of this
Agreement, the "Existing Credit Agreement") providing,  subject to the terms and
conditions  thereof,  for the making of  revolving  credit and term loans to the
Company.  The parties hereto now wish to amend the Existing Credit Agreement by,
among other  things,  increasing  the amount of credit  available  thereunder to
$800,000,000  (to  finance,  inter  alia,  the  Scheduled  Acquisitions  and the
Subsequent  Acquisitions  (as hereinafter  defined) of various cable  television
systems and the payment of fees, commissions, and expenses payable in connection
therewith and for the ongoing  working  capital  requirements of the Company and
its  Subsidiaries),  by adding the additional  Lenders as parties thereto and by
amending certain of the other provisions  thereof and, in that connection,  wish
to amend and restate the Existing Credit Agreement in its entirety.

          Accordingly,  the parties hereto hereby agree that the Existing Credit
Agreement  shall, as of the date hereof (but subject to the  satisfaction of the
conditions  precedent specified in Section 6 hereof), be amended and restated in
its entirety as follows:

          Section 1. Definitions and Accounting Matters

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

                                       1
<PAGE>

          "Acquired  System"  shall have the  meaning  assigned  to such term in
Section 8.05(b) hereof.

          "Acquisition  Agreements"  shall  mean,  collectively,  the  Scheduled
Acquisition Agreements and each Subsequent Acquisition Agreement.

          "Acquisitions" shall mean,  collectively,  the Scheduled  Acquisitions
and the Subsequent Acquisitions.

          "Acquisition  Environmental  Surveys" shall mean,  with respect to any
Acquisition,  environmental  surveys  and  assessments  prepared  by a  firm  of
licensed  engineers  (familiar  with the  identification  of toxic and hazardous
substances), based upon physical on-site inspections by such firm of each of the
sites and  facilities  to be owned by the  Company and its  Subsidiaries  (after
giving effect to such Acquisition),  as well as an historical review of the uses
of such sites and facilities.

          "Administrative  Questionnaire" means an Administrative  Questionnaire
in a form supplied by the Administrative Agent.

          "Affiliate"   shall  mean  any  Person  that  directly  or  indirectly
controls, or is under common control with, or is controlled by, the Company and,
if such Person is an individual,  any member of the immediate family  (including
parents,  spouse,  children and siblings) of such individual and any trust whose
principal  beneficiary  is  such  individual  or one or  more  members  of  such
immediate  family and any Person who is  controlled by any such member or trust.
As used in this definition, "control" (including, with its correlative meanings,
"controlled by" and "under common control with") shall mean possession, directly
or  indirectly,  of power to direct  or cause the  direction  of  management  or
policies  (whether  through  ownership of  securities  or  partnership  or other
ownership interests, by contract or otherwise), provided that, in any event, any
Person that owns  directly  or  indirectly  securities  having 5% or more of the
voting  power  for the  election  of  directors  or  other  governing  body of a
corporation or 5% or more of the partnership or other ownership interests of any
other  Person  (other than as a limited  partner of such other  Person)  will be
deemed  to  control  such  corporation  or  other  Person.  Notwithstanding  the
foregoing,  (a) no individual  shall be an Affiliate  solely by reason of his or
her  being  a  director,  officer  or  employee  of  the  Company  or any of its
Restricted Subsidiaries and (b) none of the Wholly Owned Restricted Subsidiaries
of the Company shall be Affiliates.

          "Applicable  Lending  Office" shall mean, for each Lender and for each
Type of Loan,  the  "Lending  Office" of such Lender (or of an affiliate of such
Lender)  designated for such Type of Loan on the signature  pages hereof or such
other  office of such Lender (or of an  affiliate of such Lender) as such Lender
may from time to time specify to the 

                                       2
<PAGE>

Administrative  Agent and the  Company  as the office by which its Loans of such
Type are to be made and maintained.

          "Applicable  Margin"  shall  mean,  with  respect  to the Loans of any
Class, or with respect to commitment  fee, the respective  rates indicated below
for Loans of such Type, or for  commitment  fee,  opposite the  applicable  Debt
Ratio indicated below for such Payment Period:

<TABLE>
                                                                                                Incremental Facility
                                                                                                        and
                                                                        Tranche A                     Tranche B
Debt                                      Revolving Loans               Term Loan                     Term Loan
Ratio:                                 Base Rate   Eurodollar     Base Rate    Eurodollar       Base Rate  Eurodollar Commitment Fee
------------------------------------------------------------------------------------------------------------------------------------

<S>                                    <C>           <C>           <C>           <C>           <C>           <C>           <C>  
$ 6.50x ....................            1.000%        2.250%        1.000%        2.250%        1.125%        2.375%        .375%

<6.50x .....................             .750%        2.000%         .750%        2.000%        1.125%        2.375%        .375%
and
$6.00x

<6.00x .....................             .500%        1.750%         .500%        1.750%        1.125%        2.375%        .375%
and
$5.50x

<5.50x .....................             .250%        1.500%         .250%        1.500%         .875%        2.125%        .250%
and
$5.00x

<5.00x .....................             .125%        1.375%         .125%        1.375%         .875%        2.125%        .250%
and
$4.50x

<4.50x .....................             .000%        1.250%         .000%        1.250%         .875%        2.125%        .250%
and
$4.00x

<4.00x .....................             .000%        1.125%         .000%        1.125%         .875%        2.125%        .250%

</TABLE>

          For purposes hereof, a "Payment Period" shall mean (i) initially,  the
period commencing on the Effective Date to but not including the first Quarterly
Date thereafter for which  financial  statements for the first fiscal quarter of
the Company  ending on or after the date three months after the  Effective  Date
are  available,  provided that in no event shall the initial  Payment Period end
prior to June 30, 1998 and (ii) thereafter, the period commencing on a Quarterly
Date to but not including the immediately following Quarterly Date.

          The Debt Ratio for the initial  Payment  Period  shall be deemed to be
greater  than  6.50x.  The Debt Ratio for any Payment  Period  after the initial
Payment  Period shall be determined  on the basis of a  certificate  of a Senior
Officer  setting forth a calculation of the Debt Ratio as at the last day of the
fiscal  quarter  immediately  preceding such Payment Period (i.e. the Debt Ratio
for the Payment Period commencing June 30, 1998 shall be determined


                                       3
<PAGE>

on the basis of the Debt  Ratio as at March  31,  1998,  the Debt  Ratio for the
Payment Period commencing September 30, 1998 shall be determined on the basis of
the Debt  Ratio as at June 30,  1998 and so forth),  each of which  certificates
shall be delivered together with the financial statements for the fiscal quarter
on which such calculation is based.

          Anything  in  this  Agreement  to the  contrary  notwithstanding,  the
Applicable  Margin  shall  be the  highest  rates  provided  for  above  for the
respective  Class and Type of Loan,  (i)  during  any  period  when a  Specified
Default shall have occurred and be continuing,  or (ii) if the  certificate of a
Senior  Officer shall not be delivered as provided  above prior to the beginning
of any Payment  Period (but only, in the case of this clause (ii),  with respect
to  the  portion  of  such  Payment   Period  prior  to  the  delivery  of  such
certificate).

          "A-R  Acquisition"  shall mean the  acquisition by the Company of CATV
Systems in Maine from A-R Cable Services-ME, Inc. ("A-R"), pursuant to the Asset
Purchase  Agreement  dated as of May 8, 1997 between A-R and the Company,  which
acquisition was consummated on October 31, 1997.

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

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

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

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

          "Basic Documents" shall mean, collectively, the Loan Documents and the
Scheduled Acquisition Agreements.

          "Basle  Accord"  shall  mean  the  proposals  for  risk-based  capital
framework   described  by  the  Basle  Committee  on  Banking   Regulations  and
Supervisory  Practices  in its  paper  entitled  "International  Convergence  of
Capital Measurement and Capital Standards" dated July 1988, as amended, modified
and supplemented and in effect from time to time or any replacement thereof.

                                       4
<PAGE>

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

          "Capital  Expenditures"  shall  mean,  for  any  period,  expenditures
(including,   without   limitation,   the  aggregate  amount  of  Capital  Lease
Obligations  incurred  during  such  period)  made by the  Company or any of its
Restricted  Subsidiaries  to  acquire  or  construct  fixed  assets,  plant  and
equipment  (including  renewals,  improvements and  replacements,  but excluding
repairs and  excluding  also any  Acquisition)  during  such period  computed in
accordance with GAAP.

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

          "Casualty  Event"  shall  mean,  with  respect to any  Property of any
Person,  any loss of or damage to, or any  condemnation or other taking of, such
Property for which such Person or any of its  Restricted  Subsidiaries  receives
insurance proceeds, or proceeds of a condemnation award or other compensation in
an aggregate amount exceeding $1,000,000.

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

          "Change  of  Control"  shall mean that the  Company or  FrontierVision
Capital shall be required pursuant to the provisions of the Senior  Subordinated
Debt  Documents (or any other  agreement or instrument  relating to or providing
for  any  other  Subordinated  Indebtedness),   or  FrontierVision  Holdings  or
FrontierVision  Holdings  Capital  Corporation  under the Senior  Discount  Debt
Documents,  shall be  required,  to  redeem or  repurchase,  or make an offer to
redeem or repurchase,  all or any portion of the Subordinated  Indebtedness,  or
the Senior  Discount Debt, as a result of a change of control (as defined in the
Senior Subordinated Debt Documents or any other agreement or instrument relating
to or providing for any other  Subordinated  Indebtedness or the Senior Discount
Debt Documents).



                                       5
<PAGE>

          "Chase" shall mean The Chase Manhattan Bank and its successors.

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

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

          "Collateral"  shall  have the  meaning  assigned  to such  term in the
Security Agreement.

          "Collateral  Account" shall have the meaning  assigned to such term in
Section 4.01 of the Security Agreement.

          "Commitments"   shall  mean,   collectively,   the  Revolving   Credit
Commitments,  the  Facility A Term Loan  Commitments,  the  Facility B Term Loan
Commitments and the Incremental Facility Term Loan Commitments.

          "Continue",   "Continuation"   and  "Continued"  shall  refer  to  the
continuation  pursuant  to Section  2.08  hereof of a  Eurodollar  Loan from one
Interest Period to the next Interest Period.

          "Control  Affiliate"  shall  mean,  with  respect to any  Person  (the
"Relevant  Person"),  (a) any Subsidiary of the Relevant  Person,  (b) any other
Person of which the  Relevant  Person is a  Subsidiary  and (c) any other Person
that is a  Subsidiary  of the Person  referred to in the  immediately  preceding
clause (b).

          "Convert",  "Conversion"  and "Converted"  shall refer to a conversion
pursuant to Section 2.08 hereof of one Type of Loans into another Type of Loans,
which may be accompanied by the transfer by a Lender (at its sole discretion) of
a Loan from one Applicable Lending Office to another.

          "CoxCom" shall mean CoxCom, Inc.

          "CoxCom  Acquisition"  shall  mean  the  proposed  acquisition  by the
Company of CATV Systems in Ohio from CoxCom  pursuant to the CoxCom  Acquisition
Agreement.

          "CoxCom Acquisition Agreement" shall mean the Asset Purchase Agreement
dated as of October 15, 1997 by and among the Company, as "Buyer" and CoxCom, as
"Seller",  as amended as of December 19, 1997, and as the same shall, subject to
Section 8.18 hereof,  be further  modified and  supplemented  and in effect from
time to time.

                                       6
<PAGE>

          "Debt Ratio"  shall mean,  as at any date (but subject in any event to
the provisions of Section 8.10(e) hereof), the ratio of:

                  (a) the sum of the aggregate amount of all Indebtedness of the
         Company  and its  Restricted  Subsidiaries  and all  letters  of credit
         contemplated by Section  8.07(e) hereof,  but excluding all performance
         bonds contemplated by said Section) as at such date to

                  (b) the product of EBITDA for the fiscal quarter ending on, or
         most recently ended prior to such date times four.

          "Debt Service"  shall mean,  for any period,  the sum, for the Company
and its Restricted  Subsidiaries  (determined  on a  consolidated  basis without
duplication in accordance with GAAP), of the following: (a) in the case of Loans
under this  Agreement,  the  aggregate  amount of payments of  principal of such
Loans that, giving effect to Commitment reductions or terminations  scheduled to
be made during such period pursuant to Section 2.03 hereof,  were required to be
made  pursuant to Section 3.01 hereof during such period plus (b) in the case of
all other  Indebtedness,  all regularly  scheduled  payments or  prepayments  of
principal of such Indebtedness  (including,  without  limitation,  the principal
component  of any  payments  in respect of Capital  Lease  Obligations)  made or
payable  during  such  period  plus (c) all  Interest  Expense  for such  period
(excluding,  however,  non-cash  amortization  of loan  facility  fees and other
deferred debt costs, in each case to the extent included in determining Interest
Expense for such period).

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

          "Disposition"  shall  mean any  sale,  assignment,  transfer  or other
disposition  of any Property  (whether  now owned or hereafter  acquired) by the
Company or any of its Restricted Subsidiaries to any other Person, excluding (1)
any sale,  assignment,  transfer or other  disposition of Property  described in
clause (i) of Section  8.05(c)  hereof to the extent the  aggregate  fair market
value of all such  Property so  disposed  of by the  Company and its  Restricted
Subsidiaries during the term of this Agreement does not exceed $20,000,000,  and
(2) any sale, assignment, transfer or other disposition of Property described in
clause (ii) or (iii) of Section 8.05(c) hereof.

          "Disposition Investments" shall have the meaning assigned to such term
in Section 8.08(i)hereof.

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


                                       7
<PAGE>

          "Eastern Cable" shall mean Eastern Cable Corporation, Inc.

          "Eastern-Kentucky  Acquisition" shall mean the proposed acquisition by
the  Company of CATV  Systems in Kentucky  from  Eastern  Cable  pursuant to the
Eastern Cable Acquisition Agreement.
 
          "Eastern Cable  Acquisition  Agreement"  shall mean the Asset Purchase
Agreement to be entered  into by and among the  Company,  as "Buyer" and Eastern
Cable, as "Seller",  for a purchase price not to exceed $2,800,000,  as the same
shall,  subject to Section 8.18  hereof,  be modified  and  supplemented  and in
effect from time to time.

          "EBITDA" shall mean, for any period,  the sum, for the Company and its
Restricted Subsidiaries  (determined on a consolidated basis without duplication
in accordance with GAAP), of the following:
 
                 (a) gross  operating  revenue for such  period  derived in the
         ordinary  course of  business  in  respect  of the CATV  Systems of the
         Company and its Restricted  Subsidiaries  (including  revenues  arising
         from second outlets and remotes and advertising revenues, and including
         pay-per-view  revenues and  installation  fees, but excluding  interest
         income and unusual items) minus

                  (b) all operating expenses for such period, including, without
         limitation,  technical, programming, selling and general administration
         expenses incurred by the Company and its Restricted Subsidiaries during
         such  period,  but  excluding  (to the  extent  included  in  operating
         expenses)  depreciation,  amortization,  Interest Expense, any non-cash
         charges (including,  without limitation,  non-cash pension expenses and
         any Tax Payment Amount for the relevant period) plus

                  (c) transaction costs (including,  without  limitation,  legal
         expenses, brokerage commissions,  investment banking fees and the like)
         incurred  in  connection  with (w) the  Previous  Acquisitions  and the
         Scheduled  Acquisitions  and this Agreement and the other  transactions
         that are contemplated  hereby to occur on or before the Effective Date,
         (x) any Subsequent Acquisition,  (y) the incurrence of the Subordinated
         Indebtedness  or (z) the incurrence of the Senior Discount Debt, in the
         case of each of the  foregoing  clauses  (w),  (x), (y) and (z), to the
         extent  the same  are (A) paid  within  twelve  months  of the date the
         respective event giving rise to such transaction costs shall occur, and
         (B) expensed and not capitalized.

For purposes hereof,  "gross operating  revenue" and "operating  expenses" shall
both be determined exclusive of extraordinary and non-recurring gains or losses,
and any gains or losses from the sale of assets.  For  purposes  of  determining
EBITDA:

                                       8
<PAGE>

                  (A) for  periods  prior  to the  date of the A-R  Acquisition,
         EBITDA for each day during such period attributable to the CATV Systems
         acquired pursuant to the A-R Acquisition shall be deemed to be equal to
         $22,710.00  (determined  by the  Company  as  provided  in  Schedule  X
         hereto);

                  (B) for periods  prior to the date of the TCI-NE  Acquisition,
         EBITDA for each day during such period attributable to the CATV Systems
         acquired pursuant to the TCI-NE Acquisition shall be deemed to be equal
         to  $11,024.00  (determined  by the  Company as  provided in Schedule X
         hereto);

                  (C) for periods prior to the date of the Harolds  Acquisition,
         EBITDA for each day during such period attributable to the CATV Systems
         acquired  pursuant  to the  Harolds  Acquisition  shall be deemed to be
         equal to $617.00  (determined  by the Company as provided in Schedule X
         hereto);

                  (D) for periods  prior to the date of the CoxCom  Acquisition,
         EBITDA for each day during such period attributable to the CATV Systems
         acquired pursuant to the CoxCom Acquisition shall be deemed to be equal
         to  $52,319.00  (determined  by the  Company as  provided in Schedule X
         hereto);

                  (E) for periods prior to the date of the TCI-Ohio Acquisition,
         EBITDA for each day during such period attributable to the CATV Systems
         acquired  pursuant to the  TCI-Ohio  Acquisition  shall be deemed to be
         equal to $13,903.00  (determined by the Company as provided in Schedule
         X hereto);

                  (F) for  periods  prior  to the  date of the  Eastern-Kentucky
         Acquisition, EBITDA for each day during such period attributable to the
         CATV  Systems  acquired  pursuant to the  Eastern-Kentucky  Acquisition
         shall be deemed to be equal to $1,316.00  (determined by the Company as
         provided in Schedule X hereto); and

                  (G) for periods prior to the date of the NECMA-NE Acquisition,
         EBITDA for each day during such period attributable to the CATV Systems
         acquired  pursuant to the  NECMA-NE  Acquisition  shall be deemed to be
         equal to $13,683.00  (determined by the Company as provided in Schedule
         X hereto).

For all purposes of this Agreement (other than for purposes of EBITDA as used in
the  definition  of Excess Cash Flow),  if during any period for which EBITDA is
being  determined the Company or any of its Restricted  Subsidiaries  shall have
made any  acquisition  or disposition of any CATV System (but excluding the CATV
Systems acquired pursuant to the Acquisitions referred to in clauses (A) through
(G) above),  then EBITDA shall be 


                                       9
<PAGE>

determined  on the basis of the actual  results of operations of the Company and
its Restricted Subsidiaries for such period, adjusted by:

                  (I) in the  case of a  Subsequent  Acquisition  the  aggregate
         Purchase  Price  of which is less  than or equal to  $50,000,000,  such
         amount as the Company shall determine, reasonably and in good faith, to
         be appropriate to reflect the effect of the relevant  acquisitions  and
         dispositions  during  such  period  (and the  Company  shall,  promptly
         following   the   consummation   of  such   Acquisition,   notify   the
         Administrative  Agent (which shall notify the Lenders thereof promptly)
         of such amount); and

                  (II) in the case of a  Subsequent  Acquisition  the  aggregate
         Purchase  Price of  which  exceeds  $50,000,000,  such  amounts  as the
         Company  and the  Majority  Lenders  shall agree to be  appropriate  to
         reflect the effect of the relevant acquisitions and dispositions during
         such period (provided that, in the absence of such an agreement between
         the Company and the Majority  Lenders,  EBITDA shall be determined on a
         pro forma  basis  for such  period as if the  relevant  acquisition  or
         disposition  had been  made or  consummated  on the  first  day of such
         period,  whether  or not  such  first  day  shall  occur  prior  to the
         Effective Date).

          "Effective  Date"  shall  mean  the date on which  the  conditions  to
effectiveness  set forth in Section  6.01 hereof  shall have been  satisfied  or
waived.

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

          "Environmental  Laws"  shall  mean  any and  all  present  and  future
Federal, state, local and foreign laws, rules or regulations,  and any orders or
decrees, in each case as now or hereafter in effect,  relating to the regulation
or  protection  of human  health,  safety or the  environment  or to  emissions,
discharges, releases or threatened releases of pollutants,

                                       10
<PAGE>

contaminants,chemicals  or toxic or  hazardous  substances  or  wastes  into the
indoor or outdoor environment, including, without limitation, ambient air, soil,
surface water, ground water,  wetlands,  land or subsurface strata, or otherwise
relating to the manufacture,  processing, distribution, use, treatment, storage,
disposal, transport or handling of pollutants,  contaminants, chemicals or toxic
or hazardous substances or wastes.

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

          "Equivalent Basic  Subscribers" shall mean, as at any date, the sum of
(a) the number of  Subscribers  who  subscribe  to a CATV  System at the regular
basic  monthly  subscription  rate for such CATV  System  to a single  household
Subscriber   (exclusive  of  "secondary  outlets",  as  such  term  is  commonly
understood in the cable television industry), plus (b) the number of Subscribers
determined  by dividing  the  aggregate  dollar  monthly  amount  billed to bulk
Subscribers (hotels,  motels,  apartment buildings,  hospitals and the like that
pay for cable television  service  provided to their guests and/or tenants),  by
the regular basic  monthly  subscription  rate for basic service  charged by the
CATV System in which such bulk Subscriber is located.

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

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

          "Eurodollar Base Rate" shall mean, with respect to any Eurodollar Loan
for any  Interest  Period,  the rate  appearing  on Page  3750 of the Dow  Jones
Markets Service (or on any successor or substitute page of such Service,  or any
successor  to  or  substitute  for  such  Service,   providing  rate  quotations
comparable  to  those  currently  provided  on such  page of  such  Service,  as
determined  by the  Administrative  Agent  from  time to time  for  purposes  of
providing  quotations of interest  rates  applicable  to dollar  deposits in the
London interbank market) at approximately  11:00 a.m., London time, two Business
Days prior to the commencement of such Interest  Period,  as the rate for dollar
deposits with a maturity  comparable to such Interest Period.  In the event that
such rate is not available at such time 


                                       11
<PAGE>

for any reason,  then the Eurodollar  Base Rate with respect to such  Eurodollar
Loan for such  Interest  Period  shall be the rate at which  dollar  deposits of
$5,000,000 and for a maturity  comparable to such Interest Period are offered by
the  principal  London  office of Chase in  immediately  available  funds in the
London interbank market at approximately  11:00 a.m.,  London time, two Business
Days prior to the commencement of such Interest Period.

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

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

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

                  "Excess Cash Flow" shall mean, for any period, the sum for the
Company and its Restricted Subsidiaries  (determined without duplication) of (a)
EBITDA for such  period  minus (b) Fixed  Charges  for such period plus (c) cash
receipts  during such period in respect of any  extraordinary  or  non-recurring
gains to the extent  not  constituting  Net  Available  Proceeds  minus (d) cash
payments  during such period in respect of any  extraordinary  or  non-recurring
losses minus (e) for any period  during which the Company  would be permitted to
make a Restricted  Payment  pursuant to clause (b) of Section  8.09 hereof,  the
amount of interest  accrued  during such period by  FrontierVision  Holdings and
FrontierVision  Holdings  Capital  Corporation in respect of the Senior Discount
Debt.

                  "Excluded  Franchise"  shall mean any  Franchise  for any CATV
System owned by the Company or any of its  Restricted  Subsidiaries  that either
(a) has a remaining  term of three years or less  (determined  as at the date of
acquisition thereof) or (b) is not material to the operations of the Company and
its  Restricted  Subsidiaries  taken as a whole (as  determined  by the Majority
Lenders in their sole discretion).

                  "Excluded  Real   Property"   shall  mean  any  real  property
(including  any leasehold  interest in real property) held by the Company or any
of its Restricted  Subsidiaries unless (a) such real property (or such leasehold
interest)  is material  to the  operations  of the  Company  and its  Restricted
Subsidiaries  taken as a whole and (b) such real  property (if  consisting  of a
leasehold interest) has a remaining term of more than three years (determined as
at the date of acquisition thereof).

                                       12
<PAGE>

                  "Existing Credit Agreement" shall have the meaning assigned to
such term in the recitals to this Agreement.

                  "Existing  Lenders"  shall have the  meaning  assigned to such
term in the recitals to this Agreement.

                  "Facility  A Term  Loan  Commitment"  shall  mean,  as to each
Facility A Term Loan Lender,  the  obligation  of such Lender to make Facility A
Term Loans in an aggregate  principal  amount up to but not exceeding the amount
set  opposite  the name of such  Lender on  Schedule I hereto  under the caption
"Facility A Term Loan  Commitment"  or, in the case of a Person  that  becomes a
Facility A Term Loan Lender  pursuant to an assignment  permitted  under Section
11.06(b)  hereof,  as  specified  in the  respective  instrument  of  assignment
pursuant to which such  assignment  is effected (as the same may be reduced from
time to time  pursuant to Section  2.03 hereof or increased or reduced from time
to time pursuant to assignments  permitted under Section 11.06(b)  hereof).  The
original  aggregate  principal amount of the Facility A Term Loan Commitments is
$250,000,000.

                  "Facility A Term Loan Commitment  Termination Date" shall mean
June 30, 1998.
                  
                  "Facility A Term Loan  Lenders"  shall  mean,  (a) on the date
hereof, the Lenders having Facility A Term Loan Commitments on Schedule I hereto
and (b) thereafter,  the Lenders from time to time holding Facility A Term Loans
and  Facility A Term Loan  Commitments  after giving  effect to any  assignments
thereof permitted by Section 11.06(b) hereof.

                  "Facility A Term Loans"  shall mean the loans  provided for by
Section 2.01(b) hereof.

                  "Facility  B Term  Loan  Commitment"  shall  mean,  as to each
Facility B Term Loan Lender,  the  obligation  of such Lender to make Facility B
Term Loans in an aggregate  principal  amount up to but not exceeding the amount
set  opposite  the name of such  Lender on  Schedule I hereto  under the caption
"Facility B Term Loan  Commitment"  or, in the case of a Person  that  becomes a
Facility B Term Loan Lender  pursuant to an assignment  permitted  under Section
11.06(b)  hereof,  as  specified  in the  respective  instrument  of  assignment
pursuant to which such  assignment  is effected (as the same may be reduced from
time to time  pursuant to Section  2.03 hereof or increased or reduced from time
to time pursuant to assignments  permitted under Section 11.06(b)  hereof).  The
original  aggregate  principal amount of the Facility B Term Loan Commitments is
$250,000,000.

                                       13
<PAGE>
                  "Facility B Term Loan Commitment  Termination Date" shall mean
January 30, 1998.

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

                  "Facility B Term Loans"  shall mean the loans  provided for by
Section 2.01(c) hereof.

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

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

                  "Fixed  Charges" shall mean, for any period,  the sum, for the
Company and its Restricted  Subsidiaries  (determined  on a  consolidated  basis
without  duplication  in  accordance  with  GAAP),  of the  following:  (a)  the
aggregate  amount of Debt Service for such period plus (b) the aggregate  amount
of taxes paid or payable in respect of the income or profit of the  Company  and
its  Subsidiaries  for such  period plus (c)  Capital  Expenditures  made by the
Company and its Restricted  Subsidiaries  during such period (other than Capital
Expenditures  made with the proceeds of  Indebtedness  permitted  under  Section
8.07(f)  hereof)  plus (d) the Tax  Payment  Amount for such period plus (e) the
amount  of  Restricted  Payments  made to  FrontierVision  Holdings  to pay cash
interest expense in respect of the Senior Discount Debt.

                  "Fixed  Charges Ratio" shall mean, as at any date (but subject
in any event to the  provisions  of Section  8.10(e)  hereof),  the ratio of (a)
product  of (x) the sum of  EBITDA  for the  fiscal  quarter  ending  on or most
recently ended prior to such date and (but without duplication of the provisions
of Section  8.10(e))  all  interest  income of the  Company  and its  


                                       14
<PAGE>

Restricted  Subsidiaries  for such  fiscal  quarter  times (y) four to (b) Fixed
Charges for the period of four fiscal  quarters ending on or most recently ended
prior to such date.

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

                  "FrontierVision" shall mean FrontierVision Operating Partners,
Inc., a Delaware corporation.

                  "FrontierVision  Capital"  shall mean  FrontierVision  Capital
Corporation,  a  Delaware  corporation  and a  Wholly  Owned  Subsidiary  of the
Company.

                  "FrontierVision  Holdings" shall mean FrontierVision Holdings,
L.P., a Delaware limited partnership.

                  "FrontierVision   Inc."  shall  mean  FrontierVision  Inc.,  a
Delaware corporation.

                  "FrontierVision LP" shall mean FrontierVision  Partners, L.P.,
a Delaware  limited  partnership  or any  corporation  formed for the purpose of
succeeding to the assets and liabilities of FrontierVision LP in connection with
a public offering or offerings by  FrontierVision  LP of equity  interests under
one or more effective registration  statements under the Securities Act of 1933,
as amended.

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

                  "General Partner" shall mean FrontierVision  Holdings and such
other Person or Persons as may be a general  partner of the Company from time to
time.

                  "Guarantee"  shall  mean  a  guarantee,   an  endorsement,   a
contingent  agreement  to  purchase  or to  furnish  funds  for the  payment  or
maintenance of, or otherwise to be or become  contingently  liable under or with
respect to, the Indebtedness,  other obligations,  net worth, working capital or
earnings of any  Person,  or a guarantee  of the payment of  dividends  or other
distributions  upon the stock or equity interests of any Person, or an agreement
to purchase, sell or lease (as lessee or lessor) Property, products,  materials,
supplies  or  services  


                                       15
<PAGE>

primarily  for the purpose of enabling a debtor to make payment of such debtor's
obligations  or an agreement to assure a creditor  against loss,  and including,
without  limitation,  causing a bank or other  financial  institution to issue a
letter of credit or other similar  instrument for the benefit of another Person,
but excluding  endorsements  for collection or deposit in the ordinary course of
business.  The terms  "Guarantee" and  "Guaranteed"  used as a verb shall have a
correlative meaning.

                  "Harolds  Acquisition"  shall  mean  the  acquisition  by  the
Company  of CATV  Systems  in  Pennsylvania  and  Maryland  from  Harolds  Cable
Television,  Inc.  ("Harolds") pursuant to the Asset Purchase Agreement dated as
of October 15, 1997  between  Harolds and the  Company,  which  acquisition  was
consummated on October 31, 1997.

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

                  "Incremental  Facility  Availability  Period"  shall  mean the
period from and including the Effective Date to but excluding the Quarterly Date
falling on or nearest to December 31, 1999.

                  "Incremental  Facility Commitment" shall mean, with respect to
each Incremental Facility Lender and for any Series thereof, the commitment,  if
any, of such Lender to make  Incremental  Facility  Loans of such Series (as the
same may be  reduced  from  time to time  pursuant  to  Section  2.03  hereof or
increased or reduced from time to time pursuant to assignments  permitted  under
Section  11.06(b)  hereof).  The amount of each  Lender's  Incremental  Facility
Commitment of any Series shall be determined in accordance  with the  provisions
of Section 2.01(d)  hereof.  The aggregate  amount of the  Incremental  Facility
Commitments of all Series shall not exceed $200,000,000.

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

                                       16
<PAGE>

                  "Incremental  Facility  Loans" means the Loans provided for by
Section 2.01(d) hereof.

                  "Indebtedness"  shall mean,  for any Person:  (a)  obligations
created,  issued or incurred by such Person for borrowed money (whether by loan,
the  issuance  and sale of debt  securities  or the sale of  Property to another
Person subject to an  understanding  or agreement,  contingent or otherwise,  to
repurchase  such Property from such Person);  (b)  obligations of such Person to
pay the deferred  purchase or acquisition  price of Property or services,  other
than trade  accounts  payable  (other  than for  borrowed  money or  capitalized
leases)  arising,  and accrued  expenses  incurred,  in the  ordinary  course of
business so long as such trade  accounts  payable are payable  within 90 days of
the date the  respective  goods are  delivered  or the  respective  services are
rendered;  (c)  Indebtedness of others secured by a Lien on the Property of such
Person,  whether or not the respective  indebtedness so secured has been assumed
by such Person;  (d)  obligations of such Person in respect of letters of credit
or  similar  instruments  issued  or  accepted  by  banks  and  other  financial
institutions for account of such Person;  (e) Capital Lease  Obligations of such
Person; and (f) Indebtedness of others Guaranteed by such Person.

                  "Information  Memorandum"  shall mean the confidential  Senior
Financing  Memorandum  dated November 1997 prepared by the Company in connection
with the syndication of the Loans and Commitments hereunder.

                  "Initial  Equityholders"  shall mean,  collectively,  (i) J.P.
Morgan Investment  Corp.,  (ii) 1818 II Cable Corp.,  (iii) Olympus Cable Corp.,
(iv) First Union Capital Partners, Inc., (v) any Control Affiliate of any of the
foregoing  entities  and (vi) any  limited  partnership  of  which  any  Control
Affiliate of any of the foregoing  entities is the sole general partner (so long
as the  aggregate  equity  interests of  FrontierVision  LP that shall have been
transferred to all such limited partnerships by any such entity shall not exceed
25% of the aggregate equity interests held by such entity in FrontierVision LP).

                  "Interest  Coverage  Ratio"  shall  mean,  as at any date (but
subject in any event to the provisions of Section 8.10(e) hereof), the ratio of:

                  (a)  the  product  of (x)  the sum of  EBITDA  for the  fiscal
         quarter  ending on, or most  recently  ended prior to such date and all
         interest  income for the Company and its  Restricted  Subsidiaries  for
         such  fiscal  quarter  (including,  without  limitation,  all  interest
         payable to the Company in respect of the cash and investments,  if any,
         held in the Collateral  Account  during such fiscal  quarter) times (y)
         four to

                  (b)  Interest  Expense for the period of four fiscal  quarters
         ending  on or  most  recently  ended  prior  to such  date  (excluding,
         however, non-cash amortization of loan 


                                       17
<PAGE>
         facility fees and other deferred debt costs, in each case to the extent
         included in determining Interest Expense for such period).
         
                  "Interest  Expense" shall mean,  for any period,  the sum, for
the Company and its Restricted Subsidiaries  (determined on a consolidated basis
without duplication in accordance with GAAP), of the following: (a) all interest
in  respect  of  Indebtedness  (including,   without  limitation,  the  interest
component of any payments in respect of Capital  Lease  Obligations)  accrued or
capitalized during such period (whether or not actually paid during such period)
plus (b) the net  amount  payable  (or minus the net  amount  receivable)  under
Interest Rate Protection  Agreements during such period (whether or not actually
paid or received during such period).

                  Notwithstanding the foregoing,  if during any period for which
Interest  Expense is being determined the Company shall have made or consummated
any Acquisition (including,  without limitation,  the Scheduled Acquisitions and
the Previous Acquisitions), then "Interest Expense" shall be determined on a pro
forma basis as if such Acquisition (and any Indebtedness incurred by the Company
or any of its Restricted  Subsidiaries in connection with such  Acquisition) had
been made or  consummated  on the first day of such period  (whether or not such
first day shall occur prior to the Effective Date).

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

                  (i) if any Interest Period for any Revolving Credit Loan would
         otherwise end after the Revolving Credit  Commitment  Termination Date,
         such  Interest  Period  shall end on the  Revolving  Credit  Commitment
         Termination Date;
         
                  (ii) no  Interest  Period  for any  Facility  A Term  Loan may
         commence before and end after any Principal Payment Date, unless, after
         giving effect thereto, the aggregate principal amount of the Facility A
         Term  Loans  having  Interest  Periods  that end after  such  Principal
         Payment  Date  shall be equal to or less than the  aggregate  principal
         amount of the Facility A Term Loans  scheduled to be outstanding  after

                                       18
<PAGE>

         giving effect to the payments of principal  required to be made on such
         Principal Payment Date;

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

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

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

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

                  "Interest  Rate  Protection  Agreement"  shall  mean,  for any
Person,  an interest rate swap, cap or collar  agreement or similar  arrangement
between such Person and one or more  financial  institutions  providing  for the
transfer or  mitigation  of interest  risks either  generally or under  specific
contingencies.

                  "Investment"  shall mean, for any Person:  (a) the acquisition
(whether for cash,  Property,  services or  securities  or otherwise) of capital
stock,  bonds,  notes,  debentures,  partnership or other ownership interests or
other  securities  of any  other  Person  or any  agreement  to  make  any  such
acquisition (including,  without limitation, any "short sale" or any sale of any
securities at a time when such  securities are not owned by the Person  entering
into such sale);  (b) the making of any deposit with, or advance,  loan or other
extension  of credit to, any other  Person  (including  the purchase of Property
from another  


                                       19
<PAGE>

Person subject to an  understanding  or agreement,  contingent or otherwise,  to
resell such  Property to such Person),  but excluding any such advance,  loan or
extension of credit  having a term not  exceeding 90 days arising in  connection
with the sale of programming or advertising  time by such Person in the ordinary
course  of  business;  (c) the  entering  into of any  Guarantee  of,  or  other
contingent  obligation  with respect to,  Indebtedness or other liability of any
other Person and (without duplication) any amount committed to be advanced, lent
or  extended to such  Person;  or (d) the  entering  into of any  Interest  Rate
Protection Agreement.

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

                  "Limited  Partner"  shall mean  FrontierVision  and such other
Person or Persons as may be a limited partner of the Company from time to time.

                  "Loan Documents" shall mean, collectively,  this Agreement and
the Security Documents.

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

                  "Majority  Facility A Term Loan  Lenders"  shall mean  Lenders
having  more  than 50% of the  aggregate  outstanding  principal  amount  of the
Facility A Term Loans,  at such time (or, if the Facility A Term Loans shall not
have been made,  the aggregate  outstanding  principal  amount of the Facility A
Term Loan Commitments at such time).

                  "Majority  Facility B Term Loan  Lenders"  shall mean  Lenders
having  more  than 50% of the  aggregate  outstanding  principal  amount  of the
Facility B Term Loans,  at such time (or, if the Facility B Term Loans shall not
have been made,  the aggregate  outstanding  principal  amount of the Facility B
Term Loan Commitments at such time).

                  "Majority  Incremental  Facility  Lenders"  shall  mean,  with
respect to any Series of Incremental  Facility  Loans,  Lenders having more than
50% of the aggregate  outstanding  principal amount of the Incremental  Loans of
such Series, at such time (or, if the Incremental  Facility Loans of such Series
shall not have been made,  the  aggregate  outstanding  principal  amount of the
Incremental Facility Commitments of such Series at such time).

                                       20
<PAGE>

                  "Majority  Lenders" shall mean Lenders having more than 50% of
the sum of (i) the aggregate amount of the Revolving Credit  Commitments at such
time (or,  if the  Revolving  Credit  Commitments  shall  have  terminated,  the
aggregate  amount of the  Revolving  Credit  Loans at such  time)  plus (ii) the
aggregate  outstanding  principal  amount of the Facility A Term Loans,  at such
time (or, if the Facility A Term Loans shall not have been made,  the  aggregate
outstanding  principal  amount of the Facility A Term Loan  Commitments  at such
time) plus (iii) the aggregate  outstanding  principal  amount of the Facility B
Term Loans,  at such time (or, if the  Facility B Term Loans shall not have been
made,  the aggregate  outstanding  principal  amount of the Facility B Term Loan
Commitments at such time) plus (iv) the aggregate  outstanding  principal amount
of the Incremental Facility Loans, at such time (or, if the Incremental Facility
Loans shall not have been made, the aggregate  outstanding  principal  amount of
the Incremental Facility Commitments at such time).

                  "Majority  Revolving Credit Lenders" shall mean Lenders having
more than 50% of the aggregate  amount of the Revolving  Credit  Commitments  at
such time (or, if the Revolving Credit  Commitments  shall have terminated,  the
aggregate amount of the Revolving Credit Loans at such time).

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

                  "Material Adverse Effect" shall mean a material adverse effect
on (a) the  Property,  business,  operations,  financial  condition,  prospects,
liabilities or  capitalization  of the Company and its  Restricted  Subsidiaries
taken as a whole,  (b) the  ability of the  Company to perform  its  obligations
under any of the Loan  Documents  to which it is a party,  (c) the  validity  or
enforceability of any of the Loan Documents,  (d) the rights and remedies of the
Lenders and the Administrative  Agent under any of the Loan Documents or (e) the
timely  payment of the  principal  of or interest on the Loans or other  amounts
payable in connection therewith.

                  "Mortgages" shall mean,  collectively,  one or more mortgages,
deeds of trust or  collateral  assignments  of leasehold  interest,  in form and
substance  satisfactory  to the  Administrative  Agent, to effect a Lien on real
property or leasehold interests in the State where the respective Property to be
covered by such instrument is located,  executed by the respective  Obligor that
is the owner or lessee of such  Property  in favor of the  Administrative  Agent
(or,  in the case of a deed of trust,  in favor of a trustee  for the benefit of
the  Administrative  Agent and the  Lenders)  pursuant  to the  Existing  Credit
Agreement,  or Section 8.19 hereof,  as the case may be, covering the respective
fee or leasehold  interests owned by such Obligor,  as said mortgages,  deeds of
trust and collateral  assignments of leasehold  interests  shall be modified and
supplemented and in effect from time to time.

                                       21
<PAGE>

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

                  "NAIC"  shall  mean  the  National  Association  of  Insurance
Commissioners.

                  "NECMA-NE"    shall   mean   New   England    Cablevision   of
Massachusetts, Inc.

                  "NECMA-NE  Acquisition" shall mean the proposed acquisition by
the Company of CATV Systems in  Massachusetts  and New  Hampshire  from NECMA-NE
pursuant to the NECMA-NE Acquisition Agreement.

                  "NECMA-NE Acquisition Agreement" shall mean the Stock Purchase
Agreement  dated as of December 12, 1997 by and among  FrontierVision  Cable New
England,  Inc., as "Buyer" and the shareholders of NECMA-NE, as "Seller", as the
same shall,  subject to Section 8.18 hereof, be modified and supplemented and in
effect from time to time.

                  "Net Available Proceeds" shall mean:

                  (i) in the case of any  Disposition,  the  amount  of Net Cash
Payments received in connection with such Disposition; and

                  (ii) in the case of any Casualty Event,  the aggregate  amount
         of proceeds of insurance,  condemnation  awards and other  compensation
         received by the Company and its Restricted  Subsidiaries  in respect of
         such  Casualty  Event net of (A)  reasonable  expenses  incurred by the
         Company and its Restricted Subsidiaries in connection therewith and (B)
         contractually required repayments of Indebtedness to the extent secured
         by a Lien on such Property and any income and transfer taxes payable by
         the Company or any of its  Restricted  Subsidiaries  in respect of such
         Casualty Event.

                  "Net  Cash   Payments"   shall  mean,   with  respect  to  any
Disposition,  the aggregate amount of all cash payments  received by the Company
and its Restricted  Subsidiaries  directly or indirectly in connection with such
Disposition,  whether at the time of such  Disposition or after such Disposition
under deferred payment  arrangements or Investments  entered into or received in
connection with such Disposition  (but excluding,  in the event such Disposition
consisted in whole or in part of an exchange of CATV Systems,  any cash and cash
equivalents  derived from the operation of the CATV Systems  acquired as part of
such exchange); provided that:

                                       22
<PAGE>

                  (a) Net Cash  Payments  shall be net of (i) the  amount of any
         legal,  accounting,  regulatory,  title  and  recording  tax  expenses,
         commissions  and other fees and  expenses  paid by the  Company and its
         Restricted  Subsidiaries in connection  with such  Disposition and (ii)
         any Tax  Payment  Amount  estimated  by the  Company to be payable as a
         result of such Disposition, and

                  (b) Net Cash  Payments  shall be net of any  repayments by the
         Company or any of its Restricted  Subsidiaries  of  Indebtedness to the
         extent that (i) such  Indebtedness is secured by a Lien on the Property
         that is the subject of such  Disposition and (ii) such  Indebtedness is
         repaid in connection with such Disposition.

                  "Notes" shall mean the  promissory  notes that may be executed
and delivered upon request by any Lender  pursuant to Section 2.07(d) hereof and
all promissory  notes delivered in substitution  or exchange  therefor,  in each
case as the same may be  modified  and  supplemented  and in effect from time to
time.

                  "Obligors" shall mean, collectively, the Company, each Partner
Pledgor under and as defined in the Partner Pledge Agreement, each Stock Pledgor
under and as defined  in the Stock  Pledge  Agreement  and,  effective  upon the
execution and delivery of any Subsidiary  Guarantee  Agreement,  each Restricted
Subsidiary of the Company so executing and delivering such Subsidiary  Guarantee
Agreement.

                  "Other  Equity  Interests"  shall  mean  limited   partnership
interests issued by the Company in accordance with Section 8.13 hereof.

                  "Other  Pledge   Agreement"  shall  mean  a  pledge  agreement
executed and  delivered  by a holder of Other  Equity  Interests in favor of the
Administrative Agent in accordance with Section 8.13(a)(iii) hereof.

                  "Pari Passu  Obligations"  shall mean,  collectively,  (a) the
obligations  of the Company in respect of Interest  Rate  Protection  Agreements
between the Company and a Lender (or a Control  Affiliate of a Lender) permitted
under Section  8.08(g) hereof and (b) any  Indebtedness of the Company or any of
its  Restricted  Subsidiaries  to any Lender  permitted  under  Section  8.07(e)
hereof.

                  "Partner  Pledge  Agreement"  shall  mean the  Partner  Pledge
Agreement dated as of November 9, 1995 between the Partner Pledgors  referred to
therein and the Administrative Agent (a copy of which is attached as Exhibit D-1
hereto), as amended by a Amendment No. 1 thereto (a copy of which is attached as
Exhibit D-2 hereto),  as further  amended by Amendment  No. 2 thereto (a copy of
which is  attached  as  Exhibit  D-3  hereto),  as the same  shall be amended by
Amendment No. 3 thereto in substantially the form attached 


                                       23
<PAGE>

as Exhibit D-4 hereto and as the same shall be further modified and supplemented
and in effect from time to time.

                  "Partners" shall mean, collectively,  the General Partners and
the Limited Partners of the Company from time to time.

                  "Partnership  Agreement"  shall mean the Amended and  Restated
Agreement of Limited  Partnership of  FrontierVision  Operating  Partners,  L.P.
dated as of  September  19, 1997 by and between the  Partners as the same shall,
subject to Section 8.18 hereof,  be further  modified  and  supplemented  and in
effect from time to time.

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

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

                  "Permitted Acquisition Amount" shall mean, with respect to any
Acquisition to be consummated on any date, the sum of (a) $150,000,000  plus (b)
the aggregate amount of cash and investments held by the Administrative Agent on
such date in the Collateral  Account plus (c) the Reserved  Commitment Amount on
such date.

                  "Permitted  Investments" shall mean: (a) direct obligations of
the  United  States  of  America,  or of  any  agency  thereof,  or  obligations
guaranteed as to principal  and interest by the United States of America,  or of
any agency thereof,  in either case maturing not more than 90 days from the date
of acquisition  thereof; (b) certificates of deposit issued by any bank or trust
company  organized  under the laws of the United  States of America or any state
thereof  and  having  capital,   surplus  and  undivided  profits  of  at  least
$500,000,000,  maturing  not more  than 90 days  from  the  date of  acquisition
thereof;  (c)  commercial  paper rated A-1 or better or P-1 by Standard & Poor's
Ratings Services, a Division of McGraw Hill, Inc., or Moody's Investors Service,
Inc., respectively,  maturing not more than 90 days from the date of acquisition
thereof;  and (d)  Investments  in  money  market  funds  whose  assets  consist
primarily of  Investments of the types  described in the foregoing  clauses (a),
(b) and (c) rated as  investment  grade or  better;  in each case so long as the
same (x) provide for the payment of principal  and interest  (and not  principal
alone or interest  alone) and (y) are not subject to any  contingency  regarding
the payment of principal or interest.

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

                                       24
<PAGE>

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

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

                  "Previous  Acquisitions"  shall  mean,  collectively,  the A-R
Acquisition, the TCI-NE Acquisition and the Harolds Acquisition.

                  "Prime Rate" shall mean the rate of interest from time to time
announced by Chase at the Principal Office as its prime commercial lending rate.

                  "Principal  Office" shall mean the principal  office of Chase,
located on the date hereof at 1 Chase Manhattan Plaza, New York, New York 10081.

                  "Principal  Payment  Date"  shall  mean  each  Quarterly  Date
commencing with December 31, 1998 through and including March 31, 2006.

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

                  "Purchase  Price"  shall mean with  respect to any  Subsequent
Acquisition,  an  amount  equal to the sum of (i) the  aggregate  consideration,
whether  cash,  Property  or  securities  (including,  without  limitation,  any
Indebtedness  incurred  pursuant to Section  8.07(f)  hereof and the fair market
value  of any  CATV  Systems  being  transferred  by the  Company  or any of its
Restricted  Subsidiaries in exchange for the CATV Systems being acquired in such
Subsequent  Acquisition),  paid or delivered  by the Company and its  Restricted
Subsidiaries  in  connection  with  such  Subsequent  Acquisition  plus (ii) the
aggregate amount of liabilities of the acquired  business (net of current assets
of the acquired  business)  that would be reflected on a balance  sheet (if such
were to be prepared) of the Company and its Restricted Subsidiaries after giving
effect to such Subsequent Acquisition.

                  "Qualified  Public  Offering" shall mean an offer or offerings
of  equity  interests  of   FrontierVision   LP  under  one  or  more  effective
registration statements under the Securities 


                                       25
<PAGE>

Act of 1933, as amended,  such that,  after giving effect thereto,  (i) at least
20% of the aggregate  equity interests in  FrontierVision  LP on a fully diluted
basis  (i.e.,  giving  effect  to the  exercise  of any  warrants,  options  and
conversion and other rights) has been sold pursuant to such offerings,  and (ii)
such   offerings   result  in  aggregate   cash  proceeds   being   received  by
FrontierVision LP of at least $50,000,000  exclusive of underwriter's  discounts
and other expenses.

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

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

                  "Register"  shall have the  meaning  assigned  to such term in
Section 11.05 hereof.

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

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

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

                  "Reorganization" shall mean the formation of a corporation for
the purpose of succeeding to the assets and liabilities of  FrontierVision LP in
connection  with a public offering or offerings by  FrontierVision  LP of equity
interests  under  one  or  more  effective  registration  statements  under  the
Securities Act of 1933, as amended.

                                       26
<PAGE>

                  "Reserve  Requirement" shall mean, for any Interest Period for
any  Eurodollar  Loan, the average  maximum rate at which  reserves  (including,
without  limitation,  any  marginal,  supplemental  or emergency  reserves)  are
required to be  maintained  during such  Interest  Period under  Regulation D by
member  banks of the  Federal  Reserve  System in New York  City  with  deposits
exceeding one billion Dollars against  "Eurocurrency  liabilities" (as such term
is used in Regulation  D).  Without  limiting the effect of the  foregoing,  the
Reserve  Requirement  shall include any other reserves required to be maintained
by such member banks by reason of any Regulatory  Change with respect to (i) any
category  of  liabilities  that  includes  deposits  by  reference  to which the
Eurodollar  Base Rate is to be  determined  as  provided  in the  definition  of
"Eurodollar  Base Rate" in this Section 1.01 or (ii) any category of  extensions
of credit or other assets that includes Eurodollar Loans.

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

                  "Restricted  Payment"  shall  mean  with  respect  to (i)  any
portion of any partnership interest (whether general or limited) in the Company,
(ii) any  warrants,  options  or other  rights to acquire  any such  partnership
interest or (iii) any payments to any Person (such as "phantom stock"  payments)
where the amount  thereof is calculated  with reference to fair market or equity
value of the Company or any Restricted Subsidiary, all partnership distributions
of the Company (in cash, Property or obligations)  thereon, or other payments or
distributions on account thereof, or the setting apart of money for a sinking or
other analogous fund therefor, or the purchase, redemption,  retirement or other
acquisition  thereof.  The term  "Restricted  Payment"  shall  include,  without
limitation,  any  distributions  or payments made by the Company to the Partners
for the purpose of enabling the Partners (or their direct or indirect owners) to
pay federal,  state or local  income  taxes in respect of taxable  income of the
Company attributable to the Partners (or such owners).

                  "Restricted  Subsidiary"  shall  mean  any  Subsidiary  of the
Company other than an Unrestricted Subsidiary.

                  "Revolving Credit Commitment" shall mean, as to each Revolving
Credit  Lender,  the  obligation  of such  Lender to make Loans in an  aggregate
principal  amount at any one time outstanding up to but not exceeding the amount
set  opposite  the name of such  Lender on  Schedule I hereto  under the caption
"Revolving  Credit  Commitment"  or,  in the case of a  Person  that  becomes  a
Revolving  Credit  Lender  pursuant to an  assignment  permitted  under  Section
11.06(b)  hereof,  as  specified  in the  respective  instrument  of  assignment
pursuant to which such assignment is effected (as the same may be reduced at any
time or from time to time  pursuant  to  Section  2.03  hereof or  increased  or
reduced  from time to time  pursuant  to  assignments  permitted  under  Section
11.06(b)  hereof).  The  aggregate  original  principal  amount of the Revolving
Credit Commitments is $300,000,000.

                                       27
<PAGE>

                  "Revolving Credit Commitment  Termination Date" shall mean the
Quarterly Date falling on or nearest to October 31, 2005.

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

                  "Revolving  Credit Loans" shall mean the loans provided for in
Section 2.01(a) hereof.

                  "Scheduled   Acquisitions"  shall  mean,   collectively,   the
TCI-Ohio Acquisition,  the CoxCom Acquisition,  the Eastern-Kentucky Acquisition
and the NECMA-NE Acquisition.

                  "Scheduled Acquisition  Agreements" shall mean,  collectively,
the (i) TCI-Ohio Acquisition  Agreement,  (ii) the CoxCom Acquisition Agreement,
(iii)  the  Eastern-Kentucky   Acquisition   Agreement  and  (iv)  the  NECMA-NE
Acquisition Agreement.

                  "Security  Agreement" shall mean the Security  Agreement dated
as of November 9, 1995 between the Company, the other Securing Parties from time
to time party thereto and the Administrative  Agent (a copy of which is attached
as Exhibit C-1 hereto), as amended by a Amendment No. 1 thereto (a copy of which
is attached as Exhibit C-2  hereto),  as the same shall be amended by  Amendment
No. 2 thereto in  substantially  the form  attached as Exhibit C-3 hereto and as
the same shall be further  modified and  supplemented and in effect from time to
time.

                  "Security  Documents" shall mean,  collectively,  the Security
Agreement,  the  Partner  Pledge  Agreement,  the Stock  Pledge  Agreement,  the
Subsidiary Guarantee Agreements,  the Mortgages and the Other Pledge Agreements,
and all Uniform  Commercial Code financing  statements  required by the Security
Agreement,  the  Partner  Pledge  Agreement,  the Stock  Pledge  Agreement,  the
Subsidiary Guarantee  Agreements,  the Mortgages and the Other Pledge Agreements
to be filed with  respect to the  security  interests  in personal  Property and
fixtures  created  pursuant  to  the  Security  Agreement,  the  Partner  Pledge
Agreement, the Stock Pledge Agreement, the Subsidiary Guarantee Agreements,  the
Mortgages and the Other Pledge Agreements.

                  "Sellers"  shall mean,  collectively,  (a) with respect to the
TCI-Ohio  Acquisition,  TCI-Ohio,  (b) with  respect to the CoxCom  Acquisition,
CoxCom, (c) with respect to the Eastern-Kentucky Acquisition,  Eastern-Kentucky,
(d) with respect to the NECMA-NE  Acquisition,  shareholders of NECMA-NE and (e)
with respect to any  


                                       28
<PAGE>

Subsequent  Acquisition,  the owner of, the stock (or other ownership interests)
of the entity that owns, or the assets of, the CATV System to be acquired by the
Company  or any of its  Restricted  Subsidiaries  pursuant  to  such  Subsequent
Acquisition, as the case may be.

                  "Senior Debt Ratio" shall mean, as at any date (but subject in
any event to the provisions of Section 8.10(e) hereof), the ratio of:

                  (a) the sum of the aggregate amount of all Indebtedness of the
         Company and its Restricted  Subsidiaries  (excluding  all  Subordinated
         Indebtedness  and  performance  bonds  contemplated  by Section 8.07(f)
         hereof  but  including  all  letters  of  credit  contemplated  by said
         Section) as at such date to

                  (b) the product of EBITDA for the fiscal quarter ending on, or
         most recently ended prior to such date times four.

                  "Senior   Discount  Debt"  shall  mean  the   Indebtedness  of
FrontierVision  Holdings and  FrontierVision  Holdings  Capital  Corporation  in
respect of the notes issued pursuant to Senior Discount Debt Indenture.

                  "Senior   Discount  Debt  Documents"  shall  mean  the  Senior
Discount Debt  Indenture,  the  securities or other  instruments  evidencing the
Senior  Discount  Debt  and all  other  documents,  instruments  and  agreements
executed and  delivered in connection  with the original  issuance of the Senior
Discount Debt, in each case, as the same shall,  subject to Section 8.18 hereof,
be modified and supplemented and in effect from time to time.

                  "Senior  Discount  Debt  Indenture"  shall mean the  Indenture
dated as of September 19, 1997 entered into by FrontierVision Holdings, L.P. and
FrontierVision  Holdings Capital Corporation,  as Issuers, and Colorado National
Bank, as trustee, as the same shall, subject to Section 8.18 hereof, be modified
and supplemented and in effect from time to time.

                  "Senior Officer" shall mean (i) the president, chief financial
officer or other executive  officer of  FrontierVision  Inc.,  acting for and on
behalf of the  Company  (directly  or  indirectly  through  one or more  general
partnerships)  or  (ii)  following  the  Reorganization,  the  president,  chief
financial officer or other executive officer of FrontierVision LP.

                  "Senior  Subordinated  Debt  Documents"  shall mean the Senior
Subordinated Debt Indenture,  the securities or other instruments evidencing the
Subordinated  Indebtedness and all other  documents,  instruments and agreements
executed  and  delivered  in  connection  with  the  original  issuance  of  the
Subordinated  Indebtedness,  in each case, as the same shall, 


                                       29
<PAGE>

subject to Section 8.18 hereof,  be modified and supplemented and in effect from
time to time.

                  "Senior  Subordinated Debt Indenture" shall mean the Indenture
dated as of October 7, 1996 among the Company  and  FrontierVision  Capital,  as
Issuers,  and Colorado National Bank, as Trustee, as the same shall,  subject to
Section 8.18 hereof,  be modified  and  supplemented  and in effect from time to
time.

                  "Series"  shall  have the  meaning  assigned  to such  term in
Section 2.01(d) hereof.

                  "Specified  Default"  shall mean,  collectively,  any Event of
Default under Section 9(a), 9(b), 9(c),  9(e)(i),  9(f), 9(g), 9(h), 9(i), 9(m),
9(n) or 9(o) hereof.

                  "Stock Pledge Agreement" shall mean the Stock Pledge Agreement
dated as of November 9, 1995 between the Stock Pledgors  referred to therein and
the  Administrative  Agent, (a copy of which is attached as Exhibit E-1 hereto),
as amended by a Amendment  No. 1 thereto (a copy of which is attached as Exhibit
E-2 hereto), as further amended by a Amendment No. 2 thereto (a copy of which is
attached as Exhibit E-3 hereto), as the same shall be amended by Amendment No. 3
thereto in substantially the form attached as Exhibit E-4 hereto and as the same
shall be further modified and supplemented and in effect from time to time.

                  "Subordinated Indebtedness" shall mean the Indebtedness of the
Company and FrontierVision  Capital in respect of the senior  subordinated notes
of the Company  and  FrontierVision  Capital due 2006 issued  pursuant to Senior
Subordinated Debt Indenture.

                  "Subscriber" shall mean a Person who subscribes to one or more
of the cable television services of the Company and its Restricted  Subsidiaries
and includes both Equivalent Basic  Subscribers and Persons who subscribe to Pay
TV Units, but excluding each such Person whose account is more than 90 days past
due.

                  "Subsequent  Acquisition" shall mean any acquisition permitted
under Section 8.05(b)(iv) hereof (including,  without limitation,  the Scheduled
Acquisitions).

                  "Subsequent  Acquisition  Agreement"  shall  mean  each  asset
purchase  agreement,  stock purchase  agreement or other  acquisition  agreement
pursuant to which a Subsequent  Acquisition  shall be  consummated,  as the same
shall,  subject to Section 8.18  hereof,  be modified  and  supplemented  and in
effect from time to time.

                                       30
<PAGE>

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

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

                  "Subsidiary Guarantor" shall mean any Restricted Subsidiary of
the Company that executes and delivers the Subsidiary Guarantee Agreement.

                  "Tax Payment  Amount"  shall mean,  for any period,  an amount
equal to the  aggregate  amount of  Federal,  state and local  income  taxes the
Company  and its  Subsidiaries  would have paid in respect of such period in the
event they were corporations  (other than an "S corporation"  within the meaning
of  Section  1361 of the Code) for such  period  and all  prior  periods  filing
consolidated  income tax returns with the Company as the "common parent" (within
the meaning of Section 1504 of the Code).

                  "TCI-NE Acquisition" shall mean the acquisition by the Company
of CATV Systems in New  Hampshire and Vermont from TCI  Cablevision  of Vermont,
Inc. and Westmarc Development Joint Venture (collectively, "TCI-NE") pursuant to
the Asset  Purchase  Agreement  dated as of May 12, 1997 between  TCI-NE and the
Company, which acquisition was consummated on December 2, 1997.

                  "TCI-Ohio" shall mean, collectively,  TCI Cablevision of Ohio,
Inc. and Ohio Cablevision Network, Inc.

                  "TCI-Ohio  Acquisition" shall mean the proposed acquisition by
the  Company of CATV  Systems in Ohio from  TCI-Ohio  pursuant  to the  TCI-Ohio
Acquisition Agreement.

                  "TCI-Ohio Acquisition Agreement" shall mean the Asset Purchase
Agreement dated on or about December 19, 1997, in substantially  the form of the
draft thereof dated December 18, 1997, between TCI-Ohio and the Company,  as the
same shall,  subject to Section 8.18 hereof, be modified and supplemented and in
effect from time to time.

                                       31
<PAGE>

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

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

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

                  "Unrestricted  Subsidiary"  shall mean any  Subsidiary  of the
Company that (a) shall have been designated as an  "Unrestricted  Subsidiary" in
accordance  with the  provisions  of Section 1.04 and (b) any  Subsidiary  of an
Unrestricted Subsidiary.

                  "Uniform  Commercial  Code" shall mean the Uniform  Commercial
Code as in effect from time to time in the State of New York.

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

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

                  "UVC" shall mean United Video Cablevision, Inc.

                  "UVC Notes" shall mean, collectively,  (a) the promissory note
of the  Company in favor of UVC  executed  and  delivered  by the  Company in an
aggregate  principal  amount of  $7,200,000  and (b) any PIK Notes (under and as
defined in such promissory  note) executed and delivered  thereunder as provided
therein,  as the same shall be modified and supplemented and in effect from time
to time.

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

                                       32
<PAGE>

                  1.02  Accounting Terms and Determinations.

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

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

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

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

                  (b) The Company shall deliver to the Administrative  Agent and
the Agents at the same time as the delivery of any annual or quarterly financial
statement  under Section 8.01 hereof (i) a description  in reasonable  detail of
any material variation between the application of accounting principles employed
in  the  preparation  of  such  statement  and  the  application  of  accounting
principles employed in the preparation of the next preceding annual or quarterly
financial  statements as to which no objection has been made in accordance  with
the last sentence of subsection (a) above and (ii)  reasonable  estimates of the
difference between such statements arising as a consequence thereof.

                                       33
<PAGE>

                  (c) To  enable  the  ready  and  consistent  determination  of
compliance  with the covenants  set forth in Section 8 hereof,  the Company will
not change the last day of its fiscal year from December 31 of each year, or the
last days of the first three  fiscal  quarters in each of its fiscal  years from
March 31, June 30 and September 30 of each year, respectively.

                  (d) Whenever making determinations under this Agreement of the
amount of  income  taxes  payable  during  any  period  by the  Company  and its
Subsidiaries,  the  amount of such  taxes  shall be deemed  to  include  the Tax
Payment Amount for such period.

                  1.03 Types of Loans.  Loans  hereunder  are  distinguished  by
"Class" and by "Type".  The  "Class" of a Loan refers to whether  such Loan is a
Revolving  Credit  Loan,  a Facility  A Term Loan,  a Facility B Term Loan or an
Incremental  Facility Loan of a particular  Series,  each of which constitutes a
Class. The "Type" of a Loan refers to whether such Loan is a Base Rate Loan or a
Eurodollar  Loan, each of which  constitutes a Type.  Loans may be identified by
both  Class and  Type.  Incremental  Facility  Loans  and  Incremental  Facility
Commitments  shall be classified by Series,  each of which shall be considered a
separate Class.

                  1.04  Subsidiaries; Designation of Unrestricted Subsidiaries.

                  (a)  The  Company  may  at  any  time  designate  any  of  its
Subsidiaries  (including  any newly  acquired or newly formed  Subsidiary) be an
Unrestricted  Subsidiary  for purposes of this  Agreement,  by delivering to the
Administrative  Agent a certificate of a Senior Officer (and the  Administrative
Agent  shall  promptly  forward  a copy of  such  certificate  to  each  Lender)
attaching a copy of a resolution of the Company  setting forth such  designation
and  stating  that the  conditions  set  forth in this  Section  1.04  have been
satisfied with respect to such  designation,  provided that no such  designation
shall be effective  unless (i) at the time of such  designation and after giving
effect  thereto,  no  Default or Event of Default  shall  have  occurred  and be
continuing,  (ii) at the time of such designation the Company would be permitted
to make an Investment (assuming the effectiveness of such designation)  pursuant
to  Section  8.08(k)  hereof,  (iii) at the time of such  designation  and after
giving  effect  thereto,  no  Subsidiary  of  an  Unrestricted  Subsidiary  is a
Restricted  Subsidiary,  (iv) at the time of such  designation  and after giving
effect thereto, any Subsidiary that is a Restricted  Subsidiary under the Senior
Subordinated  Debt Indenture  shall also be a Restricted  Subsidiary  under this
Agreement and (v) no Event of Default would have existed with respect to Section
8.10  hereof  as at the  previous  Quarterly  Date had such  Subsidiary  been an
Unrestricted Subsidiary at such time.

                  Neither the Company nor any Restricted Subsidiary shall at any
time (1) provide  credit  support  for,  subject  any of its  property or assets
(other  than  the  equity  interests  of  any  Unrestricted  Subsidiary)  to the
satisfaction of, or guarantee any  Indebtedness 


                                       34
<PAGE>

of  any  Unrestricted  Subsidiary  (including  any  undertaking,   agreement  or
instrument  evidencing such Indebtedness),  (2) be directly or indirectly liable
for any  Indebtedness  of any  Unrestricted  Subsidiary  or (3) be  directly  or
indirectly  liable for any  Indebtedness  which provides that the holder thereof
may (upon notice,  lapse of time or both) declare a default thereon or cause the
payment  thereof  to be  accelerated  or  payable  prior to its final  scheduled
maturity upon the  occurrence of a default with respect to any  Indebtedness  of
any Unrestricted  Subsidiary,  except,  in the case of clause (1) or (2), to the
extent otherwise permitted under the terms of this Agreement.

                  (b) The Company may revoke any  designation of a Subsidiary as
an  Unrestricted   Subsidiary  by  delivering  to  the  Administrative  Agent  a
certificate  of a Senior  Officer (and the  Administrative  Agent shall promptly
forward  a copy  of  such  certificate  to each  Lender)  attaching  a copy of a
resolution  of the Company  setting forth such  revocation  and stating that the
conditions  set forth in this Section 1.04 have been  satisfied  with respect to
such revocation,  provided that no such revocation shall be effective unless (i)
at the time of such  revocation and after giving effect  thereto,  no Default or
Event of Default shall have  occurred and be  continuing  and (ii) all Liens and
Indebtedness of such Unrestricted  Subsidiary outstanding  immediately following
such  revocation  would,  if incurred at such time,  have been  permitted  to be
incurred under this Agreement.

                  (c) The parties hereto hereby agree that FrontierVision Access
Partners L.L.C., a Delaware limited liability  company,  is hereby designated an
Unrestricted  Subsidiary;  the Company  hereby  represents  and  warrants to the
Administrative  Agent and the Lenders that the requirements of this Section 1.04
with respect to such designation have been satisfied.


                  Section 2.  Commitments, Loans and Prepayments.

                  2.01 Loans.

                  (a)  Revolving  Credit  Loans.  Each  Revolving  Credit Lender
severally  agrees,  on the  terms  and  conditions  of this  Agreement,  to make
revolving  credit  loans to the  Company in Dollars  during the period  from and
including  the  Effective  Date  to  but  not  including  the  Revolving  Credit
Commitment  Termination  Date  in an  aggregate  principal  amount  (as  to  all
Revolving  Credit Loans held by such Lender) at any one time  outstanding  up to
but not exceeding the amount of the Revolving  Credit  Commitment of such Lender
as in effect  from time to time.  Subject  to the terms and  conditions  of this
Agreement,  during such period the Company may borrow,  repay and  reborrow  the
amount of the  Revolving  Credit  Commitments  by means of Base  Rate  Loans and
Eurodollar  Loans and may Convert  Loans of one Type into Loans of another  Type
(as  provided  in Section  2.08  hereof) or 


                                       35
<PAGE>

Continue  Eurodollar  Loans from one Interest Period to the next Interest Period
(as  provided  in  Section  2.08  hereof).   Anything  herein  to  the  contrary
notwithstanding,  no  Revolving  Credit  Loans  may  be  made  hereunder  on the
Effective Date unless the Company shall be simultaneously  borrowing  Facility A
and Facility B Term Loans hereunder in an aggregate amount equal to the original
Facility A and Facility B Term Loan Commitments hereunder.

                  Proceeds of Revolving  Credit Loans shall be available for any
use  permitted  under Section 8.16 hereof,  provided  that, in the event that as
contemplated  by Section  2.09(f)  hereof,  the Company  shall prepay  Revolving
Credit Loans from the  proceeds of a  Disposition  hereunder,  then an amount of
Revolving Credit  Commitments equal to the amount of such prepayment (herein the
"Reserved  Commitment  Amount") shall be reserved and shall not be available for
borrowings  hereunder  except  and to the  extent  that  the  proceeds  of  such
borrowings are to be applied to make  Subsequent  Acquisitions  permitted  under
Section   8.05(b)  hereof  or  to  make   prepayments  of  Loans  under  Section
2.09(d)(y)(B)  hereof. The Company agrees, upon the occasion of any borrowing of
Revolving  Credit Loans  hereunder  that is to constitute a  utilization  of any
Reserved  Commitment  Amount, to advise the  Administrative  Agent in writing of
such  fact  at the  time of  such  borrowing,  identifying  the  amount  of such
borrowing that is to constitute such utilization,  the Subsequent Acquisition in
respect  of which the  proceeds  of such  borrowing  are to be  applied  and the
reduced Reserved  Commitment  Amount to be in effect after giving effect to such
borrowing.

                  (b)  Facility A Term Loans.  Each  Facility A Term Loan Lender
severally  agrees,  on the terms and conditions of this Agreement,  to make term
loans to the  Company  in  Dollars  during the  period  from and  including  the
Effective  Date  to but  not  including  the  Facility  A Term  Loan  Commitment
Termination  Date in an aggregate  principal  amount up to but not exceeding the
then  unused  amount of the  Facility  A Term Loan  Commitment  of such  Lender.
Subject  to the terms  and  conditions  of this  Agreement  (including,  without
limitation,  paragraph (e) below), the Company may Convert Facility A Term Loans
of one Type into  Facility A Term Loans of another  Type (as provided in Section
2.08 hereof) or Continue  Eurodollar  Loans from one Interest Period to the next
Interest  Period (as provided in Section 2.08  hereof).  Anything  herein to the
contrary  notwithstanding,  no  Facility  A Term Loans  shall be made  hereunder
unless prior  thereto (or  concurrently  therewith)  Facility B Term Loans in an
aggregate  amount equal to the full original  amount of the Facility B Term Loan
Commitments  shall have been made under Section 2.01(c) hereof.  Facility A Term
Loans  borrowed  and  repaid  prior  to  the  Facility  A Term  Loan  Commitment
Termination Date may not be reborrowed.

                  Proceeds of Facility A Term Loans hereunder shall be available
for any use permitted under Section 8.16 hereof.

                                       36
<PAGE>

                  (c)  Facility B Term Loans.  Each  Facility B Term Loan Lender
severally  agrees,  on the terms and conditions of this Agreement,  to make term
loans to the  Company  in  Dollars  during the  period  from and  including  the
Effective  Date  to but  not  including  the  Facility  B Term  Loan  Commitment
Termination  Date in an aggregate  principal  amount up to but not exceeding the
then  unused  amount of the  Facility  B Term Loan  Commitment  of such  Lender.
Subject  to the terms  and  conditions  of this  Agreement  (including,  without
limitation,  paragraph (e) below), the Company may Convert Facility B Term Loans
of one Type into  Facility B Term Loans of another  Type (as provided in Section
2.08 hereof) or Continue  Eurodollar  Loans from one Interest Period to the next
Interest  Period (as  provided in Section  2.08  hereof).  Facility B Term Loans
borrowed  and repaid prior to the  Facility B Term Loan  Commitment  Termination
Date may not be reborrowed.

                  Proceeds of Facility B Term Loans hereunder shall be available
for any use permitted under Section 8.16 hereof.

                  (d)  Incremental  Facility Loans. In addition to borrowings of
Term Loans and  Revolving  Credit  Loans,  at any time  during  the  Incremental
Facility  Availability  Period the  Company  may from time to time  request  the
Lenders offer to enter into  commitments  to make  additional  term loans to the
Company  hereunder,  which  commitment  of any  Lender  shall  not be less  than
$5,000,000 and not greater than  $200,000,000.  In the event that one or more of
the Lenders offer, in their sole discretion, to enter into such commitments, and
such  Lenders and the Company  agree as to the amount of such  commitments  that
shall be allocated to the respective Lenders making such offers and the fees (if
any) to be payable by the Company in  connection  therewith,  such Lenders shall
become obligated to make  Incremental  Facility Loans under this Agreement in an
amount equal to the amount of their respective Incremental Facility Commitments.
The Incremental Facility Loans to be made pursuant to any such agreement between
the  Company  and one or more  Lenders in  response  to any such  request by the
Company shall be deemed to be a separate "Series" of Incremental  Facility Loans
for  all  purposes  of  this   Agreement.   Anything   herein  to  the  contrary
notwithstanding,  (i) the  minimum  aggregate  principal  amount of  Incremental
Facility   Commitments   entered  into   pursuant  to  any  such  request  (and,
accordingly, the minimum aggregate principal amount of any Series of Incremental
Facility Loans) shall be $50,000,000 and (ii) the aggregate  principal amount of
all Incremental  Facility  Commitments and Incremental  Facility Loans shall not
exceed  $200,000,000.  Incremental Facility Term Loans borrowed and repaid prior
to but not including  the  Quarterly  Date falling on or nearest to December 31,
1999 may not be reborrowed.

                                       37
<PAGE>


                  (e) Certain  Limitations  on  Eurodollar  Loans.  No more than
fifteen separate  Interest Periods in respect of Eurodollar Loans of all Classes
may be outstanding at any one time.

                  (f)  Treatment  of Loans  Outstanding  under  Existing  Credit
Agreement.  In the event that any "Revolving  Credit Loans",  or "Facility A" or
"Facility  B Term  Loans"  under the  Existing  Credit  Agreement  shall  remain
outstanding  on the  Effective  Date,  then such  loans  shall be  continued  as
Revolving  Credit Loans,  or Facility A or Facility B Term Loans  hereunder,  as
applicable,  and the Lenders  hereunder  shall, on the Effective Date, take such
actions,  and make such adjustments among  themselves,  as shall be necessary so
that such loans are held hereunder  ratably in accordance with their  respective
Revolving  Credit  Commitments,   and  Facility  A  and  Facility  B  Term  Loan
Commitments, as applicable. On the Effective Date, the Company shall cause to be
paid to each Lender party to the  Existing  Credit  Agreement,  all amounts that
would  be  owing  to such  Lender  under  Section  5.05 of the  Existing  Credit
Agreement as if the "Loans" of such Lender under the Existing  Credit  Agreement
were  being  repaid on the  Effective  Date,  whether  or not any such loans are
actually repaid on the Effective Date.

                  2.02  Borrowings.  The Company  shall give the  Administrative
Agent notice of each borrowing hereunder as provided in Section 4.05 hereof. Not
later  than 1:00 p.m.  New York time on the date  specified  for each  borrowing
hereunder,  each Lender shall make  available the amount of the Loan or Loans to
be made by it on such date to the Administrative Agent, at an account maintained
by the  Administrative  Agent with Chase at the Principal Office and notified to
the Company, in immediately  available funds, for account of the Company (or, at
such other account as the  Administrative  Agent may  designate).  The amount so
received by the Administrative  Agent shall, subject to the terms and conditions
of this  Agreement,  be made available to the Company by depositing the same, in
immediately  available  funds,  in an account of the Company  designated  by the
Company and  maintained  with Chase at the  Principal  Office (or, in such other
manner as the Company may reasonably specify to the Administrative Agent).

                  2.03  Changes of Commitments.

                  (a) The aggregate amount of the Revolving  Credit  Commitments
shall  be  automatically  reduced  to zero on the  Revolving  Credit  Commitment
Termination Date.

                  (b) The Company  shall have the right at any time or from time
to time (i) so long as no Revolving  Credit Loans are  outstanding  to terminate
the Revolving Credit Commitments,  (ii) so long as no Incremental Facility Loans
of a Series are outstanding to terminate the Incremental Facility Commitments of
such  Series or (iii) to reduce the  aggregate  unused  amount of the  Revolving
Credit  Commitments  or  Incremental  Facility  


                                       38
<PAGE>

Commitments of any Series,  as  applicable;  provided that (x) the Company shall
give notice of each such  termination  or  reduction as provided in Section 4.05
hereof and (y) each partial  reduction shall be in an aggregate  amount at least
equal to $5,000,000 (or a larger multiple of $1,000,000).

                  (c) Any  portion of the  Facility  A and  Facility B Term Loan
Commitments  not used on the  Facility  A and  Facility  B Term Loan  Commitment
Termination  Date  shall  be  automatically  terminated  on the  Facility  A and
Facility B Term Loan Commitment Termination Date. Any portion of the Incremental
Facility  Commitments  of any Series not used  during the  Incremental  Facility
Availability  Period shall be  automatically  terminated  on the last day of the
Incremental Facility Availability Period.

                  (d) The  Commitments  once  terminated  or reduced  may not be
reinstated.

                  2.04   Commitment   Fee.   The   Company   shall  pay  to  the
Administrative  Agent for account of each Lender a  commitment  fee on the daily
average unused amount of the respective  Commitments of such Lender  (including,
without limitation,  the Reserved  Commitment  Amount),  for the period from and
including  the date  hereof to but not  including  the date such  Commitment  is
terminated,  at a rate  per  annum  equal  to  the  Applicable  Margin.  Accrued
commitment  fees shall be payable on the Effective  Date, on each Quarterly Date
and on the date the relevant Commitments are terminated.

                  Notwithstanding  anything to the contrary  contained herein or
in the Existing  Credit  Agreement,  the accrued  commitment  fee payable  under
Section 2.04 of the Existing Credit  Agreement shall be payable on the Effective
Date.

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

                  2.06 Several Obligations; Remedies Independent. The failure of
any  Lender  to make any Loan to be made by it on the  date  specified  therefor
shall not relieve any other  Lender of its  obligation  to make its Loan on such
date, but neither any Lender nor the  Administrative  Agent shall be responsible
for the  failure  of any other  Lender  to make a Loan to be made by such  other
Lender,  and (except as  otherwise  provided in Section  4.06  hereof) no Lender
shall have any  obligation to the  Administrative  Agent or any other Lender for
the failure by such Lender to make any Loan  required to be made by such Lender.
The amounts payable by the Company at any time hereunder to each Lender shall be
a separate and independent debt and each Lender shall be entitled to protect and
enforce its rights arising out of this Agreement,  and it shall not be necessary
for any other Lender or the Administrative  Agent to consent to, or be joined as
an additional party in, any proceedings for such purposes.

                                       39
<PAGE>

                  2.07  Loan Accounts; Promissory Notes.

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

                  (b) Maintenance of Loan Accounts by Administrative  Agent. The
Administrative  Agent shall  maintain  accounts in which it shall record (i) the
amount of each Loan made hereunder,  the Class and Type thereof and the Interest
Period applicable thereto,  (ii) the amount of any principal or interest due and
payable or to become due and payable  from the Company to each Lender  hereunder
and (iii) the amount of any sum received by the  Administrative  Agent hereunder
for the account of the Lenders and each Lender's share thereof.

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

                  (d) Promissory Notes. Any Lender may request that Loans of any
Class made by it be evidenced by a promissory  note. In such event,  the Company
shall prepare,  execute and deliver to such Lender a promissory  note payable to
the order of such Lender (or, if requested  by such  Lender,  to such Lender and
its registered assigns) and in a form approved by the Administrative  Agent (and
which  does  not  alter  the  rights  or  obligations  of the  parties  to  this
Agreement). Thereafter, the Loans evidenced by such promissory note and interest
thereon shall at all times (including after assignment pursuant to Section 11.06
hereof) be represented by one or more  promissory  notes in such form payable to
the  order  of the  payee  named  therein  (or,  if  such  promissory  note is a
registered note, to such payee and its registered assigns).

                  2.08 Optional  Prepayments and Conversions or Continuations of
Loans.  Subject to Section  4.04  hereof,  the  Company  shall have the right to
prepay  Loans,  to Convert  Loans of one Type into  Loans of another  Type or to
Continue  Eurodollar Loans from one Interest Period to the next Interest Period,
at any time or from time to time, provided that:

                                       40
<PAGE>

                  (a) the Company shall give the Administrative  Agent notice of
         each such prepayment, Conversion or Continuation as provided in Section
         4.05  hereof  (and,  upon the date  specified  in any  such  notice  of
         prepayment,  the amount to be  prepaid  shall  become  due and  payable
         hereunder);

                  (b)  except  to  the  extent  necessary  to  comply  with  the
         requirements  of clause (c) below,  Eurodollar  Loans may be prepaid or
         Converted only on the last day of an Interest Period for such Loans;

                  (c) any Conversion or Continuation  of Eurodollar  Loans shall
         be subject to the provisions of Section 2.01(e) hereof;

                  (d)  prepayments  of any Term Loan shall be  effected  in such
         manner so that the Term Loans of both Classes  (and, to the extent that
         Incremental Loans are outstanding, the Incremental Loans of all Series)
         are  concurrently  prepaid  ratably in accordance  with the  respective
         outstanding  principal  amounts  thereof  and the  aggregate  principal
         amount  of all such  concurrent  prepayments  is at least  equal to the
         amounts specified in Section 4.04 hereof; and

                  (e)  prepayments  of Term  Loans and of  Incremental  Facility
         Loans shall be applied to the installments of principal thereof ratably
         in accordance with the respective amounts of such installments.

                  Notwithstanding the foregoing, and without limiting the rights
and remedies of the Lenders under Section 9 hereof,  in the event that any Event
of Default shall have occurred and be continuing,  the Administrative  Agent may
(and at the  request of the  Majority  Lenders  shall)  suspend the right of the
Company  to  Convert  any  Loan  into a  Eurodollar  Loan,  or to  Continue  any
Eurodollar Loan, in which event all Loans shall be Converted (on the last day(s)
of the respective Interest Periods therefor) into Base Rate Loans.

                  2.09  Mandatory Prepayments and Reductions of Commitments.

                  (a)  Casualty  Events.  Upon the date 365 days  following  the
receipt by the Company of the proceeds of insurance, condemnation award or other
compensation  in respect of any  Casualty  Event  affecting  any Property of the
Company or any of its Restricted  Subsidiaries (or upon such earlier date as the
Company or such Restricted Subsidiary, as the case may be, shall have determined
not to repair or replace the  Property  affected by such  Casualty  Event),  the
Company shall prepay the Loans in an aggregate  amount, if any, equal to 100% of
the Net Available  Proceeds of such Casualty Event not  theretofore  applied (or
committed to be applied pursuant to executed construction contracts or equipment
orders) to


                                       41
<PAGE>

the repair or replacement of such  Property,  such  prepayment to be effected in
each case in the manner and to the extent  specified  in  paragraph  (f) of this
Section 2.09.

                  Nothing  in this  paragraph  (a)  shall be deemed to limit any
obligation  of the  Company  and its  Restricted  Subsidiaries  pursuant  to the
Security Agreement to remit to the Collateral Account the proceeds of insurance,
condemnation  award or other  compensation  received in respect of any  Casualty
Event, and the  Administrative  Agent shall release such proceeds to the Company
in the manner  and to the extent  provided  in Section  4.01(d) of the  Security
Agreement.

                  (b)  [INTENTIONALLY OMITTED]

                  (c) Excess  Cash  Flow.  Not later than the date 90 days after
the end of each fiscal year of the Company, commencing with Excess Cash Flow for
the fiscal year ending  December 31, 2001, the Company shall prepay the Loans in
an aggregate  amount equal to the excess of (A) 50% of Excess Cash Flow for such
fiscal year over (B) the aggregate amount of voluntary prepayments of Term Loans
and Incremental  Facility Loans made during such fiscal year pursuant to Section
2.08 hereof (other than that  portion,  if any, of such  prepayments  applied to
installments  of the Term Loans and  Incremental  Facility  Loans falling due in
such fiscal year), such prepayment to be effected in each case in the manner and
to the extent  specified in paragraph (f) of this Section 2.09.  Notwithstanding
the foregoing,  no prepayment  shall be required under this paragraph (c) if, at
the last day of the last two fiscal  quarters  of any fiscal year the Debt Ratio
shall have been less than 5.00 to 1.

                  (d) Sale of Assets.  Without  limiting the  obligation  of the
Company to obtain the consent of the Majority  Lenders  pursuant to Section 8.05
hereof to any Disposition not otherwise permitted hereunder, the Company agrees,
two Business Days prior to the  occurrence of any  Disposition in which the fair
market value of the Property that is the subject of such  Disposition is greater
than or equal to  $10,000,000,  to deliver to the  Administrative  Agent and the
other Agents a statement, certified by a Senior Officer, in reasonable detail of
the estimated amount of the Net Available Proceeds of such Disposition, in which
event the Company will prepay the Loans as follows:

                  (i) on the date of such  Disposition,  in an aggregate  amount
         equal to 100% of the actual Net Available  Proceeds of such Disposition
         received by the Company and its Restricted  Subsidiaries on the date of
         such Disposition; and

                  (ii) thereafter, quarterly, on the date of the delivery by the
         Company to the Administrative  Agent pursuant to Section 8.01 hereof of
         the  financial  statements  for each  quarterly  fiscal  period  or (if
         earlier)  the  date 45 days  after  the  end of such  quarterly  fiscal
         period, to the extent the Company or any of its Restricted Subsidiaries

                                       42
<PAGE>

         shall  receive Net  Available  Proceeds  during such  quarterly  fiscal
         period in cash  under  deferred  payment  arrangements  or  Investments
         entered into or received in connection with any Disposition,  an amount
         equal  to (A)  100%  of the  aggregate  amount  of such  Net  Available
         Proceeds  minus  (B) any  transaction  expenses  associated  with  such
         Disposition  and not previously  deducted in the  determination  of Net
         Available  Proceeds  plus (or minus,  as the case may be) (C) any other
         adjustment   received  or  paid  by  the  Company  or  such  Restricted
         Subsidiary  pursuant to the respective  agreements  giving rise to such
         Disposition and not previously taken into account in the  determination
         of the Net Available  Proceeds of such  Disposition,  provided that, if
         prior to the date upon which the Company would otherwise be required to
         make a prepayment  under this clause (ii) with respect to any quarterly
         fiscal  period  the  aggregate  amount of such Net  Available  Proceeds
         received  in cash  shall  aggregate  an  amount  that  will  require  a
         prepayment of  $10,000,000  or more under this clause (ii) with respect
         to such  quarterly  fiscal period,  then the Company shall  immediately
         make a  prepayment  under this clause  (ii) in an amount  equal to such
         required prepayment.

Prepayments  of Loans  shall be  effected  in each case in the manner and to the
extent specified in paragraph (f) of this Section 2.09.

                  Notwithstanding  the  foregoing,  the  Company  shall  not  be
required to make a prepayment pursuant to this paragraph (d) with respect to the
Net Available Proceeds from any Disposition (including,  without limitation, the
Dispositions  permitted under Section  8.05(c)(iv) hereof) in the event that the
Company advises the Administrative  Agent at the time the Net Available Proceeds
from  such  Disposition  are  received  that it  intends  to  reinvest  such Net
Available Proceeds into replacement  assets pursuant to a transaction  permitted
under Section 8.05(b) hereof, so long as:

                  (x) such Net  Available  Proceeds  are  either (i) held by the
         Administrative   Agent  in  the   Collateral   Account   pending   such
         reinvestment,  in which event the Administrative Agent need not release
         such Net  Available  Proceeds  except  upon  presentation  of  evidence
         satisfactory  to it  that  such  Net  Available  Proceeds  are to be so
         reinvested in compliance  with the provisions of this Agreement or (ii)
         applied by the Company to the  prepayment  of  Revolving  Credit  Loans
         hereunder   (in  which   event  the   Company   agrees  to  advise  the
         Administrative  Agent  in  writing  at the time of such  prepayment  of
         Revolving  Credit  Loans  that such  prepayment  is being made from the
         proceeds of a Disposition  and that, as contemplated by Section 2.01(a)
         hereof, a portion of the Revolving Credit  Commitments  hereunder equal
         to the amount of such  prepayment  gives rise to a Reserved  Commitment
         Amount that shall be  available  hereunder  only for purposes of making
         Subsequent Acquisitions under Section 8.05(b) hereof),

                                       43
<PAGE>

                  (y) the Net  Available  Proceeds from any  Disposition  are in
         fact so reinvested  within twelve months of such  Disposition (it being
         understood that, in the event Net Available Proceeds from more than one
         Disposition  are paid into the  Collateral  Account  or  applied to the
         prepayment  of Revolving  Credit Loans as provided in clause (x) above,
         such Net Available  Proceeds shall be deemed to be released (or, as the
         case may be, Revolving  Credit Loans utilizing the Reserved  Commitment
         Amount  shall be  deemed  to be made) in the same  order in which  such
         Dispositions  occurred  and,  accordingly,  (A) any such Net  Available
         Proceeds so held for more than twelve months shall be forthwith applied
         to the  prepayment of Loans and  reductions of  Commitments as provided
         above and (B) any Reserved Commitment Amount that remains so unutilized
         for more than twelve months shall,  subject to the  satisfaction of the
         conditions  precedent to such  borrowing  in Section  6.03  hereof,  be
         utilized through the borrowing by the Company of Revolving Credit Loans
         the proceeds of which shall be applied to the  prepayment  of Loans and
         reductions of  Commitments as provided in paragraph (f) of this Section
         2.09) and

                  (z) the aggregate amount of Net Available  Proceeds  (together
         with  investment   earnings  thereon)  so  held  at  any  time  by  the
         Administrative  Agent  pending  reinvestment  as  contemplated  by this
         sentence, together with the aggregate amount of the Reserved Commitment
         Amount,  shall  not at any time  exceed  $150,000,000  or such  greater
         amount as the Majority Lenders may otherwise agree.

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

                  (e) Change of Control.  If any Change of Control  shall occur,
then,  concurrently  with the occurrence of the event giving rise to such Change
of Control, the Company shall prepay the Loans in full and the Commitments shall
be automatically reduced to zero.

                  (f)  Application.  Upon the  occurrence  of any of the  events
described  in the above  paragraphs  of this  Section  2.09,  the  amount of the
required  prepayment  shall be applied to the  prepayment of the Facility A Term
Loans,  the  Facility B Term Loans and the  Incremental  Facility  Loans of each
Series  ratably in accordance  with the  respective  then-outstanding  aggregate
amounts of such  Commitments  and Loans and after the  prepayment in full of the
outstanding  Facility A Term  Loans,  Facility B Term Loans and the  Incremental
Facility Term Loans, to the reduction of the Revolving  Credit  Commitments (and
to the simultaneous  prepayment of the Revolving Credit Loans in an amount equal
to  such  required  reduction  of  Revolving  Credit  Commitments).   Each  such
prepayment  of Term 


                                       44
<PAGE>

Loans shall be applied to the  Facility A Term Loans,  the Facility B Term Loans
and the Incremental Facility Loans of each Series ratably in accordance with the
respective  aggregate   outstanding   principal  amounts  thereof,  and  to  the
installments  of principal  thereof  ratably in accordance  with the  respective
amounts of such installments.

                  Section 3.  Payments of Principal and Interest.

                  3.01 Repayment of Loans.

                  (a) The Company hereby  promises to pay to the  Administrative
Agent for  account  of each  Revolving  Credit  Lender  the  entire  outstanding
principal  amount of such Lender's  Revolving  Credit Loans,  and each Revolving
Credit Loan shall mature, on the Revolving Credit Commitment Termination Date.

                  (b) The Company hereby  promises to pay to the  Administrative
Agent for  account of the  Facility A Term Loan  Lenders  the  principal  of the
Facility  A Term Loans in  twenty-eight  installments  payable on the  Principal
Payment  Dates set forth below as  follows,  each such  installment  to be in an
amount equal to the percentage of the aggregate principal amount of the Facility
A Term Loans outstanding on the Facility A Term Loan Commitment Termination Date
set forth opposite such Principal Payment Date:

                                                    Percentage of
                                                  Aggregate Principal
                    Principal Payment Date       Amount Outstanding

                          December 31, 1998            0.75%
                          March 31, 1999 ...           0.75%
                          June 30, 1999 ....           0.75%
                          September 30, 1999           0.75%

                          December 31, 1999            2.00%
                          March 31, 2000 ...           2.00%
                          June 30, 2000 ....           2.00%
                          September 30, 2000           2.00%

                          December 31, 2000            3.00%
                          March 31, 2001 ...           3.00%
                          June 30, 2001 ....           3.00%
                          September 30, 2001           3.00%

                                       45
<PAGE>

                          December 31, 2001            4.00%
                          March 31, 2002 ...           4.00%
                          June 30, 2002 ....           4.00%
                          September 30, 2002           4.00%

                          December 31, 2002            5.00%
                          March 31, 2003 ...           5.00%
                          June 30, 2003 ....           5.00%
                          September 30, 2003           5.00%

                          December 31, 2003            6.50%
                          March 31, 2004 ...           6.50%
                          June 30, 2004 ....           6.50%
                          September 30, 2004           6.50%

                          December 31, 2004            3.75%
                          March 31, 2005 ...           3.75%
                          June 30, 2005 ....           3.75%
                          September 30, 2005 ...       3.75%

                  (c) The Company hereby  promises to pay to the  Administrative
Agent for  account of the  Facility B Term Loan  Lenders  the  principal  of the
Facility  B Term Loans in  twenty-eight  installments  payable on the  Principal
Payment  Dates set forth below as  follows,  each such  installment  to be in an
amount equal to the percentage of the aggregate principal amount of the Facility
B Term Loans outstanding on the Facility B Term Loan Commitment Termination Date
set forth opposite such Principal Payment Date:

                                                     Percentage of
                                                 Aggregate Principal
                    Principal Payment Date         Amount Outstanding

                     December 31, 1999                   0.2075%
                     March 31, 2000 ...                  0.2075%
                     June 30, 2000 ....                  0.2075%
                     September 30, 2000                  0.2075%

                     December 31, 2000                   0.2075%
                     March 31, 2001 ...                  0.2075%
                     June 30, 2001 ....                  0.2075%
                     September 30, 2001                  0.2075%

                                       46
<PAGE>

                     December 31, 2001                   0.2075%
                     March 31, 2002 ...                  0.2075%
                     June 30, 2002 ....                  0.2075%
                     September 30, 2002                  0.2075%

                     December 31, 2002                   0.2075%
                     March 31, 2003 ...                  0.2075%
                     June 30, 2003 ....                  0.2075%
                     September 30, 2003                  0.2075%

                     December 31, 2003                   0.2075%
                     March 31, 2004 ...                  0.2075%
                     June 30, 2004 ....                  0.2075%
                     September 30, 2004                  0.2075%

                     December 31, 2004                   0.2125%
                     March 31, 2005 ...                  0.2125%
                     June 30, 2005 ....                  0.2125%
                     September 30, 2005                  0.2125%

                     December 31, 2005                  45.0000%
                     March 31, 2006 ...                 50.0000%

                  (d) The Company hereby  promises to pay to the  Administrative
Agent for  account of the  Incremental  Facility  Lenders the  principal  of the
Incremental  Facility Loans in twenty-six  installments payable on the Principal
Payment  Dates set forth below as  follows,  each such  installment  to be in an
amount  equal  to  the  percentage  of the  aggregate  principal  amount  of the
Incremental  Facility Term Loans outstanding on the Quarterly Date falling on or
nearest to December 31, 1999 set forth opposite such Principal Payment Date (and
each such payment to be applied  ratably to each Series of Incremental  Facility
Loans):

                                                     Percentage of
                                                  Aggregate Principal
                   Principal Payment Date          Amount Outstanding

                     December 31, 1999                   0.2075%
                     March 31, 2000                      0.2075%
                     June 30, 2000                       0.2075%
                     September 30, 2000                  0.2075%

                     December 31, 2000                   0.2075%

                                       47
<PAGE>

                     March 31, 2001                      0.2075%
                     June 30, 2001                       0.2075%
                     September 30, 2001                  0.2075%

                     December 31, 2001                   0.2075%
                     March 31, 2002                      0.2075%
                     June 30, 2002                       0.2075%
                     September 30, 2002                  0.2075%

                     December 31, 2002                   0.2075%
                     March 31, 2003                      0.2075%
                     June 30, 2003                       0.2075%
                     September 30, 2003                  0.2075%

                     December 31, 2003                   0.2075%
                     March 31, 2004                      0.2075%
                     June 30, 2004                       0.2075%
                     September 30, 2004                  0.2075%

                     December 31, 2004                   0.2125%
                     March 31, 2005                      0.2125%
                     June 30, 2005                       0.2125%
                     September 30, 2005                  0.2125%

                     December 31, 2005                  45.0000%
                     March 31, 2006                     50.0000%

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

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

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

Notwithstanding  the  foregoing,  the  Company  hereby  promises  to  pay to the
Administrative  Agent for  account of each  Lender  interest  at the  applicable
Post-Default  Rate on any 


                                       48
<PAGE>

principal of any Loan made by such Lender and on any other amount payable by the
Company  hereunder to or for account of such  Lender,  that shall not be paid in
full when due  (whether  at  stated  maturity,  by  acceleration,  by  mandatory
prepayment or otherwise), for the period from and including the due date thereof
to but  excluding  the date the same is paid in full.  Accrued  interest on each
Loan shall be  payable  (i) in the case of a Base Rate  Loan,  quarterly  on the
Quarterly Dates,  (ii) in the case of a Eurodollar Loan, on the last day of each
Interest  Period  therefor  and,  if such  Interest  Period is longer than three
months,  at  three-month  intervals  following  the first  day of such  Interest
Period,  and  (iii) in the case of any  Loan,  upon the  payment  or  prepayment
thereof or the  Conversion  of such Loan to a Loan of another  Type (but only on
the  principal  amount so paid,  prepaid or  Converted),  except  that  interest
payable at the  Post-Default  Rate shall be payable from time to time on demand.
Promptly after the determination of any interest rate provided for herein or any
change  therein,  the  Administrative  Agent  shall give  notice  thereof to the
Lenders to which such interest is payable and to the Company.

                  Notwithstanding  anything to the contrary  contained herein or
in the Existing Credit Agreement, accrued interest payable under Section 3.02 of
the Existing  Credit  Agreement  with respect to any of the "Loans"  outstanding
thereunder shall be paid on the Effective Date.


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

                  4.01 Payments.

                  (a)  Except  to the  extent  otherwise  provided  herein,  all
payments  of  principal,  interest  and other  amounts to be made by the Company
under  this  Agreement  and  under  any other  Loan  Document,  shall be made in
Dollars,  in  immediately   available  funds,  without  deduction,   set-off  or
counterclaim,  to the  Administrative  Agent  at an  account  maintained  by the
Administrative  Agent  with Chase at the  Principal  Office as  notified  to the
Company (or, at such other account as the  Administrative  Agent may designate),
not later than 2:00 p.m. New York time on the date on which such  payment  shall
become due (each such payment made after such time on such due date to be deemed
to have been made on the next succeeding Business Day).

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

                                       49
<PAGE>

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

                  (d) Each payment  received by the  Administrative  Agent under
this  Agreement  for account of any Lender  shall be paid by the  Administrative
Agent promptly to such Lender,  in immediately  available  funds, for account of
such  Lender's  Applicable  Lending  Office for the Loan or other  obligation in
respect of which such payment is made.

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

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

                  (a) each borrowing of Loans of a particular  Class  (including
         of a particular  Series of  Incremental  Facility  Term Loans) from the
         Lenders  under  Section  2.01  hereof  shall be made from the  relevant
         Lenders,  each payment of  commitment  fee under Section 2.04 hereof in
         respect of Commitments of a particular  Class shall be made for account
         of the  relevant  Lenders,  and each  termination  or  reduction of the
         amount of the  Commitments  of a  particular  Class under  Section 2.03
         hereof shall be applied to the respective  Commitments of such Class of
         the  relevant  Lenders,  pro rata  according  to the  amounts  of their
         respective Commitments of such Class;

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

                  (c) each payment or prepayment  of principal of Loans,  of any
         Class by the Company shall be made for account of the relevant  Lenders
         pro rata in accordance 


                                       50
<PAGE>

         with the respective unpaid principal amounts of the Loans of such Class
         held by them; and

                  (d) each  payment  of  interest  on Loans of any  Class by the
         Company  shall be made for account of the relevant  Lenders pro rata in
         accordance  with the  amounts  of  interest  on such Loans then due and
         payable to the respective Lenders.

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

                  4.04 Minimum  Amounts.  Except for mandatory  prepayments made
pursuant to Section 2.09 hereof and Conversions or prepayments  made pursuant to
Section  5.04 hereof,  each  borrowing,  Conversion  and partial  prepayment  of
principal of Base Rate Loans shall be in an  aggregate  amount at least equal to
$500,000 or a larger  multiple of $100,000 and each  borrowing,  Conversion  and
partial  prepayment of Eurodollar Loans shall be in an aggregate amount at least
equal to $2,000,000 or a larger multiple of $1,000,000 (borrowings,  Conversions
or prepayments of or into Loans of different Types or, in the case of Eurodollar
Loans, having different Interest Periods at the same time hereunder to be deemed
separate borrowings,  Conversions and prepayments for purposes of the foregoing,
one for each Type or Interest  Period).  If any Eurodollar Loans would otherwise
be in a lesser  principal  amount for any period,  such Loans shall be Base Rate
Loans during such period.

                  4.05   Certain   Notices.   Notices  by  the  Company  to  the
Administrative  Agent of  terminations  or reductions of the  Commitments and of
borrowings,  Conversions,  Continuations  and optional  prepayments of Loans and
Classes of Loans,  of Types of Loans and of the  duration  of  Interest  Periods
shall  be   irrevocable   and  shall  be  effective  only  if  received  by  the
Administrative  Agent not later than  11:00 a.m.  New York time on the number of
Business  Days  prior  to the  date  of  the  relevant  termination,  reduction,
borrowing,  Conversion,  Continuation  or  prepayment  or the  first day of such
Interest Period specified below:

                                       51
<PAGE>

                                                                 Number of
                                                                 Business
                  Notice                                         Days Prior

         Termination or reduction
           of Commitments                                              3

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

         Borrowing or prepayment of,
           Conversions into, Continuations
           as, or duration of Interest
           Period for, Eurodollar Loans                                3

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

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

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

                                       52
<PAGE>

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

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

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

                  4.07  Sharing of Payments, Etc.

                  (a) The Company  agrees  that,  in  addition  to (and  without
limitation of) any right of set-off,  banker's lien or counterclaim a Lender may
otherwise  have,  each Lender shall be  entitled,  at its option (to the fullest
extent  permitted by law), to set off and apply any deposit (general or special,
time or demand, provisional or final), or other indebtedness, held by it for the
credit or account of the  Company  at any of its  offices,  in Dollars or in any
other  


                                       53
<PAGE>

currency,  against any principal of or interest on any of such Lender's Loans or
any other  amount  payable to such Lender  hereunder,  that is not paid when due
(regardless  of whether such deposit or other  indebtedness  are then due to the
Company),   in  which  case  it  shall  promptly  notify  the  Company  and  the
Administrative  Agent thereof,  provided that such Lender's failure to give such
notice shall not affect the validity thereof.

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

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

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


                                       54
<PAGE>

                  Section 5.  Yield Protection, Etc.

                  5.01  Additional Costs.

                  (a) The Company shall pay directly to each Lender from time to
time such amounts as such Lender may  determine  to be  necessary to  compensate
such Lender for any costs that such Lender  determines are  attributable  to its
making or  maintaining  of any  Eurodollar  Loans or its  obligation to make any
Eurodollar  Loans hereunder,  or any reduction in any amount  receivable by such
Lender hereunder in respect of any of such Loans or such  obligation,  resulting
from any Regulatory Change that:

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

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

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

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

                  (b) Without limiting the effect of the foregoing provisions of
this Section 5.01 (but without  duplication),  the Company shall pay directly to
each  Lender  from time to time on  request  such  amounts  as such  Lender  may
determine to be necessary to compensate  such Lender (or,  without  duplication,
the bank  holding  company of which such Lender is a  


                                       55
<PAGE>

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

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

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

                                       56
<PAGE>

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

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

then the  Administrative  Agent shall give the  Company  and each Lender  prompt
notice  thereof and, so long as such  condition  remains in effect,  the Lenders
shall be under no obligation to make  additional  Eurodollar  Loans, to Continue
Eurodollar  Loans or to Convert Base Rate Loans into Eurodollar  Loans,  and the
Company shall, on the last day(s) of the then current Interest Period(s) for the
outstanding  Eurodollar  Loans,  either  prepay such Loans or Convert such Loans
into Base Rate Loans in accordance with Section 2.08 hereof.

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

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


                                       57
<PAGE>

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

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

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

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

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

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

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

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


                                       58
<PAGE>

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

                  Without  limiting  the  generality  of the  foregoing,  on the
Effective Date, the Company shall pay to the Administrative Agent for account of
the Existing  Lenders under the Existing Credit Agreement any amounts that would
be payable  under  Section 5.05 of the Existing  Credit  Agreement  assuming any
"Eurodollar Loans" outstanding thereunder had been paid in full on the Effective
Date.

                  5.06  U.S. Taxes.

                  (a) The  Company  agrees to pay to each  Lender  that is not a
U.S.  Person  such  additional  amounts as are  necessary  in order that the net
payment of any amount due to such non-U.S.  Person hereunder after deduction for
or withholding in respect of any U.S. Taxes imposed with respect to such payment
(or in lieu thereof,  payment of such U.S. Taxes by such non-U.S.  Person), will
not be less than the amount stated  herein to be then due and payable,  provided
that the foregoing obligation to pay such additional amounts shall not apply:

                  (i) to any payment to any Lender  hereunder unless such Lender
         is, on the date hereof (or on the date it becomes a Lender hereunder as
         provided in Section  11.06(b)  hereof) and on the date of any change in
         the Applicable  Lending  Office of such Lender,  entitled to submit and
         does  submit  pursuant  to  Section  5.06(c)  either  (A) a  Form  1001
         (relating to such Lender and entitling it to a complete  exemption from
         withholding  on all  interest to be received by it hereunder in respect
         of the Loans) or a Form 4224  (relating  to all interest to be received
         by such Lender  hereunder in respect of the Loans),  or (B) in the case
         of a Lender not  treated as a bank for  regulatory,  tax or other legal
         purposes in any  jurisdiction,  (1) a  certificate  under  penalties of
         perjury  that  such  Lender  is not a bank,  a holder  of equity of the
         Company or a controlled foreign  corporation related to the Company for
         purposes of section  881(c)(3) of the Code or a conduit  entity  within
         the meaning of United States Treasury  Regulations  section 1.881-3 and
         (2) a duly completed Internal Revenue Service Form W-8; or

                                       59
<PAGE>

                  (ii) to any U.S. Taxes imposed solely by reason of the failure
         by such  non-U.S.  Person  (or,  if  such  non-U.S.  Person  is not the
         beneficial owner of the relevant Loan, such beneficial owner) to comply
         with  applicable  certification,  information,  documentation  or other
         reporting requirements concerning the nationality,  residence, identity
         or  connections  with the United  States of  America  of such  non-U.S.
         Person (or  beneficial  owner,  as the case may be) to the extent it is
         legally  entitled to do so if such compliance is required by statute or
         regulation of the United States of America as a precondition  to relief
         or exemption from such U.S. Taxes.

For the purposes of this Section  5.06(a),  (A) "Form 1001" shall mean Form 1001
(Ownership,  Exemption,  or Reduced Rate  Certificate)  of the Department of the
Treasury of the United  States of America,  (B) "Form 4224" shall mean Form 4224
(Exemption  from  Withholding  of Tax on Income  Effectively  Connected with the
Conduct of a Trade or Business in the United  States) of the  Department  of the
Treasury  of the United  States of America  (or in  relation to either such Form
such  successor  and  related  forms as may from time to time be  adopted by the
relevant taxing  authorities of the United States of America to document a claim
to which such Form relates) and (C) "Form W-8" shall mean Form W-8  (Certificate
of  Foreign  Status  of the  Department  of  Treasury  of the  United  States of
America).  Each of the Forms  referred to in the foregoing  clauses (A), (B) and
(C) shall  include such  successor and related forms as may from time to time be
adopted by the relevant  taxing  authorities  of the United States of America to
document a claim to which such Form relates.

                  (b)   Within  30  days   after   paying   any  amount  to  the
Administrative  Agent or any Lender from which it is required by law to make any
deduction  or  withholding,  and within 30 days after it is  required  by law to
remit such deduction or withholding to any relevant  taxing or other  authority,
the  Company  shall  deliver to the  Administrative  Agent for  delivery to such
non-U.S.  Person  evidence  satisfactory  to  such  Person  of  such  deduction,
withholding or payment (as the case may be).

                  (c)  Each  Lender  that is not a U.S.  Person  agrees,  to the
extent it is  entitled  to an  exemption  from (or  reduction  of) the amount of
withholding of U.S. Taxes from interest  payments  hereunder,  to furnish to the
Company on or prior to the date hereof (or the date on which it becomes a Lender
as provided in Section  11.06(b)  hereof) two copies of Form 1001,  Form 4224 or
Form W-8 (as applicable), and any other form reasonably requested by the Company
which such  Lender  may  lawfully  deliver  that is  necessary  or  required  to
establish such exemption (or reduction).


                                       60
<PAGE>

                  Section 6.  Conditions Precedent.

                  6.01  Effectiveness.  The effectiveness of this Agreement (and
the amendment and  restatement of the Existing  Credit  Agreement to be effected
hereby), and the obligation of any Lender to make its initial Loan hereunder are
subject to (i) the condition precedent that such effectiveness shall occur on or
before  December 31, 1997, and (ii) the receipt by the  Administrative  Agent of
the  following   documents,   each  of  which  shall  be   satisfactory  to  the
Administrative  Agent  (and  to the  extent  specified  below,  to the  Majority
Lenders) in form and substance:

                  (a) Corporate and Partnership  Documents.  Certified copies of
         the Partnership Agreement and of the charter and by-laws (or equivalent
         documents) of each of the Company,  the  Restricted  Subsidiaries,  the
         General Partner,  the Limited Partner,  FrontierVision LP, FVP GP, L.P.
         and  FrontierVision  Inc.  (hereinafter  for  purposes of this  Section
         6.01(a) and 8.17(a)(iii) hereof collectively referred to as the "Credit
         Parties") and of all partnership and corporate authority for the Credit
         Parties (including,  without limitation,  board of director resolutions
         and  evidence of the  incumbency,  including  specimen  signatures,  of
         officers for each Credit Party) with respect to the execution, delivery
         and  performance  of such of the Basic  Documents  to which such Credit
         Party is intended to be a party and each other document to be delivered
         by such Credit Party from time to time in  connection  herewith and the
         Loans  hereunder  (and the  Administrative  Agent and each  Lender  may
         conclusively  rely on such  certificate  until it  receives  notice  in
         writing from such Credit Party, as the case may be, to the contrary).

                  (b) Officer's Certificate.  A certificate of a Senior Officer,
         dated the Effective Date, to the effect set forth in the first sentence
         of Section 6.03 hereof.

                  (c) Opinion of Counsel to the Company.  An opinion,  dated the
         Effective  Date,  of  Edwards  &  Angell,   counsel  to  the  Obligors,
         substantially  in the form of Exhibit G hereto and covering  such other
         matters  as the  Administrative  Agent  or any  Lender  may  reasonably
         request (and the Company hereby  instructs such counsel to deliver such
         opinion to the Lenders and the Administrative Agent).

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

                  (e) Amendment No. 2 to Security Agreement.  Amendment No. 2 to
         the  Security  Agreement,  in  substantially  the form of  Exhibit  C-3
         hereto,   duly   executed   


                                       61
<PAGE>

                  and delivered by the Company and the Administrative  Agent. In
         addition,  the  Company  shall  have  taken  such  other  action as the
         Administrative  Agent  shall have  requested  in order to  perfect  the
         security  interests  created pursuant to the Security  Agreement (other
         than perfection of security interests in fixtures (under and as defined
         in the  Uniform  Commercial  Code) and  Motor  Vehicles  (under  and as
         defined in the Security Agreement)) to the extent such filings have not
         already  been  effected  pursuant  to the  Existing  Credit  Agreement,
         including, without limitation,  delivering to the Administrative Agent,
         for filing, appropriately completed and duly executed copies of Uniform
         Commercial Code financing statements.

                  (f) Amendment No. 3 to Partner Pledge Agreement. Amendment No.
         3 to the Partner Pledge Agreement, in substantially the form of Exhibit
         D-4  hereto,   duly  executed  and  delivered  by  FrontierVision   and
         FrontierVision  Holdings  and the  Administrative  Agent.  In addition,
         FrontierVision and FrontierVision  Holdings shall have taken such other
         action as the  Administrative  Agent shall have  requested  in order to
         perfect the security  interests  created pursuant to the Partner Pledge
         Agreement  (to the  extent  such  action  has not  already  been  taken
         pursuant  to  the  Existing  Credit  Agreement),   including,   without
         limitation,   delivering  to  the  Administrative  Agent,  for  filing,
         appropriately  completed and duly executed copies of Uniform Commercial
         Code financing statements.

                  (g) Amendment No. 3 to Stock Pledge Agreement. Amendment No. 3
         to the Stock Pledge Agreement, in substantially the form of Exhibit E-4
         hereto, duly executed and delivered by FrontierVision  Holdings and the
         Administrative Agent. In addition,  FrontierVision  Holdings shall have
         taken  such  other  action  as  the  Administrative  Agent  shall  have
         requested in order to perfect the security  interests  created pursuant
         to the Stock  Pledge  Agreement  (to the  extent  such  action  has not
         already  been  taken  pursuant  to  the  Existing  Credit   Agreement),
         including, without limitation,  delivering to the Administrative Agent,
         for filing, appropriately completed and duly executed copies of Uniform
         Commercial Code financing statements.

                  (h)  Repayment  of  UVC  Notes.  Evidence  that  prior  to  or
         concurrently  with the  making  of the  initial  Loans  hereunder,  the
         principal of and interest on, and all other amounts owing in respect of
         the UVC Notes shall have been paid in full.

                  (i) Debt Ratio.  Evidence  that, as of the Effective  Date and
         after giving  effect to the Loans  hereunder to be  outstanding  on the
         Effective  Date,  the Debt Ratio  shall not  exceed  6.75 to 1, and the
         Administrative  Agent  shall have  received a  certificate  of a Senior
         Officer to such effect.

                                       62
<PAGE>

                  (j)  Insurance.   Certificates  of  insurance  evidencing  the
         existence of all insurance required to be maintained by the Company and
         its  Restricted  Subsidiaries  pursuant to Section  8.04 hereof and the
         designation of the Administrative Agent as the loss payee or additional
         named insured, as the case may be, thereunder to the extent required by
         said Section  8.04,  such  certificates  to be in such form and contain
         such information as is specified in said Section 8.04. In addition, the
         Company shall have delivered to the Administrative  Agent a certificate
         of a Senior  Officer  setting  forth the  insurance  obtained  by it in
         accordance with the  requirements of Section 8.04 and stating that such
         insurance  is in full force and effect and that all  premiums  then due
         and payable thereon have been paid.

                  (k) Solvency Certificate. A certificate from a Senior Officer,
         to the effect that,  as of the  Effective  Date and  immediately  after
         giving effect to the Loans hereunder to be outstanding on the Effective
         Date and to the other transactions  contemplated  hereunder to occur on
         or before the Effective Date, (i) the aggregate value of all Properties
         of the Company and its  Restricted  Subsidiaries  at their present fair
         saleable  value  (i.e.,  the  amount  that  may be  realized  within  a
         reasonable  time,  considered  to be six  months  to one  year,  either
         through collection or sale at the regular market value,  conceiving the
         latter  as the  amount  that  could be  obtained  for the  Property  in
         question within such period by a capable and diligent  businessman from
         an interested  buyer who is willing to purchase under ordinary  selling
         conditions),  exceeds  the  amount  of all the  debts  and  liabilities
         (including   contingent,   subordinated,   unmatured  and  unliquidated
         liabilities) of the Company and its Restricted  Subsidiaries,  (ii) the
         Company and its  Restricted  Subsidiaries  will not, on a  consolidated
         basis,  have an unreasonably  small capital with which to conduct their
         business  operations as heretofore  conducted and (iii) the Company and
         its  Restricted  Subsidiaries  will  have,  on  a  consolidated  basis,
         sufficient  cash flow to enable them to pay their debts as they mature.
         Such  certificate  shall also state that the financial  projections and
         underlying  assumptions  contained  in such  analyses  were at the time
         made, and on the Effective Date are, fair and reasonable and accurately
         computed.

                  (l)   Other   Documents.   Such   other   documents   as   the
         Administrative  Agent  or the  Majority  Lenders  or  special  New York
         counsel to Chase may reasonably request.

The  effectiveness  of this Agreement (and the amendment and  restatement of the
Existing Credit Agreement  contemplated hereby) and the obligation of any Lender
to make its initial Loan hereunder is also subject to the payment by the Company
of such  fees as the  Company  shall  have  agreed  to pay to any  Lender or the
Administrative Agent in connection herewith,  including, without limitation, the
reasonable  fees and expenses of Milbank,  Tweed,  Hadley & McCloy,  special New
York  counsel  to  Chase,  in  connection  with  the  negotiation,  preparation,
execution and delivery of this  Agreement  and the other Loan  Documents 


                                       63
<PAGE>

and the making of the Loans  hereunder (to the extent that  statements  for such
fees and expenses have been delivered to the Company).

                  6.02 Scheduled Acquisition Loans. The obligation of any Lender
to make any Loan hereunder the proceeds of which are to be applied to finance in
whole or in part the purchase  price of any of the  Scheduled  Acquisitions  are
subject to the receipt by the Administrative  Agent of the following  documents,
each of which  shall be  satisfactory  to the  Administrative  Agent (and to the
extent specified below, to the Majority Lenders) in form and substance:

                  (a) Acquisition  Environmental Surveys. To the extent obtained
         by the Company in connection with such Scheduled Acquisition, copies of
         Acquisition Environmental Surveys in form and substance satisfactory to
         the  Administrative  Agent  reflecting  that  the  CATV  Systems  being
         acquired pursuant to such Scheduled  Acquisition will not be subject to
         any material environmental liabilities.

                  (b) Pro Forma Balance  Sheet. A pro forma balance sheet of the
         Company and its Restricted  Subsidiaries as at the last day of a fiscal
         quarter  ending within three months prior to the date of such Scheduled
         Acquisition, and the related pro forma statement of income and retained
         earnings  (deficit)  and  cash  flow  for  the  immediately   preceding
         three-month period, giving effect to such Scheduled Acquisition and the
         Loans   hereunder   being  made  in  connection   with  such  Scheduled
         Acquisition,  in form and  providing  such  details  as are  reasonably
         satisfactory  to  the  Administrative   Agent,   together  with  (x)  a
         reconciliation of the information  provided in such pro forma financial
         statements to the Debt Ratio determined for purposes of Section 6.02(e)
         hereof and (y) a  certificate  of a Senior  Officer  stating  that said
         financial  statements fairly present the pro forma financial  condition
         of the Company as at such date and for such period in  accordance  with
         GAAP, after giving effect to such Scheduled Acquisition and such Loans.

                  (c) Consummation of Acquisitions. Evidence that such Scheduled
         Acquisition shall have been (or shall be simultaneously) consummated in
         all material  respects in accordance  with the terms of the  respective
         Scheduled   Acquisition   Agreement  (except  for  any   modifications,
         supplements or waivers thereof,  or written consents or  determinations
         made by the parties thereto, that shall be satisfactory to the Majority
         Lenders),   and  the   Administrative   Agent  shall  have  received  a
         certificate of a Senior Officer to such effect.  In addition,  promptly
         following the  consummation  of such Scheduled  Acquisition the Company
         shall deliver to the  Administrative  Agent true and complete copies of
         the  documents  delivered  in  connection  with  the  closing  of  such
         Scheduled Acquisition pursuant to such Scheduled Acquisition Agreement,
         including,  to the extent  counsel  for the  respective  Seller(s)  are
         willing  to deliver  the same (and,  


                                       64
<PAGE>

         in that connection, the Company agrees to use its reasonable commercial
         efforts to obtain the same),  copies of the legal opinions delivered to
         the  Company  pursuant  to  such  Scheduled  Acquisition  Agreement  in
         connection with such Scheduled Acquisition, together with a letter from
         each  Person  delivering  such  opinion (or  authorization  within such
         opinion)  authorizing  reliance thereon by the Administrative Agent and
         the Lenders.

                  (d) Repayment of Indebtedness.  Evidence that the principal of
         and  interest  on,  and all other  amounts  owing in  respect  of,  any
         Indebtedness  of  any  entity  acquired   pursuant  to  such  Scheduled
         Acquisition  (or that would be secured by Liens on the  Property  being
         acquired in such  Scheduled  Acquisition)  shall have been paid in full
         and such  Liens  shall have been  released  (in each case to the extent
         such Indebtedness would not be permitted hereunder).

                  (e)  Debt  Ratio.  Evidence  that,  as of  the  date  of  such
         Scheduled Acquisition and after giving effect to the Loans hereunder to
         be outstanding  on the Effective  Date, the Debt Ratio shall not exceed
         6.75  to  1,  and  the  Administrative  Agent  shall  have  received  a
         certificate of a Senior Officer to such effect.

                  (f) Security Documents. Such Uniform Commercial Code financing
         statements,  as the Administrative  Agent shall have requested in order
         to perfect the  security  interests  created  pursuant to the  Security
         Agreement in the Property  being  acquired  pursuant to such  Scheduled
         Acquisition  (other than  perfection of security  interests in fixtures
         (under  and as  defined  in the  Uniform  Commercial  Code)  and  Motor
         Vehicles (under and as defined in the Security Agreement)).

                  (g)   Other   Documents.   Such   other   documents   as   the
         Administrative  Agent  or the  Majority  Lenders  or  special  New York
         counsel to Chase may reasonably request.

                  6.03  Initial and  Subsequent  Loans.  The  obligation  of the
Lenders to make any Loan to the  Company  upon the  occasion  of each  borrowing
hereunder (including the initial borrowing) is subject to the further conditions
precedent that, both immediately prior to the making of such Loan and also after
giving effect thereto and to the intended use thereof:

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

                  (b) the  representations and warranties made by the Company in
         Section  7  hereof,  and by each  Obligor  in each  of the  other  Loan
         Documents to which it is a party,  shall be true and complete on and as
         of the date of the  making of such Loan with the same  force and effect
         as if made on and as of such date (or,  if any such  


                                       65
<PAGE>

         representation  or warranty is expressly stated to have been made as of
         a specific date, as of such specific date).

Each  notice  of  borrowing  by  the  Company   hereunder  shall   constitute  a
certification  by the Company to the effect set forth in the preceding  sentence
(both as of the date of such notice and, unless the Company  otherwise  notifies
the Administrative Agent prior to the date of such borrowing,  as of the date of
such borrowing).

                  6.04  Determinations  by Lenders.  For purposes of determining
compliance with the conditions  specified in Sections 6.01 and 6.02 hereof, each
Lender  shall be deemed to have  consented  to,  approved  or  accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or be  acceptable  or  satisfactory  to the  Majority  Lenders
unless an officer of the  Administrative  Agent responsible for the transactions
contemplated  by the Loan Documents  shall have received notice from such Lender
prior to the initial Loan hereunder  specifying its objection thereto,  and such
Lender shall not have made available to the  Administrative  Agent such Lender's
ratable portion of such Loan.


                  Section  7.   Representations  and  Warranties.   The  Company
represents and warrants to the Administrative Agent and the Lenders that:

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

                  7.02 Financial Condition. The Company has heretofore furnished
to the  Administrative  Agent  and the  other  Agents  the  following  financial
statements:

                  (i) audited  statements of income,  partners  capital and cash
         flows of the Company for the fiscal year ended  December 31, 1996,  and
         the related  balance  sheet of the Company as at the end of such fiscal
         year;

                                       66
<PAGE>

                  (ii) unaudited statements of income, partners capital and cash
         flows of the Company for the  nine-month  period  ended  September  30,
         1997,  and the  related  balance  sheet of the Company as at the end of
         such fiscal period; and

                  (iii)  financial  statements  with respect to each of the CATV
         Systems being acquired  pursuant to the Scheduled  Acquisitions  as set
         forth in Schedule XI hereto.

None of the  Company  nor any of its  Subsidiaries  has on the date  hereof  any
material  contingent  liabilities,  liabilities  for taxes,  unusual  forward or
long-term  commitments or unrealized or anticipated  losses from any unfavorable
commitments,  except as referred to or reflected or provided for in said balance
sheets as at said dates and except as disclosed  in Schedule  VII hereto.  Since
December 31, 1996, there has been no material adverse change in the consolidated
financial  condition,  operations,  business or prospects (x) of the Company and
its  Restricted  Subsidiaries  taken  as a whole  from  that  set  forth in said
financial  statements as at said date referred to in clause (i) above, or (y) of
the CATV Systems  (taken as a whole) to be purchased by the Company on or before
the Effective Date from that set forth in said financial  statements referred to
in clause (iii) above.

                  7.03  Litigation.  Except as  disclosed  in Schedule V hereto,
there are no legal or arbitral proceedings,  or any proceedings by or before any
governmental or regulatory authority or agency, now pending or (to the knowledge
of the Company)  threatened  against the Company or any of its  Subsidiaries  or
against any Seller with respect to any Scheduled  Acquisition (and in respect of
which the Company  would be  obligated  after  giving  effect to such  Scheduled
Acquisition), that, if adversely determined could (either individually or in the
aggregate) reasonably be expected to have a Material Adverse Effect.

                  7.04 No Breach.  None of the  execution  and  delivery of this
Agreement and the other Basic  Documents,  the  consummation of the transactions
herein and therein  contemplated  or  compliance  with the terms and  provisions
hereof and thereof will (a)  conflict  with or result in a breach of, or require
any consent under, (i) the Partnership  Agreement,  the partnership agreement of
the General Partner or the  partnership  agreement of its general partner or the
partnership  agreement  of its general  partner or the charter or by-laws of its
general partner,  or (ii) any applicable law or regulation,  or any order, writ,
injunction or decree of any court or governmental authority or agency (except as
otherwise provided in Section 7.06 hereof), or (iii) any agreement or instrument
to which the  General  Partner or the  Company or any of its  Subsidiaries  is a
party or by which any of them or any of their  Property is bound or to which any
of them is subject (except for any such conflict,  breach or unobtained  consent
that could not have a Material  Adverse  Effect and that could not result in any
liability of any Agent or any  Lender),  or (b)  constitute a default  under any
such agreement or instrument  (except for any such default that could not have a
Material  Adverse Effect and that could not result in any liability of any Agent
or any  Lender),  or (c) except for


                                       67
<PAGE>

the Liens created pursuant to the Security Documents,  result in the creation or
imposition of any Lien upon any Property of the General Partner,  the Company or
any of its  Subsidiaries  pursuant  to  the  terms  of  any  such  agreement  or
instrument.

                  7.05 Action. The Company has all necessary  partnership power,
authority and legal right to execute,  deliver and perform its obligations under
each of the Basic Documents to which it is a party; the execution,  delivery and
performance by the Company of each of the Basic Documents to which it is a party
have been duly authorized by all necessary  partnership  action on its part; and
this  Agreement has been duly and validly  executed and delivered by the Company
and  constitutes,  and each of the other Basic  Documents to which it is a party
when  executed  and  delivered  will  constitute,  its legal,  valid and binding
obligation, enforceable against the Company in accordance with its terms, except
as  such   enforceability   may  be  limited  by  (a)  bankruptcy,   insolvency,
reorganization,  moratorium or similar laws of general  applicability  affecting
the  enforcement  of  creditors'  rights  and (b)  the  application  of  general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

                  7.06 Approvals.  No authorizations,  approvals or consents of,
and no filings or registrations  with, any governmental or regulatory  authority
or agency, or any securities exchange, are necessary for the execution, delivery
or  performance  by the  Company  of this  Agreement  or any of the other  Basic
Documents to which it is a party or for the legality, validity or enforceability
hereof or thereof, except for (i) filings and recordings in respect of the Liens
created pursuant to the Security Documents, (ii) the authorizations,  approvals,
consents,  filings and registrations  contemplated by the Acquisition Agreements
(each of which  shall  have been made or  obtained  on or before the date of the
closing of the respective acquisition  thereunder,  to the extent required under
the respective  Acquisition Agreement to be obtained before such date) and (iii)
the  exercise of remedies  under the Security  Documents  (and the creation of a
valid security  interest in Franchises and the other  Collateral as contemplated
by the Security Agreement and 8.19 hereof) may require the prior approval of the
FCC or the issuing municipalities or States under one or more of the Franchises.

                  7.07  Use of  Credit.  None  of  the  Company  nor  any of its
Subsidiaries is engaged principally,  or as one of its important activities,  in
the business of extending credit for the purpose, whether immediate,  incidental
or ultimate,  of buying or carrying Margin Stock, and no part of the proceeds of
the Loans hereunder will be used to buy or carry any Margin Stock.

                  7.08 ERISA.  Each Plan,  and, to the knowledge of the Company,
each Multiemployer Plan, is in compliance in all material respects with, and has
been  administered in all material  respects in compliance  with, the applicable
provisions  of ERISA,  the Code and any other Federal or State law, and no event
or condition  has occurred and is  continuing  as 


                                       68
<PAGE>

to which the  Company  would be under an  obligation  to furnish a report to the
Administrative Agent under Section 8.01(e) hereof.

                  7.09  Taxes.   The   Company  and  the  General   Partner  are
partnerships  for Federal income tax purposes.  The Company and its Subsidiaries
(and the  General  Partner)  have filed all  Federal  income tax returns and all
other material tax returns and  information  statements  that are required to be
filed by them and have paid all taxes due  pursuant to such  returns or pursuant
to any  assessment  received  by the  Company  or any of its  Subsidiaries.  The
charges,  accruals and reserves on the books of the Company and its Subsidiaries
in respect of taxes and other  governmental  charges  are, in the opinion of the
Company,  adequate. The Company has not given or been requested to give a waiver
of the statute of  limitations  relating to the payment of any  Federal,  state,
local and foreign taxes or other impositions.

                  7.10  Investment  Company Act.  Neither the Company nor any of
its  Subsidiaries is an "investment  company",  or a company  "controlled" by an
"investment company",  within the meaning of the Investment Company Act of 1940,
as amended.

                  7.11 Public Utility Holding  Company Act.  Neither the Company
nor any of its  Subsidiaries  is a "holding  company",  or an  "affiliate"  of a
"holding company" or a "subsidiary  company" of a "holding company",  within the
meaning of the Public Utility Holding Company Act of 1935, as amended.

                  7.12  Material Agreements and Liens.

                  (a) Part A of  Schedule  II hereto is a complete  and  correct
list of each credit agreement,  loan agreement,  indenture,  purchase agreement,
guarantee,  letter of credit or other  arrangement  providing  for or  otherwise
relating to any  Indebtedness  or any extension of credit (or commitment for any
extension  of  credit)  to,  or  guarantee   by,  the  Company  or  any  of  its
Subsidiaries,  outstanding  on the date hereof,  or that (after giving effect to
the  transactions  contemplated  hereunder  to occur on or before the  Effective
Date) will be outstanding on the Effective Date, the aggregate principal or face
amount of which equals or exceeds (or may equal or exceed)  $5,000,000,  and the
aggregate  principal or face amount  outstanding or that may become  outstanding
under each such  arrangement  is correctly  described in Part A of said Schedule
II.

                  (b) Part B of  Schedule  II hereto is a complete  and  correct
list of each Lien securing  Indebtedness  of any Person  outstanding on the date
hereof, or that (after giving effect to the transactions  contemplated hereunder
to occur on or before the Effective  Date) will be  outstanding on the Effective
Date, the aggregate  principal or face amount of which equals or exceeds (or may
equal or exceed)  $5,000,000  and covering any Property of the 


                                       69
<PAGE>

Company or any of its Subsidiaries,  and the aggregate  Indebtedness secured (or
that may be  secured)  by each such Lien and the  Property  covered by each such
Lien is correctly described in Part B of said Schedule II.

                  7.13  Environmental  Matters.  Each  of the  Company  and  its
Subsidiaries has obtained all environmental, health and safety permits, licenses
and other  authorizations  required under all Environmental Laws to carry on its
business  as now being or as  proposed  to be  conducted,  except to the  extent
failure to have any such  permit,  license or  authorization  would not  (either
individually  or in the  aggregate)  reasonably  be  expected to have a Material
Adverse Effect.  Each of such permits,  licenses and  authorizations  is in full
force and effect and each of the Company and its  Subsidiaries  is in compliance
with the terms and conditions thereof,  and is also in compliance with all other
limitations,  restrictions,  conditions, standards, prohibitions,  requirements,
obligations,  schedules and timetables contained in any applicable Environmental
Law or in any regulation,  code,  plan,  order,  decree,  judgment,  injunction,
notice or demand letter issued,  entered,  promulgated  or approved  thereunder,
except to the extent failure to comply therewith would not (either  individually
or in the aggregate)  reasonably be expected to have a Material  Adverse Effect.
On the date hereof,  except as set forth in Schedule  VIII hereto,  there are no
underground  storage  tanks or surface  impoundments  for  Hazardous  Materials,
active or abandoned,  at any site or facility  owned,  operated or leased by the
Company.

                  7.14  Capitalization.  The Company has heretofore delivered to
the  Administrative  Agent and the other Agents a true and complete  copy of the
Partnership  Agreement;  the only  General  Partner  of the  Company on the date
hereof is FrontierVision Holdings and the only Limited Partner of the Company on
the date hereof is FrontierVision. As of the date hereof, except as set forth on
Schedule IX hereto,  (x) there are no outstanding  Equity Rights with respect to
the Company and (y) there are no  outstanding  obligations of the Company or any
of its Subsidiaries to repurchase,  redeem, or otherwise acquire any partnership
or  other  equity  interests  in the  Company  nor  are  there  any  outstanding
obligations  of the Company or any of its  Subsidiaries  to make payments to any
Person, such as "phantom stock" payments, where the amount thereof is calculated
with reference to the fair market value or equity value of the Company or any of
its Subsidiaries.

                  7.15  Subsidiaries, Etc.

                  (a) Set forth in Part A of  Schedule  III hereto is a complete
and correct list of all of the Subsidiaries of the Company as of the date hereof
(or as of the most recent date such Schedule shall be  supplemented  pursuant to
Section 8.05(b)(iv)(J)), or that will be Subsidiaries of the Company on the date
of any Scheduled Acquisition (after giving effect to such Scheduled Acquisition)
together with, for each Subsidiary, (i) the jurisdiction of organization of such
Subsidiary,  (ii) each Person holding ownership interests in such 


                                       70
<PAGE>

Subsidiary  and (iii) the  nature of the  ownership  interest  held by each such
Person and the  percentage of ownership of such  Subsidiary  represented by such
ownership  interests.  Except as disclosed in Part A of Schedule III hereto, (x)
each of the Company and its  Subsidiaries  owns,  or will own on the date of any
such  supplement (or the date of any Scheduled  Acquisition),  free and clear of
Liens,  and has the  unencumbered  right  to  vote,  all  outstanding  ownership
interests  in each  Person  shown  to be held  by it in Part A of  Schedule  III
hereto, (y) all of the issued and outstanding  capital stock of each such Person
organized as a corporation is validly,  issued fully paid and  nonassessable and
(z) there are no outstanding Equity Rights with respect to such Person.

                  (b) Set forth in Part B of  Schedule  III hereto is a complete
and correct list of all Investments (other than Investments of the type referred
to in paragraphs (b), (c) and (e) of Section 8.08 hereof) held by the Company or
any of its  Subsidiaries in any Person on the date hereof,  or that will be held
on the  Effective  Date (after giving  effect to the  transactions  contemplated
hereunder  to occur  on or  before  the  Effective  Date)  and,  for  each  such
Investment,  (x) the identity of the Person or Persons  holding such  Investment
and (y) the nature of such Investment. Except as disclosed in Part B of Schedule
III hereto,  each of the Company and its  Subsidiaries  owns (or will own, after
giving effect to the transactions  contemplated  hereunder to occur on or before
the  Effective  Date),  free and clear of all Liens  (other  than Liens  created
pursuant to the Security Documents), all such Investments.

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

                  7.17 Franchises. Set forth in Schedule IV hereto is a complete
and correct list of all Franchises (identified by issuing authority,  franchisee
and expiration  date) owned 


                                       71
<PAGE>

by the  Company  and its  Subsidiaries  as of the date hereof (or as of the most
recent  date  such   Schedule   shall  be   supplemented   pursuant  to  Section
8.05(b)(iv)(J)   hereof),  or  that  (after  giving  effect  to  each  Scheduled
Acquisition)  will be owned by the  Company  and its  Subsidiaries.  Each of the
Company and its  Subsidiaries  possesses or has the right to use or will possess
or have the right to use on the date hereof (or, as  applicable,  on the date of
any such  supplement or Scheduled  Acquisition  after giving effect thereto) all
such Franchises, and all copyrights,  licenses, trademarks, service marks, trade
names or other  rights,  including  licenses  and  permits  granted  by the FCC,
agreements with public utilities and microwave transmission  companies,  pole or
conduit attachment,  use, access or rental agreements and utility easements that
are  necessary  for the  conduct  of the CATV  Systems  of the  Company  and its
Subsidiaries,  except for such of the  foregoing  the absence of which could not
reasonably be expected to have a Material  Adverse  Effect on the Company or any
of its Subsidiaries, and each of such Franchises, copyrights, licenses, patents,
trademarks, service marks, trade names and rights is (or on the date of any such
supplement or Scheduled Acquisition,  after giving effect thereto) in full force
and effect and no material default has occurred and is continuing thereunder. No
approval,  application,  filing,  registration,  consent or other  action of any
local,  state or federal  authority  is required to enable the Company or any of
its  Subsidiaries to take advantage of the rights and privileges  intended to be
conferred  by  any  Franchise,  except  for  approvals,  applications,  filings,
registrations,  consents or other  actions that (if not made or obtained)  could
not  reasonably be expected to have a Material  Adverse Effect on the Company or
any of its  Subsidiaries.  Neither the Company nor any of its  Subsidiaries  has
received any notice from the granting body or any other  governmental  authority
with  respect to any breach of any covenant  under,  or any default with respect
to, any Franchise.  Complete and correct  copies of all  Franchises  (other than
those relating to communities covered by the provisions of Section 505.91 of the
Ohio Revised Code) have heretofore been delivered to the Administrative Agent.

                  7.18  The CATV Systems.

                  (a) Each of the  Company  and its  Subsidiaries,  and the CATV
System  owned by it on the date  hereof  (or that,  after  giving  effect to any
Scheduled  Acquisition or Subsequent  Acquisition will be owned by it), are (or,
in the  case  of any  CATV  System  acquired  in a  Scheduled  Acquisition  or a
Subsequent  Acquisition,  will  on the  date of such  Scheduled  Acquisition  or
Subsequent  Acquisition be) in compliance with all applicable federal, state and
local  laws,  rules  and  regulations,   including   without   limitation,   the
Telecommunications  Act of 1996, the Communications Act of 1934, as amended, the
Cable  Communications   Policy  Act  of  1984,  the  Cable  Television  Consumer
Protection and  Competition  Act of 1992, the Copyright Act of 1976, as amended,
and the rules and policies of the FCC and the United  States  Copyright  Office,
including, without limitation, rules and laws governing system registration, use
of aeronautical  frequencies and signal carriage,  equal employment opportunity,
cumulative leakage index testing and reporting,  signal leakage,  and 


                                       72
<PAGE>

subscriber privacy,  except to the extent that the failure to so comply with any
of the foregoing could not (either individually or in the aggregate)  reasonably
be expected to have a Material  Adverse Effect.  Without limiting the generality
of the  foregoing  (except to the extent  that the failure to comply with any of
the following could not (either individually or in the aggregate)  reasonably be
expected to have a Material  Adverse  Effect and except as set forth in Schedule
VI hereto:

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

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

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

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

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

                  (vi) all notices to  subscribers of such CATV Systems and such
         CATV  Systems  required by the rules and  policies of the FCC have been
         provided;

                  (vii) such CATV Systems are in compliance with Part V of Title
         VI of the  Communications  Act of 1934, as amended,  as well as any and
         all rules and policies adopted by the FCC to implement said Part V; and


                                       73
<PAGE>

                  (viii) such CATV Systems are in compliance with the provisions
         of the Communications Decency Act of 1996 in effect, as well as any and
         all FCC rules and policies in effect to implement said Act.

                  (b) All notices, statements of account,  supplements and other
documents  required  under Section 111 of the Copyright Act of 1976, as amended,
and under the rules of the  Copyright  Office  with  respect to the  carriage of
off-air  signals by the CATV Systems  owned by the Company and its  Subsidiaries
have been duly filed,  and the proper amount of copyright fees have been paid on
a timely basis, and each such CATV System  qualifies for the compulsory  license
under Section 111 of the Copyright Act of 1976, as amended, except to the extent
that the  failure  to so file or pay could not  (either  individually  or in the
aggregate) reasonably be expected to have a Material Adverse Effect.

                  (c) Except as set forth on Schedule VI hereto, the carriage of
all  off-air  signals  by  the  CATV  Systems  owned  by  the  Company  and  its
Subsidiaries  on the date hereof (or that,  after giving effect to any Scheduled
Acquisition or Subsequent Acquisition will be owned by it), are (or, in the case
of  any  CATV  System   acquired  in  a  Scheduled   Acquisition  or  Subsequent
Acquisition,  will on the  date  of such  Scheduled  Acquisition  or  Subsequent
Acquisition  be)  permitted by valid  retransmission  consent  agreements  or by
must-carry elections by broadcasters, except to the extent the failure to obtain
any of  the  foregoing  could  not  (either  individually  or in the  aggregate)
reasonably be expected to have a Material Adverse Effect.

                  (d) Each of the Company and its  Subsidiaries  and each Seller
have complied with their  respective  obligations  with regard to protecting the
privacy rights of any past or present customers of the CATV Systems owned by the
Company  and its  Subsidiaries  on the date  hereof  (or,  of the  CATV  Systems
acquired in any Scheduled  Acquisition or Subsequent  Acquisition on the date of
such Scheduled Acquisition or Subsequent Acquisition), except to the extent that
the failure to so comply  could not (either  individually  or in the  aggregate)
reasonably be expected to have a Material Adverse Effect.

                  (e) None of the Company nor its  Subsidiaries  has been denied
EEO certification by the FCC, and no FCC proceedings  against any such Person in
respect of EEO violation are pending or, to the Company's knowledge, threatened.

                  (f) The assets of the CATV  Systems  owned by the  Company and
its  Subsidiaries  on the date hereof (or, of the CATV  Systems  acquired in any
Scheduled  Acquisition  or Subsequent  Acquisition on the date of such Scheduled
Acquisition or Subsequent  Acquisition),  are adequate and sufficient for all of
the current operations of such CATV System.


                                       74
<PAGE>

                  7.19 Rate Regulation. Each of the Company and its Subsidiaries
have each  reviewed and  evaluated  in detail the FCC rules  currently in effect
(the "Rate Regulation Rules") implementing the rate regulation provisions of the
Cable Television  Consumer  Protection and Competition Act of 1992 as amended by
the  Telecommunications  Act of 1996 (as so amended, the "Rate Regulation Act").
Based upon such review and completion by the Company and its Subsidiaries of all
applicable  worksheets  contemplated by the Rate Regulation  Rules for each CATV
System owned by the Company and its Subsidiaries on the date hereof (or, for the
CATV Systems acquired in any Scheduled Acquisition or Subsequent  Acquisition on
the date of such Scheduled Acquisition or Subsequent Acquisition):

                  (i) none of such CATV Systems is (or,  after giving  effect to
         such  Acquisition  will be) subject to effective  competition as of the
         date hereof;

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

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

                  (iv) except to the extent that a franchising  authority or the
         FCC regulates  rates pursuant to the Rate Regulation  Rules,  such CATV
         Systems may continue to charge their current  rates in compliance  with
         the Rate Regulation Act and the Rate Regulation Rules;

                  (v) such CATV  Systems are  otherwise  in material  compliance
         with the Rate Regulation Act and the Rate Regulation  Rules  applicable
         to them;

                  (vi) no  reduction  of  rates or  refunds  to  subscribers  is
         required thereunder as of the date hereof; and

                  (vii)  except as set forth on  Schedule  VI hereto on the date
         hereof (or on the date of any such supplement to such Schedule pursuant
         to Section 8.05(b)(iv)(J) hereof), such CATV Systems are not subject to
         any complaint at the FCC by any franchising  authority concerning rates
         for cable programming services,  and neither the Company nor any of its
         Subsidiaries  is aware of any  threat of or basis for the filing of any
         such complaint.


                                       75
<PAGE>

                  7.20  Scheduled  Acquisition   Agreements.   The  Company  has
heretofore delivered to the Administrative Agent and the other Agents a true and
complete copy of each Scheduled  Acquisition Agreement (except the Eastern Cable
Acquisition  Agreement)  (including  all  modifications  or  supplements to each
thereof) and each of such Scheduled  Acquisition  Agreements (except the Eastern
Cable Acquisition  Agreement) has been duly executed and delivered by each party
thereto and is in full force and effect.


                  Section 8. Covenants of the Company. The Company covenants and
agrees  with the  Lenders  and the  Administrative  Agent  that,  so long as any
Commitment  or Loan is  outstanding  and until  payment  in full of all  amounts
payable by the Company hereunder:

                  8.01  Financial  Statements  Etc. The Company shall deliver to
the  Administrative  Agent (in sufficient  copies for each Lender, to the extent
such items are prepared for public distribution or filing) and the other Agents:

                  (a) as soon as available and in any event within 45 days after
         the end of each  quarterly  fiscal  period of each  fiscal  year of the
         Company,  consolidated  statements  of  income,  changes  in  partners'
         capital  and  cash  flows of the  Company  and its  Subsidiaries  (and,
         separately stated, for the Company and its Restricted Subsidiaries) for
         such period and for the period  from the  beginning  of the  respective
         fiscal year to the end of such  period,  and the  related  consolidated
         balance  sheets of the Company and its  Subsidiaries  (and,  separately
         stated, for the Company and its Restricted  Subsidiaries) as at the end
         of such  period,  setting  forth in each case in  comparative  form the
         corresponding consolidated figures for the corresponding periods in the
         preceding fiscal year (except that, in the case of balance sheets, such
         comparison  shall  be to  the  last  day  of the  prior  fiscal  year),
         accompanied by a certificate  of a Senior  Officer,  which  certificate
         shall state that said consolidated  financial statements fairly present
         the consolidated  financial  condition and results of operations of the
         Company  and its  Subsidiaries  (or  the  Company  and  its  Restricted
         Subsidiaries,  as the case may be),  in each  case in  accordance  with
         generally accepted accounting  principles,  consistently applied, as at
         the end of, and for,  such  period  (subject to normal  year-end  audit
         adjustments),  provided that the  requirements  of this Section 8.01(a)
         with   respect  to  financial   statements   of  the  Company  and  its
         Subsidiaries may be satisfied by delivery by the Company (in accordance
         with this Section  8.01(a)) of the Company's  quarterly report filed on
         Form 10-Q with the Securities and Exchange Commission;

                  (b) as soon as available and in any event within 90 days after
         the end of each fiscal year of the Company,  consolidated statements of
         income,  changes in partners' capital and cash flows of the Company and
         its  Subsidiaries  (and,  separately  stated,  for the  Company and its
         Restricted   Subsidiaries)   for  such  fiscal  year  and  the  related


                                       76
<PAGE>

         consolidated  balance sheets of the Company and its Subsidiaries  (and,
         separately stated, for the Company and its Restricted  Subsidiaries) as
         at the  end of  such  fiscal  year,  setting  forth  in  each  case  in
         comparative  form  the  corresponding   consolidated  figures  for  the
         preceding fiscal year, accompanied by an opinion thereon of independent
         certified public  accountants of recognized  national  standing,  which
         opinion shall state that said consolidated  financial statements fairly
         present the consolidated  financial condition and results of operations
         of the Company and its  Subsidiaries (or the Company and its Restricted
         Subsidiaries,  as the  case  may be) as at the end of,  and  for,  such
         fiscal  year  in  accordance   with   generally   accepted   accounting
         principles,  and a statement of such accountants to the effect that, in
         making the  examination  necessary for their  opinion,  nothing came to
         their attention that caused them to believe that the Company was not in
         compliance with Sections 8.07,  8.08, 8.09 or 8.10 hereof as at the end
         of such fiscal  year,  insofar as such  Sections  relate to  accounting
         matters in accordance with generally  accepted  accounting  principles,
         consistently  applied,  as at the end of, and for,  such  fiscal  year,
         provided that the  requirements of this Section 8.01(b) with respect to
         financial  statements  of  the  Company  and  its  Subsidiaries  may be
         satisfied by delivery by the Company (in  accordance  with this Section
         8.01(b)) of the  Company's  annual  report  filed on Form 10-K with the
         Securities and Exchange Commission;

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

                  (d) promptly  upon the mailing  thereof to the partners of the
         Company or  FrontierVision  generally,  or to  holders of  Subordinated
         Indebtedness generally, copies of all financial statements, reports and
         proxy statements so mailed;

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

                           (i) any  reportable  event,  as  defined  in  Section
                  4043(c) of ERISA and the regulations issued  thereunder,  with
                  respect to a Plan,  as to which the PBGC has not by regulation
                  waived the  requirement of Section 4043(a) of 


                                       77
<PAGE>

                  ERISA that it be notified  within 30 days of the occurrence of
                  such  event  (provided  that a  failure  to meet  the  minimum
                  funding  standard of Section 412 of the Code or Section 302 of
                  ERISA, including,  without limitation,  the failure to make on
                  or before its due date a required  installment  under  Section
                  412(m) of the Code or  Section  302(e)  of  ERISA,  shall be a
                  reportable  event regardless of the issuance of any waivers in
                  accordance  with Section 412(d) of the Code);  and any request
                  for a waiver under Section 412(d) of the Code for any Plan;

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

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

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

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

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

                  (f)  within  45 days  after the end of each  quarterly  fiscal
         period of the Company,  a Quarterly  Officer's  Report as at the end of
         such period;

                  (g) promptly  after the Company knows or has reason to believe
         that any Default has occurred,  a notice of such Default describing the
         same in  reasonable  




                                       78
<PAGE>

         detail  and,  together  with  such  notice  or as  soon  thereafter  as
         possible,  a  description  of the action  that the Company has taken or
         proposes to take with respect thereto; and

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

The Company will furnish to the  Administrative  Agent and the other Agents,  at
the time it furnishes each set of financial statements pursuant to paragraph (a)
or (b) above,  a  certificate  of a Senior  Officer  (i) to the  effect  that no
Default has occurred and is  continuing  (or, if any Default has occurred and is
continuing,  describing the same in reasonable  detail and describing the action
that the Company has taken or proposes to take with  respect  thereto)  and (ii)
setting  forth in  reasonable  detail the  computations  necessary  to determine
whether the Company is in compliance with Sections  8.07(e),  8.07(f),  8.09 and
8.10 hereof,  and a calculation  of the Debt Ratio and Senior Debt Ratio,  as of
the  end  of  the  respective  quarterly  fiscal  period  or  fiscal  year.  The
Administrative  Agent shall promptly,  upon delivery by the Company,  deliver to
each Lender the documents provided for in this Section 8.01.

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

                                       79
<PAGE>

                  8.03 Existence,  Etc. The Company will, and will cause each of
its Restricted  Subsidiaries (except in the case of clause (c) below which shall
apply to all Subsidiaries) to:

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

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

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

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

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

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

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


                                       80
<PAGE>

respect to any business acquired pursuant to any Acquisition, claims arising out
of events occurring prior to the date of such acquisition),  and shall designate
the  Administrative  Agent as loss  payee  with  respect  to any  such  casualty
insurance covering tangible Property.

                  8.05  Prohibition of Fundamental Changes.

                  (a) Mergers and Consolidations, Etc. The Company will not, nor
will it permit any of its Restricted Subsidiaries to, enter into any transaction
of merger or consolidation or  amalgamation,  or liquidate,  wind up or dissolve
itself (or suffer any  liquidation or  dissolution);  provided that,  subject to
Section 8.14 hereof, and so long as after giving effect thereto no Default shall
have occurred and be continuing hereunder, (i) any Subsidiary of the Company may
be merged into or consolidated  with the Company or any Subsidiary  Guarantor so
long as the Company or a  Subsidiary  Guarantor is the  continuing  or surviving
party,  (ii) any  Subsidiary  of the Company may  liquidate or dissolve into the
Company or any  Subsidiary  Guarantor  and (iii) the Company and its  Restricted
Subsidiaries  may enter into the  transactions  permitted  under  clause (iv) of
paragraph (b) below.

                  (b) Acquisitions. The Company will not, nor will it permit any
of its  Restricted  Subsidiaries  to,  acquire any business or Property  from or
capital stock of, or be a party to any acquisition of, any Person except:

                  (i)  the Scheduled Acquisitions;

                  (ii)  purchases  of  equipment,  programming  rights and other
Property to be sold or used in the ordinary course of business;

                  (iii)  Capital Expenditures; and

                  (iv) the Company and its Wholly Owned Restricted  Subsidiaries
         may acquire  any CATV  System,  and the  related  assets (any such CATV
         System being hereinafter referred to as an "Acquired System"),  whether
         by way of an exchange of CATV Systems, the purchase of assets or stock,
         by merger or consolidation or otherwise, so long as:

                           (A)  the  aggregate   Purchase   Price  of  all  such
                  acquisitions  (other than CATV  Systems  acquired  pursuant to
                  Scheduled   Acquisitions)   shall  not  exceed  the  Permitted
                  Acquisition  Amount and the  aggregate  Purchase  Price of any
                  individual such acquisition (other than a CATV System acquired
                  pursuant   to   Scheduled   Acquisitions)   shall  not  exceed
                  $150,000,000;

                                       81
<PAGE>

                           (B)  such  acquisition  (if by  purchase  of stock or
                  other ownership interests) shall be effected in such manner so
                  that the acquired entity becomes a Wholly Owned  Subsidiary of
                  the Company;

                           (C) no  later  than  (1)  thirty  days  prior  to the
                  consummation  of such  acquisition  (or such  earlier  date as
                  shall be five  Business  Days after the execution and delivery
                  thereof),   the   Company   shall   have   delivered   to  the
                  Administrative  Agent executed  counterparts of the respective
                  Acquisition Agreement pursuant to which such acquisition is to
                  be  consummated  (and forms,  to the extent  agreed to, of any
                  other  agreements,  including  any  management,   non-compete,
                  employment, option or other material agreements to be executed
                  in connection with the closing  thereunder),  any schedules to
                  such  agreements  or  instruments  and  (promptly  upon  their
                  becoming  available) all other material ancillary documents to
                  be executed or delivered in connection therewith, (2) promptly
                  following request  therefor,  copies of such other information
                  or   documents   relating   to   such   acquisition   as   the
                  Administrative  Agent,  or the Majority  Lenders  (through the
                  Administrative Agent), shall have requested,  and (3) promptly
                  following  the  consummation  of such  acquisition,  certified
                  copies of the agreements,  instruments and documents  referred
                  to in the foregoing clause (1) as shall have been executed and
                  delivered in connection therewith;

                           (D) the  agreements,  instruments and other documents
                  referred to in the foregoing  clause (C) shall,  except to the
                  extent otherwise consented to by the Majority Lenders, provide
                  that:

                                    (1) the entire  amount of the  consideration
                           payable   by   the   Company   and   its   Restricted
                           Subsidiaries  in  connection  with  such  acquisition
                           (other than (x) customary  post-closing  adjustments,
                           escrow and  purchase  price  holdback  and  indemnity
                           obligations,  (y) Indebtedness incurred in connection
                           with such acquisition that is permitted under Section
                           8.07(f) hereof and (z) Other Equity  Interests issued
                           to the relevant  Seller or Sellers in connection with
                           such  acquisition  in  accordance  with  Section 8.13
                           hereof)   shall  be  payable  on  the  date  of  such
                           acquisition,

                                    (2)  neither  the  Company  nor  any  of its
                           Restricted  Subsidiaries  shall,  in connection  with
                           such acquisition,  assume or remain liable in respect
                           of (x) any  Indebtedness  of the Seller or Sellers of
                           such  Acquired  System  (or the  entity  owning  such
                           Acquired  System) except for  Indebtedness  permitted
                           under Section 8.07(f) hereof or (y) other


                                       82
<PAGE>

                           obligations of the Seller or Sellers of such Acquired
                           System,   except  for  obligations  incurred  by  the
                           respective  Seller in the ordinary course of business
                           in operating  such CATV System and that are necessary
                           or desirable to the continued  operation of such CATV
                           System (and,  in the event such  Acquired  System (or
                           the entity owning such Acquired  System) is obligated
                           in respect of any  Indebtedness or other  obligations
                           not permitted  under the foregoing  subclauses (x) or
                           (y), then concurrently with such acquisition any such
                           Indebtedness or other  obligations  shall be released
                           as to the assets or entity being so acquired) and

                                    (3)  all   Property   to  be   acquired   in
                           connection with such acquisition (or that is owned by
                           the  Seller  of such  Acquired  System on the date of
                           such acquisition)  shall be free and clear of any and
                           all Liens,  except to the extent permitted by Section
                           8.06  hereof  (and in the event any such  Property is
                           subject to any Lien not  permitted by this clause (3)
                           then  concurrently  with such  acquisition  such Lien
                           shall be released);

                           (E) to the extent applicable,  the Company shall have
                  complied with the provisions of Sections 8.17 and 8.19 hereof,
                  including,   without   limitation,   (1)   delivery   to   the
                  Administrative  Agent  of  the  certificates   evidencing  the
                  capital  stock  or  other  ownership   interests  of  any  new
                  Restricted  Subsidiary  acquired pursuant to such acquisition,
                  accompanied by undated stock or other powers executed in blank
                  and  (2)   delivery  to  the   Administrative   Agent  of  the
                  agreements,   instruments,   opinions  of  counsel  and  other
                  documents required under Section 8.17 hereof;

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

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


                                       83
<PAGE>

                  Company  shall have  delivered to the  Administrative  Agent a
                  certificate of a Senior Officer  showing such  calculations in
                  reasonable detail to demonstrate such compliance;

                           (H) in connection with such acquisition, if requested
                  by the Administrative  Agent, or the Majority Lenders (through
                  the Administrative Agent), the Company shall have delivered to
                  the Administrative Agent an Acquisition  Environmental Survey,
                  in form and substance reasonably  satisfactory to the Majority
                  Lenders  reflecting  that  the  Acquired  System  will  not be
                  subject to any material environmental liabilities;

                           (I) to the  extent  requested  by the  Administrative
                  Agent,  or the Majority  Lenders  (through the  Administrative
                  Agent), the Company shall have delivered evidence satisfactory
                  to the Administrative  Agent and the Majority Lenders that the
                  Company  and  its  Restricted  Subsidiaries  will  not  become
                  liable,  contingently or otherwise, in respect of any material
                  tax or ERISA liability of the Seller of the Acquired System as
                  a result of such acquisition; and

                           (J)  the  Company   shall  have   delivered   to  the
                  Administrative  Agent (which  shall  promptly  forward  copies
                  thereof  to each  Lender) a  revised  Part A of  Schedule  III
                  hereto,  and revised  Schedules  IV and VII hereto,  such that
                  after giving effect to such acquisition,  the  representations
                  set  forth in  Sections  7.15(a),  7.17,  7.18,  7.19 and 7.20
                  hereof  (assuming  that each  reference to the Effective  Date
                  therein  referred to the date such  acquisition is consummated
                  (after giving effect  thereto))  shall be true and complete as
                  of such date.

                  (c) Dispositions. The Company will not, nor will it permit any
of its Restricted  Subsidiaries to, convey,  sell, lease,  transfer or otherwise
dispose of, in one transaction or a series of transactions, all or a substantial
part of its  business  or  Property,  whether  now owned or  hereafter  acquired
(including,  without  limitation,  receivables  and  leasehold  interests),  but
excluding:

                  (i)  obsolete  or worn-out  Property,  tools or  equipment  no
         longer used or useful in its business,

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

                                       84
<PAGE>

                  (iii) any such  conveyance,  sale,  lease,  transfer  or other
         disposition by any Restricted  Subsidiary of the Company to the Company
         or to any other Restricted Subsidiary of the Company, and

                  (iv)  dispositions  of one or more CATV  Systems  (whether for
         cash or for  Disposition  Investments,  and including  dispositions  in
         exchange for other CATV Systems),  so long as the aggregate fair market
         value of the CATV Systems  disposed of in all such  dispositions  shall
         not exceed $150,000,000.

                  8.06  Limitation  on Liens.  The Company will not, nor will it
permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to
exist  any Lien  upon  any of its  Property,  whether  now  owned  or  hereafter
acquired, except:

                  (a)  Liens created pursuant to the Security Documents;

                  (b) Liens in existence on the date hereof and listed in Part B
         of Schedule II hereto, and Liens on cash and cash equivalents  securing
         obligations  of the  Company  in respect of  Interest  Rate  Protection
         Agreements,  so long as the aggregate fair market value of the cash and
         cash equivalents subject to such Liens does not exceed $3,000,000;

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

                  (d)  carriers',  warehousemen's,   mechanics',  materialmen's,
         repairmen's  or other like  Liens  arising  in the  ordinary  course of
         business that are not overdue for a period of more than 30 days or that
         are being  contested in good faith and by appropriate  proceedings  and
         Liens securing judgments but only to the extent for an amount and for a
         period not resulting in an Event of Default under Section 9(j) hereof;

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

                  (f)  deposits  to  secure  the  performance  of  bids,   trade
         contracts (other than for Indebtedness), leases, statutory obligations,
         surety  and  appeal  bonds,   performance  bonds  (including,   without
         limitation,  performance  bonds  required  pursuant to the 


                                       85
<PAGE>

         terms of any Franchise) and other obligations of a like nature incurred
         in the ordinary course of business;

                  (g) easements,  rights-of-way,  restrictions and other similar
         encumbrances   incurred  in  the   ordinary   course  of  business  and
         encumbrances  consisting of zoning restrictions,  easements,  licenses,
         restrictions  on the use of  Property or minor  imperfections  in title
         thereto that, in the aggregate, are not material in amount, and that do
         not interfere with the ordinary  conduct of the business of the Company
         or any of its Restricted  Subsidiaries  with respect to any CATV System
         or CATV Systems that in the aggregate  provide  service to more than 5%
         of  Subscribers   of  the  Company  and  its  Restricted   Subsidiaries
         (determined as at any date);

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

                  (i) Liens on the Investments permitted under Section 8.08(k).

                  8.07  Indebtedness.  The Company  will not, nor will it permit
any of its  Restricted  Subsidiaries  to,  create,  incur or suffer to exist any
Indebtedness except:

                  (a)  Indebtedness to the Lenders hereunder;

                  (b) Indebtedness  outstanding on the date hereof and listed in
         Part A of Schedule II hereto (excluding,  however, following the making
         of the  initial  Loans  hereunder,  Indebtedness  to be repaid with the
         proceeds of such Loans, as indicated on said Schedule II);

                  (c) Indebtedness of the Company and FrontierVision  Capital in
         respect of Subordinated Indebtedness in an aggregate original principal
         amount not exceeding $200,000,000,  and subordinated Guarantees of such
         Subordinated  Indebtedness  by 


                                       86
<PAGE>

                  Restricted  Subsidiaries of the Company pursuant to the Senior
         Subordinated Debt Documents;

                  (d) Indebtedness of Restricted  Subsidiaries of the Company to
         the Company or to other Restricted Subsidiaries of the Company;

                  (e)   Indebtedness   of  the   Company   and  its   Restricted
         Subsidiaries  in  respect of  letters  of credit or  performance  bonds
         required  pursuant to the terms of  Franchises  or other  agreements to
         which the Company or any of its Restricted Subsidiaries may be parties,
         so long as the aggregate amount thereof does not exceed  $50,000,000 at
         any one time outstanding; and

                  (f) additional  Indebtedness of the Company and its Restricted
         Subsidiaries (including,  without limitation, Capital Lease Obligations
         and  other  Indebtedness  secured  by Liens  permitted  under  Sections
         8.06(h)  hereof) up to but not  exceeding  $25,000,000  at any one time
         outstanding.

                  Anything in this  Agreement to the  contrary  notwithstanding,
the Company will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly Guarantee any Indebtedness of FrontierVision  Holdings or
FrontierVision Holdings Capital Corporation if, as a result thereof, the Company
or any of its Restricted  Subsidiaries  would become  obligated under the Senior
Discount Debt Indenture to Guarantee the obligations of FrontierVision  Holdings
and  FrontierVision  Holdings  Capital  Corporation  in  respect  of the  Senior
Discount Debt.

                  8.08 Investments. The Company will not, nor will it permit any
of its  Restricted  Subsidiaries  to, make or permit to remain  outstanding  any
Investments except:

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

                  (b)  operating deposit accounts with banks;

                  (c)  Permitted Investments;

                  (d) escrow or deposit accounts  established in connection with
         the Scheduled Acquisitions or Subsequent  Acquisitions,  so long as the
         funds held in such  accounts  are held in the form of cash or Permitted
         Investments;

                  (e) Investments by the Company and its Restricted Subsidiaries
         in the Company and its Restricted Subsidiaries;

                                       87
<PAGE>

                  (f) Investments  constituting  Subsequent  Acquisitions by the
         Company and its Restricted Subsidiaries made in accordance with Section
         8.05(b)(iv) hereof;

                  (g) Interest Rate  Protection  Agreements  entered into in the
         ordinary  course  of the  Company's  financial  planning  and  not  for
         speculative  purposes  (including  Interest Rate Protection  Agreements
         entered into in accordance with Section 8.12 hereof);

                  (h) loans to employees of the Company or any of its Restricted
         Subsidiaries  or  Affiliates  in an  aggregate  amount  (as to all such
         employees) up to $5,000,000 at any one time outstanding;

                  (i)  Investments  (collectively,   "Disposition  Investments")
         received in connection  with any  Disposition  by the Company or any of
         its Restricted Subsidiaries permitted hereunder and representing all or
         a part of the  non-cash  portion of the  consideration  received by the
         Company and its Restricted  Subsidiaries  pursuant to such Disposition,
         provided  that (i) the  aggregate  amount  of  Disposition  Investments
         received in connection with any single Disposition shall not exceed 25%
         of the fair market value of the  consideration  received in  connection
         therewith, and the aggregate amount of Disposition Investments received
         in connection with all  Dispositions  shall not exceed  $75,000,000 and
         (ii) the respective  certificates and notes evidencing such Disposition
         Investments  are  delivered  in  pledge  to  the  Administrative  Agent
         pursuant to the Security Agreement;

                  (j)  the Guarantees referred to in Section 8.07(c) hereof; and

                  (k) additional  Investments  (including,  without  limitation,
         Investments in Unrestricted  Subsidiaries) in an aggregate amount up to
         but not exceeding $25,000,000 at any one time outstanding or, following
         the date upon which the Debt Ratio  shall have been less than 5.00 to 1
         as at the last day of two or more  consecutive  fiscal  quarters  in an
         aggregate  amount  up  to  but  not  exceeding  $50,000,000,  it  being
         understood that the Company shall not be required to pledge any of such
         Investments as collateral security pursuant to the Security Documents.

                  For purposes of the foregoing clause (k), the aggregate amount
of an  Investment  at any one  time  shall  be  deemed  to be  equal  to (A) the
aggregate  amount of cash,  together  with the  aggregate  fair market  value of
property, loaned, advanced, contributed,  transferred or otherwise invested that
gives  rise to such  Investment  minus (B) the  aggregate  amount of  dividends,
distributions or other payments  received in cash in respect of such Investment,
provided that the amount of an  Investment  shall not in any event be reduced by
reason of any write-off of such Investment.

                                       88
<PAGE>

                  8.09  Restricted  Payments.  The Company will not, nor will it
permit any of its Restricted Subsidiaries to, make any Restricted Payment at any
time, except that so long as at the time thereof and after giving effect thereto
no Default shall have occurred and be continuing, the Company may:

                  (a) make Restricted Payments to its Partners during any fiscal
         quarter  in  an  amount  equal  to  the  Tax  Payment  Amount  for  the
         immediately  preceding fiscal quarter,  so long as (i) at least fifteen
         days prior to making any such  Restricted  Payment,  the Company  shall
         have  delivered  to the  Administrative  Agent  and  the  other  Agents
         notification of the amount of the Restricted  Payment to be made during
         such  fiscal  quarter  and (ii) on or prior to April 12 of each  fiscal
         year the Company shall have delivered to the  Administrative  Agent and
         the other Agents a statement from the Company's  independent  certified
         public  accountants  setting  forth  a  detailed   calculation  of  the
         aggregate Tax Payment  Amount for the prior fiscal year and showing the
         amount of each  individual  Restricted  Payment made during such fiscal
         year and all prior  Restricted  Payments  made pursuant to this Section
         8.09;

                  (b) after the  earlier of (i)  December  31,  2001 or (ii) the
         date upon which the Debt  Ratio  shall have been less than 5.00 to 1 as
         at the last day of two or more consecutive  fiscal quarters (except for
         periods  after the Debt Ratio  shall be greater  than 5.00 to 1, unless
         the Debt Ratio shall again be less than 5.00 to 1 as at the last day of
         two  or  more  consecutive  fiscal  quarters),  the  Company  may  make
         Restricted  Payments in an amount  necessary  to enable  FrontierVision
         Holdings  and  FrontierVision  Holdings  Capital  Corporation  to  make
         payments in respect of the Senior Discount Debt;

                  (c) make Restricted Payments to its Partners in cash to enable
         FrontierVision  Holdings to pay  out-of-pocket  accounting  fees, legal
         fees and the like in an aggregate amount not exceeding  $200,000 during
         any fiscal year; and

                  (d) make  Restricted  Payments  to its  Partners in cash in an
         aggregate amount up to but not exceeding $25,000,000 during the term of
         this  Agreement,  provided that to the extent the  aggregate  amount of
         such  Restricted  Payments  shall exceed  $5,000,000,  such  Restricted
         Payment  shall not be made  unless the Debt Ratio as at the last day of
         the two most recent fiscal  quarters  shall have been less than 5.00 to
         1,

it being  understood  that the amount of  Restricted  Payments  that may be made
pursuant to any of the above  clauses (a) through (d) shall be  exclusive of the
amount of  Restricted  Payments that may be made pursuant to any of the other of
the above  clauses (a) through (d).  Nothing  herein shall be deemed to prohibit
the  payment of  dividends,  distributions  or other  amounts 


                                       89
<PAGE>

by any  Restricted  Subsidiary  of the  Company  to the  Company or to any other
Restricted Subsidiary of the Company.

                  8.10  Certain Financial Covenants.

                  (a) Senior Debt Ratio.  The Company will not permit the Senior
Debt Ratio  (determined in accordance with Section 8.10(e) hereof) to exceed the
following respective ratios at any time during the following respective periods:

                  Period                                        Ratio

         From the Effective Date
          through and including
          June 29, 1999                                       5.50 to 1

         From June 30, 1999
          through and including
          December 30, 1999                                   5.25 to 1

         From December 31, 1999
          through and including
          December 30, 2000                                   5.00 to 1

         From December 31, 2000
          through and including
          December 30, 2001                                   4.50 to 1

         From December 31, 2001
          and at all times
          thereafter                                          4.00 to 1

                  (b) Debt  Ratio.  The  Company  will not permit the Debt Ratio
(determined in accordance  with Section  8.10(e) hereof) to exceed the following
respective ratios at any time during the following respective periods:

                                       90
<PAGE>

                  Period                                        Ratio

         From the Effective Date
          through and including
          June 29, 1999                                       6.75 to 1

         From June 30, 1999
          through and including
          December 30, 1999                                    6.50 to 1

         From December 31, 1999
          through and including
          December 30, 2000                                    6.25 to 1

         From December 31, 2000
          through and including
          December 30, 2001                                    5.50 to 1

         From December 31, 2001
          and at all times
          thereafter                                           5.00 to 1

                   (c) Interest  Coverage Ratio. The Company will not permit the
Interest  Coverage Ratio  (determined in accordance with Section 8.10(e) hereof)
to be less than the following respective ratios at any time during the following
respective periods:

                  Period                                        Ratio

         From the Effective Date
          through and including
          June 29, 1999                                       1.50 to 1

         From June 30, 1999
          through and including
          December 30, 1999                                   1.75 to 1

         From December 31, 1999
          and at all times
          thereafter                                          2.00 to 1

                                       91
<PAGE>

                  (d) Fixed Charges Ratio. The Company will not permit the Fixed
Charges Ratio  (determined in accordance with Section 8.10(e) hereof) to be less
than the following respective ratios at any time during the following respective
periods:

                  Period                                        Ratio

         From the Effective Date
          through and including
          December 31, 1998                                   1.00 to 1

         From January 1, 1999
          and at all times
          thereafter                                           1.05 to 1

                  (e)  Computations of Ratios.  Solely for purposes of computing
the Senior Debt Ratio,  Debt Ratio,  Interest  Coverage  Ratio and Fixed Charges
Ratio for purposes of this Section 8.10:

                   (i)  Indebtedness  shall be deemed to exclude  obligations in
         respect of undrawn  letters of credit,  performance  bonds and  similar
         instruments   issued  or   accepted   by  banks  and  other   financial
         institutions  in the ordinary course of business of the Company and its
         Restricted Subsidiaries; and

                  (ii) at any time when  proceeds of a  Disposition  are held by
         the Administrative Agent in the Collateral Account, the amount of Loans
         outstanding  hereunder  at such  time  shall be deemed to be net of the
         balance of the cash and investments  held in the Collateral  Account at
         such time.

                  8.11  [INTENTIONALLY OMITTED]

                  8.12 Interest  Rate  Protection  Agreements.  The Company will
within 90 days of the Effective Date (to the extent  necessary after taking into
account the Interest  Rate  Protection  Agreements  entered into pursuant to the
requirements of Section 8.12 of the Existing Credit  Agreement)  enter into, and
thereafter  maintain  in  full  force  and  effect,  one or more  Interest  Rate
Protection  Agreements  with one or more of the Lenders  (and/or  with a bank or
other financial institution having capital,  surplus and undivided profits of at
least $500,000,000), as to a notional principal amount that (taken together with
all existing Interest Rate Protection  Agreements and the fixed interest rate on
the Subordinated  Indebtedness) will equal 50% of the then outstanding aggregate
principal amount of all Indebtedness of the Company and its  Subsidiaries;  such
Interest Rate Protection Agreements shall cover the three-year period commencing
on the  Effective  Date,  so that the Company  effectively  limits, 


                                       92
<PAGE>

in a manner satisfactory to the Majority Lenders,  the weighted interest rate of
the Loans to an interest rate satisfactory to the Majority Lenders.

                  8.13  Subordinated Indebtedness; Other Equity Interests.

                  (a) The Company may, after the date of this  Agreement,  issue
limited partnership interests:

                  (1) to one or more  Sellers  as all or  part  of the  Purchase
         Price of CATV Systems acquired in Subsequent Acquisitions;

                  (2)  to  officers  and   employees  of  the  Company  and  its
Restricted Subsidiaries; and

                  (3)  to other Persons for cash,

in each case provided that (i) the  agreements,  instruments and other documents
evidencing or representing such limited partnership  interests expressly provide
that no payments of any  Restricted  Payments in respect  thereof may be made at
any time prior to the payment in full in cash of the  principal  of and interest
on, and all other amounts  owing in respect of, the Loans and other  obligations
hereunder  and under  the  other  Loan  Documents,  (ii)  none of the  Company's
Restricted  Subsidiaries  is  contingently  or  otherwise  obligated  in respect
thereof,  (iii)  such  limited  partnership  interests  shall be  pledged to the
Administrative Agent for the benefit of the Lenders to secure the obligations of
the Company hereunder and under the other Basic Documents and to secure the Pari
Passu  Obligations  and (iv) both  immediately  prior  thereto and after  giving
effect to the issuance  thereof no Default shall have occurred and be continuing
(and the  Administrative  Agent shall have  received a  certificate  of a Senior
Officer  to  such  effect),  all  on  terms  and  conditions,  and  pursuant  to
documentation, in form and substance satisfactory the Majority Lenders.

                  (b) The  Company  will  not,  nor  will it  permit  any of its
Restricted  Subsidiaries to, purchase,  redeem,  retire or otherwise acquire for
value, or set apart any money for a sinking,  defeasance or other analogous fund
for the purchase,  redemption,  retirement or other  acquisition of, or make any
voluntary payment or prepayment of the principal of or interest on, or any other
amount owing in respect of, any Subordinated Indebtedness,  except for regularly
scheduled  payments or prepayments of principal and interest in respect  thereof
required pursuant to the instruments evidencing such Subordinated  Indebtedness.
The Company will not, nor will it permit any of its Restricted  Subsidiaries to,
purchase,  redeem, retire or otherwise acquire for value, or set apart any money
for a sinking, defeasance or other analogous fund for the purchase,  redemption,
retirement  or other  acquisition  of, or make any  Restricted  Payment or other
payment in respect of, any Other Equity Interest.

                                       93
<PAGE>

                  (c) The  Company  will  not,  nor  will it  permit  any of its
Restricted  Subsidiaries to, purchase,  redeem,  retire or otherwise acquire for
value, or set apart any money for a sinking,  defeasance or other analogous fund
for the purchase,  redemption,  retirement or other  acquisition of, or make any
voluntary payment or prepayment of the principal of or interest on, or any other
amount  owing in respect  of, any Senior  Discount  Debt,  except for  regularly
scheduled  payments or prepayments of principal and interest in respect  thereof
required pursuant to the instruments evidencing such Senior Discount Debt to the
extent as permitted under Section 8.09(b) hereof.

                  8.14 Lines of  Business.  The  Company  will not,  nor will it
permit any of its Restricted  Subsidiaries to, engage to any substantial  extent
in any line or lines of business  activity other than the business of owning and
operating CATV Systems and related businesses.

                  8.15  Transactions   with  Affiliates.   Except  as  expressly
permitted by this Agreement, the Company will not, nor will it permit any of its
Restricted  Subsidiaries to, directly or indirectly:  (a) make any Investment in
an Affiliate;  (b) transfer,  sell,  lease,  assign or otherwise  dispose of any
Property  to an  Affiliate;  (c) merge into or  consolidate  with or purchase or
acquire  Property  from an  Affiliate;  (d) make any  contribution  towards,  or
reimbursement  for,  any  Federal  income  taxes  payable by any Partner (or the
holders of any direct or indirect  ownership interest in any Partner) in respect
of income of the Company;  or (e) enter into any other  transaction  directly or
indirectly  with  or  for  the  benefit  of  an  Affiliate  (including,  without
limitation, Guarantees and assumptions of obligations of an Affiliate); provided
that, notwithstanding the foregoing:

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

                  (y) the Company and its Restricted Subsidiaries may enter into
         transactions  (other than extensions of credit by the Company or any of
         its Restricted  Subsidiaries to an Affiliate) providing for the leasing
         of  Property,   the  rendering  or  receipt  of  services  (other  than
         investment banking services,  unless the advisory committee or board of
         directors, as the case may be, of FrontierVision LP shall have approved
         such  services)  or the  purchase  or  sale of  equipment,  programming
         rights,  advertising  time and other Property in the ordinary course of
         business if the monetary or business  consideration  arising  therefrom
         would  be   substantially  as  advantageous  to  the  Company  and  its
         Restricted  Subsidiaries as the monetary or business consideration that
         would obtain in a comparable transaction with a Person not an Affiliate
         and

                  (z) any Lender  (and any  Control  Affiliate  of a Lender) may
         extend  credit to the Company and its  Restricted  Subsidiaries,  enter
         into  Interest  Rate  Protection  Agreements  with the  Company and its
         Restricted   Subsidiaries   or  provide  other  services   (other  than

                                       94
<PAGE>

         investment  banking  services,  which  shall be  governed by clause (y)
         above) to the Company and its Restricted  Subsidiaries  in the ordinary
         course of business of such Lender (and such Control Affiliate), in each
         case to the  extent  that the  Company  and the  respective  Restricted
         Subsidiary  are permitted to engage in such  transaction  hereunder and
         the  monetary  or business  consideration  arising  therefrom  would be
         substantially  as  advantageous  to  the  Company  and  its  Restricted
         Subsidiaries  as the  monetary  or  business  consideration  that would
         obtain in a comparable transaction with a Person not an Affiliate.

                  8.16 Use of Proceeds. The Company will use the proceeds of the
Loans  hereunder  (i) to  finance  the  Scheduled  Acquisitions  and  Subsequent
Acquisitions,  (ii) to finance  payments of fees,  commissions  and  expenses in
connection with the Acquisitions, (iii) to pay the principal of and interest on,
and all other amounts  owing in respect of the UVC Notes on the  Effective  Date
and (iv) for general business  purposes (in compliance with all applicable legal
and regulatory requirements,  including, without limitation, Regulations G, T, U
and X and the Securities Act of 1933 and the Securities Exchange Act of 1934 and
the regulations thereunder); provided that (i) any borrowing of Revolving Credit
Loans hereunder that would  constitute a utilization of any Reserved  Commitment
Amount shall be applied solely to make Subsequent  Acquisitions  permitted under
Section  8.05(b)(iv)  hereof,  or to make  prepayments  of Loans  under  Section
2.09(d)(y)(B)  hereof and (ii) neither the  Administrative  Agent nor any Lender
shall have any  responsibility as to the use of any of the proceeds of any Loans
hereunder.

                  8.17  Certain Obligations Respecting Restricted Subsidiaries.

                  (a)  Subsidiary  Guarantors.  In the event that the Company or
any of its Restricted  Subsidiaries  shall form or acquire any Subsidiary  after
the Effective Date (after obtaining any necessary consent of the Lenders),  then
(unless such new  Subsidiary is an  Unrestricted  Subsidiary)  the Company shall
cause, and shall cause its Restricted Subsidiaries to cause, such Subsidiary to:

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

                  (ii)  deliver the shares of its stock  accompanied  by undated
         stock powers executed in blank to the Administrative Agent, and to take
         other such action,  to the extent  required  under  Section 8.19 hereof
         (including,  without limitation,  executing and delivering such Uniform
         Commercial  Code  financing   statements  and  Mortgages  covering  the
         Property owned or leased by such  Restricted  Subsidiary),  as shall be
         necessary to create and perfect valid and  enforceable  first  priority
         Liens (other than  perfection of 


                                       95
<PAGE>

         security  interests  in  fixtures  (under and as defined in the Uniform
         Commercial  Code) and  Motor  Vehicles  (under  and as  defined  in the
         Security  Agreement) and subject to Liens  permitted under Section 8.06
         hereof) on substantially  all of the Property of such new Subsidiary as
         collateral  security for the  obligations of such new Subsidiary  under
         the Subsidiary Guarantee Agreement, and

                  (iii)  deliver such proof of corporate  action,  incumbency of
         officers, opinions of counsel and other documents as is consistent with
         those delivered by each Credit Party pursuant to Section 6.01 hereof on
         the Effective Date or as the Administrative Agent shall have reasonably
         requested.

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

                  (c) Certain  Restrictions.  Other than the Senior Subordinated
Debt Documents,  the Company will not permit any of its Restricted  Subsidiaries
to enter into, after the date hereof,  any indenture,  agreement,  instrument or
other arrangement that, directly or indirectly,  prohibits or restrains,  or has
the  effect  of  prohibiting  or  restraining,  or  imposes  materially  adverse
conditions  upon,  the  incurrence or payment of  Indebtedness,  the granting of
Liens, the declaration or payment of dividends, the making of loans, advances or
Investments or the sale, assignment, transfer or other disposition of Property.

                  (d) FrontierVision Capital. FrontierVision Capital will own no
Property,  will have no  Indebtedness  (other than its Guarantee of Indebtedness
hereunder and  Indebtedness in respect of the Subordinated  Indebtedness),  will
have  no  operations  (other  than  de  minimis  operations  incidental  to  its
activities  in  connection  with  the  foregoing)  and,  in  furtherance  of the
foregoing,  will not make any  expenditures or incur any liabilities  other than
those consistent with and reasonably necessary in the conduct of its business as
contemplated by this Section 8.17(d).

                  8.18 Modifications of Certain Documents.  The Company will not
         consent  to  any  modification,  supplement  or  waiver  of  any of the
         provisions of

                  (i)  any  Senior  Subordinated  Debt  Document  or  any  other
         agreement,  instrument  or other  document  evidencing  or  relating to
         Subordinated  Indebtedness  (other  


                                       96
<PAGE>

         than a supplement to the Senior Subordinated Debt Indenture executed in
         connection with a subordinated  Guarantee of Subordinated  Indebtedness
         by Restricted  Subsidiaries of the Company) or any Senior Discount Debt
         Document,

                  (ii) any Scheduled  Acquisition  Agreement  either to increase
         the aggregate  consideration  payable by the Company  thereunder or any
         other  provision of such  Agreements  (or of any agreement  executed in
         connection therewith) to the extent the same would materially adversely
         affect the  Lenders or the  Administrative  Agent (or the rights of the
         Lenders or the  Administrative  Agent under any of the Loan Documents),
         or

                  (iii) the  Partnership  Agreement or,  following the execution
         and delivery  thereof,  any  Acquisition  Agreement for any  Subsequent
         Acquisition  (or  any  agreements   executed  in  connection  with  any
         Subsequent  Acquisition)  to  the  extent  the  same  would  materially
         adversely affect the Lenders or the Administrative Agent (or the rights
         of the  Lenders  or the  Administrative  Agent  under  any of the  Loan
         Documents),

without in each case,  the prior consent of the  Administrative  Agent (with the
approval of the Majority Lenders).

                  8.19  Certain Obligations Respecting the Collateral.

                  (a) The Company will from time to time use reasonable  efforts
to obtain consents of municipal franchising  authorities necessary to create and
perfect a valid and enforceable  first priority Lien on the Franchises from time
to time held by the  Company  and its  Restricted  Subsidiaries,  so that to the
maximum extent practicable the Lien of the Administrative  Agent created therein
pursuant to the Security  Agreement will be such a valid and  enforceable  first
priority Lien on all of the Franchises  (other than Excluded  Franchises) of the
Company and its Restricted Subsidiaries.

                  (b) In the event that after the Effective Date, the Company or
any of its Restricted  Subsidiaries  shall acquire any real property  interests,
whether  owned or leased  (other than an Excluded  Real  Property),  the Company
will, and will cause such  Restricted  Subsidiary to, promptly (and in any event
within  30  days  of  the  acquisition  thereof)  execute  and  deliver  to  the
Administrative Agent a Mortgage (in recordable form and in such number of copies
as the  Administrative  Agent  shall have  requested)  covering  such  Property,
together  with  any  necessary  consents  to such  Mortgages  by the  respective
lessors, to the extent that the respective  leasehold property shall be material
and the  Administrative  Agent or the Majority  Lenders shall have requested the
Company to obtain such consents.

                                       97
<PAGE>

                  Section 9. Events of Default.  If one or more of the following
events (herein called "Events of Default") shall occur and be continuing:

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

                  (b) The Company or any of its  Restricted  Subsidiaries  shall
         default in the payment when due of any  principal of or interest on any
         of its other Indebtedness  aggregating $5,000,000 or more; or any event
         specified  in  any  note,   agreement,   indenture  or  other  document
         evidencing  or  relating  to any such  Indebtedness  shall occur if the
         effect of such event is to cause,  or (with the giving of any notice or
         the lapse of time or both) to permit  the  holder  or  holders  of such
         Indebtedness  (or a  trustee  or  agent on  behalf  of such  holder  or
         holders) to cause, such Indebtedness to become due, or to be prepaid in
         full (whether by redemption, purchase, offer to purchase or otherwise),
         prior to its stated maturity or to have the interest rate thereon reset
         to a level so that securities  evidencing such Indebtedness  trade at a
         level  specified in relation to the par value  thereof;  or the Company
         shall  default  in the  payment  when  due of  any  amount  aggregating
         $500,000 or more under any Interest Rate Protection  Agreement;  or any
         event specified in any Interest Rate  Protection  Agreement shall occur
         if the  effect of such  event is to cause,  or (with the  giving of any
         notice  or the  lapse  of time  or  both)  to  permit,  termination  or
         liquidation  payment  or  payments  aggregating  $5,000,000  or more to
         become due; or

                  (c) FrontierVision Holdings or FrontierVision Holdings Capital
         Corporation  shall  default in the payment when due of any principal of
         or interest on any note  evidencing  Senior Discount Debt; or any event
         specified  in  any  note,   agreement,   indenture  or  other  document
         evidencing or relating to such Senior  Discount Debt shall occur if the
         effect of such event is to cause,  or (with the giving of any notice or
         the lapse of time or both) to permit the holder or holders of the notes
         evidencing  such Senior  Discount Debt (or a trustee or agent on behalf
         of such holder or holders) to cause, such notes to become due, or to be
         prepaid in full (whether by redemption,  purchase, offer to purchase or
         otherwise), prior to their stated maturity; or

                  (d) Any  representation,  warranty  or  certification  made or
         deemed  made  herein  or  in  any  other  Loan   Document  (or  in  any
         modification  or supplement  hereto or thereto) by any Obligor,  or any
         certificate  furnished  to  any  Lender  or  the  Administrative  Agent
         pursuant to the provisions hereof or thereof,  shall prove to have been

                                       98
<PAGE>

         false or  misleading  as of the time made or  furnished in any material
         respect; or any representation or warranty made in any of the Scheduled
         Acquisition  Agreements shall prove to have been false or misleading as
         of the time  made or  furnished  in any  material  respect  that  could
         reasonably be expected to result in a Material Adverse Effect; or

                  (e) Any of the  following  shall occur:  (i) the Company shall
         default  in the  performance  of any of its  obligations  under  any of
         Sections 8.01(g), 8.05, 8.06, 8.07, 8.08, 8.09, 8.10, 8.12, 8.13, 8.15,
         8.17 or 8.18  hereof;  (ii) any  Securing  Party  shall  default in the
         performance  of  any of  its  obligations  under  Section  5.02  of the
         Security  Agreement;  (iii) any Partner  Pledgor  shall  default in the
         performance of its obligations under Section 5.02 of the Partner Pledge
         Agreement;  (iv) any Stock Pledgor shall default in the  performance of
         its obligations  under Section 4.02 of the Stock Pledge  Agreement;  or
         (v) the Company shall  default in the  performance  of its  obligations
         hereunder,  or any  Obligor  shall  default in the  performance  of its
         obligations  under any other Loan Document to which it is a party,  and
         such default shall  continue  unremedied for a period of thirty or more
         days after notice thereof to the Company by the Administrative Agent or
         any Lender (through the Administrative Agent); or

                  (f) The Company or any of its Restricted Subsidiaries,  or any
         of its General Partners, shall admit in writing its inability to, or be
         generally unable to, pay its debts as such debts become due; or

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

                  (h) A  proceeding  or case  shall be  commenced,  without  the
         application  or  consent  of the  Company  or  any  of  its  Restricted
         Subsidiaries, or any of its General Partners, in any court of competent
         jurisdiction, seeking (i) its reorganization, liquidation, dissolution,
         arrangement or winding-up,  or the  composition or  readjustment of its
         debts,  (ii)  the  appointment  of  a  receiver,   custodian,  trustee,
         examiner,  liquidator or the like of the Company,  any such  Restricted
         Subsidiary  or General  Partners  (as the case may be) or of all or any
         substantial  part of its Property or (iii) similar relief in respect of
         the Company, any such Restricted  Subsidiary or General Partner (as the
         case  may  be)  under  any  law  relating  to  bankruptcy,  insolvency,
         reorganization,  winding-up, or composition or adjustment of debts, and
         such  proceeding  or case  shall  continue  undismissed,  or an  order,

                                       99
<PAGE>

         judgment or decree  approving or ordering any of the foregoing shall be
         entered and continue unstayed and in effect, for a period of 60 or more
         days; or an order for relief against the Company,  any such  Restricted
         Subsidiary or General  Partner shall be entered in an involuntary  case
         under the Bankruptcy Code; or

                  (i)  The  Company  or any of its  General  Partners  shall  be
         terminated,  dissolved or liquidated  (as a matter of law or otherwise)
         or proceedings  shall be commenced by any Person (including the Company
         or any such General Partner)  seeking the  termination,  dissolution or
         liquidation of the Company or General Partner; or

                  (j) A final  judgment or judgments for the payment of money of
         $5,000,000  or more in the  aggregate  (exclusive  of judgment  amounts
         fully covered by insurance where the insurer has admitted  liability in
         respect of such  judgment) or of  $12,000,000  or more in the aggregate
         (regardless  of  insurance  coverage)  shall be rendered by one or more
         courts,  administrative  tribunals or other bodies having  jurisdiction
         against the Company or any of its  Subsidiaries,  or any of its General
         Partners,  and the same shall not be discharged (or provision shall not
         be made for such discharge),  or a stay of execution  thereof shall not
         be  procured,  within  30 days from the date of entry  thereof  and the
         Company,  the relevant  Subsidiary or General  Partner (as the case may
         be) shall not,  within  said period of 30 days,  or such longer  period
         during  which  execution  of the same  shall have been  stayed,  appeal
         therefrom  and cause the  execution  thereof to be stayed  during  such
         appeal; or

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

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

                                      100
<PAGE>

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

                                    (i)  FrontierVision  Holdings shall cease to
                  either  (x)  own   partnership   interests   in  the   Company
                  representing  at  least  99.9%  of the  aggregate  partnership
                  interests  in  the  Company  not  constituting   Other  Equity
                  Interests or (y) be the sole  general  partner of the Company;
                  or at any time  FrontierVision  and  holders  of Other  Equity
                  Interests  shall cease to be the sole limited  partners of the
                  Company,  or FrontierVision LP shall cease to own, directly or
                  indirectly through one or more Wholly-Owned Subsidiaries,  all
                  of the equity interests in FrontierVision Holdings; or

                           (ii) either  James  Vaughn or John S. Koo shall,  for
                  any reason,  cease to be  actively  involved in the day to day
                  management  and operation of the Company and its  Subsidiaries
                  (and Persons with  equivalent  knowledge and experience in the
                  cable  television  industry   reasonably   acceptable  to  the
                  Majority  Lenders are not  appointed to replace one or both of
                  the them within 90 days thereof); or

                           (iii) prior to a Qualified  Public  Offering,  either
                  (x)   the   Initial   Equityholders   shall   cease   to  own,
                  collectively, on a fully-diluted basis (in other words, giving
                  effect to the exercise of any warrants, options and conversion
                  and other rights),  equity interests representing at least 51%
                  of the  aggregate  fair  market  value (or,  if  greater,  the
                  aggregate  liquidation  value) of the equity  interests of all
                  classes of  FrontierVision  LP or (y) James  Vaughn or John S.
                  Koo shall sell, transfer,  hypothecate or otherwise dispose of
                  more than 50% of their direct or indirect economic interest in
                  FrontierVision  LP (other  than any  transfer to the spouse of
                  either of such  individuals,  to his immediate family members,
                  or to trusts  for the  benefit  of such  spouse  or  immediate
                  family members); or

                           (iv) after a Qualified Public Offering either (x) any
                  person or group  (within  the  meaning of Rule 13d-5 under the
                  Securities  Exchange Act of 1934,  as amended  (the  "Exchange
                  Act") and Section  13(d) and 14(d) of the  Exchange Act (other
                  than  the   Initial   Equityholders)   becomes,   directly  or
                  indirectly,  in a single transaction or in a related series of
                  transactions by way of merger, consolidation or other business
                  combination or otherwise,  the "beneficial  owner" (as defined
                  in Rule 13d-3 under the Exchange  Act) of more than 30% of the
                  equity interest of FrontierVision LP on a fully-diluted  basis
                  (in  other  words,  giving  effect  to  the  exercise  of  any
                  warrants,  options  and  conversion  and other  rights) or (y)
                  James Vaughn or John S. Koo shall sell, transfer,  hypothecate
                  or  otherwise  dispose  of more  than 50% of their  direct  or
                  indirect  economic  interest in  FrontierVision LP (other than
                  any transfer to the spouse of either of such  individuals,  to
                  his 


                                      101
<PAGE>

                  immediate family members, or to trusts for the benefit of such
                  spouse or immediate family members); or

                  (n) Except for  Franchises  that cover in the aggregate  fewer
         than  5%  of  the   Subscribers  of  the  Company  and  its  Restricted
         Subsidiaries  (determined  as at the last day of the most recent fiscal
         quarter  for  which  a  Quarterly  Officers'  Report  shall  have  been
         delivered),  one or more Franchises relating to the CATV Systems of the
         Company and its Restricted  Subsidiaries shall be terminated or revoked
         such that the Company or the  respective  Restricted  Subsidiary  is no
         longer able to operate such Franchises and retain the revenue  received
         therefrom;  or the Company or the respective  Restricted  Subsidiary or
         the grantors of such Franchises  shall fail to renew such Franchises at
         the stated  expiration  thereof such that the Company or the respective
         Restricted  Subsidiary is no longer able to operate such Franchises and
         retain the revenue received therefrom; or

                  (o) The Liens created by the Security  Documents  shall at any
         time not constitute a valid Lien on substantially all of the collateral
         intended to be covered  thereby,  or shall not  constitute  a perfected
         Lien (or, with respect to any Properties  acquired in any  Acquisition,
         shall not  constitute a perfected  Lien within five Business Days after
         the  consummated  of such  Acquisition)  on  substantially  all of such
         collateral,   to  the  extent   perfection  by  filing,   registration,
         recordation   or   possession  is  required   herein  or  therein,   on
         substantially  all of the  Property of the  Company and its  Restricted
         Subsidiaries as contemplated herein and in the other Loan Documents, in
         favor of the  Administrative  Agent,  free and clear of all other Liens
         (other  than Liens  permitted  under  Section  8.06 hereof or under the
         respective  Security Documents) or, except for expiration in accordance
         with its terms, any of the Security Documents shall for whatever reason
         be  terminated  or  cease  to be in  full  force  and  effect,  or  the
         enforceability thereof shall be contested by the Company;

THEREUPON:  (1) in the case of an Event of Default other than one referred to in
paragraph  (g)  or  (h) of  this  Section  9 with  respect  to  the  Company  or
FrontierVision,  the Administrative  Agent may and, upon request of the Majority
Lenders,  will,  by notice to the  Company,  terminate  the  Commitments  and/or
declare the principal  amount then  outstanding of, and the accrued interest on,
the Loans and all other  amounts  payable by the Company  hereunder  (including,
without  limitation,  any  amounts  payable  under  Section  5.05  hereof) to be
forthwith due and payable,  whereupon such amounts shall be immediately  due and
payable without presentment,  demand,  protest or other formalities of any kind,
all of which are hereby expressly waived by the Company;  and (2) in the case of
the  occurrence  of an Event of Default  referred to in paragraph  (g) or (h) of
this Section 9 with respect to the Company or  FrontierVision,  the  Commitments
shall  automatically be terminated and the principal amount then outstanding of,
and the  accrued  interest  on, the Loans and all other  amounts  payable by the
Company  hereunder  (including,  without  limitation,  any amounts payable under
Section 5.05 hereof)  shall  


                                      102
<PAGE>

automatically  become immediately due and payable without  presentment,  demand,
protest or other  formalities  of any kind,  all of which are  hereby  expressly
waived by the Company.

                  Section 10.  The Agents.

                  10.01 Appointment,  Powers and Immunities.  Each Lender hereby
appoints and authorizes the  Administrative  Agent to act as its agent hereunder
and  under the  other  Loan  Documents  with  such  powers  as are  specifically
delegated to the Administrative  Agent by the terms of this Agreement and of the
other  Loan  Documents,  together  with  such  other  powers  as are  reasonably
incidental  thereto.  The  Administrative  Agent  (which  term  as  used in this
sentence  and in Section  10.05 and the first  sentence of Section  10.06 hereof
shall  include  reference  to its  affiliates  and its  own and its  affiliates'
officers, directors, employees and agents):

                  (a)  shall  have no duties or  responsibilities  except  those
         expressly set forth in this Agreement and in the other Loan  Documents,
         and shall not by reason of this Agreement or any other Loan Document be
         a trustee for any Lender;

                  (b) shall not be  responsible to the Lenders for any recitals,
         statements,  representations or warranties  contained in this Agreement
         or in any other Loan Document,  or in any certificate or other document
         referred to or provided for in, or received by any of them under,  this
         Agreement  or any other  Loan  Document,  or for the  value,  validity,
         effectiveness,  genuineness,  enforceability  or  sufficiency  of  this
         Agreement or any other Loan Document or any other document  referred to
         or provided  for herein or therein or for any failure by the Company or
         any  other  Person  to  perform  any of its  obligations  hereunder  or
         thereunder;

                  (c) shall not,  except to the extent  expressly  instructed by
         the  Majority  Lenders with respect to  collateral  security  under the
         Security  Documents,  be required to initiate or conduct any litigation
         or collection  proceedings  hereunder or under any other Loan Document;
         and

                  (d) shall not be  responsible  for any action taken or omitted
         to be taken by it hereunder  or under any other Loan  Document or under
         any other document or instrument  referred to or provided for herein or
         therein or in  connection  herewith  or  therewith,  except for its own
         gross negligence or willful misconduct.

The Administrative Agent may employ agents and  attorneys-in-fact  and shall not
be  responsible  for  the  negligence  or  misconduct  of  any  such  agents  or
attorneys-in-fact selected by it in good faith.

                                      103
<PAGE>

                  10.02 Reliance by  Administrative  Agent.  The  Administrative
Agent  shall  be  entitled  to rely  upon  any  certification,  notice  or other
communication  (including,   without  limitation,   any  thereof  by  telephone,
telecopy, telegram or cable) reasonably believed by it to be genuine and correct
and to have been signed or sent by or on behalf of the proper Person or Persons,
and upon advice and statements of legal  counsel,  independent  accountants  and
other  experts  selected  by the  Administrative  Agent.  As to any  matters not
expressly  provided  for by this  Agreement  or any  other  Loan  Document,  the
Administrative  Agent  shall in all cases be fully  protected  in acting,  or in
refraining from acting,  hereunder or thereunder in accordance with instructions
given by the Majority  Lenders or, if provided  herein,  in accordance  with the
instructions  given by the  Majority  Revolving  Credit  Lenders,  the  Majority
Facility A Term Loan Lenders,  the Majority  Facility B Term Loan  Lenders,  the
Majority  Incremental  Facility Lenders of a Series, or all of the Lenders as is
required in such  circumstance,  and such  instructions  of such Lenders and any
action taken or failure to act pursuant  thereto  shall be binding on all of the
Lenders.

                  10.03 Defaults.  The Administrative  Agent shall not be deemed
to  have  knowledge  or  notice  of  the  occurrence  of a  Default  unless  the
Administrative Agent has received notice from a Lender or the Company specifying
such Default and stating that such notice is a "Notice of Default". In the event
that the  Administrative  Agent  receives  such a notice of the  occurrence of a
Default,  the  Administrative  Agent  shall give  prompt  notice  thereof to the
Lenders.  The Administrative  Agent shall (subject to Section 10.07 hereof) take
such action with  respect to such  Default as shall be directed by the  Majority
Lenders or, if provided  herein,  the Majority  Revolving  Credit  Lenders,  the
Majority Facility A Term Loan Lenders, the Majority Facility B Term Loan Lenders
or the Majority Incremental Facility Lenders of a Series,  provided that, unless
and until the  Administrative  Agent shall have  received such  directions,  the
Administrative  Agent may (but shall not be obligated  to) take such action,  or
refrain from taking such  action,  with respect to such Default as it shall deem
advisable  in the best  interest of the  Lenders  except to the extent that this
Agreement  expressly  requires that such action be taken, or not be taken,  only
with the consent or upon the authorization of the Majority Lenders, the Majority
Revolving  Credit  Lenders,  the  Majority  Facility  A Term Loan  Lenders,  the
Majority Facility B Term Loan Lenders, the Majority Incremental Facility Lenders
of a Series, or all of the Lenders.

                  10.04 Rights as a Lender.  With respect to its Commitments and
the Loans made by it, Chase (and any successor acting as  Administrative  Agent)
in its  capacity  as a Lender  hereunder  shall have the same  rights and powers
hereunder  as any other  Lender and may  exercise the same as though it were not
acting as the  Administrative  Agent,  and the term "Lender" or "Lenders" shall,
unless the context otherwise indicates,  include the Administrative Agent in its
individual  capacity.  Chase (and any successor acting as Administrative  Agent)
and its affiliates may (without having to account therefor to any Lender) accept
deposits from,  lend money to, make  investments in and generally  engage in any
kind of  banking,  trust or other  


                                      104
<PAGE>

business with the Company (and any of its  Subsidiaries  or Affiliates) as if it
were not acting as the Administrative  Agent, and Chase (and any such successor)
and its affiliates may accept fees and other  consideration from the Company for
services in  connection  with this  Agreement  or  otherwise  without  having to
account for the same to the Lenders.

                  10.05  Indemnification.  The Lenders  agree to  indemnify  the
Administrative  Agent (to the extent not reimbursed  under Section 11.03 hereof,
but without  limiting the  obligations  of the Company under said Section 11.03)
ratably in accordance with the aggregate  principal  amount of the Loans held by
the Lenders (or, if no Loans are at the time outstanding,  ratably in accordance
with their respective  Commitments),  for any and all liabilities,  obligations,
losses,  damages,  penalties,  actions,  judgments,  suits,  costs,  expenses or
disbursements of any kind and nature whatsoever that may be imposed on, incurred
by or  asserted  against  the  Administrative  Agent  (including  by any Lender)
arising  out of or by  reason of any  investigation  in any way  relating  to or
arising out of this Agreement or any other Loan Document or any other  documents
contemplated   by  or  referred  to  herein  or  therein  or  the   transactions
contemplated  hereby or thereby (including,  without  limitation,  the costs and
expenses that the Company is obligated to pay under  Section  11.03 hereof,  but
excluding,   unless  a  Default  has   occurred   and  is   continuing,   normal
administrative  costs and  expenses  incident to the  performance  of its agency
duties hereunder) or the enforcement of any of the terms hereof or thereof or of
any such other documents, provided that no Lender shall be liable for any of the
foregoing  to the  extent  they  arise  from the  gross  negligence  or  willful
misconduct of the Administrative Agent.

                  10.06 Non-Reliance on Administrative  Agent and Other Lenders.
Each  Lender  agrees  that it has,  independently  and  without  reliance on the
Administrative  Agent or any  other  Lender,  and  based on such  documents  and
information as it has deemed  appropriate,  made its own credit  analysis of the
Company and its  Subsidiaries and decision to enter into this Agreement and that
it will, independently and without reliance upon the Administrative Agent or any
other  Lender,  and based on such  documents  and  information  as it shall deem
appropriate  at the time,  continue to make its own  analysis  and  decisions in
taking or not  taking  action  under  this  Agreement  or under  any other  Loan
Document. The Administrative Agent shall not be required to keep itself informed
as to the  performance  or observance by the Company of this Agreement or any of
the other Loan  Documents  or any other  document  referred to or  provided  for
herein or therein or to inspect the Properties or books of the Company or any of
its  Subsidiaries.   Except  for  notices,   reports  and  other  documents  and
information   expressly   required  to  be  furnished  to  the  Lenders  by  the
Administrative   Agent   hereunder   or  under  the  Security   Documents,   the
Administrative  Agent shall not have any duty or  responsibility  to provide any
Lender with any credit or other  information  concerning the affairs,  financial
condition or business of the Company or any of its Subsidiaries (or any of their
affiliates) that may come into the possession of the Administrative Agent or any
of its affiliates.

                                      105
<PAGE>

                  10.07 Failure to Act. Except for action expressly  required of
the  Administrative  Agent  hereunder  and under the other Loan  Documents,  the
Administrative  Agent  shall in all  cases  be fully  justified  in  failing  or
refusing  to act  hereunder  and  thereunder  unless  it shall  receive  further
assurances  to its  satisfaction  from  the  Lenders  of  their  indemnification
obligations under Section 10.05 hereof against any and all liability and expense
that may be  incurred by it by reason of taking or  continuing  to take any such
action.

                  10.08 Resignation or Removal of Administrative  Agent. Subject
to the  appointment  and  acceptance  of a  successor  Administrative  Agent  as
provided below, the Administrative Agent may resign at any time by giving notice
thereof to the  Lenders and the  Company,  and the  Administrative  Agent may be
removed at any time with or without cause by the Majority Lenders. Upon any such
resignation  or  removal,  the  Majority  Lenders  shall  have the right  (after
consultation with the Company) to appoint a successor  Administrative  Agent. If
no successor  Administrative  Agent shall have been so appointed by the Majority
Lenders  and shall  have  accepted  such  appointment  within 30 days  after the
retiring  Administrative Agent's giving of notice of resignation or the Majority
Lenders'  removal  of the  retiring  Administrative  Agent,  then  the  retiring
Administrative  Agent  may,  on  behalf  of the  Lenders,  appoint  a  successor
Administrative  Agent,  that shall be a bank that has an office in New York, New
York with a combined  capital  and  surplus of at least  $500,000,000.  Upon the
acceptance of any appointment as  Administrative  Agent hereunder by a successor
Administrative  Agent,  such  successor  Administrative  Agent  shall  thereupon
succeed to and become vested with all the rights, powers,  privileges and duties
of the retiring  Administrative  Agent,  and the retiring  Administrative  Agent
shall be  discharged  from its  duties  and  obligations  hereunder.  After  any
retiring   Administrative   Agent's   resignation   or  removal   hereunder   as
Administrative Agent, the provisions of this Section 10 shall continue in effect
for its  benefit in respect  of any  actions  taken or omitted to be taken by it
while it was acting as the Administrative Agent.

                  10.09 Consents under Other Loan Documents. Except as otherwise
provided  in  Section  11.04  hereof  with  respect  to  this   Agreement,   the
Administrative  Agent may, with the prior  consent of the Majority  Lenders (but
not otherwise),  consent to any modification,  supplement or waiver under any of
the Loan Documents, provided that, without the prior consent of each Lender, the
Administrative  Agent shall not (except as  provided  herein or in the  Security
Documents)  release any  collateral  or otherwise  terminate  any Lien under any
Security  Document  providing  for  collateral  security,  agree  to  additional
obligations being secured by such collateral  security (unless the Lien for such
additional  obligations  shall be  junior  to the  Lien in  favor  of the  other
obligations secured by such Security Document, in which event the Administrative
Agent may consent to such junior  Lien  provided  that it obtains the consent of
the Majority Lenders thereto),  alter the relative priorities of the obligations
entitled to the benefits of the Liens  created  under the Security  Documents or
release any guarantor under any Security Document from its guarantee obligations
thereunder,   except  that  no  such  consent   shall  be   required,   and  the
Administrative  Agent 


                                      106
<PAGE>

is hereby  authorized  (and,  the  Administrative  Agent hereby  agrees with the
Company) to, release any Lien covering Property (and release any such guarantor)
that is the subject of either a disposition of Property permitted hereunder or a
disposition to which the Majority Lenders have consented.

                  10.10 The Syndication Agent and Documentation Agent. Except as
expressly  provided herein,  neither the Syndication Agent nor the Documentation
Agent shall have any rights or  obligations  under this  Agreement or any of the
other  Loan  Documents  except (in the case of the  Documentation  Agent) in its
capacity as a "Lender" hereunder.

                  10.11 Control Affiliates of Lenders. Each Lender hereby agrees
with the  Administrative  Agent that, to the extent any of such Lender's Control
Affiliates  shall be entitled to the benefits of any of the collateral  security
or guaranties  provided pursuant to any of the Security  Documents,  such Lender
will cause such Control  Affiliate to perform and be bound by the  provisions of
this Section 10 as if such Control Affiliate  constituted a Lender hereunder and
had appointed the Administrative Agent as its agent for purposes of the Security
Documents; in taking any action hereunder at the instruction or authorization of
any Lender  (including any such action taken at the instruction or authorization
of the  Majority  Lenders),  the  Administrative  Agent  shall  be  entitled  to
conclusively   presume  that  the  instruction  or  authorization  of  a  Lender
constitutes a like  instruction or  authorization  of each Control  Affiliate of
such Lender entitled to the benefits of the Security Documents.


                  Section 11.  Miscellaneous.

                  11.01  Waiver.  No failure  on the part of the  Administrative
Agent or any Lender to  exercise  and no delay in  exercising,  and no course of
dealing with  respect to, any right,  power or  privilege  under this  Agreement
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any right, power or privilege under this Agreement preclude any other or further
exercise  thereof or the exercise of any other right,  power or  privilege.  The
remedies  provided  herein are  cumulative  and not  exclusive  of any  remedies
provided by law.

                  11.02  Notices.  Except  in the  case  of  notices  and  other
communications  expressly  permitted to be given by  telephone,  all notices and
other  communications  provided  for  herein  shall be in  writing  and shall be
delivered  by  hand  or  overnight  courier  service,  mailed  by  certified  or
registered mail or sent by telecopy, as follows:

                  (a) if to the Company,  to it at 1777 South  Harrison  Street,
         Suite P-200, Denver,  Colorado 80210,  attention of John S. Koo, Senior
         Vice President and Chief Financial Officer (Telecopy No.  303-757-6105)
         with  a  copy  to  Edwards  &  Angell,  101  Federal  Street,   Boston,
         Massachusetts 02110, attention of Stephen O.
         Meredith, Esq. (Telecopy No. 617-439-4170);

                                      107
<PAGE>

                  (b) if to the  Administrative  Agent,  to The Chase  Manhattan
         Bank, 1 Chase  Manhattan  Plaza,  8th Floor,  New York, New York 10081,
         attention Loan and Agency Services Group  (Telecopy No.  212-552-5658),
         with a copy to The Chase Manhattan Bank, 270 Park Avenue, New York, New
         York  10017,  Attention  of  Thomas  G.  Malone  and  David G.  Staples
         (Telecopy No. 212-270-1848 or 212-270-4584); and

                  (c) if to a Lender,  to it at its address (or telecopy number)
         set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications  hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

                  11.03  Expenses,  Etc. The Company  agrees to pay or reimburse
each of the  Lenders  and  the  Administrative  Agent  for:  (a) all  reasonable
out-of-pocket  costs and expenses of the Agents (including,  without limitation,
the reasonable fees and expenses of Milbank, Tweed, Hadley & McCloy, special New
York  counsel to Chase) in  connection  with (i) the  negotiation,  preparation,
execution and delivery of this  Agreement  and the other Loan  Documents and the
making of the Loans  hereunder and (ii) the  negotiation  or  preparation of any
modification,  supplement or waiver of any of the terms of this Agreement or any
of the other Loan  Documents  (whether or not  consummated);  (b) all reasonable
out-of-pocket  costs and  expenses of the Lenders and the  Administrative  Agent
(including,  without  limitation,  the  reasonable  fees and  expenses  of legal
counsel) in connection  with (i) any Default and any  enforcement  or collection
proceedings resulting therefrom,  including,  without limitation,  all manner of
participation  in  or  other   involvement  with  (x)  bankruptcy,   insolvency,
receivership,  foreclosure,  winding up or liquidation proceedings, (y) judicial
or regulatory  proceedings and (z) workout,  restructuring or other negotiations
or  proceedings  (whether  or not  the  workout,  restructuring  or  transaction
contemplated  thereby is  consummated)  and (ii) the enforcement of this Section
11.03; (c) all transfer,  stamp, documentary or other similar taxes, assessments
or charges levied by any  governmental  or revenue  authority in respect of this
Agreement or any of the other Loan Documents or any other  document  referred to
herein or therein and all costs, expenses,  taxes, assessments and other charges
incurred in connection with any filing, registration, recording or perfection of
any  security  interest  contemplated  by any  Security  Document  or any  other
document referred to therein;  and (d) all costs,  expenses and other charges in
respect of title insurance  procured with respect to the Liens created  pursuant
to the Mortgages.

                  The Company  hereby  agrees to  indemnify  the  Administrative
Agent,  the Syndication  Agent and each Lender and their  respective  directors,
officers,  employees,  attorneys and agents from, and hold each of them harmless
against, any and all losses,  liabilities,  claims, damages or expenses incurred
by any of them (including,  without limitation, any and all losses,


                                      108
<PAGE>

liabilities, claims, damages or expenses incurred by the Administrative Agent to
any  Lender,  whether or not the  Administrative  Agent or any Lender is a party
thereto) arising out of or by reason of any investigation or litigation or other
proceedings  (including  any  threatened  investigation  or  litigation or other
proceedings)  relating to the Loans  hereunder  or any actual or proposed use by
the  Company  or any of its  Subsidiaries  of the  proceeds  of any of the Loans
hereunder,  including, without limitation, the reasonable fees and disbursements
of counsel  incurred in connection with any such  investigation or litigation or
other proceedings (but excluding any such losses,  liabilities,  claims, damages
or expenses incurred by reason of the gross negligence or willful  misconduct of
the Person to be indemnified). Without limiting the generality of the foregoing,
the Company will  indemnify the  Administrative  Agent and each Lender from, and
hold the  Administrative  Agent and each Lender  harmless  against,  any losses,
liabilities,  claims,  damages or expenses  described in the preceding  sentence
(including  any Lien filed against any Property  covered by the Mortgages or any
part of the Mortgage Estate thereunder in favor of any governmental  entity, but
excluding,  as provided in the preceding sentence,  any loss, liability,  claim,
damage  or  expense  incurred  by  reason of the  gross  negligence  or  willful
misconduct of the Person to be indemnified)  arising under any Environmental Law
as a result of the past,  present or future  operations of the Company or any of
its  Subsidiaries  (or any  predecessor in interest to the Company or any of its
Subsidiaries),  or the past, present or future condition of any site or facility
owned,  operated or leased at any time by the Company or any of its Subsidiaries
(or any such predecessor in interest),  or any Release or threatened  Release of
any Hazardous Materials at or from any such site or facility, excluding any such
Release or  threatened  Release  that  shall  occur  during any period  when the
Administrative  Agent or any Lender shall be in  possession  of any such site or
facility following the exercise by the Administrative Agent or any Lender of any
of its rights and remedies hereunder or under any of the Security Documents, but
including any such Release or threatened  Release  occurring  during such period
that is a continuation  of conditions  previously in existence,  or of practices
employed by the Company and its Subsidiaries, at such site or facility.

                  11.04 Amendments,  Etc. Except as otherwise expressly provided
in  this  Agreement,  any  provision  of  this  Agreement  may  be  modified  or
supplemented  only by an  instrument  in writing  signed by the  Company and the
Majority Lenders, or by the Company and the Administrative Agent acting with the
consent of the Majority  Lenders,  and any  provision of this  Agreement  may be
waived by the Majority  Lenders or by the  Administrative  Agent acting with the
consent of the Majority Lenders; provided that: (a) no modification,  supplement
or waiver shall,  unless by an instrument signed by all of the Lenders or by the
Administrative  Agent  acting  with  the  consent  of all of  the  Lenders:  (i)
increase,  or extend the term of any of the  Commitments,  or extend the time or
waive  any   requirement  for  the  reduction  or  termination  of  any  of  the
Commitments,  (ii) extend the date fixed for the scheduled  payment of principal
of or interest on any Loan or any fee hereunder,  (iii) reduce the amount of any
such  payment of  principal,  (iv) reduce the rate at which  interest is payable
thereon or any fee is payable hereunder,  (v) alter the manner in which payments
or  prepayments  of  principal,  interest or other  


                                      109
<PAGE>

amounts  hereunder  shall be applied as between the Lenders or Classes of Loans,
(vi) alter the terms of this Section  11.04,  (vii) modify the definition of the
term "Majority Lenders", "Majority Revolving Credit Lenders", "Majority Facility
A Term Loan  Lenders",  "Majority  Facility B Term Loan  Lenders"  or  "Majority
Incremental  Facility  Lenders"  or  modify in any other  manner  the  number or
percentage  of the  Lenders  required  to make any  determinations  or waive any
rights hereunder or to modify any provision  hereof,  or (viii) waive any of the
conditions  precedent set forth in Section 6.01 hereof; and (b) any modification
or  supplement  of Section  10 hereof,  or of any of the rights or duties of the
Administrative Agent hereunder,  shall require the consent of the Administrative
Agent.

                  Anything in the Agreement to the contrary notwithstanding,  no
waiver or  modification  of any provision of this  Agreement that has the effect
(either  immediately or at some later time) of enabling the Company to satisfy a
condition  precedent  to the making of a Revolving  Credit  Loan or  Incremental
Facility  Loan of any Series shall be  effective  against the  Revolving  Credit
Lenders or  Incremental  Facility  Lenders of such  Series for  purposes  of the
Revolving Credit Commitments and Incremental Facility Commitments of such Series
unless the Majority Revolving Credit Lenders and Majority  Incremental  Facility
Lenders of such Series shall have concurred with such waiver or modification.

                  11.05 Successors and Assigns.  This Agreement shall be binding
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors and permitted assigns.

                  11.06  Assignments and Participations.

                  (a)  The   Company  may  not  assign  any  of  its  rights  or
obligations  hereunder  without the prior  consent of all of the Lenders and the
Administrative Agent.

                  (b)  Each   Lender  may  assign  any  of  its  Loans  and  its
Commitments (but only with the consent of each of the Administrative  Agent, the
Syndication  Agent and the Company,  which  consents  shall not be  unreasonably
withheld or delayed); provided that:

                  (i) no such  consent by such  Agents  shall be required in the
case of any assignment to another Lender;

                  (ii) except to the extent  such  Agents and the Company  shall
         otherwise  consent,  any such partial assignment (other than to another
         Lender) shall be in an amount at least equal to $5,000,000;

                  (iii) each such assignment by a Lender of its Revolving Credit
         Loans or Revolving  Credit  Commitment  shall be made in such manner so
         that the same  portion  of 


                                      110
<PAGE>

                  its Revolving Credit Loans and Revolving Credit  Commitment is
         assigned to the respective assignee;

                  (iv) each such  assignment  by a Lender of its Facility A Term
         Loans or Facility A Term Loan  Commitment  shall be made in such manner
         so that the same  portion of its  Facility A Term Loans and  Facility A
         Term Loan Commitment is assigned to the respective assignee;

                  (v) each such  assignment  by a Lender of its  Facility B Term
         Loans or Facility B Term Loan  Commitment  shall be made in such manner
         so that the same  portion of its  Facility B Term Loans and  Facility B
         Term Loan Commitment is assigned to the respective assignee;

                  (vi)  each  such  assignment  by a Lender  of its  Incremental
         Facility Loans of any Series or Incremental  Facility Commitment of any
         Series  shall be made in such  manner so that the same  portion  of its
         Incremental  Facility Loans and Incremental Facility Commitment of such
         Series is assigned to the respective assignee; and

                  (vii) upon each such  assignment,  the  assignor  and assignee
         shall deliver to the Company and each of such Agents an Assignment  and
         Acceptance  in the form of  Exhibit A hereto  and the  assignee,  if it
         shall not be a Lender,  shall  deliver to the  Administrative  Agent an
         Administrative Questionnaire; and

                  (viii) any consent of the  Company  otherwise  required  under
         this  paragraph  (b) shall not be  required  if an Event of Default has
         occurred and is continuing.

Upon  execution and delivery by the assignor and the assignee to the Company and
the  Administrative  Agent of an  Assignment  and  Acceptance,  and upon consent
thereto by such Agents to the extent required above, the assignee shall have, to
the extent of such assignment (unless otherwise  consented to by the Company and
such Agents), the obligations, rights and benefits of a Lender hereunder holding
the  Commitment(s)  and Loans (or portions thereof) assigned to it and specified
in such Assignment and Acceptance (in addition to the  Commitment(s)  and Loans,
if any,  theretofore  held by such assignee) and the assigning  Lender shall, to
the extent of such assignment, be released from the Commitment(s) (or portion(s)
thereof) so assigned.  Upon each such assignment the assigning  Lender shall pay
the Administrative Agent an assignment fee of $3,500.

                  (c) A Lender  may  sell or agree to sell to one or more  other
Persons (each a  "Participant")  a participation in all or any part of any Loans
held by it, or in its Commitments, provided that such Participant shall not have
any rights or  obligations  under this Agreement or any other Loan Document (the
Participant's  rights against such Lender in respect of such


                                      111
<PAGE>

participation to be those set forth in the agreements executed by such Lender in
favor of the  Participant).  All  amounts  payable by the  Company to any Lender
under  Section 5 hereof in respect  of Loans  held by it,  and its  Commitments,
shall  be  determined  as if such  Lender  had not  sold or  agreed  to sell any
participations in such Loans and Commitments, and as if such Lender were funding
each of such Loan and Commitments in the same way that it is funding the portion
of such Loan and  Commitments in which no  participations  have been sold. In no
event shall a Lender that sells a  participation  agree with the  Participant to
take or  refrain  from  taking  any  action  hereunder  or under any other  Loan
Document  except  that such Lender may agree with the  Participant  that it will
not, without the consent of the Participant, agree to (i) increase or extend the
term of such Lender's  Commitments or extend the amount or date of any scheduled
reduction of such Commitments  pursuant to Section 2.03 hereof,  (ii) extend the
date fixed for the payment of  principal  of or interest on the related  Loan or
Loans or any  portion of any fee  hereunder  payable to the  Participant,  (iii)
reduce the rate at which  interest  is  payable  thereon,  or any fee  hereunder
payable to the  Participant,  to a level below the rate at which the Participant
is entitled to receive such interest or fee or (iv) consent to any modification,
supplement or waiver hereof or of any of the other Loan  Documents to the extent
that the same, under Section 10.09 or 11.04 hereof, requires the consent of each
Lender.

                  (d)  In  addition  to  the  assignments   and   participations
permitted under the foregoing  provisions of this Section 11.06,  any Lender may
(without  notice to the  Company,  the Agents or any other  Lender  and  without
payment of any fee)  assign and pledge all or any portion of its Loans to secure
obligations of such Lender, including any such assignment or pledge to a Federal
Reserve Bank as collateral  security  pursuant to Regulation A and any Operating
Circular  issued by such  Federal  Reserve Bank and any Lender may assign all or
any portion of its rights under this Agreement and its Loans to an affiliate. No
such  assignment  or  pledge  shall  release  the  assigning   Lender  from  its
obligations hereunder.

                  (e) A  Lender  may  furnish  any  information  concerning  the
Company or any of its Subsidiaries in the possession of such Lender from time to
time  to  assignees  and  participants   (including  prospective  assignees  and
participants), subject, however, to the provisions of Section 11.12(b) hereof.

                  (f)   Anything  in  this   Section   11.06  to  the   contrary
notwithstanding,  no Lender may assign or  participate  any interest in any Loan
held by it hereunder  to the Company or any of its  Affiliates  or  Subsidiaries
without the prior consent of each Lender.

                  (g) The  Administrative  Agent,  acting for this purpose as an
agent of the  Company,  shall  maintain at one of its offices in The City of New
York a copy of each Assignment and Acceptance delivered to it and a register for
the  recordation of the names and addresses of the Lenders,  and the Commitments
of, and  principal  amount of the Loans owing to,  each  Lender  pursuant to the
terms  hereof from time to time (the  "Register").  The entries in the  


                                      112
<PAGE>

Register shall be conclusive,  and the Company, the Administrative Agent and the
Lenders may treat each Person whose name is recorded in the Register pursuant to
the terms  hereof as a Lender  hereunder  for all  purposes  of this  Agreement,
notwithstanding  notice to the  contrary.  The Register  shall be available  for
inspection by the Company and any Lender,  at any reasonable  time and from time
to time upon reasonable prior notice.

                  (h)  Upon  its  receipt  of a duly  completed  Assignment  and
Acceptance  executed by an  assigning  Lender and an  assignee,  the  assignee's
completed  Administrative  Questionnaire (unless the assignee shall already be a
Lender  hereunder),  the processing and recordation fee referred to in paragraph
(b) of this  Section  and any  written  consent to such  assignment  required by
paragraph  (b) of this  Section,  the  Administrative  Agent  shall  accept such
Assignment and Acceptance and record the  information  contained  therein in the
Register. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph.

                  11.07 Survival.  The obligations of the Company under Sections
5.01,  5.05,  5.06 and 11.03 hereof,  and the  obligations  of the Lenders under
Section  10.05  hereof,  shall  survive  the  repayment  of the  Loans  and  the
termination  of the  Commitments  and, in the case of any Lender that may assign
any interest in its Commitments or Loans hereunder,  shall survive the making of
such  assignment,  notwithstanding  that such assigning Lender may cease to be a
"Lender"  hereunder.  In addition,  each  representation  and warranty  made, or
deemed to be made by a notice  of any Loan,  herein  or  pursuant  hereto  shall
survive the making of such  representation and warranty,  and no Lender shall be
deemed to have waived,  by reason of making any Loan, any Default that may arise
by reason of such  representation  or  warranty  proving  to have been  false or
misleading,  notwithstanding  that such Lender or the  Administrative  Agent may
have had notice or knowledge or reason to believe  that such  representation  or
warranty was false or misleading at the time such Loan was made.

                  11.08 Captions. The table of contents and captions and section
headings  appearing  herein are included solely for convenience of reference and
are  not  intended  to  affect  the  interpretation  of any  provision  of  this
Agreement.

                  11.09  Counterparts.  This  Agreement  may be  executed in any
number of counterparts, all of which taken together shall constitute one and the
same  instrument  and any of the parties  hereto may execute  this  Agreement by
signing any such counterpart.

                  11.10  Governing  Law;   Submission  to   Jurisdiction.   This
Agreement shall be governed by, and construed in accordance with, the law of the
State of New York. The Company hereby submits to the  nonexclusive  jurisdiction
of the United States District Court for the Southern District of New York and of
the Supreme Court of the State of New York sitting in New York County (including
its Appellate  Division),  and of any other  appellate court in the 


                                      113
<PAGE>

State of New York, for the purposes of all legal  proceedings  arising out of or
relating to this Agreement or the transactions  contemplated hereby. The Company
hereby  irrevocably  waives,  to the fullest extent permitted by applicable law,
any  objection  that it may now or hereafter  have to the laying of the venue of
any  such  proceeding  brought  in such a court  and any  claim  that  any  such
proceeding brought in such a court has been brought in an inconvenient forum.

                  11.11 Waiver of Jury Trial.  EACH OF THE  COMPANY,  THE AGENTS
AND THE LENDERS HEREBY  IRREVOCABLY  WAIVES,  TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE  LAW,  ANY AND ALL  RIGHT TO TRIAL  BY JURY IN ANY  LEGAL  PROCEEDING
ARISING OUT OF OR RELATING TO THIS  AGREEMENT OR THE  TRANSACTIONS  CONTEMPLATED
HEREBY.

                  11.12  Treatment of Certain Information; Confidentiality.

                  (a) The Company  acknowledges that from time to time financial
advisory,  investment  banking and other  services may be offered or provided to
the  Company  or one or  more  of its  Subsidiaries  (in  connection  with  this
Agreement  or  otherwise)  by  any  Lender  or by one or  more  subsidiaries  or
affiliates of such Lender and the Company hereby authorizes each Lender to share
any  information  delivered  to such Lender by the Company and its  Subsidiaries
pursuant to this Agreement, or in connection with the decision of such Lender to
enter  into  this  Agreement,  to any such  subsidiary  or  affiliate,  it being
understood  that any such  subsidiary or affiliate  receiving  such  information
shall be bound by the  provisions  of paragraph (b) below as if it were a Lender
hereunder.  Such authorization  shall survive the repayment of the Loans and the
termination of the Commitments.

                  (b) Each of the  Lenders  and the  Agents  agree (on behalf of
itself  and  each  of  its  affiliates,   directors,   officers,  employees  and
representatives)  to  use  reasonable  precautions  to  keep  confidential,   in
accordance with their customary procedures for handling confidential information
of the same  nature  and in  accordance  with  safe and sound  banking  or other
lending  practices,  any  non-public  information  supplied to it by any Obligor
pursuant to this  Agreement or any other Loan Document to which it is party that
is  identified  by such  Obligor as being  confidential  at the time the same is
delivered to the Lenders or the Agents, provided that nothing herein shall limit
the disclosure of any such  information  (i) after such  information  shall have
become  public (other than through a violation of this Section  11.12),  (ii) to
the extent required by statute,  rule, regulation or judicial process,  (iii) to
counsel  for any of the Lenders or the Agents,  (iv) to bank  examiners  (or any
other regulatory  authority,  including the NAIC,  having  jurisdiction over any
Lender or the Agents),  or to auditors or accountants,  (v) to the Agents or any
other Lender (or to Chase Securities, Inc. or J.P. Morgan Securities Inc.), (vi)
in connection with any litigation to which any one or more of the Lenders or the
Agents is a party,  or in connection  with the enforcement of rights or remedies
hereunder or under any other Loan  Document,  (vii) to a subsidiary or affiliate
of such Lender as provided in  paragraph  (a) above  


                                      114
<PAGE>

(viii) or to any Person who evaluates,  approves,  structures or administers the
Loans on behalf of a Lender and who is subject to this confidentiality provision
or (ix) to any assignee or participant (or prospective  assignee or participant)
so long as such assignee or participant (or prospective assignee or participant)
first executes and delivers to the respective Lender a Confidentiality Agreement
for the benefit of the Company substantially in the form of Exhibit I hereto (or
executes and delivers to such Lender an acknowledgement to the effect that it is
bound by the provisions of this Section 11.12(b),  which  acknowledgement may be
included  as  part  of the  respective  assignment  or  participation  agreement
pursuant to which such assignee or participant acquires an interest in the Loans
hereunder);  provided,  further,  that  in no  event  shall  any  Lender  or the
Administrative  Agent be obligated or required to return any materials furnished
by the Company.  The  obligations  of each Lender under this Section 11.12 shall
supersede and replace the  obligations of such Lender under the  confidentiality
letter in respect of this  financing  signed and delivered by such Lender to the
Company prior to the date hereof;  in addition,  the obligations of any assignee
that has  executed a  Confidentiality  Agreement in the form of Exhibit I hereto
shall be superseded by this Section 11.12 upon the date upon which such assignee
becomes a Lender hereunder pursuant to Section 11.06(b) hereof.

                  11.13  Limitation of Liability.  Anything  herein or in any of
the other Loan  Documents to the contrary  notwithstanding,  the Lenders and the
Agents  shall have no  recourse  to the assets of any of the direct or  indirect
general or limited  partners  of the  Company  (including,  without  limitation,
FrontierVision  Holdings,  except to the extent that FrontierVision Holdings has
pledged its assets pursuant to the Security  Documents,  to which it is a party,
and FrontierVision LP) with respect to the obligations of the Company under this
Agreement or any of the other Loan Documents.



                                      115
<PAGE>


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

                                FRONTIERVISION OPERATING
                                PARTNERS, L.P.

                      By:      FrontierVision Holdings, L.P., as general partner
                               of FrontierVision Operating Partners, L.P.

                       By:      Frontiervision Partners, L.P., as general 
                                partner of FrontierVision Holdings, L.P.

                             By:      FVP GP, L.P., as general partner of
                                      FrontierVision Partners, L.P.

                                    By:      FrontierVision Inc., as general
                                              partner of FVP GP, L.P.



                         By____________________________
                                     Title:

                  By its signature below each Subsidiary  Guarantor (i) consents
to this  Agreement and confirms that the  obligations  of the Company under this
Agreement and under the Notes (if any) and in respect of Pari Passu  Obligations
are entitled to the benefits of the Subsidiary  Guarantee  Agreement executed by
each  Subsidiary  Guarantor,  respectively,  (and shall  constitute  "Guaranteed
Obligations" (as defined in such Subsidiary  Guarantee  Agreement) under and for
all purposes of such Subsidiary  Guarantee  Agreement and (ii) together with the
Administrative  Agent (acting with the consent of the Majority Lenders under the
Existing Credit Agreement)  agrees that references in such Subsidiary  Guarantee
Agreement to the "Credit  Agreement"  shall be deemed to be  references  to this
Agreement.

FRONTIERVISION CAPITAL              FRONTIERVISION CABLE NEW ENGLAND, INC.
  CORPORATION



By____________________________      By____________________________
  Title:                                      Title:




                                      116
<PAGE>




                                     LENDERS

THE CHASE MANHATTAN BANK                      MORGAN GUARANTY TRUST COMPANY
                                              OF NEW YORK


By_________________________                 By_________________________
  Title:                                      Title:


CIBC INC.


By_________________________
  Title:

BANK OF MONTREAL, CHICAGO BRANCH            FIRST NATIONAL BANK OF CHICAGO


By_________________________                By_________________________
  Title:                                      Title:


FIRST UNION NATIONAL BANK             THE LONG-TERM CREDIT BANK OF JAPAN, LTD.,


                                       By_________________________
By_________________________                                      Title:
  Title:


UNION BANK OF CALIFORNIA                 FLEET NATIONAL BANK



By_________________________              By_______________________
  Title:                                 Title:

                                      117
<PAGE>

CO_PERATIEVE CENTRALE                        ABN AMRO BANK N.V.
RAIFFEISEN-BOERENLEENBANK 
B.A., "RABOBANK NEDERLAND", 
NEW YORK BRANCH

By_________________________               By_______________________
  Title:                                     Title:


BANKBOSTON, N.A.                           THE BANK OF NEW YORK


By_________________________                 By________________________
  Title:                                     Title:


DRESDNER BANK AG                           CREDIT LYONNAIS
NEW YORK AND GRAND CAYMAN   BRANCHES


By_________________________
  Title:                                     By_________________________
                                              Title:

By_________________________
   Title:


MELLON BANK, N.A.                             BANQUE PARIBAS


By_________________________                     By_________________________
   Title:                                        Title:

                                                By_________________________
                                                 Title:


                                      118
<PAGE>



PNC BANK, NATIONAL ASSOCIATION               ROYAL BANK OF CANADA


By_________________________                  By_________________________
  Title:                                     Title:



CITIZENS BANK OF RHODE ISLAND                BANQUE NATIONALE DE PARIS


By_________________________                   By_________________________
  Title:                                      Title:

                                             By_________________________
                                              Title:


U.S. BANK NATIONAL ASSOCIATION,               CRESTAR BANK
  DBA COLORADO NATIONAL BANK


By_________________________                    By_________________________
  Title:                                        Title:



FIRST HAWAIIAN BANK                         THE FUJI BANK, LIMITED


By_________________________                  By_________________________
  Title:                                         Title:



                                      119
<PAGE>



GENERAL ELECTRIC CAPITAL CORPORATION       INDUSTRIAL BANK OF JAPAN, 
                                           LIMITED, LOS ANGELES AGENCY

By_________________________                By_________________________
  Title:                                   Title:


THE MITSUBISHI TRUST & BANKING             THE SUMITOMO BANK, LIMITED
CORPORATION

By_________________________
  Title:                                     By_________________________
                                             Title:


SUNTRUST BANK, CENTRAL FLORIDA, N.A.         NATEXIS BANQUE BFCE


By_________________________
  Title:                                     By_________________________
                                             Title:

                                             By_________________________
                                             Title:

KZH HOLDING CORPORATION III                 VAN KAMPEN AMERICAN CAPITAL 
                                            PRIME RATE INCOME TRUST

                                            By_________________________
By_________________________                  Title:
  Title:


PILGRIM AMERICA PRIME RATE TRUST            MERRILL LYNCH SENIOR FLOATING 
                                            RATE FUND, INC.

By_________________________                 By_________________________
  Title:                                       Title:

                                      120
<PAGE>

OCTAGON CREDIT INVESTORS LOAN               THE TRAVELERS INSURANCE COMPANY
PORTFOLIO (A UNIT OF THE CHASE 
MANHATTAN BANK)

By_________________________                  By_________________________
  Title:                                      Title:


CREDIT AGRICOLE INDOSUEZ                     PFL LIFE INSURANCE COMPANY


By_________________________                    By_________________________
Title:                                         Title:
By_________________________                   
Title:


ROYALTON COMPANY
  BY: PACIFIC INVESTMENT MANAGEMENT COMPANY AS ITS
INVESTMENT ADVISOR


By_________________________
  Title:






                                      121
<PAGE>



THE CHASE MANHATTAN BANK,                   J.P. MORGAN SECURITIES INC.,
  as Administrative Agent                     as Syndication Agent



By_________________________                 By_________________________
  Title:                                      Title:


CIBC INC.,
  as Documentation Agent


By_________________________
  Title: