COX COMMUNICATIONS INC /DE/
EX-10.1 FIVE YEAR CREDIT AGREEMENT, DATED JUNE 4, 2004
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>g90197exv10w1.txt
<DESCRIPTION>EX-10.1 FIVE YEAR CREDIT AGREEMENT, DATED JUNE 4, 2004
<TEXT>
<PAGE>

                                                                    Exhibit 10.1

                                    FIVE-YEAR

                                CREDIT AGREEMENT

                            dated as of June 4, 2004

                                  by and among

                            COX COMMUNICATIONS, INC.

                                       and

                            The Lenders Party Hereto

                                       and

                               JPMORGAN CHASE BANK
                     as Administrative Agent for the Lenders

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

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

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

                       WACHOVIA BANK, NATIONAL ASSOCIATION
                             as Co-Syndication Agent

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

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

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

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

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

<PAGE>

                            COX COMMUNICATIONS, INC.

                                Table of Contents

<TABLE>
<S>                                                                                                                     <C>
ARTICLE I ...........................................................................................................    1
     SECTION 1.01.  Defined Terms....................................................................................    1
     SECTION 1.02.  Terms Generally..................................................................................   15
     SECTION 1.03.  Accounting Terms; GAAP...........................................................................   15

ARTICLE II ..........................................................................................................   15
     SECTION 2.01.  Revolving Credit Loans...........................................................................   15
     SECTION 2.02.  Setoff, Counterclaims and Taxes..................................................................   24
     SECTION 2.03.  Withholding Tax Exemption........................................................................   24
     SECTION 2.04.  Discretionary Loans..............................................................................   25
     SECTION 2.05.  Interest Election................................................................................   26
     SECTION 2.06.  Obligations Several, Not Joint...................................................................   28
     SECTION 2.07.  Replacement of Lenders...........................................................................   28
     SECTION 2.08.  Letters of Credit................................................................................   28
     SECTION 2.09.  Evidence of Debt.................................................................................   32

ARTICLE III .........................................................................................................   33
     SECTION 3.01.  Optional Prepayments.............................................................................   33
     SECTION 3.02.  Required Prepayments.............................................................................   33
     SECTION 3.03.  Place, etc. of Payments and Prepayments..........................................................   34

ARTICLE IV ..........................................................................................................   35
     SECTION 4.01.  Optional Reduction or Termination of Commitments.................................................   35
     SECTION 4.02.  Termination of Commitments.......................................................................   35
     SECTION 4.03.  Commitment Fees..................................................................................   35
     SECTION 4.04.  LC Participation Fees............................................................................   36
     SECTION 4.05   Administrative Agent's Fee.......................................................................   36

ARTICLE V ...........................................................................................................   36

ARTICLE VI ..........................................................................................................   36
     SECTION 6.01.  Organization; Qualification; Subsidiaries........................................................   36
     SECTION 6.02.  Financial Statements.............................................................................   37
     SECTION 6.03.  Actions Pending..................................................................................   37
     SECTION 6.04.  Default..........................................................................................   37
     SECTION 6.05.  Title to Assets..................................................................................   37
     SECTION 6.06.  Payment of Taxes.................................................................................   37
     SECTION 6.07.  Conflicting or Adverse Agreements or Restrictions................................................   38
     SECTION 6.08.  Purpose of Loans.................................................................................   38
     SECTION 6.09.  Authority; Validity..............................................................................   38
     SECTION 6.10.  Consents or Approvals............................................................................   38
     SECTION 6.11.  Compliance with Law..............................................................................   38
     SECTION 6.12.  ERISA ...........................................................................................   39
     SECTION 6.13.  Investment Company Act...........................................................................   39
</TABLE>

                                        i
<PAGE>

<TABLE>
<S>                                                                                                                     <C>
     SECTION 6.14.  Disclosure.......................................................................................   39
     SECTION 6.15.  Material Franchise Agreements....................................................................   39
     SECTION 6.16.  Quality of CATV Systems..........................................................................   39

ARTICLE VII .........................................................................................................   40
     SECTION 7.01.  Conditions Precedent to the Initial Extension of Credit..........................................   40
     SECTION 7.02.  Conditions Precedent to Each Extension of Credit.................................................   40

ARTICLE VIII ........................................................................................................   41
     SECTION 8.01.  Certain Financial Covenants......................................................................   41
     SECTION 8.02.  Financial Statements and Information.............................................................   42
     SECTION 8.03.  Existence; Laws; Obligations.....................................................................   44
     SECTION 8.04.  Notice of Litigation and Other Matters...........................................................   44
     SECTION 8.05.  Books and Records................................................................................   44
     SECTION 8.06.  Inspection of Property and Records...............................................................   45
     SECTION 8.07.  Maintenance of Property; Insurance...............................................................   45
     SECTION 8.08.  ERISA............................................................................................   45
     SECTION 8.09.  Maintenance of Business Lines....................................................................   45
     SECTION 8.10.  Compliance with Material Franchise Agreements and FCC Licenses...................................   45

ARTICLE IX ..........................................................................................................   46
     SECTION 9.01.  Mortgages, Etc...................................................................................   46
     SECTION 9.02.  Merger; Consolidation; Disposition of Assets.....................................................   47
     SECTION 9.03.  Restricted Payments..............................................................................   47
     SECTION 9.04.  Limitation on Margin Stock.......................................................................   47
     SECTION 9.05.  Loans and Advances to and Investments in Unrestricted Subsidiaries...............................   47
     SECTION 9.06.  Debt.............................................................................................   48
     SECTION 9.07.  Transactions with Affiliates.....................................................................   48

ARTICLE X ...........................................................................................................   48
     SECTION 10.01.  Failure to Pay Principal or Interest............................................................   49
     SECTION 10.02.  Failure to Pay Other Sums.......................................................................   49
     SECTION 10.03.  Failure to Pay Other Debt.......................................................................   49
     SECTION 10.04.  Misrepresentation or Breach of Warranty.........................................................   50
     SECTION 10.05.  Violation of Certain Covenants..................................................................   50
     SECTION 10.06.  Violation of Other Covenants, etc...............................................................   50
     SECTION 10.07.  Undischarged Judgment...........................................................................   50
     SECTION 10.08.  Change of Control...............................................................................   50
     SECTION 10.09.  Assignment for Benefit of Creditors or Nonpayment of Debts......................................   50
     SECTION 10.10.  Voluntary Bankruptcy............................................................................   50
     SECTION 10.11.  Involuntary Bankruptcy..........................................................................   50
     SECTION 10.12.  Dissolution.....................................................................................   51

ARTICLE XI ..........................................................................................................   51

ARTICLE XII .........................................................................................................   52
     SECTION 12.01.  Appointment of Administrative Agent.............................................................   52
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                                     <C>
     SECTION 12.02.  Indemnification of Administrative Agent.........................................................   52
     SECTION 12.03.  Limitation of Liability.........................................................................   52
     SECTION 12.04.  Independent Credit Decision.....................................................................   53
     SECTION 12.05.  Rights of JPMCB.................................................................................   53
     SECTION 12.06.  Successor to the Administrative Agent...........................................................   53
     SECTION 12.07.  Other Agents and Sub-Agents.....................................................................   54

ARTICLE XIII ........................................................................................................   54
     SECTION 13.01.  Payment of Expenses.............................................................................   54
     SECTION 13.02.  Notices.........................................................................................   55
     SECTION 13.03.  Setoff..........................................................................................   55
     SECTION 13.04.  Indemnity and Judgments.........................................................................   56
     SECTION 13.05.  Interest........................................................................................   57
     SECTION 13.06.  Governing Law; Submission to Jurisdiction; Venue................................................   57
     SECTION 13.07.  Survival of Representations and Warranties; Binding Effect; Assignment..........................   58
     SECTION 13.08.  Counterparts....................................................................................   62
     SECTION 13.09.  Severability....................................................................................   62
     SECTION 13.10.  Descriptive Headings............................................................................   62
     SECTION 13.11.  Representation of the Lenders; Notification by the Lenders......................................   62
     SECTION 13.12.  Final Agreement of the Parties..................................................................   62
     SECTION 13.13.  Waiver of Jury Trial............................................................................   63
     SECTION 13.14.  Confidentiality.................................................................................   63
     SECTION 13.15.  Designation of Obligations as Designated Senior Indebtedness....................................   63
</TABLE>

                                      iii
<PAGE>

                                List of Exhibits

The Exhibits below have been omitted but will be provided to the Securities and
Exchange Commission supplementally upon its request.

<TABLE>
<S>                                         <C>
Exhibit 2.01(a)              -              Lenders and Commitments

Exhibit 2.01(h)(iv)          -              Eurocurrency Liabilities (Regulation D)

Exhibit 2.08                 -              Existing Letters of Credit

Exhibit 6.01                 -              List of Subsidiaries

Exhibit 6.03                 -              List of Actions Pending

Exhibit 6.15                 -              Franchise Agreements

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

Exhibit 7.01(b)              -              Officer's Certificate

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

Exhibit 13.02                -              Addresses for Notices

Exhibit 13.07(c)             -              Assignment and Acceptance
</TABLE>

                                       iv
<PAGE>

THIS FIVE-YEAR CREDIT AGREEMENT (the "Agreement"), made as of the 4th day of
June, 2004, is among COX COMMUNICATIONS, INC. (the "Company"), the LENDERS party
hereto and JPMORGAN CHASE BANK, as Administrative Agent for the Lenders
(hereinafter in such capacity called the "Administrative Agent"), BANK OF
AMERICA, N.A., as Co-Syndication Agent, WACHOVIA BANK, NATIONAL ASSOCIATION, as
Co-Syndication Agent, J.P. MORGAN SECURITIES INC., as Co-Lead Arranger and Joint
Bookrunner and BANC OF AMERICA SECURITIES, LLC, as Co-Lead Arranger and Joint
Bookrunner.

         The Company has requested the Lenders to extend Commitments (such term
and each other capitalized term used and not otherwise defined herein having the
meaning assigned to it in Article I) under which the Company may obtain
extensions of credit in an aggregate principal or face amount at any time
outstanding not greater than $1,250,000,000 (of which up to $200,000,000 may be
in the form of letters of credit). The proceeds of the Borrowings made and the
letters of credit issued hereunder will be used by the Company only to refinance
other borrowings of the Company and letters of credit issued for its account and
for general corporate purposes of the Company and its Subsidiaries.

         The Lenders are willing to establish the credit facility referred to in
the preceding paragraph upon the terms and subject to the conditions set forth
herein.Accordingly, the parties hereto agree as follows:

                                    ARTICLE I

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

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

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

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

         "Alternate Base Rate" shall mean, for any day, a rate per annum equal
to the greater of (a) the Floating Rate in effect on such day; or (b) the
Federal Funds Borrowing Rate in effect for such day plus -1/2 of 1%. For
purposes of this Agreement, any change in the Alternate Base Rate due to a
change in the Floating Rate or the Federal Funds Borrowing Rate shall be
effective on the effective date of such change in the Floating Rate or the
Federal Funds Borrowing Rate.

         "Alternate Base Rate Loans" shall mean those Loans which may be made
under this Agreement and which are described in Section 2.01(e)(ii) on which the
Company shall pay interest at a rate based on the Alternate Base Rate.

                                       1
<PAGE>

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

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

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

         "Borrowings" and individually, "Borrowing" shall mean a Conventional
Borrowing.

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

         "Borrowing Pro Rata Share" shall mean, with respect to any Lender, a
fraction (expressed as a percentage rounded upward, if necessary, to the nearest
whole multiple of 0.01%) (A) the numerator of which shall be a principal amount
equal to such Lender's Commitment, and (B) the denominator of which shall be the
aggregate principal amount equal to all Lenders' Commitments.

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

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

         "CD Rate" for any Interest Period shall mean, for each CD Rate Loan
comprising all or part of the relevant Conventional Borrowing, an interest rate
per annum determined by the Administrative Agent to be equal to the sum of:

         (a)      the rate per annum obtained by dividing (i) the per annum rate
of interest determined by the Administrative Agent to be the average (rounded
upward to the nearest whole multiple of 0.01%, if such average is not such a
multiple) of the bid rate determined independently by each Reference Lender, at
10:00 a.m. (New York, New York time), or as soon thereafter as is practicable,
on the first day of such Interest Period, of a certificate of deposit dealer of
recognized standing selected by each Reference

                                       2
<PAGE>

Lender for the purchase at face value of its certificates of deposit in an
amount approximately equal or comparable to the aggregate principal amount of
such CD Rate Loans, with a maturity equal to such Interest Period, by (ii) the
result obtained by subtracting from 100% all reserve (including, without
limitation, any imposed by the Board of Governors of the Federal Reserve
System), special deposit or similar requirements (expressed as a rate per annum)
applicable (or scheduled at the time of determination to become applicable
during, such Interest Period) to such certificates of deposit, plus

         (b)      the weighted average of annual assessment rates, determined by
the Administrative Agent to be in effect on the first day of such Interest
Period, used to determine the then current annual assessment payable by the
Reference Lenders to the Federal Deposit Insurance Corporation for such
Corporation's insuring Dollar deposits of such Reference Lenders in the United
States.

         "CD Rate Loans" shall mean those Loans which may be made under this
Agreement and which are described in Section 2.01(e)(i) on which the Company
shall pay interest at a rate based on the CD Rate.

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

         "Commitment" shall mean as to any Lender the amount set forth beside
such Lender's name on Exhibit 2.01(a) attached hereto as such amount may be
increased or reduced from time to time pursuant to the terms of this Agreement
and "Commitments" shall mean the Commitments of all of the Lenders.

         "Commitment Fees" shall have the meaning set forth in Section 4.03.

         "Commitment Fee Rate" shall have the meaning set forth under the
definition of "Margin Percentage".

         "Consolidated Annualized Interest Expense" shall mean four times the
sum of (i) interest expense, after giving effect to the accrual of any net
payments made or received by the Company and its Restricted Subsidiaries with
respect to interest rate swaps, caps and floors or other similar agreements, and
(ii) capitalized interest expense, in each case of the Company and its
Restricted Subsidiaries for the most recently completed fiscal quarter, all on a
consolidated basis determined in accordance with GAAP; provided that for
purposes of this definition, interest expense shall exclude any effect on
interest expense in respect of the accounting for all derivative financial
instruments in accordance with GAAP, including derivative financial instruments
that may be embedded in the Company's or any Restricted Subsidiary's debt
securities or Indexed Securities and freestanding derivative financial
instruments that may be used by the Company or any Restricted Subsidiary for
hedging purposes. The effect on interest expense that may be excluded in respect
of the accounting for all derivative financial instruments in accordance with
GAAP includes: (i) entries to record noncash interest expense (or income)
associated with the mark-to-market of freestanding and embedded derivative
financial instruments, (ii) noncash interest expense associated with the
accretion of additional debt discount that may arise from the bifurcation of
derivative financial instruments embedded in the Company's or any Restricted
Subsidiary's debt securities or Indexed Securities, and (iii) noncash interest
expense (or income) that may

                                       3
<PAGE>

arise if the Company's or any Restricted Subsidiary's hedging strategies become
ineffective, as determined in accordance with GAAP.

         "Consolidated Annualized Operating Cash Flow" shall mean the sum of (i)
four times operating income of the Company and its Restricted Subsidiaries (less
cash dividends and other cash distributions to the holders of minority interests
in the Company's Restricted Subsidiaries) for the most recently completed fiscal
quarter, to the extent otherwise reflected in operating income before giving
effect to depreciation, amortization, other non-cash charges and equity in
earnings (losses) of unconsolidated investees on a consolidated basis determined
in accordance with GAAP and non-recurring one-time charges and (ii) cash
dividends and cash distributions, other than extraordinary distributions, for
the most recently completed fiscal quarter and the three immediately preceding
fiscal quarters, from unconsolidated investees of the Company and its Restricted
Subsidiaries , on a consolidated basis determined in accordance with GAAP,
minus, without duplication, (iii) the amount of cash payments during the most
recent fiscal quarter and the three immediately preceding fiscal quarters in
respect of items that were originally reflected in operating income (whether in
such period or any earlier period) as non-cash charges.

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

                                       4
<PAGE>

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

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

         "Conventional Borrowings" and individually, "Conventional Borrowing",
shall mean borrowings by the Company made under Section 2.01(a) or converted or
continued under Section 2.05 consisting of simultaneous Loans (other than
Discretionary Loans) from the Lenders.

         "Conventional Loans" and individually "Conventional Loan", shall mean
CD Rate Loans, Federal Funds Rate Loans, Alternate Base Rate Loans or Eurodollar
Loans, pursuant  to Section 2.01(a).

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

         "Cox Family" shall include those certain trusts commonly referred to as
the Dayton-Cox Trust A, the Barbara Cox Anthony Atlanta Trust, the Anne Cox
Chambers Atlanta Trust, Barbara Cox Anthony, Garner Anthony, Anne Cox Chambers,
and the estates, executors and administrators, and lineal descendants of the
above-named individuals, any private foundation or other charitable entity of
which the above-described individuals constitute a majority of the trustees,
directors or managers, and any corporation, partnership, limited liability
company, trust or other entity in which the above-named trusts or
above-described individuals and the estates, executors and administrators, and
lineal descendants of the above-named individuals in the aggregate have a direct
or indirect beneficial interest or voting control of greater than 50%.

         "Debentures" shall mean the Company's Exchangeable Subordinated
Debentures due 2030 in an aggregate original principal amount of $275,000,000,
Exchangeable Subordinated Debentures due 2029 in an aggregate original principal
amount of $1,272,187,500 and Exchangeable Subordinated Discount Debentures due
2020 in an aggregate original principal amount of $1,643,617,000.

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

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

                                       5
<PAGE>

         "Depositary" shall have the meaning set forth in Section 13.03.

         "Discretionary Borrowings", and individually "Discretionary Borrowing",
shall mean borrowings by the Company under Section 2.04 consisting of
Discretionary Loans from the Lenders.

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

         "Discretionary Loans" shall have the meaning set forth in Section
2.04(a).

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

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

         "Eurodollar Event" shall have the meaning set forth in Section
2.01(f)(i).

         "Eurodollar Loans" shall mean those Loans which may be made under this
Agreement and which are described in Section 2.01(e)(iii) on which the Company
shall pay interest at a rate based on the Eurodollar Rate.

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

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

                                       6
<PAGE>

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

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

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

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

         (d) in the case of a Foreign Lender, any U.S. withholding tax that is
imposed on amounts payable to such Foreign Lender at the time such Foreign
Lender becomes a party hereto (or designates a new Lending Office, but only to
the extent greater than the amount of any Indemnified Taxes to which such
Foreign Lender would be entitled at the time of such designation) or is
attributable to such Foreign Lender's failure or inability (other than as a
result of a Change in Law) to comply with Section 2.03.

         "Existing Credit Agreements" shall mean (a) the 364-Day Credit
Agreement dated as of September 26, 2000, as amended by the Amended and Restated
364-Day Credit Agreement dated as of June 29, 2001, among the Company, the banks
party thereto and The Chase Manhattan Bank, as agent for such banks, the Amended
and Restated 364-Day Credit Agreement dated as of June 28, 2002 among the
Company, the banks party thereto and JPMorgan Chase Bank, as agent for such
banks, and the Amended and Restated 364-Day Credit Agreement dated as of June
27, 2003 among the Company, the banks party thereto and JPMorgan Chase Bank, as
agent for such banks, and (b) the Five-Year Credit Agreement dated as of
September 26, 2000, as amended by the First Amendment dated as of June 29, 2001,
the Second Amendment dated as of June 28, 2002 and the Third Amendment dated as
of June 27, 2003, among the Company, the banks party thereto, and The Chase
Manhattan Bank, as agent for such banks.

         "Existing Letters of Credit" shall mean the letters of credit issued by
an Issuing Lender before the date hereof, outstanding on the date hereof and
listed in Exhibit 2.08.

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

                                       7
<PAGE>

         "Federal Funds Borrowing Rate" shall mean, for any day, a fluctuating
interest rate per annum equal to the weighted average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day that
is a Business Day, the average (rounded upwards, if necessary, to the next 1/100
of 1%) of the quotations for such day received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by it.

         "Federal Funds Rate Loans" shall mean those Loans which may be made
under this Agreement and which are described in Section 2.01(e)(iv) on which the
Company shall pay interest at a rate based on the Federal Funds Borrowing Rate.

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

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

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

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

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

         "Highest Lawful Rate" shall mean the maximum nonusurious interest rate,
if any, that at any applicable time may be contracted for, taken, reserved,
charged or received on any Revolving Credit Loan, LC Disbursement or on the
other amounts which may be owing to any Lender pursuant to this Agreement
(including, without limitation, pursuant to Section 2.04) under the laws
applicable to such Lender and this transaction.

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

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

                                       8
<PAGE>

         "Indenture" shall mean the Indenture, dated as of June 27, 1995,
between the Company and the Bank of New York, as Trustee, as supplemented by the
First Supplemental Indenture, dated as of August 12, 1999, the Second
Supplemental Indenture, dated as of March 14, 2000, the Third Supplemental
Indenture, dated as of April 19, 2000, and the Sixth Supplemental Indenture,
dated as of May 5, 2003 (and as the same may be further supplemented from time
to time).

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

         "Interest Election Request" shall mean a request by the Company to
convert or continue a Conventional Borrowing in accordance with Section 2.05.

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

         "Interest Period" shall mean, with respect to each CD Rate Loan and
Eurodollar Loan hereunder, the period commencing on the Borrowing Date of such
Loan or the date such Borrowing is continued or converted from another type of
Borrowing and:

         (a) in the case of CD Rate Loans, ending 30, 60, 90 or 180 days
thereafter; and

         (b) in the case of Eurodollar Loans, ending one, two, three or six
months thereafter;

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

         "Issuing Lender" shall mean, with respect to any Letter of Credit,
JPMCB, Bank of America, N.A. or Wachovia Bank, National Association, as selected
by the Company, in its capacity as issuer of such Letter of Credit, and its
successors in such capacity as provided in Section 2.08(i). The Issuing Lender
may, in its discretion, arrange for one or more Letters of Credit to be issued
by Affiliates of the Issuing Lender, in which case the term "Issuing Lender"
shall include any such Affiliate executing this Agreement as Issuing Lender, in
its capacity as issuer of Letters of Credit hereunder.

                                       9
<PAGE>

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

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

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

         "LC Participation Fees" shall have the meaning set forth in Section
4.04.

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

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

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

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

         "Leverage Ratio" shall mean, at any time, the ratio of (a) Consolidated
Debt (less the aggregate amount of cash and cash equivalents of the Company and
its Restricted Subsidiaries representing the unused proceeds of securities
issued after the date hereof to refinance Debt obligations scheduled to mature
within 90 days) as of the last day of the fiscal quarter most recently ended for
which financial statements shall have been delivered to the Lenders pursuant to
Section 8.02, to (b) Pro Forma Consolidated Annualized Operating Cash Flow for
the period ending on such day.

         "Lien" shall mean, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset and (b) the interest of a vendor or a lessor under any
conditional sales

                                       10
<PAGE>

agreement, capital lease or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing) relating
to such asset.

         "Loans", and individually "Loan" shall mean CD Rate Loans, Federal
Funds Rate Loans, Alternate Base Rate Loans, Eurodollar Loans, Discretionary
Loans, and/or Conventional Loans, as the case may be.

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

         "Margin Percentage" shall mean at any date that percentage (a) to be
added to the CD Rate, the Federal Funds Borrowing Rate or the Eurodollar Rate,
as appropriate, pursuant to Section 2.01(e)(i), Section 2.01(e)(iii) or Section
2.01(e)(iv) for purposes of determining the per annum rate of interest
applicable from time to time to CD Rate Loans, Federal Funds Rate Loans and
Eurodollar Loans and (b) to be used in computing the Commitment Fee Rate
pursuant to Section 4.03, set forth under the appropriate column below opposite
the Category corresponding to the Company's corporate credit ratings by S&P or
Moody's, respectively, on such date:

<TABLE>
<CAPTION>
                              Margin Percentage
                             -----------------    Federal Funds
                                     Eurodolla      Borrowing    Commitment
Category     Ratings         CD Rate    Rate          Rate        Fee Rate
--------  --------------    -------  --------     -------------  ----------
<S>       <C>               <C>      <C>          <C>            <C>
1           > or = A-/A3      .525%     .400%         .525%        .100%

2              BBB+/Baa1      .625%     .500%         .625%        .125%

3               BBB/Baa2      .750%     .625%         .750%        .150%

4              BBB-/Baa3      .875%     .750%         .875%        .200%

5         < or = BB+/Ba1     1.125%    1.000%        1.125%        .250%
</TABLE>

         ;provided however that for any date on which the sum of (i) aggregate
principal amount of outstanding Loans (including Discretionary Loans) and the
aggregate LC Exposure exceeds 50% of the aggregate Commitments hereunder (or,
following the termination of the Commitments hereunder, 50% of the aggregate
Commitments hereunder immediately prior to such termination), the "Margin
Percentage" (other than in respect of the Commitment Fee Rate) will be increased
by 0.125%.

         For purposes of the foregoing, (i) if either S&P or Moody's shall not
have in effect a corporate credit rating (other than by reason of the
circumstances referred to in the last sentence of this definition), then the
Margin Percentage shall be based upon the rating of the other rating agency;
(ii) if the two corporate credit ratings established or deemed to have been
established by S&P and Moody's for the Company shall fall within

                                       11
<PAGE>

different Categories from one another and such difference shall be one ratings
level, the Margin Percentage shall be based on the Category corresponding to the
higher of the two ratings; (iii) if the two corporate credit ratings established
or deemed to have been established by S&P and Moody's for the Company shall fall
within different Categories from one another and such difference shall be two
ratings levels or more, the Margin Percentage shall be based on the Category
corresponding to the rating at midpoint or, if there is no midpoint rating, the
rating which is one level lower than the higher rating ,and (iv) if the
corporate credit ratings established or deemed to have been established by S&P
or Moody's for the Company shall be changed (other than as a result of a change
in the rating system of S&P or Moody's), such change shall be effective as of
the date on which it is first announced by the applicable rating agency. Each
change in the Margin Percentage shall apply during the period commencing on the
effective date of such change and ending on the date immediately preceding the
effective date of the next such change. If the rating system of S&P or Moody's
shall change, or if any such rating agency shall cease to be in the credit
rating business, the Company and the Lenders shall negotiate in good faith to
amend this definition to reflect such changed rating system or the
unavailability of ratings from such rating agency and, pending the effectiveness
of any such amendment, the Margin Percentage shall be determined by reference to
the rating most recently in effect prior to such change or cessation.

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

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

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

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

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

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

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

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

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

                                       12
<PAGE>

         "Other Taxes" shall mean all present or future stamp, registration or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery,
registration or enforcement of, or otherwise with respect to, this Agreement,
the Loans or the Letters of Credit.

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

         "PBGC" shall have the meaning set forth in Section 6.12.

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

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

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

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

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

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

                                       13
<PAGE>

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

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

         "Reference Lenders", and individually "Reference Lender", shall mean
JPMCB, Bank of America, N.A., Wachovia Bank, N.A. and The Bank of New York.

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

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

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

         "Required Prepayment Date" shall have the meaning specified in Section
2.01(f)(i) hereof.

         "Restricted Payment" shall have the meaning set forth in Section 9.03.

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

         "Revolving Credit Loans" shall mean Loans made under Section 2.01(a).

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

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

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

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

                                       14
<PAGE>

         "Termination Date" shall mean June 4, 2009.

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

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

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

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

                                   ARTICLE II

                                    The Loans

         SECTION 2.01. Revolving Credit Loans.

                                       15
<PAGE>

         (a) Conventional Loan Commitment. Subject to and upon the terms and
conditions set forth in this Agreement, each Lender severally agrees to make
Conventional Loans to the Company on any one or more Business Days on or after
the date hereof and prior to the Termination Date, up to an aggregate principal
amount of Conventional Loans not exceeding at any one time outstanding an amount
equal to such Lender's Commitment, less the principal amount outstanding at such
time of all Discretionary Loans made to the Company by such Lender and the LC
Exposure of such Lender at such time, if any; provided, however, in no event
shall the aggregate outstanding principal amount of Conventional Loans,
Discretionary Loans and the aggregate LC Exposure ever exceed $1,250,000,000, as
such amount may be reduced pursuant to the terms of this Agreement. Each
Conventional Borrowing shall be in an aggregate amount of not less than
$3,000,000 and an integral multiple of $250,000. Subject to the foregoing, each
Conventional Borrowing shall be made simultaneously from the Lenders according
to their Borrowing Pro Rata Share of the principal amount requested for each
Conventional Borrowing and shall consist of Conventional Loans of the same type
(e.g., Alternate Base Rate Loans, Federal Funds Rate Loans, CD Rate Loans or
Eurodollar Loans) with the same Interest Period from each Lender. Within such
limits and during such period, the Company may borrow, repay and reborrow under
this Section 2.01(a).

         (b) Repayment of Conventional Loans. The Company hereby unconditionally
promises to pay to the Administrative Agent for the account of each Lender the
then unpaid principal amount of each Conventional Loan on the Termination Date.

         (c) Conventional Borrowing Procedures; Delivery of Proceeds;
Recordation of Loans. (i) Each Conventional Borrowing under this Section 2.01
shall be made on at least, (A) in the case of a Conventional Borrowing
consisting of Alternate Base Rate Loans or Federal Funds Rate Loans, prior oral
or written notice from the Company to the Administrative Agent by 10:00 a.m.
(New York, New York time) on the same day as the requested borrowing (and the
Administrative Agent shall prior to 12:00 noon (New York, New York time) provide
oral or written notice of the requested borrowing to the Lenders, (B) in the
case of a Conventional Borrowing consisting of CD Rate Loans, one Business Day's
prior written or oral notice from the Company to the Administrative Agent by
10:00 a.m. (New York, New York time) and (C) in the case of a Conventional
Borrowing consisting of Eurodollar Loans, three Business Days' prior written or
oral notice from the Company to the Administrative Agent by 10:00 a.m. (New
York, New York time) (and the Administrative Agent shall, in the case of (B) and
(C) above, upon receipt of such notice provide to each Lender prior oral or
written notice by 11:30 a.m. (New York, New York time) on the date such notice
is received by the Administrative Agent) ("Notice of Conventional Borrowing");
provided, however, that with respect to each oral Notice of Conventional
Borrowing, the Company shall deliver promptly to the Administrative Agent a
confirmatory written Notice of Conventional Borrowing. Each Notice of
Conventional Borrowing shall be irrevocable and shall (A) specify (v) the total
principal amount of the proposed Conventional Borrowing, (w) whether the
Conventional Borrowing will be comprised of CD Rate Loans, Alternate Base Rate
Loans, Federal Funds Rate Loans or Eurodollar Loans, (x) the applicable Interest
Period (if any) for such Loans (which may not extend beyond the Termination
Date), (y) the Borrowing Date and (z) the bank account into which the funds with
respect

                                       16
<PAGE>

to such Conventional Borrowing shall be deposited, and (B) certify to the
calculations demonstrating that the sum of the aggregate outstanding principal
amount of Loans and the aggregate LC Exposure, after giving effect to such
Conventional Borrowing, does not exceed the Commitments. If no election as to
the type of Conventional Borrowing is specified, then the requested Conventional
Borrowing shall consist of Alternate Base Rate Loans. If no Interest Period is
specified with respect to any Conventional Borrowing consisting of CD Loans or
Eurodollar Loans, then the Company shall be deemed to have selected the shortest
permitted Interest Period. The Administrative Agent shall promptly give like
notice to the other Lenders, and on the Borrowing Date each Lender shall make
its share of the Conventional Borrowing available at the principal banking
office of the Administrative Agent, 270 Park Avenue, New York, New York 10017,
no later than 2:00 p.m. (New York, New York time) in immediately available
funds.

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

         (d) Substitute Rate. Anything in this Agreement to the contrary
notwithstanding, if at any time prior to the determination of the rate with
respect to any proposed Revolving Credit Loan (i) the Majority Lenders in their
discretion shall determine with respect to Eurodollar Loans to be made or
continued by them on the applicable Borrowing Date or continuation date or, with
respect to other Conventional Loans to be converted to Eurodollar Loans, on the
applicable conversion date, that there is a reasonable probability that Dollar
deposits will not be offered to such Lenders in the interbank eurodollar market
for a period of time equal to the applicable Interest Period in amounts equal to
the amount of each such Lender's Eurodollar Loan in Dollars or that the
Eurodollar Rate does not reflect the cost of funding by the Lenders or that
adequate and fair means do not exist to be able to determine the Eurodollar
Rate, or (ii) the Administrative Agent in its discretion shall determine with
respect to CD Rate Loans to be made by the Lenders on the applicable Borrowing
Date of such proposed Revolving Credit Loan that bid rates will not be provided
by certificate of deposit dealers of recognized standing for the purchase at
face value of certificates of deposit of the Reference Lenders for a period of
time equal to the applicable Interest Period in amounts approximately equal or
comparable to the aggregate principal amount of such Loans with a maturity equal
to the applicable Interest Period, then:

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

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

                                       17
<PAGE>

         (e) Interest. The Revolving Credit Loans shall bear interest as
follows:

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

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

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

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

                  (v) Interest on the outstanding principal of each Loan shall
accrue from and including the Borrowing Date for such Loan to but excluding the
date such Loan is paid in full and shall be due and payable (A) on the Interest
Payment Date for each CD Rate Loan or Eurodollar Loan and on each Quarterly Date
for each Alternate Base Rate Loan or Federal Funds Rate Loan, (B) as to any
Eurodollar Loan having an Interest Period greater than three months, at the end
of the third month of the Interest Period for such Loan, (C) as to any CD Rate
Loan having an Interest Period greater than 90 days, on the 90th day of the
Interest Period for such Loan, and (D) as to all Loans, at maturity, whether by
acceleration or otherwise, or after notice of prepayment in accordance with
Section 2.01(f)(i) or Section 3.01(c) hereof, on and after the Required
Prepayment Date or the applicable prepayment date, as the case may be, as
specified in such notice.

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

         (f) Change of Law.

                  (i) Anything in this Agreement to the contrary
notwithstanding, if at any time any Lender in good faith determines (which
determination shall be conclusive absent manifest error) that any change after
the date hereof in any applicable law, rule or

                                       18
<PAGE>

regulation or in the interpretation or administration thereof makes it unlawful,
or any central bank or other governmental authority asserts that it is unlawful
(any of the above being described as a "Eurodollar Event"), for such Lender or
its foreign branch or branches to maintain or fund any Loan by means of Dollar
deposits obtained in the interbank eurodollar market, then, at the option of
such Lender (to the extent practicable, after consultation with the Company as
to its preference and after making a reasonable effort to give effect to such
preference) , the aggregate principal amount of each of such Lender's Eurodollar
Loans then outstanding, which Loans are directly affected by such Eurodollar
Event shall either (x) be prepaid or (y) be converted to a Loan of another type
that is not so directly affected by such Eurodollar Event. Any remaining
obligation of such Lender hereunder to make Eurodollar Loans (but not Federal
Funds Rate Loans, CD Rate Loans or Alternate Base Rate Loans), shall be
suspended for so long as such Eurodollar Event shall continue. Upon the
occurrence of any Eurodollar Event, and at any time thereafter so long as such
Eurodollar Event shall continue, such Lender may exercise its aforesaid option
by giving written notice thereof to the Administrative Agent and the Company.
Any prepayment of any Eurodollar Loan which is required under this Section
2.01(f) shall be made, together with accrued and unpaid interest and all other
amounts payable to such Lender under this Agreement with respect to such prepaid
Loan (including, without limitation, amounts payable pursuant to Section
2.01(g)), on the date stated in the notice to the Company referred to above,
which date ("Required Prepayment Date") shall be not less than 15 days (or such
earlier date as shall be necessary to comply with the relevant law, rule or
regulation) from the date of such notice. If any Eurodollar Loan is required to
be prepaid under this Section 2.01(f), the Lenders agree that at the written
request of the Company, the Lender that has made such Eurodollar Loan shall make
a Loan of another type, as selected by the Company, that, in each case, is not
so directly affected by such Eurodollar Event on the Required Prepayment Date to
the Company in the same principal amount as the Eurodollar Loan of such Lender
being so prepaid. Any such written request by the Company for Alternate Base
Rate Loans or CD Rate Loans under this Section 2.01(f) shall be irrevocable and,
in order to be effective, must be delivered to the Administrative Agent not less
than one Business Day prior to the Required Prepayment Date.

                  (ii) Notwithstanding the foregoing, in the event the Company
is required to pay to any Lender amounts with respect to any Borrowing pursuant
to Section 2.01(f)(i) other than a Discretionary Borrowing, the Company may give
notice to such Lender (with copies to the Administrative Agent) that it wishes
to seek one or more assignees (which may be one or more of the Lenders) to
assume the Commitment of such Lender and to purchase its outstanding Loans and
the Administrative Agent will use its best efforts to assist the Company in
obtaining an assignee; provided that if more than one Lender requests that the
Company pay substantially and proportionately equal additional amounts under
Section 2.01(f)(i) and the Company elects to seek an assignee to assume the
Commitments of any of such affected Lenders, the Company must seek an assignee
or assignees to assume the Commitments of all of such affected Lenders. Each
Lender requesting compensation pursuant to Section 2.01(f)(i) agrees to sell its
Commitment, Loans and interest in this Agreement in accordance with Section
13.07 to any such assignee for an amount equal to the sum of the outstanding
unpaid principal of and accrued interest on such Loans, plus all other fees and
amounts (including, without limitation, any compensation claimed by such Lender
under Section 2.01(f)(i) and Section 2.01(g)) due such Lender hereunder
calculated, in each case, to the date such

                                       19
<PAGE>

Commitment, Loans and interest are purchased. Upon such sale or prepayment, each
such Lender shall have no further Commitment or other obligation to the Company
hereunder.

                  (g) Fundings and Exchange Losses. In the event of (i) any
payment or prepayment (whether authorized or required hereunder pursuant to
acceleration or otherwise) or conversion of all or a portion of any CD Rate Loan
or Eurodollar Loan on a day other than the last day of the Interest Period
therefor, (ii) any failure to make, prepay, continue or convert a Borrowing
consisting of any CD Rate Loan or Eurodollar Loan after the delivery of the
Notice of Conventional Borrowing, Interest Election Request or notice of
prepayment, as the case may be, for such CD Rate Loan or Eurodollar Loan on the
applicable Borrowing Date or continuation, conversion or prepayment date
therefor, (iii) the failure of any Loan to be made by any Lender due to any
condition precedent to a Loan not being satisfied or as a result of this Section
2.01 or due to any other action or inaction of the Company, or (iv) the
assignment of any CD Rate Loan or Eurodollar Loan on a day other than the last
day of the Interest Period therefor as a result of a request by the Company, the
Company shall pay to each affected Lender upon its request made on or before 45
days after the occurrence of any such event, acting through the Administrative
Agent, such amount or amounts (to the extent such amount or amounts would not be
usurious under applicable law) as may be necessary to compensate such Lender for
any direct costs and losses incurred by such Lender (including, without
limitation, such amount or amounts as will compensate it for the amount by which
the rate of interest that would have accrued on such Loan had such event not
occurred, at the Eurodollar Rate or CD Rate, as the case may be, for the period
from the date of such prepayment to the end of the then current Interest Period
therefor (or, in the case of a failure to borrow, convert or continue, the
Interest Period that would have begun on the date of such failure), exceeds the
rate of interest that would accrue for such period at the interest rate which
such Lender would bid, at the beginning of such period, for deposits of a
comparable amount and period from lenders in the relevant eurodollar or domestic
certificate of deposit market, all as determined by such Lender in its good
faith discretion), but otherwise without penalty. Any such claim by a Lender for
compensation shall be made through the Administrative Agent and shall be
accompanied by a certificate signed by an officer of such Lender authorized to
so act on behalf of such Lender, setting forth in reasonable detail the
computation upon which such claim is based. The obligations of the Company under
this Section 2.01(g) shall survive the termination of this Agreement.

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

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

                                       20
<PAGE>

for (i) Excluded Taxes and (ii) Indemnified Taxes or Other Taxes paid
pursuant to Section 2.01(h)(ii), Section 2.02 or Section 2.03).

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

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

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

                           (B) If as a result of (y) the introduction of or any
change in or in the interpretation or administration of any law or regulation
after the date hereof or (z) the compliance with any request made after the date
hereof from any central bank or other governmental authority (whether or not
having the force of law), there shall be any increase in the cost to any Lender
of agreeing to make or making, funding or maintaining Loans, or issuing Letters
of Credit or acquiring or holding participations in Letters of Credit, for which
such Lender shall not have been reimbursed pursuant to the provisions of clause
(A) above (other than any such increase in costs resulting from Taxes, as to
which Sections 2.01(h)(i)-(ii) and 2.02 shall govern), then the Company shall
from time to time, upon demand by such Lender, acting through the Administrative
Agent, pay to such Lender additional amounts sufficient to indemnify such Lender
against the full amount of such increased cost.

                                       21
<PAGE>

                           (C) Any Lender claiming reimbursement or compensation
under this Section 2.01(h)(iv) shall make its demand on or before 45 days after
the end of each Interest Period during which any such cost is incurred, loss is
suffered or payment is made and shall provide the Administrative Agent, which in
turn shall provide the Company, with a written statement in reasonable detail
the calculation of the amount and basis of its request, which statement, subject
to Section 2.01(i), shall be conclusive absent manifest error; provided that in
the event any reimbursement or compensation demanded by a Lender under this
Section 2.01(h) is a result of reserves actually maintained pursuant to the
requirements imposed by Regulation D with respect to "Eurocurrency liabilities"
(as defined or within the meaning of such Regulation), such demand shall be
accompanied by a statement of such Lender in the form of Exhibit 2.01(h)(iv)
attached hereto, which statement shall be conclusive and binding on the Company,
subject to Section 2.01(i), except in the case of manifest error. No Lender may
request reimbursement or compensation under this Section 2.01(h)(iv) for any
period prior to the period for which demand has been made in accordance with the
foregoing sentence. In preparing any statement delivered under this Section
2.01(h)(iv), such Lender may employ such assumptions and allocation of costs and
expenses as it shall in good faith deem reasonable and may be determined by any
reasonable averaging and attribution method. So long as any notice requirement
provided for herein has been satisfied, any decision by the Administrative Agent
or any Lender not to require payment of any interest, cost or other amount
payable under this Section 2.01(h)(iv), or to calculate any amount payable by a
particular method, on any occasion, shall in no way limit or be deemed a waiver
of the Administrative Agent's or such Lender's right to require full payment of
any interest, cost or other amount payable hereunder, or to calculate any amount
payable by another method, on any other or subsequent occasion for a subsequent
Interest Period.

                  (v) If any Lender shall have determined in good faith that any
applicable law, rule, regulation or guideline regarding capital adequacy (each,
a "Capital Adequacy Pronouncement") adopted after the date hereof, or any change
after the date hereof in any Capital Adequacy Pronouncement now or hereafter in
effect, or any change after the date hereof in the interpretation or
administration of any Capital Adequacy Pronouncement now or hereafter in effect
by any governmental authority, central bank or comparable agency charged with
the interpretation or administration thereof, or compliance by any Lender (or
any Lending Office of such Lender) with any request or directive regarding
capital adequacy (whether or not having the force of law) made after the date
hereof of any such governmental authority, central bank or comparable agency has
the effect of reducing the rate of return on such Lender's capital or the
capital of any Person controlling such Lender as a consequence of its
obligations hereunder to a level below that which such Lender would have
achieved as a consequence of its obligations hereunder but for such adoption,
change or compliance (taking into consideration such Lender's policies with
respect to capital adequacy) by an amount deemed in good faith by such Lender to
be material, then from time to time, upon notice by the Lender requesting
(through the Administrative Agent) compensation, under this Section 2.01(h)(v)
within 90 days after such Lender has obtained knowledge of such event, the
Company shall pay to the Administrative Agent for the account of such Lender
such additional amount or amounts as will compensate such Lender for such
reduction. Any such claim by a Lender for compensation shall be made through the
Administrative Agent and shall be accompanied by a certificate signed by an
officer of such Lender authorized to so act on

                                       22
<PAGE>

behalf of such Lender setting forth in reasonable detail the calculation upon
which such claim is based.

                  (vi) Notwithstanding the foregoing, in the event the Company
is required to pay to any Lender amounts pursuant to Section 2.01(h)(i)-(ii),
2.01(h)(iv)-(v) or Section 2.02, the Company may give notice to such Lender
(with copies to the Administrative Agent) that it wishes to seek one or more
assignees (which may be one or more of the Lenders) to assume the Commitment of
such Lender and to purchase its outstanding Loans and participations in Letters
of Credit and the Administrative Agent will use its best efforts to assist the
Company in obtaining an assignee; provided that if more than one Lender requests
that the Company pay substantially and proportionately equal additional amounts
under Section 2.01(h) or Section 2.02 and the Company elects to seek an assignee
to assume the Commitments of any of such affected Lenders, the Company must seek
an assignee or assignees to assume the Commitments of all of such affected
Lenders. Each Lender requesting compensation pursuant to Section 2.01(h)(i),
Section 2.01(h)(ii), Section 2.01(h)(iv), Section 2.01(h)(v) or Section 2.02
agrees to sell its Commitment, its outstanding Loans and participations in
Letters of Credit and interest in this Agreement in accordance with Section
13.07 to any such assignee for an amount equal to the sum of the outstanding
unpaid principal of and accrued interest on such Loans, plus all other fees and
amounts (including, without limitation, any compensation claimed by such Lender
under Section 2.01(g) or Section 2.02) due such Lender hereunder calculated, in
each case, to the date such Commitment, Loans and interest are purchased. Upon
such sale or prepayment, each such Lender shall have no further Commitment or
other obligation to the Company hereunder.

                  (vii) Any Lender claiming any amounts pursuant to this Section
2.01(h) or Section 2.02 shall use its reasonable good faith efforts (consistent
with its internal policies and legal and regulatory restrictions) to avoid or
minimize the payment by the Company of any amounts under this Section 2.01(h) or
Section 2.02, including changing the jurisdiction of its Lending Office;
provided that no such change or action shall be required to be made or taken if,
in the reasonable judgment of such Lender, such change would be materially
disadvantageous to such Lender.

                  (viii) The aggregate amount payable, reimbursable or
compensable by the Company to or for the account of a Lender under this Section
2.01(h) shall not include any cost covered by the amount received by such Lender
from the Company through the Administrative Agent in connection with the
calculation of the CD Rate. The Company agrees to indemnify and hold the
Administrative Agent and each Lender harmless from and against any and all
liabilities with respect to or resulting from any delay in the payment or
omission to pay such amounts. The obligations of the Company under this Section
2.01(h) created in accordance with this Section 2.01(h) shall survive the
termination of the Commitments and/or this Agreement.

         (i) Calculation Errors. Each calculation by the Administrative Agent or
any Lender with respect to amounts owing or to be owing by the Company pursuant
to this Agreement or any Loan or Letter of Credit shall be conclusive except in
the case of error. In the event the Administrative Agent determines in good
faith within a reasonable time that any such error shall have occurred in
connection with the determination of the applicable interest rate for any Loan
or Letter of Credit which results in the Company paying either more or less than
the amount which would have been due and payable but

                                       23
<PAGE>

for such error, then (i) any Lender that received an overpayment shall promptly
refund such overpayment to the Company and (ii) if any Lender received an
underpayment, the Company shall promptly pay to such Lender the amount of such
underpayment. In the event it is determined within a reasonable time that any
Lender, acting through the Administrative Agent, has miscalculated any amount
for which it has demanded reimbursement or compensation from the Company in
respect of amounts owing by the Company other than interest which results in the
Company paying more or less than the amount which would have been due and
payable but for such error, such Lender or the Company, as the case may be,
shall promptly refund or pay, as the case may be, to the other the full amount
of such overpayment or underpayment. In the event it is determined within a
reasonable time that the Company has miscalculated the Commitment Fees due under
Section 4.03, which results in the Company paying more or less than the amount
which would have been due and payable but for such error, (x) any Lender that
received an overpayment shall promptly refund such overpayment to the Company
and (y) if any Lender received an underpayment, the Company shall promptly pay
to such Lender the amount of such underpayment. Any party making a request for
payment pursuant to this Section 2.01(i) shall provide with such request a
statement in reasonable detail showing the calculation of the amount requested.

         SECTION 2.02. Setoff, Counterclaims and Taxes. All payments (whether of
principal, interest, fees, reimbursements or otherwise) under this Agreement
shall be made by the Company without setoff or counterclaim and shall be made
free and clear of and without deduction (except as specifically provided in
Section 2.03) for any Taxes now or hereafter imposed, other than for Excluded
Taxes. Except as specifically provided in Section 2.03, if the Company shall be
required by applicable law to deduct or withhold from any such payment any such
Taxes (other than Excluded Taxes), then the Company shall (i) notwithstanding
anything to the contrary in this Agreement, deduct or withhold an amount equal
to such Tax from the amounts payable under this Agreement, (ii) make such Tax
payment as so required to the relevant governmental authority in accordance with
applicable law, and (iii) provided that such Lender has complied with the
requirements of Section 2.03, pay to the Administrative Agent for the account of
such Lender, on the date of each such payment, such additional amount as may be
necessary in order that the net amount received by such Lender after such
deduction or withholding (including any deduction or withholding applicable to
additional amounts payable under this Section 2.02) shall equal the amount which
would have been received if such deduction or withholding were not required. The
Company shall confirm that all applicable Taxes (other than Excluded Taxes), if
any, imposed on this Agreement or transactions hereunder shall have been
properly and legally paid by it to the appropriate taxing authorities by sending
official Tax receipts or notarized copies of such receipts to the Administrative
Agent within 30 calendar days after payment of any applicable Tax, to the extent
such receipts are issued therefor, or other written proof of payment thereof
that is reasonably satisfactory to the Administrative Agent. Upon request of any
Lender, the Administrative Agent shall forward to such Lender a copy of such
official receipt or a copy of such notarized copy of such receipt or other
written proof of payment.

         SECTION 2.03. Withholding Tax Exemption.

         (a) To the extent not previously delivered, at least five Business Days
prior to the first date on which interest or fees are payable hereunder to the
Lenders in the

                                       24
<PAGE>

case of each Lender that is listed on the signature pages of this Agreement, and
on the later of such date and the date of the assignment pursuant to Section
13.07 pursuant to which it becomes a Lender in the case of each other Lender,
and from time to time thereafter as reasonably requested in writing by the
Company (but only so long thereafter as such Lender remains lawfully able to do
so):

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

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

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

                           (B) a certificate, duly executed under penalties of
         perjury, that it is not (I) a "bank" (within the meaning of Section
         881(c)(3)(A)of the Code), (II) a "ten-percent shareholder" (within the
         meaning of Section 871(h)(3)(B) of the Code) of the Company, or (III) a
         "controlled foreign corporation" related to the Company (within the
         meaning of Section 864(d)(4) of the Code), and an original Internal
         Revenue Service Form W-8BEN or Form W-8IMY, as appropriate, or any
         successor or other form prescribed by the Internal Revenue Service,
         properly completed and duly executed under penalties of perjury,
         certifying that such Lender is exempt from United States withholding
         tax on payments pursuant to this Agreement.

         (b) Each Lender shall deliver such new forms and documents prescribed
by the Internal Revenue Service upon the expiration or obsolescence of any
previously delivered forms or other documents referred to in Section 2.03(a), or
after the occurrence of any event requiring a change in the most recent forms or
other documents delivered by such Lender. Such Lender shall promptly provide
written notice to each of the Administrative Agent and the Company at any time
it determines that it is no longer in a position to provide any previously
delivered form or other document (or any other form of certification adopted by
the Internal Revenue Service for such purpose).

         (c) In no event will any withholding by the Company on any interest
payable to any Lender as contemplated by this Section 2.03 give rise to a
Default under Section 10.01 with respect to payments of interest.

         SECTION 2.04. Discretionary Loans.

                                       25
<PAGE>

         (a) Each Lender may, in its sole discretion and on terms and conditions
satisfactory to it and the Company that are not inconsistent with the provisions
of this Agreement, make additional Loans to the Company under its Commitment in
Dollars, on any one or more Business Days on or after the date hereof and prior
to the Termination Date ("Discretionary Loans"), which Loans will be payable to
the appropriate Lender upon such terms and conditions; provided, however, that
the Company will not permit to remain outstanding any Discretionary Loans from
any Lender, and no Lender will make any Discretionary Loans to the Company, if
the aggregate principal amount of the Discretionary Loans and Conventional Loans
payable to such Lender, together with such Lender's LC Exposure at such time,
exceeds such Lender's Commitment. Should any Discretionary Loan be outstanding
from any Lender on a date on which a Conventional Borrowing is to be made, such
Conventional Borrowing shall be made available only if the Company has paid or
shall simultaneously with the making of such Conventional Loan pay such portions
of Discretionary Loans (including, without limitation, the payment of the amount
of any losses payable pursuant to Section 2.01(g) actually incurred by such
Lender as a result of such prepayment) as shall be necessary to make available a
portion of each Lender's Commitment at least equal to such Lender's share of
such Conventional Borrowing. No Discretionary Loan shall have a maturity, final
payment date or interest period that extends beyond the Termination Date. Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness to such Lender resulting from each
Discretionary Loan made by such Lender. The entries made in the accounts
maintained pursuant to this Section 2.04(a) shall be prima facie evidence of the
existence and amounts of the obligations therein recorded; provided, however,
that the failure of any Lender to maintain such accounts or any error therein
shall not in any manner affect the obligation of the Company to repay the
Discretionary Loans in accordance with their terms. The Company hereby
unconditionally promises to pay to each Lender the then unpaid principal amount
of each Discretionary Loan made by such Lender on the earlier of the Termination
Date and the date on which such principal amount is due pursuant to the terms of
such Discretionary Loan.

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

         SECTION 2.05. Interest Election. (a) Each Conventional Borrowing
initially shall be of the type specified in the applicable Notice of
Conventional Borrowing and, in the case of a Conventional Borrowing consisting
of CD Rate Loans or, Eurodollar Loans shall have an initial Interest Period as
specified in such Notice of Conventional Borrowing. Thereafter, the Company may
elect to convert such Conventional Borrowing to a different type or to continue
such Conventional Borrowing and, in the case of a Conventional Borrowing
consisting of CD Rate Loans or, Eurodollar Loans, may elect Interest Periods
therefor, all as provided in this Section 2.05. The Company may elect different
options with respect to different portions of the affected Conventional
Borrowing, in which case each such portion shall be allocated ratably among the
Lenders

                                       26
<PAGE>

holding the Loans comprising such Conventional Borrowing, and the Loans
comprising each such portion shall be considered a separate Conventional
Borrowing. This Section 2.05 shall not apply to Discretionary Borrowings.

         (b) To make an election pursuant to this Section 2.05, the Company
shall notify the Administrative Agent of such election by telephone by the time
that a notice of borrowing would be required under the applicable provisions of
Section 2.01 if the Company were requesting the advancement of new funds of the
same type resulting from such election to be made on the effective date of such
election. Each such telephonic election shall be irrevocable and shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of a
written Interest Election Request in a form approved by the Administrative Agent
and signed by the Company.

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

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

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

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

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

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

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

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

                                       27
<PAGE>

Rate Loan at the end of the Interest Period applicable thereto. The foregoing is
without prejudice to the other rights and remedies available hereunder upon an
Event of Default.

         SECTION 2.06. Obligations Several, Not Joint. The obligations of the
Lenders hereunder are several and not joint. The failure of any Lender to make
the Loan to be made by it as part of any borrowing shall not relieve any other
Lender of its obligation to make its Loan on the date of such borrowing, and no
Lender shall be responsible for the failure of any other Lender to make the Loan
to be made by such other Lender on the date of any borrowing.

         SECTION 2.07. Replacement of Lenders. If any Lender requests
compensation under Section 2.03, or if the Company is required to pay any
additional amount to any Lender or any governmental authority for the account of
any Lender pursuant to Section 2.02, or if any Lender defaults in its obligation
to fund Loans or issue Letters of Credit hereunder, then the Company may, at its
sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in Section 13.07), all
its interests, rights and obligations under this Agreement to an assignee that
shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that (i) the Company shall have received the
prior written consent of the Administrative Agent, which consent shall not be
unreasonably withheld and (ii) such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, from the
assignee or the Company. A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Company to require such
assignment and delegation cease to apply.

         SECTION 2.08. Letters of Credit. (a) General. Subject to the terms and
conditions set forth herein, the Company may request the issuance of Additional
Letters of Credit for its own account, in a form reasonably acceptable to the
Administrative Agent and the Issuing Lender, at any time and from time to time
prior to the date five Business Days prior to the Termination Date. In the event
of any inconsistency between the terms and conditions of this Agreement and the
terms and conditions of any form of letter of credit application or other
agreement submitted by the Company to, or entered into by the Company with, any
Issuing Lender relating to any Letter of Credit, the terms and conditions of
this Agreement shall control.

         (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of an Additional Letter of Credit (or the
amendment, renewal or extension of an outstanding Letter of Credit), the Company
shall hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Lender) to the
Issuing Lender and the Administrative Agent (reasonably in advance of the
requested date of issuance, amendment, renewal or extension) a notice requesting
the issuance of an Additional Letter of Credit, or identifying the Letter of
Credit to be amended, renewed or extended, and specifying the date of issuance,
amendment, renewal or extension (which shall be a Business Day), the date on
which such Letter of Credit is to expire (which shall comply with paragraph (c)
of this Section), the amount of such Letter of Credit, the name and address of
the beneficiary thereof and such other information as shall be necessary to
prepare, amend,

                                       28
<PAGE>

renew or extend such Letter of Credit. If requested by the Issuing Lender, the
Company also shall submit a letter of credit application on the Issuing Lender's
standard form in connection with any request for an Additional Letter of Credit.
A Letter of Credit shall be issued, amended, renewed or extended only if (and
upon issuance, amendment, renewal or extension of each Letter of Credit the
Company shall be deemed to represent and warrant that), after giving effect to
such issuance, amendment, renewal or extension (i) the LC Exposure shall not
exceed $200,000,000 and (ii) the sum of (I) the outstanding aggregate principal
amount of all Loans and (II) the LC Exposure shall not exceed the aggregate
Commitments.

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

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

         (e) Reimbursement. If the Issuing Lender shall make any LC Disbursement
in respect of a Letter of Credit, the Company shall reimburse such LC
Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than (i) 12:00 noon, New York City time, on the date that
such LC Disbursement is made, if the Company shall have received notice of such
LC Disbursement prior to 10:00 a.m., New York City time, on such date, or (ii)
if such notice

                                       29
<PAGE>

has not been received by the Company prior to 10:00 a.m., New York City time, on
the date that such LC Disbursement is made, then not later than 12:00 noon, New
York City time, on the Business Day immediately following the day that the
Company receives such notice; provided that, if such LC Disbursement is not less
than the minimum borrowing amount, the Company may, subject to the conditions to
borrowing set forth herein, request that such payment be financed with an
Alternate Base Rate Loan or Federal Funds Rate Loan in an equivalent amount and,
to the extent so financed, the Company's obligation to make such payment shall
be discharged and replaced by the resulting Alternate Base Rate Loan or Federal
Funds Rate Loan. If the Company fails to make such payment when due, the
Administrative Agent shall notify each Lender of the applicable LC Disbursement,
the payment then due from the Company in respect thereof and such Lender's
Applicable Percentage thereof. Promptly following receipt of such notice, each
Lender shall pay to the Administrative Agent its Applicable Percentage of the LC
Disbursement not reimbursed by the Company, in the same manner as provided in
Section 2.01 with respect to Loans made by such Lender (and Section 2.01 shall
apply, mutatis mutandis, to the payment obligations of the Lenders), and the
Administrative Agent shall promptly pay to the Issuing Lender the amounts so
received by it from the Lenders. Promptly following receipt by the
Administrative Agent of any payment from the Company pursuant to this paragraph,
the Administrative Agent shall distribute such payment to the Issuing Lender or,
to the extent that Lenders have made payments pursuant to this paragraph to
reimburse the Issuing Lender, then to such Lenders and the Issuing Lender as
their interests may appear. Any payment made by a Lender pursuant to this
paragraph to reimburse the Issuing Lender for any LC Disbursement (other than
the funding of Alternate Base Rate Loans or Federal Funds Rate Loans as
contemplated above) shall not constitute a Loan and shall not relieve the
Company of its obligation to reimburse such LC Disbursement.

         (f) Obligations Absolute. The Company's obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Lender under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Company's obligations hereunder. Neither
the Administrative Agent, the Lenders, the Issuing Lender, nor any of their
Related Parties, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
Issuing Lender; provided that the foregoing shall not be construed to excuse the
Issuing Lender from liability to the

                                       30
<PAGE>

Company to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Company to the
extent permitted by applicable law) suffered by the Company that are caused by
the Issuing Lender's failure to exercise care when determining whether drafts
and other documents presented under a Letter of Credit comply with the terms
thereof. The parties hereto expressly agree that, in the absence of gross
negligence or wilful misconduct on the part of the Issuing Lender (as finally
determined by a court of competent jurisdiction), the Issuing Lender shall be
deemed to have exercised care in each such determination. In furtherance of the
foregoing and without limiting the generality thereof, the parties agree that,
with respect to documents presented which appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the Issuing Lender
may, at its sole discretion, either accept and make payment upon such documents
without responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.

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

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

         (i) Replacement of the Issuing Lender, Indemnity. The Issuing Lender
may be replaced at any time by written agreement among the Company, the
Administrative Agent, the Issuing Lender and the successor Issuing Lender. The
Administrative Agent shall notify the Lenders of any such replacement of the
Issuing Lender. At the time any such replacement shall become effective, the
Company shall pay all unpaid fees accrued for the account of the replaced
Issuing Lender. From and after the effective date of any such replacement, (i)
the successor Issuing Lender shall have all the rights and obligations of the
replaced Issuing Lender under this Agreement with respect to Letters of Credit
to be issued thereafter and (ii) references herein to the term "Issuing Lender"
shall be deemed to refer to such successor or to any previous Issuing Lender, or
to such successor and all previous Issuing Lenders, as the context shall
require. After the replacement of the Issuing Lender hereunder, the replaced
Issuing

                                       31
<PAGE>

Lender shall remain a party hereto and shall continue to have all the rights and
obligations of the Issuing Lender under this Agreement with respect to Letters
of Credit issued by it prior to such replacement, but shall not be required to
issue additional Letters of Credit. The Lenders agree to indemnify each Issuing
Lender (to the extent not reimbursed by the Company), ratably according to the
respective amounts of the LC Exposure then held by each of them (or if no LC
Exposure is at the time outstanding, ratably according to the respective amount
of their Commitments), from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may be imposed on, incurred
by, or asserted against such Issuing Lender in its capacity as such in any way
relating to or arising out of this Agreement, or any action taken or omitted by
the Administrative Agent under this Agreement; provided that no Lender shall be
liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from such Issuing Lender's gross negligence or wilful misconduct.

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

         SECTION 2.09. Evidence of Debt. Any Lender may request that Loans made
by it be evidenced by a promissory note. In such event, the Company shall
prepare,

                                       32
<PAGE>

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

                                   ARTICLE III

                       Optional and Required Prepayments;
  Interest Payment Date and Commitment Reduction Date Payments; Other Payments

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

         (a) losses, if any, incurred by any Lender under Section 2.01(g) shall
be payable with respect to each such prepayment of any such CD Rate Loan or
Eurodollar Loan; and

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

         (c) the Company shall give the Administrative Agent not less than one
full Business Day's prior oral or written notice of each prepayment of any
Eurodollar Loans or CD Rate Loans, or any portion thereof, and notice to the
Administrative Agent not less than 10:00 a.m. (New York, New York time) on the
same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate
Loans, or any portion thereof, proposed to be made pursuant to this Section
3.01, specifying the aggregate principal amount to be prepaid and the prepayment
date; provided, however, that with respect to each oral notice of a prepayment,
the Company shall deliver promptly to the Administrative Agent a confirmatory
written notice of such proposed prepayment. The Administrative Agent shall
promptly notify the Lenders of the principal amount to be prepaid and the
prepayment date. Notice of such prepayment shall be irrevocable and having been
given as aforesaid, the principal amount specified in such notice, together with
accrued and unpaid interest thereon to the date of prepayment, shall become due
and payable on such prepayment date, and the provisions of Section 2.01(g) shall
be applicable. The Company shall have no optional right to prepay the principal
amount of any Revolving Credit Loan other than as provided in this Section 3.01.

         SECTION 3.02. Required Prepayments.

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

                                       33
<PAGE>

         (i) in the case of a reduction of the Commitments, that part of such
    unpaid principal amount outstanding of the Conventional Loans and the
    Discretionary Loans held by such Lender that exceeds the amount of the
    Commitment of such Lender immediately after such reduction, and

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

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

         (b) If on any Borrowing Date the principal amount outstanding on Loans
(when taken together with the LC Exposure of the relevant Lender) made to the
Company by any Lender shall exceed the Commitment of such Lender, the Company
shall promptly pay to such Lender an amount equal to such excess, together with
accrued and unpaid interest on the amount so prepaid and all other amounts
accrued and owing under this Agreement on such date.

         (c) Notwithstanding the foregoing, in the event any prepayment required
by Section 3.02(a) or Section 3.02(b) with respect to any Revolving Credit Loan
would become due on a date that is not an Interest Payment Date and as a result
thereof the Company would incur liabilities under Section 2.01(g), the Company
shall make such prepayment to the Administrative Agent on the due date;
provided, however, that, if the Company so elects, interest shall continue to
accrue on any Loan so prepaid and shall be paid by the Company to the
Administrative Agent on the applicable Interest Payment Date. So long as no
Default or Event of Default shall have occurred and be continuing, the
Administrative Agent shall hold the proceeds of such prepayment for the benefit
of the Lenders, in an interest bearing account, until such time as such proceeds
can be applied towards payment of the Revolving Credit Loans in accordance with
the provisions of this Agreement without resulting in any liability to the
Company under Section 2.01(g). All interest which may accrue on such amounts so
held in escrow shall be held by the Administrative Agent for the benefit of the
Company.

         (d) All prepayments made pursuant to the provisions of this Section
3.02 shall be applied, in the case of Conventional Loans, first, towards payment
of all Federal Funds Rate Loans and Alternate Base Rate Loans, as the Company
directs, and secondly, and subject to the provisions of Section 2.01(g), towards
payment of the appropriate amount of CD Rate Loans and Eurodollar Loans, as the
Company directs. The Company shall have no right to reborrow any amount prepaid
under Section 3.02(a).

         SECTION 3.03. Place, etc. of Payments and Prepayments. All payments and
prepayments made in accordance with the provisions of this Agreement (other than
with respect to Discretionary Loans) in respect of the Commitment Fees and the
Administrative Agent's fee and of principal of and interest on the Revolving
Credit Loans and of LC Disbursements and interest thereon shall be made to the
Administrative Agent in Dollars at its office at 270 Park Avenue, New York, New
York 10017, in immediately available funds for the accounts of the Lenders. The
Administrative Agent will promptly distribute to the Lenders, in accordance with
each Lender's Prepayment Pro Rata Share as to all Loans other than Discretionary
Loans, in immediately available funds, the amount of principal, interest, LC
Disbursements, Commitment Fees and LC

                                       34
<PAGE>

Participation Fees received by the Administrative Agent for the account of the
Lenders; provided that if interest shall accrue on any Revolving Credit Loan at
a rate different from the rate applicable to any other Revolving Credit Loan,
payment and distribution of interest shall be based on the respective accrual
rates applicable to such Revolving Credit Loans. Any payment to the
Administrative Agent for the account of a Lender under this Agreement shall
constitute payment by the Company to such Lender of the amounts so paid to the
Administrative Agent, and any Revolving Credit Loans or portions thereof so paid
shall not be considered outstanding for any purpose after the date of such
payment to the Administrative Agent.

                                   ARTICLE IV

                         Reduction of Commitments; Fees

         SECTION 4.01. Optional Reduction or Termination of Commitments. The
Company may at any time or from time to time reduce ratably in proportion to
their respective Commitments or terminate in whole, the respective Commitments
of the Lenders hereunder by giving not less than three full Business Days' prior
written notice to such effect to the Administrative Agent; provided that any
partial reduction shall be in an aggregate amount of not less than $3,000,000
and an integral multiple of $250,000; provided further that the Commitments may
not be reduced to an amount less than the aggregate principal amount of
Conventional Loans, Discretionary Loans and LC Exposure outstanding at such
time, unless simultaneously therewith the Company shall make a prepayment in
accordance with Section 3.02(a) hereof. The Administrative Agent shall promptly
notify each Lender of its proportionate share of and of the date of each such
reduction. After each such reduction, the Commitment Fees owing to each Lender
shall be calculated upon the Commitment of such Lender as so reduced. In the
event of acceleration of the maturity date of any Revolving Credit Loan, the
Commitments hereunder of the Lenders shall thereupon automatically terminate
without notice. Each such reduction or any termination of the Commitments
hereunder shall be irrevocable.

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

         SECTION 4.03. Commitment Fees. (a) The Company agrees to pay to the
Administrative Agent for the account of each Lender, in Dollars, commitment fees
("Commitment  Fees"), computed on a daily basis of a
year of 365 or 366 days, as the case may be, from the effective date of this
Agreement pursuant to Section 13.08 to and including the Termination Date at a
rate per annum equal to the applicable Commitment Fee Rate from time to time in
effect on the daily average unused amount of the Commitment of such Lender
(taking into account all Conventional Loans and Discretionary Loans of such
Lender outstanding on the dates covered by such calculation). Each such
Commitment Fee shall be payable on or before the 15th day following each
Quarterly Date and on the Termination Date or on such earlier date as the
Commitment of such Lender shall terminate pursuant to the terms of this
Agreement.

         (b) For purposes of computing Commitment Fees with respect to
Commitments, a Commitment of a Lender shall be deemed to be used to the extent
of the LC Exposure of such Lender.

                                       35
<PAGE>

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

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

                                   ARTICLE V

                            Application of Proceeds

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

                                   ARTICLE VI

                         Representations and Warranties

         The Company represents and warrants that:

         SECTION 6.01. Organization; Qualification; Subsidiaries. The Company
and each Subsidiary (i) is duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation or organization, (ii) has
the corporate or organizational power to own its properties and to carry on its
business as now conducted, and (iii) is duly qualified to do business and is in
good standing in every jurisdiction

                                       36
<PAGE>

where failure to be duly qualified would have a Material Adverse Effect.
Attached hereto as Exhibit 6.01 is a correct and complete list setting forth, as
of the date of this Agreement: (A) the name of each Subsidiary, (B) the
Company's and its Subsidiaries' aggregate percentage interest in such
Subsidiary, and (C) whether such Subsidiary is a Restricted or Unrestricted
Subsidiary. All shares of capital stock of Restricted Subsidiaries owned by the
Company or any Restricted Subsidiary are owned thereby free and clear of all
Liens.

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

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

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

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

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

                                       37
<PAGE>

any governmental authority for any unpaid taxes which claims in the aggregate
could reasonably be expected to have a Material Adverse Effect.

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

         SECTION 6.08. Purpose of Loans. Neither the Company nor any Subsidiary
is engaged principally, or as one of its important activities, in the business
of extending credit for the purpose of purchasing or carrying Margin Stock. This
Agreement and the transactions contemplated hereby comply in all respects with
Regulations U, T and X of the Board of Governors of the Federal Reserve System.
Neither the Company nor any agent acting on its behalf has taken any action
which might cause this Agreement to violate Regulations U, T or X or to violate
the Securities Exchange Act of 1934, in each case as in effect now or as the
same may hereafter be in effect on the date of any Loan.

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

         SECTION 6.10. Consents or Approvals. No order, consent, approval,
license, authorization or validation of any governmental authority and no
registration or filing with or notice to any governmental authority is necessary
to authorize or permit, or is required in connection with, the execution and
delivery of this Agreement, the making of borrowings pursuant hereto or the
performance of the obligations of the Company hereunder.

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

                                       38
<PAGE>

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

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

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

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

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

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

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

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

         SECTION 6.16. Quality of CATV Systems. The materials and workmanship
used in the construction and operation of the CATV Systems are of

                                       39
<PAGE>

sufficient quality to conform in all material respects with applicable standards
and regulations of the FCC or any other appropriate governmental or regulatory
authority.

                                   ARTICLE VII

                                   Conditions

         SECTION 7.01. Conditions Precedent to the Initial Extension of Credit.
The obligation of the Lenders to fund the initial Borrowing or Discretionary
Borrowing after the date of this Agreement (or issue the first Additional Letter
of Credit hereunder, whichever occurs first) is subject to the following
conditions:

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

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

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

         (d) The Existing Credit Agreements shall have been terminated and the
principal of and interest accrued on all loans thereunder and all other amounts
due and payable thereunder shall have been paid or shall be paid with the
proceeds of the initial Borrowing or Discretionary Borrowing hereunder.

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

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

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

         (a) The Administrative Agent shall have received by telecopy or
otherwise, the Notice of Conventional Borrowing required by Section 2.01(c) or
notice of issuance, amendment, renewal or extension required by Section 2.08(b),
or the Company

                                       40
<PAGE>

and the relevant Lender shall have agreed on terms and conditions for such
Discretionary Borrowing satisfactory to such Lender and the Company that are not
inconsistent with the provisions of this Agreement.

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

         (c) Except as otherwise set forth therein, or in certificates
accompanying such financial statements, the most recent financial statements
delivered to the Lenders pursuant to Section 8.02 fairly present in all material
respects the financial condition of the Company and its Subsidiaries on a
consolidated basis and the results of its and their operations as at the dates
and for the periods indicated. Each such extension of credit shall be deemed to
constitute a representation and warranty by the Company on the applicable date
to such effect.

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

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

                                  ARTICLE VIII

                              Affirmative Covenants

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

         SECTION 8.01. Certain Financial Covenants. Maintain at all times:

                                       41
<PAGE>

         (a) a Leverage Ratio of not more than 5.0 to 1.0; and

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

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

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

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

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

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

                                       42
<PAGE>

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

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

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

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

         All financial statements specified in clauses (a) and (b) above shall
be furnished with comparative consolidated figures for the corresponding period
in the preceding year. Together with each delivery of financial statements
required by clauses (a) and (b) above, the Company will deliver to each Lender
(i) such schedules, computations and other information as may be required to
demonstrate that the Company is in compliance with its covenants in Sections
8.01, 9.01(i), 9.03, 9.05 and 9.06 or reflecting any noncompliance therewith as
at the applicable date, and (ii) an Officer's Certificate stating that, to the
knowledge of such officer, there exists no Default or Event of Default or if ,
to the knowledge of such officer any such Default or Event of Default exists,
stating the nature thereof, the period of existence thereof, and what action the
Company has taken and proposes to take with respect thereto. Together with each
delivery of financial statements required by clause (a) above, the Company will
deliver to each Lender a written statement of said accountants that, in
conducting the audit necessary to the issuance of an opinion on such financial
statements, nothing came to their attention that caused them to believe that an
Event of Default or Default relating to financial and accounting matters (an
"Accounting Event of Default or Default") had occurred, or, if such accountants
shall have obtained knowledge of any such Accounting Event of Default or
Default, such statement shall specify the nature and period of existence
thereof; provided that such accountants shall not be liable directly or
indirectly to any Lender for failure to obtain knowledge of any such Accounting
Event of Default or Default, and provided further that in issuing such
statement, such accountants shall not be required to go beyond those auditing
procedures conducted in connection with their issuance of the opinion referred
to above. Each Lender is authorized to deliver a copy of any financial statement
delivered to it to any regulatory body having jurisdiction over it and to any
other Person as may be required by applicable law, rules and regulations.

         Financial statements required to be delivered pursuant to Section
8.02(a)(i) or (b)(i) or statements and reports required to be delivered pursuant
to Section 8.02(c)(to

                                       43
<PAGE>

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

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

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

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

                                       44
<PAGE>

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

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

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

         SECTION 8.09. Maintenance of Business Lines. Maintain and cause its
Restricted Subsidiaries to maintain lines of business in broadband
communications and related lines of business that are similar in scope to the
existing business lines and operations of the Company and its Restricted
Subsidiaries.

         SECTION 8.10. Compliance with Material Franchise Agreements and FCC
Licenses . The Company will maintain, and will cause each Subsidiary to
maintain, in full force and effect at all times during the term of this
Agreement, and will materially comply with, and will cause each Subsidiary to
materially comply with, the terms and provisions of, the Material Franchise
Agreements and the Material FCC Licenses.

                                       45
<PAGE>

                                   ARTICLE IX

                               Negative Covenants

         So long as the Company may borrow hereunder and until payment in full
of the Revolving Credit Loans and, unless otherwise agreed, any Discretionary
Loans, and until all Letters of Credit shall have expired or terminated and all
LC Disbursements shall have been reimbursed:

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

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

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

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

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

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

         (f) Liens on the stock of Unrestricted Subsidiaries;

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

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

                                       46
<PAGE>

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

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

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

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

         SECTION 9.05. Loans and Advances to and Investments in Unrestricted
Subsidiaries. The Company will not and will not permit any Restricted Subsidiary
to make any loan or advance to, or any capital contribution to or other
investment in (any of the foregoing, an "Investment"), any Unrestricted
Subsidiary, if at the time of such Investment, and after giving effect thereto,
(a) the Leverage Ratio would have exceeded 4.5 to 1.0 as of the end of the
fiscal quarter most recently ended on a pro forma basis as if such Investment
had occurred on the first day of such fiscal quarter, unless such Investment is
on terms which are no less favorable to the Company or Restricted Subsidiary, as
the case may be, than would obtain in a comparable arm's-length transaction with
an unaffiliated Person, or (b) a Default or Event of Default shall have

                                       47
<PAGE>

occurred and be continuing; provided that so long as no Event of Default shall
have occurred and be continuing, the Company and its Restricted Subsidiaries may
continue to make Investments consisting of obligations of Unrestricted
Subsidiaries to the Company and its Restricted Subsidiaries arising in the
ordinary course of business as a result of short-term advances and/or pooling of
cash in connection with cash management programs conducted by Unrestricted
Subsidiaries on behalf of the Company and its Restricted Subsidiaries.

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

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

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

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

                                    ARTICLE X

                                Events of Default

         If any of the following events shall occur and be continuing, then (i)
the obligation of the Lenders to make Loans hereunder and of the Issuing Lender
to issue, amend, renew or extend Letters of Credit shall immediately terminate
and (ii) upon the written request of the Majority Lenders, the Administrative
Agent shall, by notice to the

                                       48
<PAGE>

Company, declare all Revolving Credit Loans then outstanding hereunder (together
with all interest accrued and unpaid thereon and all other amounts owing or
payable hereunder) to be, and thereupon such Revolving Credit Loans (and other
amounts as aforesaid) shall become, immediately due and payable without
presentment, demand, protest, notice of intent to accelerate or other notice of
any kind to the Company, all of which are hereby expressly waived; provided
that, in the case of an event described in Sections 10.09 through 10.12,
inclusive, with respect to the Company, all Revolving Credit Loans then
outstanding hereunder (and other amounts as aforesaid) shall become immediately
due and payable without presentment, demand, protest, notice of intent to
accelerate, notice of acceleration or other notice of any kind to the Company,
all of which are hereby expressly waived:

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

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

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

                                       49
<PAGE>

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

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

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

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

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

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

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

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

         SECTION 10.11. Involuntary Bankruptcy. Any such petition or application
is filed, or any such case or proceedings are commenced, against the Company or
any Restricted Subsidiary, and the Company or such Restricted Subsidiary by any
act indicates its approval thereof, consent thereto or acquiescence therein, or
an order for relief is entered in an involuntary case under the bankruptcy law
of the United

                                       50
<PAGE>

States of America, or an order, judgment or decree is entered appointing such
trustee, receiver, custodian, liquidator or similar official or adjudicating the
Company or any Restricted Subsidiary bankrupt or insolvent, or approving the
petition in any such case or proceedings, and such order, judgment or decree
remains in effect for 60 days; or

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

                                   ARTICLE XI

                      Modifications, Amendments or Waivers

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

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

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

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

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

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

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

         No failure or delay on the part of the Administrative Agent or any
Lender in exercising any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power,
right or remedy or any abandonment or discontinuance of steps to enforce such a
power, right or remedy

                                       51
<PAGE>

preclude any other or further exercise thereof or the exercise of any other
power, right or remedy hereunder. The remedies provided for in this Agreement
are cumulative and not exclusive of any remedies provided by law or in equity.
No modification or waiver of any provision of this Agreement nor consent to any
departure by the Company therefrom shall in any event be effective unless the
same shall be in writing, and then such waiver or consent shall be effective
only in the specific instance and for the purpose for which given. No notice to
or demand on the Company in any case shall entitle the Company to any other or
further notice or demand in similar or other circumstances.

                                   ARTICLE XII

                            The Administrative Agent

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

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

         SECTION 12.03. Limitation of Liability. Neither the Administrative
Agent nor any of its directors, officers, employees, attorneys or agents shall
be liable for any action taken or omitted by it or them hereunder, or in
connection herewith, (i) with the consent or at the request of the Majority
Lenders, or (ii) in the absence of its or their

                                       52
<PAGE>

own gross negligence or willful misconduct. Without limitation of the generality
of the foregoing, the Administrative Agent: (t) except as expressly set forth
herein, shall not have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Company or any of its
Subsidiaries that is communicated to or obtained by the bank serving as
Administrative Agent or any of its Affiliates in any capacity, (u) may treat the
payee with respect to any Revolving Credit Loan as the proper payee thereof
until the Administrative Agent receives written notice of the assignment or
transfer thereof signed by such payee and in form satisfactory to the
Administrative Agent; (v) may consult with legal counsel (including Counsel for
the Company), independent public accountants and other experts selected by it
and shall not be liable for any action taken or omitted to be taken in good
faith by it in accordance with the advice of such counsel, accountants or
experts; (w) makes no warranty or representation to any Lender and shall not be
responsible to any Lender for any statements, warranties or representations made
in or in connection with this Agreement; (x) shall not have any duty to
ascertain or to inquire as to the performance or observance of any of the terms,
covenants or conditions of this Agreement, or to inspect the Property (including
the books and records) of the Company; (y) shall not be responsible to any
Lender for the due execution, legality, validity, enforceability and genuineness
of this Agreement, or any other instrument or document furnished pursuant
hereto; and (z) shall incur no liability under or in respect of this Agreement
by acting upon any notice or consent (whether oral or written and whether by
telephone, telegram, cable or telex), certificate or other instrument or writing
(which may be by telegram, cable or telex) believed by it to be genuine and
communicated, signed or sent by the proper Person or Persons.

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

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

         SECTION 12.06. Successor to the Administrative Agent. The
Administrative Agent may resign at any time as Administrative Agent under this
Agreement, by giving 30 days' prior written notice thereof to the Lenders and
the

                                       53
<PAGE>

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

         SECTION 12.07. Other Agents and Sub-Agents. None of the Lenders
identified on the facing page or signature pages or elsewhere herein as
"syndication agent" or "co-documentation agent" shall have any right, power,
obligation, liability, responsibility or duty under this Agreement other than
those applicable to all Lenders as such. Without limiting the foregoing, none of
the Lenders so identified shall have or be deemed to have any fiduciary
relationship with any Lenders. Each Lender acknowledges that it has not relied,
and will not rely, on any of the Lenders so identified in deciding to enter into
this Agreement or in taking or not taking action hereunder. The Administrative
Agent may perform any and all its duties and exercise its rights and powers by
or through any one or more sub-agents appointed by the Administrative Agent. The
Administrative Agent and any such sub-agent may perform any and all its duties
and exercise its rights and powers through their respective Related Parties. The
exculpatory provisions of the preceding Sections of this Article XII shall apply
to any such sub-agent and to the Related Parties of the Administrative Agent and
any such sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as
activities as Administrative Agent.

                                  ARTICLE XIII

                                  Miscellaneous

         SECTION 13.01. Payment of Expenses. Any provision hereof to the
contrary notwithstanding (other than the last sentence of Section 8.06), and
whether or not the transactions contemplated by this Agreement shall be
consummated, the Company agrees to pay on demand (i) all reasonable costs and
expenses of the Administrative Agent and the Lenders or any Lender in connection
with the preparation, execution and delivery of this Agreement and all
amendments hereto (including, without limitation, waivers hereunder and workouts
with respect to Loans hereunder), and the other instruments and documents to be
delivered hereunder or with respect to any

                                       54
<PAGE>

amendment hereto, including, without limitation, the reasonable fees and
out-of-pocket expenses of any counsel for the Administrative Agent and the
Lenders or any Lender with respect thereto, provided, however, that so long as
no Event of Default has occurred and is continuing, such reasonable counsel
expenses shall be limited to the reasonable expenses of counsel for the
Administrative Agent, (ii) all reasonable increases in costs and expenses of the
Administrative Agent and the Lenders or any Lender (including reasonable counsel
fees and expenses, including reasonable allocated costs of in-house legal
counsel to the Administrative Agent or any Lender), if any, in connection with
the administration of this Agreement after the occurrence of a Default (in the
case of the Administrative Agent only) or Event of Default (in the case of the
Administrative Agent and the Lenders or any Lender) and so long as the same is
continuing, and (iii) all reasonable costs and expenses of the Administrative
Agent and the Lenders or any Lender (including reasonable counsel fees and
expenses, including reasonable allocated costs of in-house legal counsel to the
Administrative Agent or any Lender), if any, in connection with the enforcement
of this Agreement and the other instruments and documents to be delivered
hereunder. The obligations of the Company under this Section 13.01 shall survive
the termination of this Agreement and the payment of the Revolving Credit Loans.
It is understood that except as set forth in Section 2.09 the Company shall not
be responsible for any costs, fees or expenses related to any assignment or
participation by any Lender of any of its rights hereunder (including its
Commitment, the Loans made by it or its participation in any Letters or Credit).

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

         SECTION 13.03. Setoff. If one or more Events of Default as defined
herein shall occur and be continuing, any Lender which is owed any obligation
hereunder ("Depositary") shall have the right, in addition to all other rights
and remedies available to it, and is hereby authorized, to the extent permitted
by applicable law, at any time and from time to time, without notice to the
Company (any such notice being hereby expressly waived by the Company), to set
off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness

                                       55
<PAGE>

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

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

                                       56
<PAGE>

ONLY TO THE EXTENT THAT THE INDEMNIFIED LIABILITIES ARISE OUT OF OR BY REASON OF
CLAIMS MADE BY PERSONS OTHER THAN THE ADMINISTRATIVE AGENT OR ANY LENDER;
PROVIDED THAT NO SUCH PERSON SHALL BE ENTITLED TO BE INDEMNIFIED AND HELD
HARMLESS AGAINST ANY SUCH INDEMNIFIED LIABILITIES ARISING OUT OF OR BY REASON OF
THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH PERSON; PROVIDED FURTHER,
HOWEVER, THAT TO THE EXTENT ANY INDEMNIFIED LIABILITY ARISE OUT OF OR BY REASON
OF CLAIMS RELATING TO THE NEGOTIATION, EXECUTION AND DELIVERY OF THIS AGREEMENT,
THE ADMINISTRATIVE FUNCTIONS OF THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT,
OR THE PERFORMANCE OBLIGATIONS OF THE LENDERS UNDER THIS AGREEMENT, THE
ADMINISTRATIVE AGENT AND THE LENDERS SHALL NOT BE ENTITLED TO BE INDEMNIFIED AND
HELD HARMLESS AGAINST ANY SUCH INDEMNIFIED LIABILITIES ARISING OUT OF OR BY
REASON OF THE NEGLIGENCE OF THE ADMINISTRATIVE AGENT OR ANY LENDER. THE
OBLIGATIONS OF THE COMPANY UNDER THIS SECTION 13.04 SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT AND THE PAYMENT OF THE REVOLVING CREDIT LOANS.

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

         SECTION 13.06. Governing Law; Submission to Jurisdiction; Venue. (a)
THIS AGREEMENT AND OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH SHALL BE
DEEMED TO BE CONTRACTS AND

                                       57
<PAGE>

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

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

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

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

         (b) Each Lender may grant participations to one or more Financial
Institutions in or to all or any part of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its Commitment)
pursuant to such participation agreements and certificates as are customary in
the banking industry; provided, however, that (i) such Lender's obligations
under this Agreement (including, without limitation its Commitment to the
Company hereunder) shall remain unchanged,

                                       58
<PAGE>

(ii) such Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations and (iii) the Company, the Administrative
Agent and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement, including without limitation, such Lender's rights under Article XI
hereof. In connection with any such participation, each Lender may deliver such
financial information concerning the Company and its Subsidiaries to permit such
participant to make an informed and independent credit decision concerning such
participation; provided, however, that each such Lender shall obtain from each
such participant an agreement to the effect that all such information delivered
to it in connection with such participation shall be treated in accordance with
the provisions of Section 13.14. Upon request of the Company, each Lender shall
give prompt notice to the Company of each such participation to Financial
Institutions that are not Affiliates of such Lender, identifying each such
participant and the interest acquired by each such participant. This Agreement
shall not be construed so as to confer any right or benefit upon any Person,
including, without limitation, any Financial Institution acquiring a
participation in any Loan, other than the parties to this Agreement, except that
any Financial Institution acquiring a participation shall be entitled to the
benefits conferred upon the Lenders by Sections 2.01(g)-(h) and 2.02, as limited
or modified by Sections 2.01(i) and 2.03 (provided that the cost to the Company
is not in excess of what such cost would have been had such participation not
been granted).

         (c) Subject (except in the case of assignments to Lenders or Lender
Affiliates) to the prior written consent of the Company, the Administrative
Agent and each Issuing Lender (which consents shall not be unreasonably withheld
or delayed), each Lender may assign to a bank or other Person all or a portion
of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitment); provided, however, that (i)
each such assignment shall be of a constant, and not a varying, percentage of
all of the assigning Lender's rights and obligations under this Agreement and
shall be in an amount equal to or greater than $5,000,000 of the assigning
Lender's Commitment (except in the case of assignments to Lenders or Lender
Affiliates, assignment of the assigning Lender's entire remaining commitment or
unless otherwise agreed by the Company), (ii) the parties to each such
assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance in
substantially the form of Exhibit 13.07(c) attached hereto (the "Assignment and
Acceptance"), together with a processing and recordation fee of $3,500;
provided, however, that such recordation fee shall not be payable if such
transfer is made pursuant to Sections 2.01(f) or (h)(vi), and provided, further,
that any consent of the Company required under this paragraph shall not be
required if an Event of Default has occurred and is continuing. Upon such
execution, delivery, acceptance and recording, from and after the effective date
specified in each Assignment and Acceptance, which effective date shall be the
date on which such Assignment and Acceptance is accepted by the Administrative
Agent, (x) the assignee thereunder shall be a party hereto and, to the extent
that rights and obligations hereunder have been assigned to it pursuant to such
Assignment and Acceptance, have the rights and obligations of a Lender under
this Agreement and (y) the Lender assignor thereunder shall, to the extent that
rights and obligations hereunder have been assigned by it pursuant to such
Assignment and Acceptance, relinquish its rights and be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or

                                       59
<PAGE>

the remaining portion of an assigning Lender's rights and obligations under this
Agreement, such Lender shall cease to be a party hereto).

         (d) Notwithstanding anything to the contrary contained herein, any
Lender (a "Granting Lender") may grant to a special purpose funding vehicle (an
"SPC"), identified as such in writing from time to time by the Granting Lender
to the Administrative Agent and the Company, the option to provide to the
Company all or any part of any Loan that such Granting Lender would otherwise be
obligated to make to the Company pursuant to this Agreement; provided that (i)
nothing herein shall constitute a commitment by any SPC to make any Loan, (ii)
if an SPC elects not to exercise such option or otherwise fails to provide all
or any part of such Loan, the Granting Lender shall be obligated to make such
Loan pursuant to the terms hereof, and such Granting Lender shall be liable
hereunder generally for all acts and omissions of such SPC as if such acts and
omissions were committed by such Granting Lender; (iii) the SPC shall have no
rights or benefits under this Agreement or any Note or any other related
documents (its rights against such Granting Lender being as set forth in any
agreements between such SPC and such Granting Lender), and shall not constitute
a "Lender" hereunder; (iv) all amounts payable by the Company to the Granting
Lender shall be determined as if such Granting Lender had not granted such
option, and as if such Granting Lender were funding each of its Loans and its
share of the Commitments in the same way that it is funding the portion of such
Loans and its share of the Loan Commitments in which no such option has been
granted; and (v) in no event shall a Granting Lender agree with a SPC to take or
refrain from taking any action hereunder or under any Note or any other related
document, except that such Granting Lender may agree with the SPC that it will
not, without the consent of the SPC, agree to any modification, supplement or
waiver of this Section 13.07(d). The making of a Loan by an SPC hereunder shall
utilize the Commitment of the Granting Lender to the same extent, and as if,
such Loan were made by such Granting Lender. Each party hereto hereby agrees
that (i) no SPC shall be liable for any indemnity or similar payment obligation
under this Agreement (all liability for which shall remain with the Granting
Lender), (ii) no SPC shall be entitled to the benefits of Sections 2.01(f), (g)
or (h) (or any other increased costs protection provision) other than as
contemplated by clause (iv) of the second preceding sentence and (iii) the
Granting Lender shall for all purposes, including, without limitation, the
approval of any amendment or waiver of any provision of this Agreement or any
related document, remain the Lender of record hereunder. In furtherance of the
foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one
day after the payment in full of all outstanding commercial paper or other
senior indebtedness of any SPC, it will not institute against, or join any other
person in instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United
States of any State thereof. In addition, notwithstanding anything to the
contrary contained in this Section 13.07(d) any SPC may (i) with notice to, but
without the prior written consent of, the Company and the Administrative Agent
and without paying any processing fee therefor, assign all or a portion of its
interests in any Loan to the Granting Lender or to any financial institutions
(consented to by the Company and Administrative Agent) providing liquidity
and/or credit support to or for the account of such SPC to support the funding
or maintenance of Loans and (ii) disclose on a confidential basis any non-public
information relating to its Loans to any rating agency, commercial paper dealer
or provider of any surety, guarantee

                                       60
<PAGE>

or credit or liquidity enhancement to such SPC, provided that prior to any such
disclosure, such rating agency, commercial paper dealer or provider of any
surety, guarantee or credit or liquidity enhancement shall undertake in writing
to preserve the confidentiality of such information. This Section may not be
amended without the written consent of the SPC.

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

         (f) The Administrative Agent shall maintain at its address referred to
in Section 13.02 a copy of each Assignment and Acceptance delivered to and
accepted by it and a register for the recordation of the names and addresses of
the Lenders and the Commitment of, and principal amount of the Revolving Credit
Loans, and Discretionary Loans, if any, owing to, each Lender, and
participations in LC Disbursements held by each Lender, in each case from time
to time (the "Register"). The entries in the Register shall be conclusive and
binding for all purposes, absent manifest error, and the Company, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register as a Lender hereunder for all purposes of this
Agreement. The Register shall be available for inspection by the Company or any
Lender at any reasonable time and from time to time upon reasonable prior
notice.

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

                                       61
<PAGE>

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

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

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

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

         SECTION 13.11. Representation of the Lenders; Notification by the
Lenders. (a) Each Lender hereby represents and warrants that it is not relying
upon any Margin Stock as collateral in extending or maintaining the credit to
the Company represented by this Agreement.

         (b) Each Lender hereby notifies the Company that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the "Act"), it is required to obtain, verify and record
information that identifies the Company, which information includes the name and
address of the Company and other information that will allow such Lender to
identify the Company in accordance with the Act.

         SECTION 13.12. Final Agreement of the Parties. This Agreement
(including the Exhibits hereto) represents the final agreement of the parties
and may not be contradicted by evidence of prior, contemporaneous or subsequent
oral agreements of the parties. There are no oral agreements between the
parties.

                                       62
<PAGE>

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

         SECTION 13.14. Confidentiality. Each of the Administrative Agent, the
Issuing Lenders and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (i) to
its and its Affiliates' directors, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information
confidential), (ii) to the extent requested by any regulatory authority, (iii)
to the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (iv) to any other party to this Agreement, (v) in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or the enforcement of rights hereunder,
(vi) subject to an agreement containing provisions substantially the same as
those of this Section 13.14, to (A) any assignee of or participant in, or any
prospective assignee of or participant in, any of its rights or obligations
under this Agreement or (B) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to the Company and its
obligations, (vii) with the consent of the Company or (viii) to the extent such
Information (A) becomes publicly available other than as a result of a breach of
this Section or (B) becomes available to the Administrative Agent, any Issuing
Lender or any Lender on a nonconfidential basis from a source other than the
Company or any of its agents. For the purposes of this Section 14.13,
"Information" means all information received from or on behalf of the Company or
any of its Subsidiaries relating to the Company, any of its Subsidiaries, or any
of their respective businesses. Any Person required to maintain the
confidentiality of Information as provided in this Section 13.14 shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.

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

                                       63
<PAGE>

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

                                         COX COMMUNICATIONS, INC.,

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

                                       64
<PAGE>

                                             JPMORGAN CHASE, individually
                                         and as Administrative Agent

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

                                         BANK OF AMERICA, N.A.,

                                         by /s/ Richard M. Peck
                                            ------------------------------------
                                            Name: Richard M. Peck
                                            Title: Principal

                                         WACHOVIA BANK, N.A.,

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

                                         CITIBANK, N.A.

                                         by /s/ Maureen Maroney
                                            ------------------------------------
                                            Name: Maureen Maroney
                                            Title: Director

                                         SUNTRUST BANK

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

                                         MIZUHO CORPORATE BANK, LTD.

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

                                         THE BANK OF NEW YORK

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

                                       65
<PAGE>

                                         BANK OF TOKYO-MITSUBISHI TRUST
                                         COMPANY

                                         by /s/ Karen Ossolinski
                                            ------------------------------------
                                            Name: Karen Ossolinski
                                            Title: Vice President

                                         BARCLAYS BANK PLC

                                         by /s/ L. Peter Yetman
                                            ------------------------------------
                                            Name: L. Peter Yetman
                                            Title: Director

                                         CREDIT SUISSE FIRST BOSTON,
                                         ACTING THROUGH ITS CAYMAN
                                         ISLANDS BRANCH

                                         by /s/ Bill O'Daly
                                            ------------------------------------
                                            Name: Bill O'Daly
                                            Title: Director

                                         by /s/ Doreen B. Welch
                                            ------------------------------------
                                            Name: Doreen B. Welch
                                            Title: Associate

                                         DRESDNER BANK AG, NEW YORK &
                                         GRAND CAYMAN BRANCHES

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

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

                                         LEHMAN BROTHERS BANK, FSB

                                         by /s/ Gary T. Taylor
                                            ------------------------------------
                                            Name: Gary T. Taylor
                                            Title: Vice President

                                       66
<PAGE>

                                         MERRILL LYNCH BANK USA

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

                                         MORGAN STANLEY SENIOR FUNDING, INC.

                                         by /s/ Daniel Twenge
                                            ------------------------------------
                                            Name: Daniel Twenge
                                            Title: Vice President

                                         SOCIETE GENERALE

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

                                         SUMITOMO MITSUI BANKING CORP.,
                                         NEW YORK

                                         by /s/ Edward D. Henderson, Jr.
                                            ------------------------------------
                                            Name: Edward D. Henderson, Jr.
                                            Title: General Manager

                                         THE BANK OF NOVA SCOTIA

                                         by /s/ Ian A. Hodgart
                                            ------------------------------------
                                            Name: Ian A. Hodgart
                                            Title: Authorized Signatory

                                         THE ROYAL BANK OF SCOTLAND PLC

                                         by /s/ Maria Amaral-Leblanc
                                            ------------------------------------
                                            Name: Maria Amaral-Leblanc
                                            Title: Senior Vice President

                                       67
<PAGE>

                                         UBS LOAN FINANCE LLC

                                         by /s/ Joselin Fernandes
                                            ------------------------------------
                                            Name: Joselin Fernandes
                                            Title: Associate Director

                                         by /s/ Doris Mesa
                                            ------------------------------------
                                            Name: Doris Mesa
                                            Title: Associate Director

                                         WILLIAM STREET COMMITMENT
                                         CORPORATION

                                         by /s/ David Weil
                                            ------------------------------------
                                            Name: David Weil
                                            Title:

                                         COMMERZBANK, AG, NEW YORK &
                                         GRAND CAYMAN BRANCHES

                                         by /s/ Subash R. Viswanathan
                                            ------------------------------------
                                            Name: Subash R. Viswanathan
                                            Title: Senior Vice President

                                         by /s/ David A. Bennett
                                            ------------------------------------
                                            Name: David A. Bennett
                                            Title: Assistant Vice President

                                         HIBERNIA NATIONAL BANK

                                         by /s/ Connie Disbrow
                                            ------------------------------------
                                            Name: Connie Disbrow
                                            Title: Relationship Manager

                                         UFJ BANK LIMITED

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

                                         U.S. BANK NATIONAL ASSOCIATION

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

                                       68
<PAGE>

                                         WELLS FARGO, NATIONAL ASSOCIATION

                                         by /s/ Jennifer D. Barrett
                                            ------------------------------------
                                            Name: Jennifer D. Barrett
                                            Title: Vice President

                                         by /s/ Mark H. Halldorson
                                            ------------------------------------
                                            Name: Mark H. Halldorson
                                            Title: Vice President

                                         BANK OF OKLAHOMA, N.A.

                                         by /s/ Kenton R. Owens
                                            ------------------------------------
                                            Name: Kenton R. Owens
                                            Title: Assistant Vice President

                                         FIRST HAWAIIAN BANK

                                         by /s/ Jeffrey N. Higashi
                                            ------------------------------------
                                            Name: Jeffrey N. Higashi
                                            Title: Assistant Vice President

                                         PNC BANK N.A.

                                         by /s/ Sharon Geffel
                                            ------------------------------------
                                            Name: Sharon Geffel
                                            Title: Vice President

                                       69

</TEXT>
</DOCUMENT>
