NORTHLAND CABLE TELEVISION INC
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>3
<FILENAME>v96737exv10w3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.3

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                                                                       K&S DRAFT
                                                                        11/12/03

                      AMENDED AND RESTATED CREDIT AGREEMENT

                          DATED AS OF NOVEMBER 13, 2003

                                      AMONG

                        NORTHLAND CABLE TELEVISION, INC.,

                                   AS BORROWER

                      GENERAL ELECTRIC CAPITAL CORPORATION

                            AS ADMINISTRATIVE AGENT,

                                       AND

                            THE LENDERS PARTY HERETO,
                                   AS LENDERS

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<PAGE>

                                TABLE OF CONTENTS

                         TABLE OF SCHEDULES AND EXHIBITS

                                    SCHEDULES

Schedule 1.01     CATV Systems
Schedule 5.01     Organization and Qualification of the Borrower and its
                  Subsidiaries
Schedule 5.03     Consents under Material Agreements
Schedule 5.05     Litigation
Schedule 5.07a    Authorizations
Schedule 5.07b    County and State Locations of Assets
Schedule 5.08a    Debt, Contingent Liabilities and Liens of Borrower and each
                  other Borrower Subsidiary in Existence on the Closing Date
Schedule 5.08b    Intercompany Notes
Schedule 5.11     Environmental Liabilities of the Parent, the Borrower and the
                  Borrower's Subsidiaries on the Closing Date
Schedule 5.13     Investments
Schedule 7.09     Permitted Affiliate Transactions

                                    EXHIBITS

Exhibit A         - Note (Evidencing Revolver Loan)
Exhibit B         - Note (Evidencing Term Loan)
Exhibit C         - Reserved
Exhibit D         - Compliance Certificate
Exhibit E         - Conversion/Continuation Notice
Exhibit F         - Borrowing Notice
Exhibit G         - Assignment and Acceptance

                                       -i-

<PAGE>

                        NORTHLAND CABLE TELEVISION, INC.

                                   $17,000,000

                      AMENDED AND RESTATED CREDIT AGREEMENT

         THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of November 13,
2003, among NORTHLAND CABLE TELEVISION, INC., a Washington corporation
("Borrower"), the Lenders from time to time party hereto or to an Assignment and
Acceptance and GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender and
Administrative Agent.

                                   BACKGROUND

         The Borrower and certain of the Lenders are party to that certain
Credit Agreement, dated as of August 14, 2000 (as amended, the "Existing Credit
Agreement") by and among the Borrower, the Lenders from time to time party
thereto and General Electric Capital Corporation as a Lender and the
Administrative Agent, pursuant to which the Lenders established (i) a $35
million 364-day revolving credit loan with a term out option, (ii) a $40 million
revolving credit facility with a $5 million letter of credit sublimit, (iii) a
$35 million term loan, and (iv) a $50 million uncommitted credit facility in
favor of the Borrower.

         The Borrower has requested that Lenders amend and restate the Existing
Credit Agreement to reduce the revolving credit facility from $40 million to $2
million, to eliminate the letter of credit facility, to provide a $15 million
term loan and to modify the Existing Credit Agreement in certain other respects.

                                    AGREEMENT

         NOW, THEREFORE, for valuable consideration hereby acknowledged, the
parties hereto agree that the Existing Credit Agreement is amended and restated
as follows:

                             ARTICLE I. DEFINITIONS

         1.01.    Definitions. As used in this Agreement, the following terms
have the respective meanings indicated below (such meanings to be applicable
equally to both the singular and plural forms of such terms):

         "Administrative Agent" means General Electric Capital Corporation, in
its capacity as Administrative Agent hereunder, or any successor Administrative
Agent appointed pursuant to Section 9.06 hereof

         "Advance" means a Revolver Advance or a Term Loan Advance.

<PAGE>

         "Affiliate" means a Person that directly, or indirectly through one or
more intermediaries, Controls or is Controlled By or is Under Common Control
with another Person.

         "Affiliate Acquisition" means the acquisition of (a) all of the capital
stock, partnership interest, limited liability company interest or other
ownership interest or (b) all or a portion of the assets of an Affiliate by the
Borrower.

         "Agreement" means this Amended and Restated Credit Agreement, as
hereafter amended, modified, or supplemented in accordance with its terms.

         "Annualized Operating Cash Flow" means, as of any date of
determination, the product of (a) Operating Cash Flow for Borrower's and its
Subsidiaries' most recently ended fiscal quarter, times (b) four.

         "Applicable Law" means in respect of any Person, all provisions of Laws
applicable to such Person, and all orders and decrees of all courts and
arbitrators in proceedings or actions to which the Person in question is a
party.

         "Applicable Margin" means with respect to the Base Rate Advances under
the Facility, 2.50% per annum and (ii) with respect to LIBOR Advances, 3.75% per
annum.

         "Asset Sale" means any sale, disposition, liquidation, conveyance or
transfer by Borrower or any Subsidiary of the Borrower of any Property (or
portion thereof) or an interest (other than Permitted Liens or a Lien granted to
the Administrative Agent on behalf of the Lenders) therein, other than in the
ordinary course of business.

         "Asset Sale Escrow Account" means the deposit account of the Borrower
with U.S. Bank National Association into which the Asset Sale Escrow Amount may
from time to time be deposited.

         "Asset Sale Escrow Amount" means those amounts on deposit in escrow
accounts, with U.S. Bank National Association under the terms of the Limited
Liability Company Interest Purchase and Sale Agreement by and between Wave
Division Networks, LLC and Borrower dated as of October 28, 2002 and the Asset
Purchase Agreement by and between Borrower and G Force, LLC dated as of December
31, 2002.

          "Assignment and Acceptance" means an assignment and acceptance entered
into by a Lender and an Eligible Assignee, and accepted by Administrative Agent,
in the form of Exhibit G hereto, as each such agreement may be amended,
modified, extended, restated, renewed, substituted or replaced from time to
time.

         "Auditor" means KPMG, LLP or other independent certified public
accountants selected by Borrower and reasonably acceptable to Administrative
Agent.

         "Authorizations" means all filings, recordings and registrations with,
and all validations or exemptions, approvals, orders, authorizations, consents,
Licenses, certificates and permits from, the FCC, applicable public utilities
and other federal, state and local regulatory or

                                       -2-
<PAGE>

governmental bodies and authorities or any subdivision thereof, including,
without limitation, CATV Franchises, FCC Licenses and Pole Agreements.

         "Authorized Officer" means any officer authorized by Borrower from time
to time of which the Administrative Agent has been notified in writing.

         "Bank Affiliate" means the holding company of any Lender, or any
wholly-owned direct or indirect subsidiary of such holding company or of such
Lender.

         "Base Rate Advance" means an Advance bearing interest at the Base Rate.

         "Base Rate" means a fluctuating rate per annum as shall be in effect
from time to time equal to the lesser of (a) the sum of the Applicable Margin
plus the greater of (i) the rate publicly quoted from time to time by The Wall
Street Journal as the "prime rate" (or, if The Wall Street Journal ceases
quoting a prime rate, the highest per annum rate of interest published by the
Federal Reserve Board in Federal Reserve statistical release H.15 (519) entitled
"Selected Interest Rates" as the Bank prime loan rate or its equivalent), and
(ii) the Federal Funds Rate plus 50 basis points per annum and (b) the Highest
Lawful Rate. Each change in any interest rate provided for in the Agreement
based upon the Base Rate shall take effect at the time of such change in the
Base Rate.

         "Blocked Account Agreement" means that certain Blocked Account
Agreement, dated as of the Closing Date, by and among Borrower, Administrative
Agent and U.S. Bank National Association governing the Borrower's main
concentration account.

         "Borrowing" means a borrowing under the Facility of the same Type made
on the same day.

         "Borrowing Notice" has the meaning set forth in Section 2.02(a) hereof

         "Business Day" means any day that is not a Saturday, a Sunday or a day
on which banks are required or permitted to be closed in the State of Georgia
and/or New York and, if the applicable day relates to any notice, payment or
calculation related to a LIBOR Advance, London, England.

         "Capital Expenditures" means the aggregate amount of all purchases or
acquisitions of items considered to be capital items under GAAP, and in any
event shall include the aggregate amount of items leased or acquired under
Capital Leases at the cost of the item, and the acquisition of realty, tools,
equipment, and fixed assets, and any deferred costs associated with any of the
foregoing.

         "Capital Leases" means capital leases and subleases, as defined in
accordance with GAAP.

           "Capital Stock" means, as to any Person, the equity interests in such
Person, including, without limitation, the shares of each class of capital stock
of any Person that is a corporation, each class of partnership interests
(including without limitation, general, limited and preference

                                      -3-
<PAGE>

units) in any Person that is a partnership, and each membership interest in any
Person that is a limited liability company.

         "Cash Equivalents" means investments (directly or through a money
market fund) in (a) certificates of deposit and other interest bearing deposits
or accounts with United States commercial banks having a combined capital and
surplus of at least $300,000,000, which certificates, deposits, and accounts
mature within one year from the date of investment and are fully insured as to
principal by the FDIC, (b) obligations issued or unconditionally guaranteed by
the United States government, or issued by an agency thereof and backed by the
full faith and credit of the United States government, which obligations mature
within one year from the date of investment, (c) direct obligations issued by
any state or political subdivision of the United States, which mature within one
year from the date of investment and have the highest rating obtainable from
Standard & Poor's Ratings Group or Moody's Investors Services, Inc. on the date
of investment, and (d) commercial paper which has one of the three highest
ratings obtainable from Standard & Poor's Ratings Group or Moody's Investors
Services, Inc.

         "CATV Franchise" means, collectively, with respect to Borrower and its
Subsidiaries (a) any franchise, license, permit, wire agreement or easement
granted by any Franchising Authority pursuant to which a Person has the right or
license to operate a CATV System, (b) any Pole Agreement, and (c) any
legislation, regulation, bill, ordinance, agreement or other instrument or
document setting forth all or any part of the terms of any FCC License or
franchise, license, permit, wire agreement or easement described in clause (a)
of this definition.

         "CATV System" means any cable distribution system owned or acquired by
Borrower or any of its Subsidiaries which receives or when operational, will
receive, audio, video, digital, other broadcast signals or information or
telecommunications by cable, optical, antennae, microwave or satellite
transmission and which amplifies and transmits such signals to persons who pay
to receive such signals, which such CATV Systems are described on Schedule 1.01
hereto, together with any other CATV System acquired by Borrower or any
Subsidiary owned by Borrower or any Subsidiary from time to time.

         "Change of Control" means the occurrence of any of the following: (a)
any Person other than an Affiliate of the Borrower (an "Unrelated Person"),
together with any Affiliates thereof that are also Unrelated Persons, (i)
acquires or acquire (whether through legal or beneficial ownership, by contract
or otherwise), directly or indirectly, the right to vote more than 45% of the
total voting power of all classes of voting stock of either the Borrower or the
Parent or (ii) shall have elected, or caused to be elected, a sufficient number
of its or their nominees to the board of directors of the Borrower or the Parent
such that the nominees so elected (regardless of when elected) shall
collectively constitute a majority of the board of directors of either the
Borrower or the Parent, (b) the first day on which the Parent ceases to own a
majority of the outstanding equity interests of the Borrower, (c) the adoption
of a plan relating to the liquidation or dissolution of the Borrower, (d) the
Borrower consolidates with, or merges into, any Person or sells, assigns,
conveys, transfers, leases or otherwise disposes of all or substantially all of
its assets to any Person, or any Person consolidates with, or merges with or
into, the Borrower, in any such event pursuant to a transaction in which any of
the outstanding voting stock of the Borrower is converted into or exchanged for
voting stock of the surviving or transferee Person constituting a majority of
the outstanding shares of such voting stock of such surviving or

                                      -4-
<PAGE>

transferee Person (immediately after giving effect to such issuance, or (e) John
Whetzell shall cease to serve the Borrower as chairman of the board. For
purposes of this definition, "Person" includes any "group" as such term is used
in Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, and
"beneficial ownership" shall have the meaning provided in Rule 1 3d-3 under the
Securities Exchange Act of 1934.

         "Closing Date" means the date hereof.

         "Code" means the Internal Revenue Code of 1986, as amended, and the
rules and regulations issued thereunder, as from time to time in effect.

         "Collateral" means all "collateral" referred to in any Loan Paper and
all other property which is or may be subject to a Lien in favor or for the
benefit of Administrative Agent on behalf of Lenders or any Lender to secure the
Obligations, including, without limitation, "Collateral" as defined in Section
2.15(a) hereof.

         "Commitment" means, in the aggregate, the Revolver Commitment and the
Term Loan Commitment.

         "Commitment Fee" means the fee described in Section 2.10(a) hereof

         "Compliance Certificate" means a certificate of an Authorized Officer
of Borrower, in the form of Exhibit D hereto, (a) certifying that such
individual has no knowledge that a Default or Event of Default has occurred and
is continuing, or if a Default or Event of Default has occurred and is
continuing, a statement as to the nature thereof and the action being taken or
proposed to be taken with respect thereto, and (b) setting forth detailed
calculations with respect to each of the covenants described in Sections 7.01
hereof

         "Communications Act" means the Communications Act of 1934, as amended,
47 U.S.C. Sections 151 et seq., including the Cable Communications Policy Act of
1984, Pub. L. No. 98-549, the Cable Television Consumer Protection and
Competition Act of 1992, Pub. L. No. 102-385, and the Telecommunications Act of
1996, Pub. L. No. 104-104, as such statutes may be amended from time to time,
and the published rules and regulations promulgated thereunder by the FCC.

         "Consequential Loss," with respect to (a) Borrower's payment of all or
any portion of the then-outstanding principal amount of a LIBOR Advance on a day
other than the last day of the related Interest Period, including, without
limitation, payments made as a result of the acceleration of the maturity of a
Note, (b) (subject to Administrative Agents' prior consent), a LIBOR Advance
made on a date other than the date on which the Advance is to be made according
to Section 2.02(a) hereof or Section 2.09 hereof, or (c) any of the
circumstances specified in Section 2.04 hereof and Section 2.05 hereof on which
a Consequential Loss may be incurred, means any loss, cost or expense incurred
by any Lender as a result of the timing of the payment or Advance or in
liquidating, redepositing, redeploying or reinvesting the principal amount so
paid or affected by the timing of the Advance or the circumstances described in
Section 2.04 hereof and Section 2.05 hereof, which amount shall be the sum of
(i) the interest that, but for the payment or timing of Advance, such Lender
would have earned in respect of that principal amount, reduced, if such Lender
is able to redeposit, redeploy, or reinvest the principal

                                       -5-
<PAGE>

amount, by the interest earned by such Lender as a result of redepositing,
redeploying or reinvesting the principal amount plus (ii) any expense or penalty
incurred by such Lender by reason of liquidating, redepositing, redeploying or
reinvesting the principal amount. Each determination by each Lender of any
Consequential Loss is, in the absence of manifest error, conclusive and binding.

         "Contingent Liability" means, as to any Person, any obligation,
contingent or otherwise, of such Person guaranteeing or having the economic
effect of guaranteeing any Debt or obligation of any other Person in any manner,
whether directly or indirectly, including without limitation any obligation of
such Person, direct or indirect, (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Debt or to purchase (or to advance or
supply funds for the purchase of) any security for the payment of such Debt, (b)
to purchase Property or services for the purpose of assuring the owner of such
Debt of its payment, or (c) to maintain the solvency, working capital, equity,
cash flow, fixed charge or other coverage ratio, or any other financial
condition of the primary obligor so as to enable the primary obligor to pay any
Debt or to comply with any agreement relating to any Debt or obligation, and
shall, in any event, include any contingent obligation under any letter of
credit, application for any letter of credit or other related documentation.

         "Continue," "Continuation" and "Continued" each refer to the
continuation pursuant to Section 2.09 hereof of a LIBOR Advance from one
Interest Period to the next Interest Period.

         "Control" or "Controlled By" or "Under Common Control" mean possession,
direct or indirect, of power to direct or cause the direction of management or
policies (whether through ownership of voting securities, by contract or
otherwise); provided that, in any event (a) it shall include any director (or
Person holding the equivalent position) or executive officer (or Person holding
the equivalent position) of such Person or of any Affiliate of such Person, (b)
any Person which beneficially owns 5% or more (in number of votes) of the
securities having ordinary voting power for the election of directors of a
corporation shall be conclusively presumed to control such corporation, (c) any
general partner of any partnership shall be conclusively presumed to control
such partnership, (d) any other Person who is a member of the immediate family
(including parents, spouse, siblings and children) of any general partner of a
partnership, and any trust whose principal beneficiary is such individual or one
or more members of such immediate family and any Person who is controlled by any
such member or trust, or is the executor, administrator or other personal
representative of such Person, shall be conclusively presumed to control such
Person, and (e) no Person shall be deemed to be an Affiliate of a corporation
solely by reason of his being an officer or director of such corporation.

         "Controlled Group" means, as to any Person, all members of a controlled
group of corporations and all trades or businesses (whether or not incorporated)
which are under common control with such Person and which, together with such
Person, are treated as a single employer under Section 414(b), (c), (in) or (o)
of the Code.

         "Conversion or Continuance Notice" has the meaning set forth in Section
2.09(b) hereof.

         "Cumulative Leakage Index" means the permitted index or range of
radiation leakage computed in accordance with the rules of the FCC and
applicable to CATV Systems.

                                       -6-
<PAGE>

         "Debt" means (i) all obligations, contingent or otherwise, which in
accordance with GAAP are required to be classified on the balance sheet as
liabilities, and in any event including Capital Leases, Contingent Liabilities
that are required to be disclosed and quantified in notes to consolidated
financial statements in accordance with GAAP, and liabilities secured by any
Lien on any Property, regardless of whether such secured liability is with or
without recourse and (ii) all Off-Balance Sheet Liabilities and Hedging
Obligations.

         "Debt for Borrowed Money" means, as to any Person, at any date, without
duplication, (a) all obligations of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures, notes, letters of
credit (or applications for letters of credit) or other similar instruments, (c)
all obligations of such Person to pay the deferred purchase price of property or
services, except trade accounts payable arising in the ordinary course of
business, (d) all obligations of such Person secured by a Lien on any assets or
property of any Person, and (e) Intercompany Notes.

         "Debtor Relief Laws" means applicable bankruptcy, reorganization,
moratorium, or similar Laws, or principles of equity affecting the enforcement
of creditors' rights generally.

         "Default" means any event specified in Section 8.01 hereof, whether or
not any requirement in connection with such event for the giving of notice,
lapse of time, or happening of any further condition has been satisfied.

         "Distribution" means, as to any Person, (a) any declaration or payment
of any distribution or dividend (other than a stock dividend) on, or the making
of any pro rata distribution, loan, advance, or investment to or in any holder
(in its capacity as a partner, shareholder or other equity holder) of, any
partnership interest or shares of capital stock or other equity interest of such
Person, or (b) any purchase, redemption, or other acquisition or retirement for
value of any shares of partnership interest, capital stock, membership interest
or other equity interest of such Person.

         "Eligible Assignee" means (a) any Bank Affiliate, (b) a commercial bank
organized under the laws of the United States, or any state thereof, and having
total assets in excess of $500,000,000; or (c) any other entity approved by both
Administrative Agent and, unless an Event of Default has occurred and is
continuing at the time any assignment is effected in accordance with Section
10.04 hereof, Borrower, such approval not to be unreasonably withheld or delayed
by Borrower or Administrative Agent and such approval to be deemed given by
Borrower if no objection is received by the assigning Lender and Administrative
Agent from Borrower within two Business Days after notice of such proposed
assignment has been provided by the assigning Lender to Borrower; provided,
however, that neither Borrower nor any of its Affiliates shall qualify as an
Eligible Assignee.

         "Environmental Claim" means any written notice by any Tribunal alleging
liability for damage to the environment, or by any Person alleging liability for
personal injury (including sickness, disease or death), resulting from or based
upon (a) the presence or release (including sudden or non-sudden, accidental or
non-accidental, leaks or spills) of any Hazardous Material at, in or from
property, whether or not owned by the Borrower or any of its Subsidiaries, or
(b)

                                       -7-
<PAGE>

circumstances forming the basis of any violation, or alleged violation, of any
Environmental Law.

         "Environmental Laws" means all applicable federal, state, local and
foreign laws, statutes, ordinances, codes, rules, standards and regulations, now
or hereafter in effect, and any applicable judicial or administrative
interpretation thereof, including any applicable judicial or administrative
order, consent decree, order or judgment, imposing liability or standards of
conduct for or relating to the regulation and protection of human health,
safety, the environment and natural resources (including ambient air, surface
water, groundwater, wetlands, land surface or subsurface strata, wildlife,
aquatic species and vegetation). Environmental Laws include the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C.
Sections 9601 et seq.) ("CERCLA"); the Hazardous Materials Transportation
Authorization Act of 1994 (49 U.S.C. Sections 5101 et seq.); the Federal
Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. Sections 136 et seq.); the
Solid Waste Disposal Act (42 U.S.C. Sections 6901 et seq.); the Toxic Substance
Control Act (15 U.S.C. Sections 2601 et seq.); the Clean Air Act (42 U.S.C.
Sections 7401 et seq.); the Federal Water Pollution Control Act (33 U.S.C.
Sections 1251 et seq.); the Occupational Safety and Health Act (29 U.S.C.
Sections 651 et seq.); and the Safe Drinking Water Act (42 U.S.C. Sections
300(f) et seq.), and any and all regulations promulgated thereunder, and all
analogous state, local and foreign counterparts or equivalents and any transfer
of ownership notification or approval statutes.

         "Environmental Liabilities" means, with respect to any Person, all
liabilities, obligations, responsibilities, response, remedial and removal
costs, investigation and feasibility study costs, capital costs, operation and
maintenance costs, losses, damages, punitive damages, property damages, natural
resource damages, consequential damages, treble damages, costs and expenses
(including all reasonable fees, disbursements and expenses of counsel, experts
and consultants), fines, penalties, sanctions and interest incurred as a result
of or related to any claim, suit, action, investigation, proceeding or demand by
any Person, whether based in contract, tort, implied or express warranty, strict
liability, criminal or civil statute or common law, including any arising under
or related to any Environmental Laws, Environmental Permits, or in connection
with any Release or threatened Release or presence of a Hazardous Material
whether on, at, in, under, from or about or in the vicinity of any real or
personal property.

         "Environmental Permits" means all permits, licenses, authorizations,
certificates, approvals or registrations required by any Tribunal under any
Environmental Laws.

         "ERJSA" means the Employee Retirement Income Security Act of 1974, as
amended, and the rulings and regulations issued thereunder, as from time to time
in effect.

         "ERJSA Affiliate" means any Person, that for purposes of Title IV of
ERJSA is a member of the Controlled Group of the Borrower, any Obligor, or any
Subsidiary or is under common control with Borrower, any Obligor, or any
Subsidiary, within the meaning of Section 414(c) of the Code, and the
regulations and rulings issued thereunder.

         "ERISA Event" means (a) a reportable event, within the meaning of
Section 4043 of ERISA, unless the 30-day notice requirement with respect thereto
has been waived by the PBGC with respect to a Plan, (b) the issuance by the
administrator of any Plan of a notice of intent to

                                       -8-
<PAGE>

terminate such Plan, pursuant to Section 404 1(a)(2) of ERJSA (including any
such notice with respect to a plan amendment referred to in Section 4041(e) of
ERISA), (c) the withdrawal by the Borrower, any Subsidiary of the Borrower, or
an ERISA Affiliate from a Multiple Employer Plan during a Plan year for which it
was a substantial employer, as defined in Section 4001(a)(2) of ERISA, (d) the
failure by the Borrower, any Subsidiary of the Borrower, or any ERISA Affiliate
to make a payment to a Plan required under Section 302 of ERISA, (e) the
adoption of an amendment to a Plan by the Borrower, any Subsidiary of the
Borrower or an ERISA Affiliate requiring the provision of security to such Plan,
pursuant to Section 307 of ERISA, or (1) the institution by the PBGC of
proceedings to terminate a Plan, pursuant to Section 4042 of ERISA, or the
occurrence of any event or condition that constitutes grounds under Section 4042
of ERISA for the termination of, or the appointment of a trustee to administer,
a Plan.

         "Existing Loans" shall mean the loans made by Lenders to the Borrower
pursuant to the Existing Credit Agreement outstanding on the date hereof.

         "Event of Default" means any of the events specified in Section 8.01
hereof, provided there has been satisfied any requirement in connection
therewith for the giving of notice, lapse of time, or happening of any further
condition.

         "Facility" means the Revolver Loan, and the Term Loan evidenced by this
Agreement and the Loan Papers.

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

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

         "Federal Funds Rate" means, for any day, a floating rate equal to the
weighted average of the rates on overnight federal funds transactions among
members of the Federal Reserve System, as determined by the Administrative Agent
in its sole discretion, which determination shall be final, binding and
conclusive (absent manifest error).

         "Fee Letters" means those certain letter agreements addressed to
Borrower and acknowledged by Borrower describing certain fees payable to the
Administrative Agent and/or the Lenders in connection with this Agreement and
the credit facility, as such letter agreements may be amended, modified,
substituted or replaced with the consent of Borrower and the Administrative
Agent and/or the Lenders, as appropriate.

         "Fixed Charge Coverage Ratio" means the ratio of (i) the sum of (a)
Operating Cash Flow for the most recently completed four fiscal quarters and (b)
Capital Expenditures made by the Borrower during the most recently completed
four fiscal quarters; provided that such Capital Expenditures were financed with
amounts withdrawn from the Asset Sale Escrow Account within four fiscal quarters
following the deposit thereof, to (ii) Fixed Charges for the most recently
completed four fiscal quarters.

                                       -9-
<PAGE>

         "Fixed Charges" means the sum of scheduled payments of principal on
Debt for Borrowed Money plus cash interest expense plus Capital Expenditures
plus cash taxes plus cash dividends.

         "Franchising Authority" means any federal, state, county, local or
municipal governmental authority which regulates the provision of cable
television service, including the award of franchises or other Authorizations to
construct and operate a CATV System, and which has authority over the Systems.

         "Funded Debt" means, without duplication, with respect to any Person,
all Debt of such Person, determined on a consolidated basis and measured in
accordance with GAAP that is either (a) Debt for Borrowed Money, (b) Debt having
a final maturity (or extendable at the option of the obligor for a period
ending) more than one year after the date of creation thereof, notwithstanding
the fact that payments are required to be made less than one year after such
date, (c) Capital Lease obligations (without duplication), (d) reimbursement
obligations relating to letters of credit, (e) Contingent Liabilities relating
to any of the foregoing (without duplication), (f) Withdrawal Liability, (g)
Debt, if any, associated with Interest Hedge Agreements with other Persons, (h)
payments due under Non-Compete Agreements, plus (i) payments due for the
deferred purchase price of property and services (but excluding trade payable
that are less than 90 days old and any thereof that are being contested in good
faith).

         "GAAP" means generally accepted accounting principles applied on a
consistent basis. Application on a consistent basis shall mean that the
accounting principles observed in a current period are comparable in all
material respects to those applied in a preceding period, except for new
developments or statements promulgated by the Financial Accounting Standards
Board.

         "GE Capital" means General Electric Capital Corporation, a Delaware
corporation.

         "Global Reaffirmation" means that certain Global Reaffirmation
Agreement, dated as of the Closing Date.

         "Guaranty" of a Person means any agreement by which such Person
assumes, guarantees, endorses, contingently agrees to purchase or provide funds
for the payment of, or otherwise becomes liable upon, the obligation of any
other Person, or agrees to maintain the net worth or working capital or other
financial condition of any other Person, or otherwise assures any creditor or
such other Person against loss, including, without limitation, any agreement
which assures any creditor or such other Person payment or performance of any
obligation, or any take-or-pay contract and shall include without limitation,
the contingent liability of such Person in connection with any application for a
letter of credit (without duplication of any amount already included in Debt).

         "Guarantors" means each Subsidiary and each other Person from time to
time guaranteeing payment of the Obligations to the Administrative Agent and
Lenders.

         "Hazardous Materials" means any substance, material or waste that is
regulated by, or forms the basis of liability now or hereafter under, any
Environmental Laws, including any material or substance that is (a) defined as a
"solid waste," "hazardous waste," "hazardous

                                      -10-
<PAGE>

material," "hazardous substance," "extremely hazardous waste," "restricted
hazardous waste," "pollutant," "contaminant," "hazardous constituent," "special
waste," "toxic substance" or other similar term or phrase under any
Environmental Laws, or (b) petroleum or any fraction or by-product thereof,
asbestos, polychlorinated biphenyls (PCB's), or any radioactive substance.

         "Hazardous Substances" means hazardous waste as defined in the Clean
Water Act, 33 U.S.C. Section 1251 et seq., the Comprehensive Environmental
Response Compensation and Liability Act as amended by the Superfund Amendments
and Reauthorization Act, 42 U.S.C. Section 9601 et seq., the Resource
Conservation Recovery Act, 42 U.S.C. Section 6901 et seq., and the Toxic
Substances Control Act, 15 U.S.C. Section 2601 et seq.

         "Hedging Obligations" of any Person shall mean any and all obligations
of such Person, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired under (i) any and all Interest Hedge
Agreements, (ii) any and all cancellations, buy backs, reversals, terminations
or assignments of any Interest Hedge Agreements and (iii) any and all renewals,
extensions and modifications of any Interest Hedge Agreements and any and all
substitutions for any Interest Hedge Agreements.

         "Highest Lawful Rate" at the particular time in question the maximum
rate of interest which, under Applicable Law, any Lender is then permitted to
charge on the Obligations. If the maximum rate of interest which, under
Applicable Law, any Lender is permitted to charge on the Obligations shall
change after the date hereof, the Highest Lawful Rate shall be automatically
increased or decreased, as the case may be, from time to time as of the
effective time of each change in the Highest Lawful Rate without notice to the
Borrower.

         "Indemnitees" has the meaning ascribed thereto in Section 6.09 hereof

         "Initial Advance" means the initial Advance made in accordance with the
terms hereof, which shall only be after Borrower has satisfied each of the
conditions set forth in Section 4.01, and Section 4.02 hereof (or any such
condition shall have been waived by each Lender).

         "Insufficiency" means, with respect to any Plan, the amount, if any, of
its unfunded benefit liabilities within the meaning of Section 4001(a)(18) of
ERISA.

         "Intercompany Notes" means all promissory notes payable to Borrower or
any Subsidiary of the Borrower by Borrower or any Subsidiary of Borrower and
those promissory notes described on Schedule 5.08(b) hereto, as such notes may
be amended, modified, extended, renewed, substituted or replaced from time to
time.

         "Interest Coverage Ratio" means as of any date of determination, the
ratio of (a) Operating Cash Flow for the most recently completed fiscal quarter
of Borrower and its Subsidiaries to (b) Total Cash Interest Expense for the most
recently completed fiscal quarter of Borrower and its Subsidiaries.

         "Interest Hedge Agreements" means any and all agreements, devices or
arrangements designed to protect at least one of the parties thereto from the
fluctuations of interest rates, exchange rates or forward rates applicable to
such party's assets, liabilities or exchange transactions, including, but not
limited to, dollar-denominated or cross-currency interest rate

                                      -11-
<PAGE>

exchange agreements, forward currency exchange agreements, interest rate cap or
collar protection agreements, forward rate currency or interest rate options,
puts and warrants, in form and substance acceptable to Administrative Agent
(evidenced by Administrative Agent's consent in writing) as the same may be
amended or modified and in effect from time to time, and any and all
cancellations, buy backs, reversals, terminations or assignments of any of the
foregoing.

         "Interest Period" means, with respect to any LIBOR Advance, the period
beginning on the date an Advance is made or continued as or converted into a
LIBOR Advance and ending one, two, three or six months thereafter (as Borrower
shall select) provided, however, that:

                  (a)      Borrower may not select any Interest Period that ends
         after any principal repayment date unless, after giving effect to such
         selection, the aggregate principal amount of LIBOR Advances having
         Interest Periods that end on or prior to such principal repayment date,
         shall be at least equal to the principal amount of Advances due and
         payable on and prior to such date;

                  (b)      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, however, that if such extension would cause the
         last day of such Interest Period to occur in the next following
         calendar month, the last day of such Interest Period shall occur on the
         next preceding Business Day; and

                  (c)      whenever the first day of any Interest Period occurs
         on a day of an initial calendar month for which there is no numerically
         corresponding day in the calendar month that succeeds such initial
         calendar month by the number of months equal to the number of months in
         such Interest Period, such Interest Period shall end on the last
         Business Day of such succeeding calendar month.

         "Investment" means any acquisition of all or substantially all assets
of any Person, or any direct or indirect purchase or other acquisition of, or a
beneficial interest in, capital stock or other securities of any other Person,
or any direct or indirect loan, advance (other than advances to employees for
moving and travel expenses, drawing accounts, and similar expenditures in the
ordinary course of business), or capital contribution to or investment in any
other Person, including without limitation the incurrence or sufferance of Debt
or accounts receivable of any other Person that are not current assets or do not
arise from sales to that other Person in the ordinary course of business.

         "Law" means any constitution, statute, law, ordinance, regulation,
rule, order, writ, injunction, or decree of any Tribunal.

         "Lenders" means the lenders listed on the signature pages of this
Agreement, and each Eligible Assignee which hereafter becomes a party to this
Agreement pursuant to Section 10.04 hereof, for so long as any such Person is
owed any portion of the Obligations or obligated to make any Advances.

         "Lending Office" means, with respect to each Lender, its branch or
affiliate, (a) initially, the office of such Lender, branch or affiliate
identified as such on the signature pages hereof, and

                                      -12-
<PAGE>

(b) subsequently, such other office of such Lender, branch or affiliate as such
Lender may designate to Borrower and Administrative Agent as the office from
which the Advances of such Lender will be made and maintained and for the
account of which all payments of principal and interest on the Advances and the
Commitment Fee will thereafter be made. Lenders may have more than one Lending
Office for the purpose of making Base Rate Advances and LIBOR Advances.

         "Leverage Ratio" means as of any date of determination, the ratio of
(a) Total Debt of Borrower and the Subsidiaries on such date of determination to
(b) Annualized Operating Cash Flow.

         "LIBOR Advance" means an Advance bearing interest at the LIBOR Rate.

         "LIBOR Rate" means, for any LIBOR Advance for any Interest Period
therefore, a rate per annum equal to the lesser of (a) the Highest Lawful Rate
and (b) the sum of (i) the Applicable Margin, plus (ii) the rate per annum
(rounded upwards, if necessary, to the nearest one-one hundredth (1/100th) of
one percent (1%)) appearing on Telerate Page 3750 (or any successor page) as the
London interbank offered rate for deposits in United States dollars at
approximately 11:00 a.m. (London time) two Business Days prior to the first day
of such Interest Period. If for any reason such rate is not available, the term
"LIBOR Rate" shall mean, for any LIBOR Advance for any Interest Period therefor,
the rate per annum (rounded upwards, if necessary, to the nearest one-one
hundredth (1/100th) of one percent (1%)) appearing on Reuters Screen LIBO page
as the London interbank offered rate for deposits in United States dollars at
approximately 11:00 a.m. (London time) two Business Days prior to the first day
of such Interest Period for a term comparable to such Interest Period; provided,
however, if more than one rate is specified on Reuters Screen LIBO Page, the
applicable rate shall be the arithmetic mean of all such rates.

         "LIBOR Reserve Percentage" means, at any time, the maximum rate at
which reserves (including, without limitation, any marginal, special,
supplemental or emergency reserves) are required to be maintained under
regulations issued from time to time by the Board of Governors of the Federal
Reserve System (or any successor) by member banks of the Federal Reserve System
against "Eurocurrency liabilities" (as such term is used in Regulation D).
Without limiting the effect of the foregoing, the LIBOR Reserve Percentage shall
reflect any other reserves required to be maintained by such member banks with
respect to (i) any category of liabilities which includes deposits by reference
to which the LIBOR Rate (as the case may be) is to be determined, or (ii) any
category of extensions of credit or other assets which include LIBOR Advances.
The LIBOR Rate shall be adjusted automatically on and as of the effective date
of any change in the LIBOR Reserve Percentage.

         "License" means, as to any Person, any license, permit, certificate of
need, authorization, certification, accreditation, franchise, approval, or grant
of rights by any Tribunal or third person necessary or appropriate for such
Person to own, maintain, or operate its business or Property, including FCC
Licenses and CATV Franchises, unless the failure to obtain, retain, or comply
with same would not constitute a Material Adverse Change.

                                      -13-
<PAGE>

         "Lien" means any mortgage, pledge, security interest, encumbrance,
lien, or charge of any kind, including without limitation any agreement to give
or not to give any of the foregoing, any conditional sale or other title
retention agreement, any lease in the nature thereof, and the filing of or
agreement to give any financing statement or other similar form of public notice
under the Laws of any jurisdiction (except for the filing of a financing
statement or notice in connection with an operating lease).

         "Litigation" means any proceeding, claim, lawsuit, arbitration, and/or
investigation conducted or threatened by or before any Tribunal, including
without limitation proceedings, claims, lawsuits, and/or investigations under or
pursuant to any environmental, occupational, safety and health, antitrust,
unfair competition, securities, Tax, or other Law, or under or pursuant to any
contract, agreement, or other instrument.

         "Loan Papers" means this Agreement; the Notes; the Global
Reaffirmation; the Mortgages; the Blocked Account Agreement; all Pledge
Agreements; all Security Agreements; all Guaranties executed by any Person
guaranteeing payment of any portion of the Obligations; all Fee Letters; all
Intercompany Notes; all pledge agreements pledging certain of the Intercompany
Notes to the Lenders; all Subordination Agreements executed by any Person in
connection with this transaction; each Assignment and Acceptance; all promissory
notes evidencing any portion of the Obligations; assignments, security
agreements and pledge agreements granting any interest in any of the Collateral;
stock certificates and partnership agreements constituting part of the
Collateral; mortgages, deeds of trust, financing statements, collateral
assignments, and other documents and instruments granting an interest in any
portion of the Collateral, or related to the perfection and/or the transfer
thereof; and all other documents, instruments, agreements or certificates
executed or delivered by the Borrower, the Parent or any Subsidiary of the
Borrower, as security for Borrower's obligations hereunder, in connection with
the loans to Borrower or otherwise; as each such document shall, with the
consent of the Lenders pursuant to the terms hereof, be amended, revised,
renewed, extended, substituted or replaced from time to time.

         "Majority Lenders" means any combination of Lenders having at least
66.66% of the aggregate amount of Advances under the Facility; provided,
however, that if no Advances are outstanding under this Agreement, such term
means any combination of Lenders having a Specified Percentage equal to at least
66.66% of the Facility.

         "Management Agreement" means that certain management agreement between
Borrower and Parent, dated as of August 23, 1994.

         "Management Fees" means fees payable by the Borrower to Parent pursuant
to the terms of the Management Agreement as permitted under Section 7.06 hereof

         "Material Adverse Change" means a material adverse effect on (a) the
business, assets, operations, prospects or financial or other condition of the
Borrower or any of the Borrower's Subsidiaries, (b) Borrower's ability to pay
any of the Advances or any of the other Obligations in accordance with the terms
of the Agreement, (c) the Collateral or the Administrative Agent's Liens, on
behalf of itself and Lenders, on the Collateral or the priority of such Liens,
or (d) the Administrative Agent's or any Lender's rights and remedies under the
Agreement and the other

                                      -14-
<PAGE>

Loan Papers. Without limiting the generality of the foregoing, any event or
occurrence adverse to one or more of the Borrower or any of the Borrower's
Subsidiaries which results or could reasonably be expected to result in losses,
costs, damages, liabilities or expenditures in excess of $ 500,000 shall
constitute a Material Adverse Change.

         "Maturity Date" means December 31, 2006, or such earlier date all of
the Obligations become due and payable (whether by acceleration, prepayment in
full, scheduled reduction or otherwise).

         "Maximum Amount" means the maximum amount of interest which, under
Applicable Law, Administrative Agent or any Lender is permitted to charge on the
Obligations.

         "Mortgages" means each of the mortgages, deeds of trust, deeds to
secure debt, leasehold mortgages, leasehold deeds of trust, collateral
assignment of leases, or other real estate security documents delivered by the
Borrower or any Subsidiary of the Borrower to Administrative Agent on behalf of
itself and the Lenders with respect to the Mortgaged Properties, all in form and
substance satisfactory to the Administrative Agent.

         "Mortgaged Properties" means each of the head-ends located in
Statesboro, Georgia, Clemson, South Carolina, Moses Lake, Washington and
Greenwood, South Carolina.

         "Multiemployer Plan" means a multiemployer plan, as defined in Section
4001(a)(3) of ERISA, to which Borrower, any Subsidiary of Borrower, or any ERISA
Affiliate is making or accruing an obligation to make contributions, or has
within any of the preceding five plan years made or accrued an obligation to
make contributions, such plan being maintained pursuant to one or more
collective bargaining agreements.

         "Multiple Employer Plan" means a single employer plan, as defined in
Section 4001 (a)(15) of ERISA, that (a) is maintained for employees of Borrower,
any Subsidiary of Borrower, or any ERISA Affiliate and at least one Person other
than Borrower, any Subsidiary of Borrower, and any ERISA Affiliate, or (b) was
so maintained and in respect of which Borrower, any Subsidiary of Borrower, or
any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in
the event such plan has been or were to be terminated.

         "Net Proceeds" means the gross proceeds received by Borrower or any
Subsidiary of the Borrower in connection with or as a result of any Asset Sale,
minus (so long as each of the following are estimated in good faith by Borrower
or such Subsidiary and certified to the Lenders in reasonable detail by an
Authorized Officer) (a) amounts paid or reserved in good faith, if any, for
taxes payable with respect to such Asset Sale in an amount equal to the tax
liability of Borrower or any Subsidiary of the Borrower in respect of such sale
(taking into account all other tax benefits of each of the parties) and (b)
reasonable and customary transaction costs payable by Borrower or any Subsidiary
of the Borrower related to such sale.

         "Northland Indenture" means that 10 1/4% senior subordinated note
indenture between Northland Cable Television, Inc. and Harris Trust Company of
California dated November 12, 1997.

                                      -15-
<PAGE>

         "Note" means each and "Notes" means (a) all promissory notes of
Borrower evidencing the Advances and obligations owing hereunder to each Lender
under the Revolver Loan, in substantially the form of Exhibit A hereto and (b)
all promissory notes of Borrower evidencing the Advances and obligations owing
hereunder to each Lender under the Term Loan, in substantially the form of
Exhibit B hereto, each payable to the order of each Lender, as each such note
may be amended, extended, restated, renewed, substituted or replaced from time
to time.

         "Obligations" means all present and future obligations, indebtedness
and liabilities, and all renewals and extensions of all or any part thereof, of
the Borrower, the Parent or any Subsidiary of the Borrower to Lenders,
Administrative Agent or any Bank Affiliate arising from, by virtue of, or
pursuant to this Agreement, any of the other Loan Papers and any and all
renewals and extensions thereof or any part thereof, or future amendments
thereto, all interest accruing on all or any part thereof and reasonable
attorneys' fees incurred by the Administrative Agent for the preparation of this
Agreement and consummation of this credit facility, execution of waivers,
amendments and consents, and in connection with the enforcement or the
collection of all or any part thereof, and reasonable attorneys' fees incurred
by the Lenders or any Bank Affiliate in connection with the enforcement or the
collection of all or any part of the Obligations during the continuance of an
Event of Default, in each case whether such obligations, indebtedness and
liabilities are direct, indirect, fixed, contingent, joint, several or joint and
several, provided that the definition of Obligations as used in this Agreement
shall specifically include (i) all amounts owed by the Borrower, the Parent or
any Subsidiary of the Borrower pursuant to the terms of any Interest Hedge
Agreement entered into by the Borrower with the Administrative Agent, any Lender
or any Bank Affiliate, plus (ii) all amounts owed any Bank Affiliate in
accordance with the terms of Section 2.13 hereof. Without limiting the
generality of the foregoing, "Obligations" includes all amounts which would be
owed by the Borrower, the Parent or any Subsidiary of the Borrower and any other
Person (other than Administrative Agent or Lenders) to Administrative Agent,
Lenders or any Bank Affiliate under any Loan Paper, but for the fact that they
are unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving the Borrower, the Parent or any
Subsidiary of the Borrower or any other Person (including all such amounts which
would become due or would be secured but for the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding of the Borrower, the Parent or any Subsidiary of the Borrower or any
other Person under any Debtor Relief Law).

         "Off-Balance Sheet Liabilities" of any Person shall mean (i) any
repurchase obligation or liability of such Person with respect to accounts or
notes receivable sold by such Person, (ii) any liability of such Person under
any sale and leaseback transactions that do not create a liability on the
balance sheet of such Person, (iii) any Synthetic Lease Obligation or (iv) any
obligation arising with respect to any other transaction which is the functional
equivalent of or takes the place of borrowing but which does not constitute a
liability on the balance sheet of such Person.

         "Operating Cash Flow" means for any fiscal quarter of Borrower and its
Subsidiaries, Borrower's and its Subsidiaries' net income for such period, plus
(a) Taxes, plus (b) interest expense, plus (c) the sum of depreciation,
amortization expense and other non-cash charges for such period, plus (d)
deferred Management Fees accrued but not paid during such period pursuant to the
Management Agreement, all calculated on a consolidated basis in accordance with
GAAP, minus (e) deferred previous period Management Fees paid in cash.

                                      -16-
<PAGE>

         "Operating Leases" means operating leases, as defined in accordance
with GAAP.

         "Parent" means Northland Telecommunications Corporation, a Washington
corporation.

         "PBGC' means the Pension Benefit Guaranty Corporation, or any successor
agency or entity performing substantially the same functions.

         "Permitted Liens" means

         (a)      those imposed by the Loan Papers;

         (b)      Liens in connection with workers' compensation, unemployment
insurance or other social security obligations (which phrase shall not be
construed to refer to ERISA);

         (c)      deposits, pledges or liens to secure the performance of bids,
tenders, contracts (other than contracts for the payment of borrowed money),
leases, statutory obligations, surety, customs, appeal, performance and payment
bonds and other obligations of like nature arising in the ordinary course of
business;

         (d)      mechanics', workmen's, carriers, warehousemen's,
materialmen's, landlords', or other like Liens arising in the ordinary course of
business with respect to obligations which are not due or which are being
contested in good faith and by appropriate proceedings diligently conducted;

         (e)      Liens for taxes, assessments, fees or governmental charges or
levies not delinquent or which are being contested in good faith and by
appropriate proceedings diligently conducted, and in respect of which adequate
reserves shall have been established in accordance with GAAP on the books of
Borrower or Borrower's Subsidiaries;

         (f)      Liens or attachments, judgments or awards against Borrower or
any of Borrower's Subsidiaries with respect to which an appeal or proceeding for
review shall be pending or a stay of execution shall have been obtained, and
which are otherwise being contested in good faith and by appropriate proceedings
diligently conducted, and in respect of which adequate reserves shall have been
established in accordance with GAAP on the books of Borrower or such Subsidiary;

         (g)      statutory Liens in favor of lessors arising in connection with
Property leased to Borrower or any of its Subsidiaries; and

         (h)      easements, rights of way, restrictions, leases of Property to
others, easements for installations of public utilities, title imperfections and
restrictions, zoning ordinances and other similar encumbrances affecting
Property which in the aggregate do not materially adversely affect the value of
such Property or materially impair its use for the operation of the business of
Borrower or such Subsidiary.

         "Person" means an individual, partnership, joint venture, corporation,
trust, Tribunal, unincorporated organization, and government, or any department,
agency, or political subdivision thereof.

                                      -17-
<PAGE>

         "Plan" means a Single Employer Plan or a Multiple Employer Plan.

         "Pledge Agreement" means each Pledge Agreement whereby the Pledged
Interests are pledged to Administrative Agent to secure the Obligations, as such
agreement may be amended, modified, extended, renewed, restated, substituted or
replaced from time to time.

         "Pledged Interests" means (a) a first perfected security interest in
100% of the Capital Stock of Borrower and 100% of the Capital Stock of the
Borrower's Subsidiaries; (b) a first perfected security interest in the
Intercompany Notes payable to Borrower and (c) Investments owned by Borrower and
its Subsidiaries described on Schedule 5.13 hereto.

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

         "Prohibited Transaction" has the meaning specified therefor in Section
4975 of the Code or Section 406 of ERISA.

         "Property" means all types of real, personal, tangible, intangible, or
mixed property, whether owned in fee simple or leased.

         "Quarterly Date" means the last Business Day of each March, June,
September and December during the term of this Agreement, commencing on December
31, 2003.

         "Ratable" means, as to any Lender, in accordance with its Specified
Percentage.

         "Refinancing Advance" means an Advance that is used to pay the
principal amount of an existing Advance (or any portion thereof) at the end of
its Interest Period and which, after giving effect to such application, does not
result in an increase in the aggregate amount of outstanding Advances.

         "Regulatory Change" means any change after the date hereof in federal,
state, or foreign Laws (including the introduction of any new Law) or the
adoption or making after such date of any interpretations, directives, or
requests of or under any federal, state, or foreign Laws (whether or not having
the force of Law) by any Tribunal charged with the interpretation or
administration thereof, applying to a class of financial institutions that
includes any Lender, excluding, however, any such change which results in an
adjustment of the LIBOR Reserve Percentage and the effect of which is reflected
in a change in the LIBOR Rate as provided in the definition of such term.

         "Release" means any release, threatened release, spill, emission,
leaking, pumping, pouring, emitting, emptying, escape, injection, deposit,
disposal, discharge, dispersal, dumping, leaching or migration of Hazardous
Material in the indoor or outdoor environment, including the movement of
Hazardous Material through or in the air, soil, surface water, ground water or
property.

         "Reportable Event" means a reportable event as defined in Section 4043
of ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation waived the
requirement of Section 4043(a) of ERISA that it

                                      -18-
<PAGE>

be notified within 30 days of the occurrence of such event, provided that a
failure to meet the minimum funding standard of Section 412 of the Code and of
Section 302 of ERJSA shall be a Reportable Event regardless of the issuance of
any such waivers in accordance with either Section 4043(a) of ERISA or Section 4
12(d) of the Code.

         "Restricted Payments" means, for the Borrower or any Subsidiary of the
Borrower, (a) any direct or indirect Distribution, dividend or other payment on
account of any equity interest in, or shares of, Capital Stock or other
securities, of the Borrower and its Subsidiaries (or the establishment of any
sinking fund or otherwise the setting aside of any funds with respect thereto),
except such dividends that are paid with common equity securities of the
Borrower; (b) any management, consulting or other similar fees, or any interest
thereon, payable by the Borrower or any Subsidiary of the Borrower to any other
Affiliate of the Borrower (or the establishment of any sinking fund or otherwise
the setting aside of any funds with respect thereto), but specifically excluding
any consulting fees payable by the Borrower or any Subsidiary of the Borrower to
a Person that is not an Affiliate of the Borrower, (c) loans or advances to
employees and/or shareholders of the Borrower or any Subsidiary of the Borrower;
(d) prepayments of principal and/or interest, or the setting aside of funds with
respect thereto, of any Total Debt except the Obligations; (e) dividends,
distributions, redemptions, repurchases or defeasance of any preferred stock
issuance (or the setting aside of any funds to do so) and (f) payments of
principal and/or interest, or the setting aside of funds with respect thereto,
of any Subordinated Debt.

         "Revolver Advance" means any advance made under the Revolver Loan.

         "Revolver Commitment" means, with respect to the Revolver Loan,
$2,000,000, as reduced from time to time pursuant to Section 2.04 and Section
2.06 hereof

         "Revolver Commitment Fee" means the fee described in Section 2.10(a)(i)
hereof

         "Revolver Determining Lenders" has the meaning set forth in Section
2.16(a) hereof.

         "Revolver Loan" means the loan made by Lenders pursuant to Section
2.01(a) of this Agreement.

         "Revolver Note" means each Note of the Borrower evidencing Revolver
Advances under the Revolver Loan hereunder, substantially in the form of Exhibit
A hereto, together in each case, with any extension, renewal or amendment
thereof, or substitution therefor.

         "Revolver Specified Percentage" means, as to any Lender, the percentage
indicated beside its name on the signature pages hereof designated as its
Revolver Specified Percentage, or as adjusted or specified (i) in any Assignment
and Acceptance or (ii) in any amendment to this Agreement.

         "Rights" means rights, remedies, powers, and privileges.

         "Security Agreements" means (i) the Amended and Restated Security
Agreement dated as of the date hereof, duly executed by Borrower, and (ii) the
Amended and Restated Security Agreement dated as of the date hereof, duly
executed by the Guarantors, in each case as such

                                      -19-
<PAGE>

agreements may be amended, modified, extended, renewed, restated, substituted or
replaced from time to time.

         "Senior Debt" means Total Debt minus Subordinated Debt.

         "Senior Leverage Ratio" means, as of any date of determination, the
ratio of Senior Debt on such date of determination to Annualized Operating Cash
Flow.

         "Single Employer Plan" means a single employer plan, as defined in
Section 4001(a)(15) of ERISA, other than a Multiple Employer Plan, that is
maintained for employees of Borrower or any ERISA Affiliate.

         "Solvent" means, with respect to any Person, that on such date (a) the
fair value of the Property of such Person is greater than the total amount of
liabilities, including without limitation Contingent Liabilities of such Person,
(b) the present fair salable value of the assets of such Person is not less than
the amount that will be required to pay the probable liability of such Person on
its debts as they become absolute and matured, (c) such Person does not intend
to, and does not believe that it will, incur debts or liabilities beyond such
Person's ability to pay as such debts and liabilities mature, and (d) such
Person is not engaged in business or a transaction, and is not about to engage
in business or a transaction, for which such Person's Property would constitute
an unreasonably small capital.

         "Special Counsel" means the law firm of King & Spalding LLP, Atlanta,
Georgia, special counsel to Administrative Agent, or such other counsel selected
by the Administrative Agent from time to time.

         "Specified Percentage" means, either a Revolver Specified Percentage or
a Term Loan Specified Percentage, as the context may require.

         "Subordinated Debt" means notes issued under the Northland Indenture
and all other Debt subordinated to the Debt evidenced by this Agreement, in form
and substance acceptable to the Administrative Agent.

         "Subordination Agreements" means each Subordination Agreement whereby
Debt of the Borrower is subordinated to the Obligations, including, without
limitation, the Subordination Agreement governing the Management Fees, as such
agreements may be amended, modified, extended, renewed, restated, substituted or
replaced from time to time.

         "Subscriber Report" means a report substantially in the form of
Schedule 1.1.

         "Subsidiary" of any Person means any corporation, limited liability
company, partnership, joint venture, trust, estate or other legal entity of
which (or in which) more than 50% of:

                  (a)      the outstanding Capital Stock or other equity
         interests of such corporation having voting power to elect a majority
         of the Board of Directors of such corporation (or other Persons
         performing similar functions of such entity, and irrespective of
         whether at

                                      -20-
<PAGE>

         the time Capital Stock of any other class or classes of such
         corporation shall or might have voting power upon the occurrence of any
         contingency),

                  (b)      the interest in the capital or profits of such
         partnership, limited liability company or joint venture,

                  (c)      the beneficial interest of such trust or estate, or

                  (d)      the equity interest of such other legal entity is at
         the time directly or indirectly owned by (i) such Person, (ii) such
         Person and one or more of its Subsidiaries or (iii) one or more of such
         Person's Subsidiaries.

         "Synthetic Lease" means a lease transaction under which the parties
intend that (i) the lease will be treated as an "operating lease" by the lessee
pursuant to Statement of Financial Accounting Standards No. 13, as amended and
(ii) the lessee will be entitled to various tax and other benefits ordinarily
available to owners (as opposed to lessees) of like property.

         "Synthetic Lease Obligations" shall mean, with respect to any Person,
the sum of (i) all remaining rental obligations of such Person as lessee under
Synthetic Leases which are attributable to principal and, without duplication,
(ii) all rental and purchase price payment obligations of such Person under such
Synthetic Leases assuming such Person exercises the option to purchase the lease
property at the end of the lease term.

         "System" or "Systems" means the CATV Systems listed on Schedule 1.01
hereto, and any and all other CATV Systems acquired or owned by Borrower or any
Subsidiary of the Borrower from time to time.

         "Taxes" means all taxes, assessments, imposts, fees, or other charges
at any time imposed by any Laws or Tribunal.

         "Term Loan Advance" means any advance made under the Term Loan.

         "Term Loan Commitment" means, with respect to the Term Loan,
$15,000,000.

         "Term Loan" means the loan made by Lenders pursuant to Section 2.01(c)
of this Agreement.

         "Term Loan Note" means each Note of the Borrower evidencing Term Loan
Advances under the Term Loan hereunder, substantially in the form of Exhibit B
hereto, together in each case, with any extension, renewal or amendment thereof,
or substitution therefor.

         "Term Loan Specified Percentage" means, as to any Lender, the
percentage indicated beside its name on the signature pages hereof designated as
its Term Loan Specified Percentage, or as adjusted or specified (i) in any
Assignment and Acceptance or (ii) in any amendment to this Agreement.

         "Total Cash Interest Expense" means all Total Interest Expense payable
in cash.

                                      -21-
<PAGE>

         "Total Debt" means, without duplication, with respect to Borrower and
its Subsidiaries, the sum of all Funded Debt of Borrower and its Subsidiaries,
excluding Debt evidenced by the Intercompany Notes which such Debt is subject to
a Subordination Agreement, calculated on a consolidated basis in accordance with
GAAP.

         "Total Debt Service" means on any date of determination for Borrower
and its Subsidiaries on a consolidated basis, the sum of Total Cash Interest
Expense for the 12-month period completed on the day before the date of
determination plus required scheduled principal payments on Total Debt for the
12-month period completed on the day before the date of determination.

         "Total Interest Expense" means as of any date of determination for any
period of calculation, all Borrower's and the Borrower's Subsidiaries'
consolidated interest expense included in a consolidated income statement
(without deduction of interest income) of Borrower and its consolidated
Subsidiaries for such period calculated on a consolidated basis in accordance
with GAAP, excluding interest expense on the Intercompany Notes, but including
without limitation or duplication (or, to the extent not so included, with the
addition of) (a) the amortization of Debt discounts; (b) any fees or expenses
with respect to letters of credit, bankers' acceptances or similar facilities;
(c) fees and expenses with respect to interest rate swap or similar agreements
or foreign currency hedge, exchange or similar agreements, other than fees or
charges related to the acquisition or termination thereof which are not
allocable to interest expense in accordance with GAAP; (d) preferred stock
Distributions for Borrower and its consolidated Subsidiaries declared and
payable in cash, and (e) Commitment Fees.

         "Total Specified Percentage" means, as to any Lender on any date of
determination, the percentage that such Lender's maximum dollar commitment to
lend under the aggregate Loans on such date, bears to the sum of the Revolver
Commitment plus the Term Loan Commitment. If all or any portion of the
Commitments have been terminated or expired, Total Specified Percentage shall be
determined based upon the Commitments most recently in effect, giving effect to
any assignments.

         "Tribunal" means any state, commonwealth, federal, foreign,
territorial, or other court or government body, subdivision, agency, department,
commission, board, bureau, or instrumentality of a governmental body, including,
but not limited to, the FCC and the Franchises Authorities.

         "Type" refers to the distinction between Advances bearing interest at
the Base Rate and LIBOR Rate.

         "UCC" means the Uniform Commercial Code as the same may, from time to
time, be enacted and in effect in the State of New York; provided, that to the
extent that the UCC is used to define any term herein or in any Loan Paper and
such term is defined differently in different Articles or Divisions of the UCC,
the definition of such term contained in Article or Division 9 shall govern;
provided further, that in the event that, by reason of mandatory provisions of
law, any or all of the attachment, perfection or priority of, or remedies with
respect to, the Administrative Agent's or any Lender's Lien on any Collateral is
governed by the Uniform Commercial Code as enacted and in effect in a
jurisdiction other than the State of New York, the

                                      -22-
<PAGE>

term "Code" shall mean the Uniform Commercial Code as enacted and in effect in
such other jurisdiction solely for purposes of the provisions thereof relating
to such attachment, perfection, priority or remedies and for purposes of
definitions related to such provisions.

         "Unused Revolver Commitment" means, on any date of determination, the
Revolver Commitment in effect on such date, minus all outstanding Revolver
Advances made under the Revolver Loan on such date.

         "Withdrawal Liability" has the meaning given such term under Part I of
Subtitle E of Title IV of ERISA.

         1.02.    Accounting and Other Terms. All accounting terms used in this
Agreement which are not otherwise defined herein shall be construed in
accordance with GAAP consistently applied on a consolidated basis for Borrower,
the Parent and the Subsidiaries of the Borrower, unless otherwise expressly
stated herein. References herein to one gender shall be deemed to include all
other genders. Except where the context otherwise requires, all references to
time are deemed to be New York, New York time.

                   ARTICLE II. AMOUNTS AND TERMS OF ADVANCES

         2.01.    Loans.

                  (a)      Existing Loans. On the Closing Date, $15,000,000 of
the Existing Loans which are Term Loans (as such term is defined in the Existing
Credit Agreement) shall be deemed to be Term Loans hereunder, and $2,000,000 of
the Existing Loans which are Revolving Loans (as such term is defined in the
Existing Credit Agreement) shall be deemed to be Revolving Loans hereunder.

                  (b)      Revolver Loan. Each Lender severally agrees, on the
terms and subject to the conditions hereinafter set forth, to make revolving
Revolver Advances available to the Borrower on a Business Day during the period
from the Closing Date to the Maturity Date in an aggregate principal amount not
to exceed at any time outstanding such Lender's Revolver Specified Percentage of
the difference between the Revolver Commitment and the sum of Revolver Advances
then outstanding. Subject to the terms and conditions of this Agreement, from
Closing Date until the Maturity Date, the Borrower may borrow, repay and
reborrow the Revolver Advances; provided, however, that at no time shall the sum
of all outstanding Revolver Advances exceed the Revolver Commitment.

                  (c)      Reserved.

                  (d)      Term Loan. Each Lender severally agrees, on the terms
and subject to the conditions hereinafter set forth, to make a Term Loan Advance
to the Borrower on the Closing Date, in an aggregate principal amount not to
exceed at any time outstanding such Lender's Term Loan Specified Percentage of
the Term Loan Commitment. Any Term Loan Advance that is repaid may not be
reborrowed, other than Refinancing Advances.

         2.02.    Making Advances.

                                      -23-
<PAGE>

                  (a)      Revolver Advances and Term Loan Advances. Each
Borrowing of Revolver Advances and the Term Loan Advances shall be made upon the
written notice of the Borrower, received by Administrative Agent not later than
(i) 12:00 noon. (New York, New York time) three Business Days prior to the date
of the proposed Borrowing, in the case of Advances which are LIBOR Advances and
(ii) 12:00 noon (New York, New York) time on the date of such Borrowing, in the
case of Advances which are Base Rate Advances. Each such notice of a Borrowing
(a "Borrowing Notice") shall be by telecopy or telephone, promptly confirmed by
letter, in substantially the form of Exhibit F hereto specifying therein:

                  (i)      the date of such proposed Borrowing, which shall be a
         Business Day, and whether such Borrowing will be under the Revolver
         Loan or, in the case of an Advance on the Closing Date under the Term
         Loan;

                  (ii)     the Type of Advances of which the Borrowing is to be
         comprised;

                  (iii)    the amount of such proposed Borrowing which, (A) with
         respect to Advances drawn under (I) the Revolver Loan, shall not exceed
         the unused portion of the Revolver Commitment, and (II) the Term Loan,
         shall not exceed the unused portion of the Term Loan Commitment and (B)
         shall (I) in the case of a Borrowing of Base Rate Advances, be in an
         amount of not less than $100,000 or an integral multiple of $100,000 in
         excess thereof (or any lesser amount if such amount is the remaining
         undrawn portion under the Revolver Commitment), and (II) in the case of
         a Borrowing of LIBOR Advances, be in an amount of not less than
         $500,000 or an integral multiple of $100,000 in excess thereof, and

                  (iv)     if the Borrowing is to be comprised of LIBOR
         Advances, the duration of the initial Interest Period applicable to
         such Advances.

If the Borrowing Notice fails to specify (a) whether such Borrowing is to be a
Base Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be
a Base Rate Advance, or (b) the duration of the initial Interest Period for any
Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances,
such Interest Period shall be one month. Administrative Agent shall promptly
notify Lenders of each such notice. Each Lender shall, before 3:00 p.m. (New
York, New York time) on the date of each Advance under the Revolver Loan and the
Term Loan hereunder (other than a Refinancing Advance), make available to
Administrative Agent by wire to the Administrative Agent as set forth on Annex 1
attached hereto, such Lender's Applicable Specified Percentage of the aggregate
Advances under the respective Loan requested, to be made on that day in
immediately available funds.

                  (b)      Availability of Funds. Unless any applicable
condition specified in Article IV has not been satisfied, Administrative Agent
will make the funds promptly available to the Borrower (other than with respect
to a Refinancing Advance) by wiring such amounts pursuant to any wiring
instructions as specified by the Borrower to the Administrative Agent in
writing.

                  (c)      Number of Interest Periods and Maximum Borrowings.
After giving effect to any Borrowing, (i) there shall not be more than six
different Interest Periods in effect and (ii) the aggregate principal amount of
outstanding Advances under (A) the Revolver Loan,

                                      -24-
<PAGE>

shall not exceed the Revolver Commitment and (B) the Term Loan shall not exceed
the Term Commitment.

                  (d)      Interest Period Limitations. No Interest Period
applicable to any Advance shall extend beyond the Maturity Date.

                  (e)      Reliance by Administrative Agent. Unless a Lender
shall have notified Administrative Agent prior to the date of any Advance that
it will not make available its Applicable Specified Percentage of any Advance,
Administrative Agent may assume that such Lender has made the appropriate amount
available in accordance with Section 2.02(a) hereof, and Administrative Agent
may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. If and to the extent any Lender shall not have made such
amount available to Administrative Agent, such Lender and the Borrower severally
agree to repay to Administrative Agent immediately on demand such corresponding
amount together with interest thereon, from the date such amount is made
available to the Borrower until the date such amount is repaid to Administrative
Agent, at (i) in the case of the Borrower, the Base Rate, and (ii) in the case
of such Lender, the Federal Funds Rate.

                  (f)      Failure by Lender to Make Advance. The failure by any
Lender to make available its Applicable Specified Percentage of any Advance
hereunder shall not relieve any other Lender of its obligation, if any, to make
available its Applicable Specified Percentage of any Advance. In no event,
however, shall any Lender be responsible for the failure of any other Lender to
make available any portion of any Advance.

                  (g)      Indemnification. The Borrower shall indemnify each
Lender against any Consequential Loss incurred by each Lender as a result of (i)
any failure to fulfill, on or before the date specified for an Advance, the
conditions to the Advance set forth herein (including a Refinancing Advance) or
(ii) the Borrower's requesting that an Advance (including a Refinancing Advance)
not be made on the date specified in the Borrowing Notice.

         2.03.    Evidence of Indebtedness.

                  (a)      The obligations of the Borrower with respect to (i)
the Revolver Advances made by each Lender shall be evidenced by a Note in the
form of Exhibit A hereto and in the amount of such Lender's Revolver Specified
Percentage of $2,000,000, and (ii) the Term Loan made by each Lender shall be
evidenced by a Note in the form of Exhibit B hereto and in the amount of the sum
of such Lender's Term Loan Specified Percentage of $15,000,000 (as the same may
be modified pursuant to Section 10.04 hereof).

                  (b)      Absent manifest error, Administrative Agent's and
each Lender's records shall be conclusive as to amounts owed Administrative
Agent and such Lender under the Notes and this Agreement.

         2.04.    Reduction of Commitment.

                  (a)      Voluntary Commitment Reduction. Borrower shall have
the right from time to time upon notice by Borrower to the Administrative Agent
not later than 1:00 p.m. (New York, New York time), five Business Days in
advance, to reduce the Commitment, in whole or

                                      -25-
<PAGE>

in part; provided, however, that Borrower shall pay the accrued commitment fee
on the amount of such reduction, if any, and any partial reduction shall be in
an aggregate amount which is not less than $1,000,000 and an integral multiple
of $500,000. Such notice shall specify the amount of reduction and the proposed
date of such reduction.

                  (b)      Mandatory Commitment Reduction.

                  (i)      Term Loan. The Term Loan Commitment shall be reduced
         to zero after the initial Advance on the Closing Date

                  (ii)     Asset Sales. On the date of any Asset Sale of
         Borrower or any Subsidiary of the Borrower, the Commitment shall be
         automatically and permanently reduced by an amount equal to 100% of the
         Net Proceeds in accordance with the prepayment provisions of Section
         2.05(b)(i). On such date, Borrower shall deliver to the Administrative
         Agent a certificate of an Authorized Officer certifying as to the
         amount of (including the calculation of) such Commitment reduction and,
         with respect to the Asset Sale giving rise thereto, the gross proceeds
         thereof and the costs and expenses payable as a result thereof which
         were deducted in determining the amount of Net Proceeds.

                  (c)      Commitment Reductions, Generally. To the extent that
the sum of the aggregate outstanding Advances under the Revolver Loan exceeds
the Revolver Commitment after any reduction thereof, Borrower shall immediately
repay on the date of such reduction, any such excess amount and all accrued
interest thereon, together with any amounts constituting any Consequential Loss.
Once reduced or terminated pursuant to this Section 2.04, the Revolver
Commitment may not be increased or reinstated.

         2.05.    Prepayments.

                  (a)      Optional Prepayments. Borrower may, upon written
notice received by Agent by 1:00 p.m. (New York, New York time) at least two
Business Days prior to such prepayment, stating the proposed date and aggregate
principal amount of the prepayment, prepay the outstanding principal amount of
any Advances in whole or in part, together with accrued interest to the date of
such prepayment on the principal amount prepaid without premium or penalty other
than any Consequential Loss; provided, however, that in the case of a prepayment
of a Base Rate Advance, the notice of prepayment may be given by telephone by
1:00 p.m. (New York, New York time) on the date of prepayment. Each partial
prepayment shall, in the case of Base Rate Advances, be in an aggregate
principal amount of not less than $100,000 or a larger integral multiple of
$100,000 in excess thereof and, in the case of LIBOR Advances, be in an
aggregate principal amount of not less than $500,000 or a larger integral
multiple of $100,000 in excess thereof. If any notice of prepayment is given,
the principal amount stated therein, together with accrued interest on the
amount prepaid and the amount, if any, due under Sections 2.11 and 2.13 hereof,
shall be due and payable on the date specified in such notice.

                  (b)      Mandatory Prepayments.

                  (i)      Asset Sales. No more than ten days after the date of
         any Asset Sale of Borrower or any Subsidiary of the Borrower, Borrower
         shall make a mandatory prepayment as provided in Section 2.05(c)
         hereof, and the Revolver Commitment and

                                      -26-
<PAGE>

         the Term Loan, as reduced by any such prepayment, shall be
         automatically and permanently reduced, by an amount equal to 100% of
         the Net Proceeds; provided that so long as no Default or Event of
         Default has occurred and is continuing no such prepayment shall be
         required if such Net Proceeds are reinvested in similar assets within
         360 days of such sale. No more than ten days after the date of any such
         sale, Borrower shall deliver to the Administrative Agent a certificate
         of an Authorized Officer certifying as to the amount of (including the
         calculation of) such prepayment and reduction of the all commitments in
         the aggregate and, with respect to the Asset Sale giving rise thereto,
         the gross proceeds thereof and the costs and expenses payable as a
         result thereof which were deducted in determining the amount of Net
         Proceeds, and a statement of whether the Borrower intends to reinvest
         such Net Proceeds within 360 days of such sale; provided however that
         no such mandatory prepayment shall be required with respect to the
         Asset Sale Escrow Amount unless the Borrower so elects.

                  (ii)     Issuance of Debt. On the date of any issuance of Debt
         by the Borrower or its Subsidiaries other than Capitalized Leases,
         Subordinated Debt, purchase money Debt, and the first $5,000,000 of
         other Debt issued during the term of this Agreement, Borrower shall
         make a mandatory prepayment as provided in Section 2.05(c) hereof, and
         the Revolver Commitment and the Term Loan, as reduced by any such
         prepayment, shall be automatically and permanently reduced, by an
         amount equal to 100% of the Net Proceeds. On the date of any such
         issuance, Borrower shall deliver to the Administrative Agent a
         certificate of an Authorized Officer certifying as to the amount of
         (including the calculation of) such prepayment and reduction of the all
         commitments in the aggregate and, with respect to the issuance of Debt
         giving rise thereto, the gross proceeds thereof and the costs and
         expenses payable as a result thereof which were deducted in determining
         the amount of Net Proceeds.

                  (c)      Prepayments, Generally. All prepayments of Advances
under the Revolver Loan and the Term Loan made solely pursuant to Section
2.05(b) shall cause the Revolver Commitment and the Term Loan to be reduced.
Each such prepayment of Advances shall permanently reduce the Term Loan and the
Revolver Commitment, respectively. Any prepayment of Advances pursuant to this
Section 2.05 shall be applied first to Base Rate Advances, if any, then
outstanding under the Facility, second to LIBOR Advances for which the date of
prepayment is the last day of the applicable Interest Period, if any,
outstanding under the Facility and third to LIBOR Advances with the shortest
remaining Interest Periods outstanding under the Facility. All such prepayments
shall be applied as follows: (A) so long as no Default or Event of Default shall
have occurred (i) such amounts as directed by Borrower, in Borrower's sole and
absolute discretion to prepay the Revolving Loans and with a corresponding
permanent reduction of the Revolver Commitment and (ii) the remaining balance of
such Net Proceeds to prepay scheduled principal payments of the Term Loan,
applied on a pro rata basis to each scheduled installment of principal of the
Term Loan set forth in Section 2.06(c) that is unpaid at the time of such
prepayment (B) at all times after an Event of Default shall have occurred, at
the direction of the Administrative Agent in its sole and absolute discretion.

         2.06.    Repayment.

                                      -27-
<PAGE>

                  (a)      The Revolver Loan. On the date of a reduction of the
Revolver Commitment pursuant to Section 2.04 hereof, to the extent the sum of
the aggregate outstanding Advances under the Revolver Loan outstanding on the
date of reduction exceeds the Revolver Commitment as reduced, such excess
amounts shall be immediately due and payable, which principal payment may not be
made by means of a Refinancing Advance.

                  (b)      The Term Loan. Borrower shall repay Advances under
the Term Loan in quarterly installments payable to Administrative Agent for the
Ratable account of Lenders, commencing on March 31, 2004, in the following
payment amounts due and payable on the following dates set forth below:

<TABLE>
<CAPTION>
      Dates                                               Amount of Payment
      -----                                               -----------------
<S>                                                       <C>
March 31, 2004                                                $  700,000
June 30, 2004                                                 $  700,000
September 30, 2004                                            $  700,000
December 31, 2004                                             $  700,000
March 31, 2005                                                $  850,000
June 30, 2005                                                 $  850,000
September 30, 2005                                            $  850,000
December 31, 2005                                             $  850,000
March 31, 2006                                                $2,200,000
June 30, 2006                                                 $2,200,000
September 30, 2006                                            $2,200,000
December 31, 2006                                             $2,200,000
</TABLE>

                  (c)      Other Obligations. All Obligations not otherwise due
and payable under Section 2.06(a) and Section 2.06(b) above shall be due and
payable in full on the Maturity Date.

         2.07.    Interest. Subject to Section 2.08 below, Borrower shall pay
interest on the unpaid principal amount of each Advance from the date of such
Advance until such principal shall be paid in full, at the following rates:

                  (a)      Base Rate Advances. Base Rate Advances shall bear
interest at a rate per annum equal to the lesser of (i) the Base Rate as in
effect from time to time and (ii) the Highest Lawful Rate. If the amount of
interest payable in respect of any interest computation period is reduced to the
Highest Lawful Rate pursuant to the immediately preceding sentence and the
amount of interest payable in respect of any subsequent interest computation
period would be less than the Maximum Amount, then the amount of interest
payable in respect of such subsequent interest computation period shall be
automatically increased to Maximum Amount; provided that at no time shall the
aggregate amount by which interest paid has been increased pursuant to this
sentence exceed the aggregate amount by which interest has been reduced pursuant
to the immediately preceding sentence.

                  (b)      LIBOR Advances. LIBOR Advances shall bear interest at
the rate per annum equal to the LIBOR Rate applicable to such Advance, which at
no time shall exceed the Highest Lawful Rate.

                                      -28-
<PAGE>

                  (c)      Payment Dates. Accrued and unpaid interest on Base
Rate Advances shall be paid quarterly in arrears on each Quarterly Date and on
the appropriate maturity, repayment or prepayment date. Accrued and unpaid
interest on LIBOR Advances shall be paid on the last day of the appropriate
Interest Period and on the date of any prepayment or repayment of such Advance;
provided, however, that if any Interest Period for a LIBOR Advance exceeds three
months, interest shall also be paid on each date occurring during the Interest
Period which is the three month anniversary date of the first day of the
Interest Period.

         2.08.    Default Interest. During the continuation of any Event of
Default, Borrower shall pay, on demand, interest (after as well as before
judgment to the extent permitted by Law) on the principal amount of all Advances
outstanding and on all other Obligations due and unpaid hereunder for each
Advance equal to the lesser of the (a) the Highest Lawful Rate and (b) the Base
Rate (whether or not in effect) plus 2.00%.

         2.09.    Continuation and Conversion Elections.

                  (a)      Borrower may upon irrevocable written notice to
Administrative Agent and subject to the terms of this Agreement:

                  (i)      elect to convert, on any Business Day, all or any
         portion of outstanding Base Rate Advances (in an aggregate amount not
         less than $500,000 or a larger integral multiple of $100,000 in excess
         thereof) into LIBOR Advances.

                  (ii)     elect to convert at the end of any Interest Period
         therefor, all or any portion of outstanding LIBOR Advances comprised in
         the same Borrowing (in an aggregate amount not less than $100,000 or a
         larger integral multiple of $100,000 in excess thereof) into Base Rate
         Advances; or

                  (iii)    elect to continue, at the end of any Interest Period
         therefor, any LIBOR Advances;

         provided, however, that (i) if the aggregate amount of outstanding
LIBOR Advances comprised in the same Borrowing shall have been reduced as a
result of any payment, prepayment or conversion of part thereof to an amount
less than $500,000, the LIBOR Advances comprised in such Borrowing shall
automatically convert into Base Rate Advances at the end of each respective
Interest Period, and (ii) Borrower shall have no right to convert or continue
any LIBOR Advances if any Event of Default has occurred and is continuing.

                  (b)      Borrower shall deliver a notice of conversion or
continuation (a "Notice of Conversion/Continuation"), in substantially the form
of Exhibit E hereto, to Administrative Agent not later than (i) 1:00 p.m. (New
York, New York time) three Business Days prior to the proposed date of
conversion or continuation, if the Advances or any portion thereof are to be
converted into or continued as LIBOR Advances; and (ii) not later than 1:00 p.m.
(New York, New York time) on the proposed date of conversion or continuation, if
the Advances or any portion thereof are to be converted into Base Rate Advances.

         Each such Notice of Conversion/Continuation shall be by telecopy or
telephone, promptly confirmed in writing, specifying therein:

                                      -29-
<PAGE>

                  (i)      the proposed date of conversion or continuation;

                  (ii)     the aggregate amount of Advances to be converted or
         continued;

                  (iii)    the nature of the proposed conversion or
         continuation; and

                  (iv)     the duration of the applicable Interest Period.

                  (c)      If, upon the expiration of any Interest Period
applicable to LIBOR Advances, Borrower shall have failed to select a new
Interest Period to be applicable to such LIBOR Advances or if a Default or Event
of Default shall then have occurred and be continuing, Borrower shall be deemed
to have elected to convert such LIBOR Advances into Base Rate Advances effective
as of the expiration date of such current Interest Period.

                  (d)      Upon receipt of a Notice of Conversion/Continuation,
Administrative Agent shall promptly notify each Lender thereof. All conversions
and continuations shall be made pro rata among Lenders based on their Specified
Percentage of the respective outstanding principal amounts of the Advances with
respect to which such notice was given held by each Lender.

                  (e)      Notwithstanding any other provision contained in this
Agreement, after giving effect to any conversion or continuation of any
Advances, there shall not be outstanding Advances with more than six different
Interest Periods.

         2.10.    Fees. (a) Subject to Section 10.08 hereof, Borrower agrees to
pay to the Administrative Agent, for the account of the Lenders in accordance
with their Specified Percentages, a commitment fee (the "Commitment Fee") on the
average daily amount of the Unused Revolver Commitment, from the Closing Date
through the Maturity Date, at the rate of 0.50% per annum, payable quarterly in
arrears on each Quarterly Date occurring after the Closing Date, with the last
such payment due and owing on the Maturity Date.

                  (b)      Subject to Section 10.08 hereof, Borrower agrees to
pay to the Administrative Agent for its own account as Administrative, such fees
as agreed to in writing among Borrower and the Administrative Agent, payable as
set forth in that certain Fee Letter executed among Borrower and the
Administrative Agent in accordance with the terms of the Fee Letter.

                  (c)      Subject to Section 10.08 hereof, Borrower agrees to
pay to the Administrative Agent, for the account of certain of the Lenders, such
fees as are agreed to in writing in any such Fee Letters.

         2.11.    Funding Losses. If Borrower makes any payment or prepayment of
principal with respect to any LIBOR Advance (including payments made after any
acceleration thereof) or converts any Advance from a LIBOR Advance on any day
other than the last day of an Interest Period applicable thereto or if Borrower
fails to prepay, borrow, convert, or continue any LIBOR Advance after a notice
of prepayment, borrowing, conversion or continuation has been given (or is
deemed to have been given) to Administrative Agent, Borrower shall pay to each
Lender on demand (subject to Section 10.09 hereof) any Consequential Loss.
Borrower agrees that each

                                      -30-
<PAGE>

Lender is not obligated to actually reinvest the amount prepaid in any specific
obligation as a condition to receiving any Consequential Loss, or otherwise.

         2.12.    Computations and Manner of Payments.

                  (a)      Borrower shall make each payment hereunder and under
the other Loan Papers not later than 2:00 p.m. (New York, New York time) on the
day when due in same day funds to Administrative Agent, for the Ratable account
of Lenders unless otherwise specifically provided herein, at address set forth
on Annex I attached hereto.

                  (b)      Unless Administrative Agent shall have received
notice from Borrower prior to the date on which any payment is due hereunder
that Borrower will not make payment in full, Administrative Agent may assume
that such payment is so made on such date and may, in reliance upon such
assumption, make distributions to Lenders. If and to the extent Borrower shall
not have made such payment in full, each Lender shall repay to Administrative
Agent forthwith on demand the applicable amount distributed, together with
interest thereon at the Federal Funds Rate, from the date of distribution until
the date of repayment. Borrower hereby authorizes each Lender, if and to the
extent payment is not made when due hereunder, to charge the amount so due
against any account of Borrower with such Lender.

                  (c)      Subject to Section 10.08 hereof, interest on Advances
(other than Base Rates Advances), the Commitment Fee and other amounts due under
the Loan Papers shall be calculated on the basis of actual days elapsed but
computed as if each year consisted of 360 days; provided that interest on Base
Rate Advances shall be calculated on the basis of actual days elapsed but
computed as if each year consisted of 365/366 days. Such computations shall be
made including the first day but excluding the last day occurring in the period
for which such interest, payment or Commitment Fee is payable. Each
determination by Administrative Agent or a Lender of an interest rate, fee or
commission hereunder shall be conclusive and binding for all purposes, absent
manifest error. All payments under the Loan Papers shall be made in United
States dollars, and without setoff, counterclaim, or other defense.

                  (d)      Reference to any particular index or reference rate
for determining any applicable interest rate under this Agreement is for
purposes of calculating the interest due and is not intended as and shall not be
construed as requiring any Lender to actually fund any Advance at any particular
index or reference rate.

         2.13.    Yield Protection.

                  (a)      If any Lender determines that either (i) the
adoption, after the date hereof, of any Applicable Law, rule, regulation or
guideline regarding capital adequacy and applicable to commercial banks or
financial institutions generally or any change therein, or any change, after the
date hereof, in the interpretation or administration thereof by any Tribunal,
central bank or comparable agency charged with the interpretation or
administration thereof, or (ii) compliance by any Lender (or Lending Office of
any Lender) with any request or directive made after the date hereof applicable
to commercial banks or financial institutions generally regarding capital
adequacy (whether or not having the force of law) of any such authority, central
bank or comparable agency has the effect of reducing the rate of return on such
Lender's capital as a

                                      -31-
<PAGE>

consequence of its obligations hereunder to a level below that which such Lender
could have achieved but for such adoption, change or compliance (taking into
consideration such Lender's policies with respect to capital adequacy BUT
EXCLUDING CONSEQUENCES OF SUCH LENDER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
by an amount reasonably deemed by such Lender to be material, then from time to
time, within fifteen days after demand by such Lender, Borrower shall pay to
such Lender such additional amount or amounts as will adequately compensate such
Lender for such reduction. Each Lender will notify Borrower and Administrative
Agent of any event occurring after the date of this Agreement which will entitle
such Lender to compensation pursuant to this Section 2.13(a) as promptly as
practicable after such Lender obtains actual knowledge of such event; provided,
no Lender shall be liable for its failure or the failure of any other Lender to
provide such notification. A certificate of such Lender claiming compensation
under this Section 2.13(a), setting forth in reasonable detail the calculation
of the additional amount or amounts to be paid to it hereunder and certifying
that such claim is consistent with such Lender's treatment of similar customers
having similar provisions generally in their agreements with such Lender shall
be conclusive in the absence of manifest error. Each Lender shall use reasonable
efforts to mitigate the effect upon Borrower of any such increased costs payable
to such Lender under this Section 2.13(a).

                  (b)      If, after the date hereof, any Tribunal, central bank
or other comparable authority, at any time imposes, modifies or deems applicable
any reserve (including, without limitation, any imposed by the Board of
Governors of the Federal Reserve System), special deposit or similar requirement
against assets of, deposits with or for the amount of, or credit extended by,
any Lender, or imposes on any Lender any other condition affecting a LIBOR
Advance, the Notes, or its obligation to make a LIBOR Advance; and the result of
any of the foregoing is to increase the cost to such Lender of making or
maintaining its LIBOR Advances, or to reduce the amount of any sum received or
receivable by such Lender under this Agreement or under the Notes by an amount
deemed by such Lender, to be material, then, within five days after demand by
such Lender, Borrower shall pay to such Lender such additional amount or amounts
as will compensate such Lender for such increased cost or reduction. Each Lender
will (i) notify Borrower and Administrative Agent of any event occurring after
the date of this Agreement that entitles such Lender to compensation pursuant to
this Section 2.13(b), as promptly as practicable after such Lender obtains
actual knowledge of the event; provided, no Lender shall be liable for its
failure or the failure of any other Lender to provide such notification and (ii)
use good faith and reasonable efforts to designate a different Lending Office
for LIBOR Advances of such Lender if the designation will avoid the need for, or
reduce the amount of, the compensation and will not, in the sole opinion of such
Lender, be disadvantageous to such Lender. A certificate of such Lender claiming
compensation under this Section 2.13(b), setting forth in reasonable detail the
computation of the additional amount or amounts to be paid to it hereunder and
certifying that such claim is consistent with such Lender's treatment of similar
customers having similar provisions generally in their agreements with such
Lender shall be conclusive in the absence of manifest error. If such Lender
demands compensation under this Section 2.13(b), Borrower may at any time, on at
least five Business Days' prior notice to such Lender (i) repay in full the then
outstanding principal amount of LIBOR Advances, of such Lender, together with
accrued interest thereon, or (ii) convert the LIBOR Advances to Base Rate
Advances in accordance with the provisions of this Agreement; provided, however,
that Borrower shall be liable for the Consequential Loss arising pursuant to
those actions.

                                      -32-
<PAGE>

                  (c)      Notwithstanding any other provision of this
Agreement, if the introduction of or any change in or in the interpretation or
administration of any Law shall make it unlawful, or any central bank or other
Tribunal shall assert that it is unlawful, for a Lender to perform its
obligations hereunder, make LIBOR Advances or to continue to fund or maintain
LIBOR Advances hereunder, then, on notice thereof and demand therefor by such
Lender to Borrower, (i) each LIBOR Advance will automatically, upon such demand,
convert into a Base Rate Advance, and (ii) the obligation of such Lender to
make, or to convert Advances into, LIBOR Advances shall be suspended until such
Lender notifies Administrative Agent and Borrower that such Lender has
determined that the circumstances causing such suspension no longer exist.

                  (d)      Upon the occurrence and during the continuance of any
Default or Event of Default, (i) each LIBOR Advance will automatically, on the
last day of the then existing Interest Period therefor, convert into a Base Rate
Advance and (ii) the obligation of each Lender to make, or to convert Advances
into, LIBOR Advances shall be suspended.

                  (e)      Failure on the part of any Lender to demand
compensation for any increased costs, increased capital or reduction in amounts
received or receivable or reduction in return on capital pursuant to this
Section 2.13 with respect to any period shall not constitute a waiver of any
Lender's right to demand compensation with respect to such period or any other
period, subject, however, to the limitations set forth in this Section 2.13.

                  (f)      The obligations of Borrower under this Section 2.13
shall survive any termination of this Agreement.

                  (g)      Determinations by Lenders for purposes of this
Section 2.13 shall be conclusive, absent manifest error. Any certificate
delivered to Borrower by a Lender pursuant to this Section 2.13 shall include in
reasonable detail the basis for such Lender's demand for additional compensation
and a certification that the claim for compensation is consistent with such
Lender's treatment of similar customers having similar provisions generally in
their agreements with such Lender.

                  (h)      If any Lender notifies Administrative Agent that the
LIBOR Rate for any Interest Period for any LIBOR Advances will not adequately
reflect the cost to such Lender of making, funding or maintaining LIBOR Advances
for such Interest Period, Administrative Agent shall promptly so notify
Borrower, whereupon (i) each such LIBOR Advance will automatically, on the last
day of the then existing Interest Period therefor, convert into a Base Rate
Advance and (ii) the obligation of such Lender to make, or to convert Advances
into, LIBOR Advances shall be suspended until such Lender notifies
Administrative Agent that such Lender has determined that the circumstances
causing such suspension no longer exist and Administrative Agent notifies
Borrower of such fact.

         2.14.    Use of Proceeds. The proceeds of the Term Loan Advances shall
be available (and Borrower shall use such proceeds) to refinance existing Funded
Debt of Borrower under the Existing Credit Agreement and to pay fees due and
payable hereunder on the Closing Date. The proceeds of the Revolver Advances
shall be available (and Borrower shall use such proceeds) to (a) refinance
existing Funded Debt of Borrower, (b) use for working capital purposes, and (c)
other general corporate purposes.

                                      -33-
<PAGE>

         2.15.    Collateral and Collateral Call.

                  (a)      Collateral. Payment of the Obligations is secured by
(i) a first perfected security interest in 100% of the Capital Stock of the
Borrower's Subsidiaries and 100% of the Capital Stock of Borrower, (ii) subject
to Permitted Liens, a first perfected security interest in substantially all of
the accounts, equipment (other than motor vehicles), inventory, chattel paper,
general intangibles, and other assets of Borrower and its Subsidiaries as
determined in the discretion of the Administrative Agent, (iii) a pledge of all
Intercompany Notes, (iv) a Guaranty of the Obligations executed by each
Guarantor and (v) an assignment of all rights and privileges under all
management agreements entered into by Borrower or any Borrower Subsidiary,
(collectively, together with all other Properties or assets of Borrower,
Subsidiaries and other Persons securing the Obligations from time to time, the
"Collateral"). Borrower agrees that it will, and will cause its Subsidiaries
and, to the extent as is applicable to such Affiliate, each of its Affiliates,
to, execute and deliver, or cause to be executed and delivered, such documents
as the Administrative Agent may from time to time reasonably request to create
and perfect a first Lien for the benefit of the Administrative Agent and the
Lenders in the Collateral.

                  (b)      Collateral Call. Borrower agrees that it will, and
will cause any other Person owning any interest in Borrower or any Borrower
Subsidiary from time to time to immediately pledge such interest to secure the
Obligations, pursuant to a pledge agreement substantially in the form of the
Pledge Agreements. Borrower agrees to, and agrees to cause Borrower's
Subsidiaries to, promptly grant the Administrative Agent and the Lenders from
time to time at the request of the Lenders a Lien on any of the Property of
Borrower or any Borrower Subsidiary not already constituting Collateral. In that
regard, Borrower shall, and shall cause its Subsidiaries to, use best efforts to
assist the Administrative Agent and the Lenders in creating and perfecting a
first Lien, subject to Permitted Liens, for the benefit of Administrative Agent
and Lenders securing the Obligations in any such Property of Borrower and its
Subsidiaries, including, without limitation, providing the Administrative Agent
with UCC searches, Tax and Lien searches, intellectual property documentation
and registration and other similar types of documents, consents, Authorizations,
instruments and agreements relating to all Property of Borrower and its
Subsidiaries as reasonably requested by the Administrative Agent from time to
time.

                              ARTICLE III. RESERVED

                        ARTICLE IV. CONDITIONS PRECEDENT

         4.01.    Conditions Precedent to the Initial Advance. This Agreement
shall not become effective, the Existing Credit Agreement shall remain in full
force and effect, Borrower shall not have any rights under this Agreement and
Administrative Agent and Lenders shall not be obligated to take, fulfill or
perform any action hereunder, until the following conditions have been fulfilled
to the satisfaction of Administrative Agent and Lenders:

                  (a)      All terms, conditions and documentation in connection
with this Agreement shall be acceptable to the Lenders.

                                      -34-
<PAGE>

                  (b)      The making of the Revolver Loan and the Term Loan
shall not contravene any Law applicable to the Administrative Agent or any
Lender.

                  (c)      Each Lender shall have received a certificate from an
Authorized Officer stating that since December 31, 2002 (a) no event or
condition has occurred or is existing which could reasonably be expected to have
a Material Adverse Change; (b) no Litigation has been commenced which, if
successful, would have a Material Adverse Change or could challenge any of the
transactions contemplated by this Agreement and the other Loan Papers; (c)
except for payments allowed under Section 7.06 and 7.09, there have been no
Restricted Payments made by the Borrower or its Subsidiaries; and (d) before and
after giving effect to the transactions contemplated by this Agreement, each the
Borrower and its Subsidiaries will be Solvent, and (e) there has been no
material increase in liabilities, liquidated or contingent, and no material
decrease in assets of Borrower or any of its Subsidiaries (other than the sale
of the Port Angeles and Aiken assets).

                  (d)      All proceedings of the Borrower, the Parent and each
Subsidiary of the Borrower taken in connection with the transactions
contemplated hereby, and all documents incidental thereto, shall be reasonably
satisfactory in form and substance to the Lenders. Each Lender shall have
received copies of all documents or other evidence that it may reasonably
request in connection with such transactions.

                  (e)      Each Lender shall have received an executed copy of
this Agreement and its respective Notes, duly completed and correct. The
Administrative Agent shall have received copies of its respective Fee Letter
signed by Borrower. Each of the following shall have been duly executed by all
parties thereto and delivered to the Administrative Agent on behalf of Lenders,
in form and substance satisfactory to the Administrative Agent, Special Counsel
and each Lender to the extent required by the Administrative Agent: Each other
Loan Paper, including, without limitation, the Security Agreements, the Pledge
Agreements, the Global Reaffirmation, the Blocked Account Agreement, and all
documentation and agreements necessary to create and perfect a first Lien in all
the Collateral (subject to Permitted Liens), and all other documents and
instruments in connection therewith. The Borrower, the Parent and each
Subsidiary obligor on any Debt other than the Obligations (including
Intercompany Notes), together with each payee of such Debt, shall have entered
into a Subordination Agreement for each such Debt acceptable to the
Administrative Agent, including without limitation a Subordination Agreement
with respect to the Management Fees.

                  (f)      Borrower shall have delivered to each Lender a
Certificate, dated the Closing Date, executed by an Authorized Officer,
certifying that (i) no Default or Event of Default has occurred and is
continuing, (ii) the representations and warranties set forth in Article V
hereof are true and correct as of such date, (iii) each of the Borrower, the
Parent and each Subsidiary of the Borrower has complied with all agreements and
conditions to be complied with by it under the Loan Papers by such date, and
(iv) after giving effect to the transactions contemplated by this Agreement each
of the Borrower and its Subsidiaries will be Solvent.

                  (g)      Borrower shall have delivered to each Lender a
Secretary's Certificate, dated the Closing Date, certifying (i) that attached
copies of the certificates of organization certified by the Secretary of States
of the appropriate states for the Borrower, the Parent and each

                                      -35-
<PAGE>

Subsidiary of the Borrower, and bylaws or partnership agreements, as
appropriate, delivered to each Lender for each of the Borrower, the Parent and
each Subsidiary of the Borrower are true and complete, and in full force and
effect, without amendment except as shown, (ii) that a copy of the resolutions
for each of the Borrower, the Parent and each Subsidiary of the Borrower
authorizing execution and delivery of this Agreement and any Loan Papers, as
appropriate, are true and complete, and that such resolutions are in full force
and effect, were duly adopted, have not been amended, modified, or revoked, and
constitute all resolutions adopted with respect to this loan transaction, (iii)
that copies of certificates of good standing, certificates of existence, and
certificates of qualification for each of the Borrower, the Parent and each
Subsidiary of the Borrower, as appropriate, for the relevant states, have been
issued within 30 days prior to the Closing Date and delivered to the Lenders,
(iv) that there exist no non-compete agreements that would limit the ability of
the Borrower or any of its Subsidiaries to do business as such business is
presently conducted executed by the Borrower, the Parent or any Subsidiary of
the Borrower, (v) that the Pledged Interests have been issued and are
outstanding, and (vi) to the incumbency, name, and signature of each officer of
each of the Borrower, the Parent and each Subsidiary of the Borrower authorized
to sign this Agreement and the Loan Papers, as applicable, and any amendments to
this Agreement and the Loan Papers on its behalf. The Administrative Agent and
Lenders may conclusively rely on the certificate delivered pursuant to this
subsection until they receive notice in writing to the contrary.

                  (h)      Each Lender shall have received opinions of
Cairncross & Hempelmann, special counsel to the Borrower, the Parent and each
Subsidiary of the Borrower, dated the Closing Date, in form and substance
satisfactory to the Administrative Agent.

                  (i)      Each Lender shall have received an opinion of Cole,
Raywid & Braverman, special counsel for FCC matters to the Borrower, the Parent
and each Subsidiary of the Borrower, dated the Closing Date, in form and
substance satisfactory to the Administrative Agent.

                  (j)      Each Lender shall have received, in form and
substance satisfactory to it, within 30 days prior to the Closing Date, (i)
certificates from the Secretary of State and other appropriate officials of the
State of Washington certifying that the Borrower, the Parent and each Subsidiary
of the Borrower is each a corporation duly organized and validly existing under
the Laws of the State of Washington as of the date thereof, and (ii)
certificates of appropriate authorities of all jurisdictions where the Borrower
and each Subsidiary of the Borrower is required to be qualified to do business,
to the effect that it is in good standing and duly qualified to transact
business in such jurisdictions.

                  (k)      Each Lender shall have received each of the
following, in form and substance satisfactory to the Administrative Agent,
Lenders and Special Counsel:

                  (i)      the results of UCC and other Lien searches against
         the assets of the Borrower, the Parent and each Subsidiary of the
         Borrower and the Systems;

                  (ii)     if requested by the Lenders, reasonable evidence that
         the Borrower, the Parent and each Subsidiary of the Borrower is each
         the rightful owner and has good title to its Collateral;

                                      -36-
<PAGE>

                  (iii)    payment of all fees, costs and expenses (including,
         without limitation, attorneys fees and the fees set forth in the Fee
         Letter due to be paid through the Closing Date);

                  (iv)     copies of insurance binders or certificates covering
         the assets of the Borrower and each Subsidiary of the Borrower
         (including the Systems and including flood insurance) showing the
         Administrative Agent, on behalf of the Lenders, as loss payee or
         additional insured, where appropriate; and

                  (v)      a Compliance Certificate computed after giving effect
         to the Initial Advance.

                  (l)      Administrative Agent shall have received copies of
the most recent Cumulative Leakage Index reports for the Borrower and its
Subsidiaries, in form and substance satisfactory to the Administrative Agent.

                  (m)      All proceedings of the Borrower, the Parent and each
Subsidiary of the Borrower taken in connection with the transactions
contemplated hereby, and all documents incidental thereto, shall be satisfactory
in form and substance to each Lender. The Administrative Agent and each Lender
shall have received copies of all documents or other evidence that it may
reasonably request in connection with such transactions.

                  (n)      The Administrative Agent shall have received evidence
that all UCC financing statements executed in connection with the Existing
Credit Agreement have been recorded.

         4.02.    Conditions Precedent to All Advances. The obligation of each
Lender to make each Advance (including the Initial Advances) shall be subject to
the further conditions precedent that on the date of such Advance (a) the
following statements shall be true (and the delivery of each Borrowing Notice
under Section 2.02(a) and each Conversion or Continuation Notice under Section
2.09(b), or the failure to deliver a Conversion or Continuation Notice under
Section 2.09(b) shall constitute a representation that on the disbursement date
(except as to representations and warranties which (i) refer to a specific date,
(ii) have been modified by transactions permitted pursuant to this Agreement or
any other Loan Paper or (iii) have been specifically waived in writing by
Administrative Agent) are true:

                  (i)      The representations and warranties contained in
         Article V hereof are true and correct on such date, as though made on
         and as of such date;

                  (ii)     No event has occurred and is continuing, or would
         result from such Advance (including the intended application of the
         proceeds of such Advance), that does or could constitute a Default or
         Event of Default; and

                  (iii)    There shall have occurred no Material Adverse Change,
         and the making of such Advance shall not cause or result in a Material
         Adverse Change; and

                  (iv)     After giving effect to each such Advance, the
         aggregate outstanding Revolver Advances does not exceed the Revolver
         Commitment;

                                      -37-
<PAGE>

and (b) Administrative Agent shall have received, in form and substance
acceptable to it, such other approvals, documents, certificates, opinions, and
information as it may deem necessary or appropriate.

         4.03.    Effect of Amendment and Restatement. Upon the effectiveness of
this Agreement pursuant to Section 4.01, from and after the Closing Date: (a)
all terms and conditions of the Loan Papers (but excluding the Existing Credit
Agreement and any other Loan Paper amended and restated in its entirety on the
Closing Date) shall be and remain in full force and effect and shall constitute
the legal, valid, binding and enforceable obligations of the Parent, the
Borrower and the Borrower's Subsidiaries party thereto to Lenders and
Administrative Agent; (b) the terms and conditions of the Existing Credit
Agreement shall be amended as set forth herein and, as so amended, shall be
restated in their entirety, but only with respect to the rights, duties and
obligations among Borrower, Lenders and the Administrative Agent accruing from
and after the Closing Date; provided, however, that the financial covenants
contained in the Existing Credit Agreement shall be terminated and no longer in
effect as of the Closing Date; (c) this Agreement shall not in any way release
or impair the rights, duties, Obligations or Liens created pursuant to the
Existing Credit Agreement or any other Loan Paper or affect the relative
priorities thereof, in each case to the extent in force and effect thereunder as
of the Closing Date and except as modified hereby or by documents, instruments
and agreements executed and delivered in connection herewith, and all of such
rights, duties, Obligations and Liens are assumed, ratified and affirmed by
Borrower; (d) all indemnification obligations of the Borrower under the Existing
Credit Agreement and any other Loan Papers shall survive the execution and
delivery of this Agreement and shall continue in full force and effect for the
benefit of Lenders, the Administrative Agent, and any other Person indemnified
under the Existing Credit Agreement or any other Loan Document at any time prior
to the Closing Date; (e) the Obligations incurred under the Existing Credit
Agreement and as modified by this Agreement, shall, to the extent outstanding on
the Closing Date, continue outstanding under this Agreement and shall not be
deemed to be paid, released, discharged or otherwise satisfied by the execution
of this Agreement, and this Agreement shall not constitute a refinancing,
substitution or novation of such Obligations or any of the other rights, duties
and obligations of the parties hereunder; (f) the execution, delivery and
effectiveness of this Agreement shall not operate as a waiver of any right,
power or remedy of Lenders or Agent under the Existing Credit Agreement, nor
constitute a waiver of any covenant, agreement or obligation under the Existing
Credit Agreement, except to the extent that any such covenant, agreement or
obligation is no longer set forth herein or is modified hereby and (g) any and
all references in the Loan Papers to the Existing Credit Agreement shall,
without further action of the parties, be deemed a reference to the Existing
Credit Agreement, as amended and restated by this Agreement, and as this
Agreement shall be further amended or amended and restated from time to time
hereafter.

                    ARTICLE V. REPRESENTATIONS AND WARRANTIES

         Borrower represents and warrants that the following are true and
correct:

         5.01.    Organization and Qualification. The Borrower, the Parent and
the Borrower's Subsidiaries are each a corporation duly organized, validly
existing, and in good standing under the Laws of its state of incorporation. The
Borrower, the Parent and the Borrower's Subsidiaries

                                      -38-
<PAGE>

are each qualified to do business in all jurisdictions where the nature of its
business or Properties require such qualification. Set forth on Schedule 5.01
attached hereto is a complete and accurate listing with respect to Borrower, the
Parent and the Borrower's Subsidiaries, showing (a) the jurisdiction of its
organization and its mailing address, which is the principal place of business
and executive offices of each unless otherwise indicated, (b) the classes of
Capital Stock and shares of Capital Stock issued and outstanding in each entity,
and the numbers or amounts of each entity's Capital Stock authorized and
outstanding, (c) each record and beneficial owner of outstanding Capital Stock
on the date hereof, indicating the ownership percentage (except with respect to
Parent, which such listing shall only include those shareholders holding 1% or
more of the Parent's Capital Stock), and (d) and all outstanding options,
rights, rights of conversion or purchase, repurchase, rights of first refusal,
and similar rights relating to the Capital Stock of each entity. Except as set
forth on Schedule 5.01 hereto, neither Borrower, the Parent nor any Subsidiary
of the Borrower has agreed to grant or issue any options, warrants or similar
rights to any Person to acquire any Capital Stock of Borrower, the Parent or any
Subsidiary of the Borrower. All Capital Stock is validly issued and fully paid.
Borrower has no knowledge of any share of Capital Stock of itself, the Parent or
any of its Subsidiaries being subject to any Lien, including any restrictions on
hypothecation or transfer, except Liens described on Schedule 5.08a hereto.

         5.02.    Due Authorization; Validity. The boards of directors of
Borrower, the Parent and each Subsidiary of the Borrower have duly authorized
the execution, delivery, and performance of the Loan Papers to be executed by
Borrower and each entity, as appropriate. Each entity has full legal right,
power, and authority to execute, deliver, and perform under the Loan Papers to
be executed and delivered by it. The Loan Papers constitute the legal, valid,
and binding obligations of Borrower, the Parent and each Subsidiary of the
Borrower, as appropriate, enforceable in accordance with their terms (subject as
to enforcement of remedies to any applicable Debtor Relief Laws).

         5.03.    Conflicting Agreements and Other Matters. The execution or
delivery of any Loan Papers, and performance thereunder, does not conflict with,
or result in a breach of the terms, conditions, or provisions of, or constitute
a default under, or result in any violation of, or result in the creation of any
Lien (other than in favor of Administrative Agent) upon any Properties of
Borrower, the Parent or any Subsidiary of the Borrower under, or require any
consent (other than consents described on Schedule 5.03 hereto), approval, or
other action by, notice to, or filing with, the absence of which could be
reasonably expected to cause a Material Adverse Change, any Tribunal or Person
pursuant to, the by-laws of Borrower, the Parent or any Subsidiary of the
Borrower, any award of any arbitrator, or any agreement, instrument, or Law to
which Borrower, the Parent or any Subsidiary of the Borrower, or any of their
Properties is subject.

         5.04.    Financial Statements. The audited financial statements of
Borrower, the Parent and each Subsidiary of the Borrower, dated December 31,
2002 and delivered to Administrative Agent, fairly present its financial
condition and the results of operations as of the dates and for the periods
shown, all in accordance with GAAP. Such financial statements reflect all
material liabilities, direct and contingent, of Borrower, the Parent and each
Subsidiary of the Borrower that are required to be disclosed in accordance with
GAAP. As of the date of such financial statements, there were no Contingent
Liabilities, liabilities for Taxes, forward or long-term

                                      -39-
<PAGE>

commitments, or unrealized or anticipated losses from any unfavorable
commitments that are substantial in amount and that are not reflected on such
financial statements or otherwise disclosed in writing to Administrative Agent.
Since December 31, 2002, there has been no Material Adverse Change. Borrower,
the Parent and each Subsidiary of the Borrower is each Solvent. Borrower's
fiscal year ends on December 31.

         5.05.    Litigation. Shown on Schedule 5.05 is all Litigation that is
pending and, to Borrower's best knowledge, threatened against Borrower, the
Parent and any Subsidiary of the Borrower, any of their Properties or assets on
the date hereof. There is no pending or, to Borrower's best knowledge,
threatened Litigation against Borrower, the Parent and any Subsidiary of the
Borrower, any of their Properties that could cause a Material Adverse Change.

         5.06.    Compliance With Laws Regulating the Incurrence of Debt. The
Borrower and the Parent are not, nor is any Subsidiary of the Borrower, engaged
principally or as one of its important activities in the business of extending
credit for the purpose of purchasing or carrying any margin stock within the
meaning of Regulations T, U and X of the Board of Governors of the Federal
Reserve System, and no part of the proceeds of the Advances will be used to
purchase or carry any margin stock (as defined by Regulation U) or to extend
credit to others for the purpose of purchasing or carrying any margin stock. Not
more than 25% of the assets of any of Parent, Borrower or any of Borrower's
Subsidiaries are margin stock (as defined by Regulation U). None of Parent,
Borrower or any of Borrower's Subsidiaries, nor any agent acting on their
behalf, have taken or will knowingly take any action which might cause this
Agreement or any Loan Papers to violate any regulation of the Board of Governors
of the Federal Reserve System or to violate the Exchange Act, in each case as in
effect now or as the same may hereafter be in effect. Borrower is not subject to
regulation under the Public Utility Holding Borrower Act of 1935, the Federal
Power Act, the Investment Borrower Act of 1940, the Interstate Commerce Act (as
any of the preceding acts have been amended), or any other Law that the
incurring of Debt by Borrower would violate in any material respect, including
without limitation Laws relating to common or contract carriers or the sale of
electricity, gas, steam, water, or other public utility services. The Borrower
and the Parent are not, nor is any Subsidiary of the Borrower, required to
register under the provisions of the Investment Company Act of 1940, as amended.
Neither the entering into or performance by Borrower of this Agreement nor the
issuance of the Notes, nor the execution, delivery and performance of the
obligations under the Loan Papers by Parent, Borrower or any of Borrower's
Subsidiaries, violates any provision of such act or requires any consent,
approval, or authorization of, or registration with, the Securities and Exchange
Commission or any other Tribunal pursuant to any provisions of such act.

         5.07.    Licenses, Title to Properties, and Related Matters.

                  (a)      Except as listed on Schedule 5.07(a) hereto,
Borrower, the Parent and each Subsidiary of the Borrower possess all material
Authorizations necessary and appropriate to own, operate and construct the CATV
Systems or otherwise for the operation of their businesses and are not in
violation thereof in any material respect. All such Authorizations are in full
force and effect, are listed on Schedule 5.07(a) hereto, and no event has
occurred that permits, or after notice or lapse of time could permit, the
revocation, termination or material and adverse modification of any such
Authorization, except those which in the aggregate could not

                                      -40-
<PAGE>

reasonably be expected to cause a Material Adverse Change. Schedule 5.07(a)
shows the expiration date and/or termination date for each FCC License and CATV
Franchise in effect on the Closing Date. Borrower is not, nor is the Parent nor
any Subsidiary of the Borrower, in violation of any material duty or obligation
required by the Communications Act; any FCC rule or regulation applicable to the
operation of any portion of any of the Systems; or the term of any CATV
Franchise. There is not pending or, to the best knowledge of Borrower,
threatened, any action by the FCC to revoke, cancel, suspend or refuse to renew
any FCC License relating to any System or by any Franchising Authority to
revoke, cancel, suspend or refuse to renew any CATV Franchise relating to any
System. There is not pending or, to the best knowledge of Borrower, threatened,
any action by the FCC or any Franchising Authority to modify adversely, revoke,
cancel, suspend or refuse to renew any other Authorization relating to any
System, to the extent that such action could reasonably be expected to cause a
Material Adverse Change. There is not issued or outstanding or, to the best
knowledge of Borrower, threatened, any notice of any hearing, violation or
material complaint against Borrower, the Parent or any Subsidiary of the
Borrower with respect to the operation of any portion of the Systems and
Borrower has no knowledge that any Person intends to contest renewal of any
Authorization relating to any System, to the extent that such contest could
reasonably be expected to cause a Material Adverse Change. Borrower, the Parent
and each Subsidiary of the Borrower has requisite corporate power (as
applicable) and legal right to own and operate its Property and to conduct its
business. Each has good and indefeasible title (fee or leasehold, as applicable)
to its Property, subject to no Lien of any kind, except Permitted Liens. All of
the assets of Borrower, the Parent and each Subsidiary of the Borrower are
located within the county and State locations described on Schedule 5.07(b).
None of the Borrower, the Parent or any Subsidiary of the Borrower is in
violation of its respective articles of organization or incorporation or
partnership agreement (as applicable) or bylaws. None of the Borrower, the
Parent or any Subsidiary of the Borrower is in violation of any Law, or material
agreement or instrument binding on or affecting it or any of its Properties
(including, without limitation, those relating to the Cumulative Leakage Index),
the effect of which could reasonably be expected to cause a Material Adverse
Change. No business or Properties of Borrower, the Parent or any Subsidiary of
the Borrower is affected by any strike, lock-out or other labor dispute. No
business or Properties of Borrower, the Parent or any Subsidiary of the Borrower
is affected by any drought, storm, earthquake, embargo, act of God or public
enemy, or other casualty, the effect of which could reasonably be expected to
cause a Material Adverse Change.

                  (b)      Borrower, the Parent and each Subsidiary have paid
all franchise, license, regulatory or other fees and charges which they have
calculated in good faith as due pursuant to any CATV Franchise and the
Communications Act. There is no inquiry, claim, action or demand pending or, to
the best knowledge of Borrower, threatened, before any Franchising Authority
which questions the amounts paid by Borrower pursuant to such CATV Franchises.

                  (c)      Borrower, the Parent and each Subsidiary have
deposited with the U.S. Copyright Office all statements of account and other
documents and instruments and have paid all royalties, supplemental royalties,
fees, interest assessments and other sums which they have calculated in good
faith as due to the U.S. Copyright Office under the Copyright Act with respect
to the ownership and operation of the Systems as are required for Borrower and
its Subsidiaries to obtain, hold and maintain the compulsory license for cable
television systems prescribed in Section 111 of the Copyright Act. There is no
inquiry, claim, action or demand pending or, to

                                      -41-
<PAGE>

the best knowledge of Borrower and its Subsidiaries, threatened before the U.S.
Copyright Office or from any other Person which questions the copyright filings
or payments made by the Borrower and its Subsidiaries with respect to the
Systems.

                  (d)      Except as set forth on Schedule 5.07(a), each System
is in compliance with the provisions of the Communications Act as such
provisions relate to the rates and other charges of the Systems, and the
Borrower and its Subsidiaries have used reasonable good faith efforts to
establish rates and charges to customers that are allowable under the
Communications Act, and any authoritative interpretation thereof now in effect,
for each System, to the extent such rates (on any tier) are presently subject to
regulation by the FCC, any Franchising Authority or any other Tribunal. Except
as set forth on Schedule 5.07(a), Borrower and its Subsidiaries are not subject
to rate regulation by any Tribunal and have not received any correspondence
indicating that this status may change in the future. Borrower and its
Subsidiaries have not made and are not bound by any election with respect to any
cost of service proceeding conducted in accordance with Part 76.922 of Title 47
of the Code of Federal Regulations or any similar proceeding with respect to any
of the Systems.

                  (e)      Except as set forth on Schedule 5.07(a), (i) no
written notices or demands have been received from the FCC, from any television
station, or from any other Person or Tribunal (x) challenging the right of the
Systems to carry the signal of any television broadcast station currently being
carried by such System or (y) claiming that any System has failed to carry a
television broadcast station required to be carried pursuant to the
Communications Act, has failed to carry a television broadcast station on a
channel designated by such station consistent with the requirements of the
Communications Act, or has failed to negotiate in good faith with a television
station pursuant to the FCC's retransmission consent provisions; (ii) all
necessary FAA and FCC approvals and registrations have been obtained with
respect to the height and location of towers used in connection with the
operation of the Systems, and such towers are being operated in material
compliance with the applicable FCC and FAA rules; and (iii) Borrower and its
Subsidiaries have not received, nor are Borrower and its Subsidiaries bound by,
any notice from any Tribunal with respect to an intention to enforce customer
service standards pursuant to the Communications Act.

         5.08.    Outstanding Debt and Liens. The Borrower, the Parent and each
Subsidiary of the Borrower have no outstanding Debt, Contingent Liabilities or
Liens, except Permitted Liens, except as shown on Schedule 5.08(a) hereto. No
breach, default or event of default exists under any document, instrument or
agreement evidencing or otherwise relating to any Funded Debt of the Borrower,
the Parent or any Subsidiary of the Borrower, which could reasonably be expected
to cause a Material Adverse Change. All Intercompany Notes in existence on the
day after the Closing Date are described on Schedule 5.08(b) hereto. All
Intercompany Notes for which Borrower, the Parent or any Subsidiary of the
Borrower is the obligor are subject to a Subordination Agreement.

         5.09.    Taxes. Borrower, the Parent and each Subsidiary of the
Borrower has filed all federal, state, and other Tax returns (or extensions
related thereto) which are required to be filed, and has paid all Taxes as shown
on said returns, as well as all other Taxes, to the extent due and payable,
except to the extent payment is contested in good faith and for which adequate
reserves have been established therefor in accordance with GAAP. All Tax
liabilities of Borrower, the

                                      -42-
<PAGE>

Parent and each Subsidiary of the Borrower are adequately provided for on its
books, including interest and penalties, and adequate reserves have been
established therefor in accordance with GAAP. No income Tax liability of a
material nature has been asserted by taxing authorities for Taxes in excess of
those already paid, and no taxing authority has notified Borrower, the Parent or
any Subsidiary of the Borrower of any deficiency in any Tax return.

         5.10.    ERISA. Each Plan of Borrower, the Parent and each Subsidiary
of the Borrower has satisfied the minimum funding standards under all Laws
applicable thereto, and no Plan has an accumulated funding deficiency
thereunder. Borrower has not, and neither has the Parent nor any Subsidiary of
the Borrower, incurred any material liability to the PBGC with respect to any
Plan. No ERISA Event has occurred with respect to any Plan for which an
Insufficiency in excess of $100,000 exists on the date of such occurrence. None
of the Borrower, the Parent or any Subsidiary of the Borrower has participated
in any non-exempt Prohibited Transaction with respect to any Plan or trust
created thereunder. Neither Borrower nor any ERISA Affiliate has incurred any
Withdrawal Liability to any Multiemployer Plan that has not been satisfied.
Neither Borrower nor any ERISA Affiliate has been notified by the sponsor of a
Multiemployer Plan that such Multiemployer Plan is in reorganization or has been
terminated, within the meaning of Title IV of ERISA.

         5.11.    Environmental Laws. As of the Closing Date: (i) all real
Property owned by the Borrower, the Parent and each Subsidiary of the Borrower
is free of contamination from any Hazardous Material except for such
contamination that would not adversely impact the value or marketability of such
real Property and that would not result in Environmental Liabilities that could
reasonably be expected to exceed $100,000; (ii) neither the Borrower, the Parent
nor any Subsidiary of the Borrower has caused or suffered to occur any material
Release of Hazardous Materials on, at, in, under, above, to, from or about any
of its real Property; (iii) the Borrower, the Parent and each Subsidiary of the
Borrower are and have been in compliance with all Environmental Laws, except for
such noncompliance that would not result in Environmental Liabilities which
could reasonably be expected to exceed $100,000; (iv) the Borrower, the Parent
and each Subsidiary of the Borrower have obtained, and are in compliance with,
all Environmental Permits required by Environmental Laws for the operations of
their respective businesses as presently conducted or as proposed to be
conducted, except where the failure to so obtain or comply with such
Environmental Permits would not result in Environmental Liabilities that could
reasonably be expected to exceed $100,000, and all such Environmental Permits
are valid, uncontested and in good standing; (v) neither the Borrower, the
Parent nor any Subsidiary of the Borrower is involved in operations or knows of
any facts, circumstances or conditions, including any Releases of Hazardous
Materials, that are likely to result in any Environmental Liabilities of the
Borrower, the Parent or such Subsidiary of the Borrower which could reasonably
be expected to exceed $100,000; (vi) there is no Litigation arising under or
related to any Environmental Laws, Environmental Permits or Hazardous Material
that seeks damages, penalties, fines, costs or expenses in excess of $100,000 or
injunctive relief against, or that alleges criminal misconduct by, the Borrower,
the Parent or any Subsidiary of the Borrower; (vii) no notice has been received
by the Borrower, the Parent or any Subsidiary of the Borrower identifying it as
a "potentially responsible party" or requesting information under CERCLA or
analogous state statutes, and to the knowledge of the Borrower, the Parent or
any Subsidiary of the Borrower, there are no facts, circumstances or conditions
that may result in the Borrower, the Parent or any Subsidiary of the Borrower
being identified as a "potentially responsible party"

                                      -43-
<PAGE>

under CERCLA or analogous state statutes; and (viii) the Borrower, the Parent
and each Subsidiary of the Borrower have provided to the Administrative Agent
copies of all existing environmental reports, reviews and audits and all written
information pertaining to actual or potential Environmental Liabilities, in each
case relating to the Borrower, the Parent and each Subsidiary of the Borrower.

                  (a)      Borrower, the Parent and each Subsidiary of the
Borrower hereby acknowledges and agrees that the Administrative Agent (i) is not
now, and has not ever been, in control of any of the real Property or any of the
Borrower's, the Parent's and any such Subsidiary's affairs, and (ii) does not
have the capacity through the provisions of the Loan Papers or otherwise to
influence the Borrower's, the Parent's and any Subsidiary's conduct with respect
to the ownership, operation or management of any of its real Property or
compliance with Environmental Laws or Environmental Permits.

         5.12.    Disclosure. Neither Borrower, the Parent nor any Subsidiary of
the Borrower has made a material misstatement of fact, or failed to disclose any
fact necessary to make the facts disclosed not misleading, in light of the
circumstances under which they were made, to Administrative Agent or any Lender
during the course of application for and negotiation of any Loan Papers or
otherwise in connection with any Advances. There is no fact known to Borrower,
the Parent or any Subsidiary of the Borrower that materially adversely affects
any of Borrower's, any of Parent's or any of the Borrower's Subsidiaries'
Properties or business, or that could constitute a Material Adverse Change, and
that has not been set forth in the Loan Papers or in other documents furnished
to Administrative Agent or any Lender.

         5.13.    Investments, Subsidiaries. Borrower, the Parent and each
Subsidiary of the Borrower have no Investments except as described on Schedule
5.13 hereto and as permitted by Section 7.10 hereof

         5.14.    Certain Fees. No broker's, finder's, management fee or other
fee or commission will be payable by Borrower with respect to the making of
Commitment or Advances hereunder (other than to Administrative Agent, and
Lenders hereunder). Borrower, the Parent and each Subsidiary of the Borrower
hereby each agrees to indemnify and hold harmless Administrative Agent and each
Lender from and against any claims, demand, liability, proceedings, costs or
expenses asserted with respect to or arising in connection with any such fees or
commissions.

         5.15.    Intellectual Property. Borrower, the Parent and each
Subsidiary of the Borrower has obtained all patents, trademarks, service-marks,
trade names, copyrights, licenses and other rights, free from material
restrictions, which are necessary for the operation of their respective
businesses as presently conducted and as proposed in the Borrower's business
plan to be conducted. Nothing has come to the attention of Borrower, the Parent
or any Subsidiary of the Borrower to the effect that (a) any process, method,
part or other material presently contemplated to be employed by Borrower, the
Parent or any Subsidiary of the Borrower may or could reasonably be alleged to
infringe any patent, trademark, service-mark, trade name, license or other right
(except copyright) owned by any other Person (except for such matters as may
affect the cable television industry generally), or (b) except as shown on
Schedule 5.05 attached hereto, there is pending or threatened any claim or
litigation against or affecting Borrower, the Parent or any Subsidiary of the
Borrower contesting its right to sell or use any such process, method, part

                                      -44-
<PAGE>

or other material. Nothing has come to the attention of Borrower, the Parent or
any Subsidiary of the Borrower to the effect that any material presently
contemplated to be employed by Borrower, the Parent or any Subsidiary of the
Borrower may or could reasonably be alleged to infringe any copyright owned by
any other Person, except to the extent that any such infringement, when
aggregated with all other copyright infringements, could not reasonably be
expected to cause a Material Adverse Change.

         5.16.    Perfection of Security Interest. Upon execution and delivery
to Administrative Agent of the collateral documentation, the delivery of stock
certificates and related stock powers, and the filing of each document or
agreement to be filed with the jurisdiction named therein, Administrative Agent,
for the benefit of Lenders, shall have a perfected first priority security
interest and Lien in the pledged property of the Borrower, the Parent and each
Subsidiary of the Borrower, subject only to Permitted Liens.

         5.17.    Survival of Representations and Warranties, etc. All
representations and warranties made under this Agreement shall be deemed to be
made at and as of the Closing Date and at and as of the date of each Advance,
and each shall be true and correct when made, except to the extent (a)
previously fulfilled in accordance with the terms hereof, (b) subsequently
inapplicable, or (c) previously waived in writing by Administrative Agent and
Lenders with respect to any particular factual circumstance. The representations
and warranties made under this Agreement shall be deemed applicable to each
Subsidiary as of the formation or acquisition of such Subsidiary and at and as
of each date the representations and warranties are remade pursuant to this
provision. All representations and warranties made under this Agreement shall
survive, and not be waived by, the execution hereof by the Administrative Agent
and Lenders, any investigation or inquiry by the Administrative Agent or any
Lender, or by the making of any Advance under this Agreement.

         5.18.    Effect of Amendment and Restatement. This Agreement shall not
in any way release or impair the rights, duties or obligations created pursuant
to the Existing Credit Agreement and any other Loan Paper or affect the relative
priorities thereof, in each case to the extent in force and effect thereunder as
of the Closing Date and except as modified hereby or by documents, instruments
and agreements executed and delivered in connection herewith, and all such
rights, duties and obligations are assumed, ratified and affirmed by the
Borrower, its Subsidiaries and the Parent. All indemnification obligations of
the Borrower under the Existing Credit Agreement and any other Loan Documents
shall survive the execution and delivery of this Agreement and shall continue in
full force and effect for the benefit of the Lenders and the Administrative
Agent and any other Person indemnified under the Existing Credit Agreement or
any other Loan Document at any time prior to the Closing Date. The Existing
Loans shall not be deemed to be paid, released, discharged or otherwise
satisfied by the execution of this Agreement, and this Agreement shall not
constitute a refinancing, substitution or novation of such Existing Loans, or
any of the other rights, duties and obligations of the parties hereunder.

                       ARTICLE VI. AFFIRMATIVE COVENANTS

         So long as the Commitment, any Advance, or any portion of the
Obligations is outstanding, or Borrower, the Parent or any Subsidiary of the
Borrower owes any other amount hereunder or under any other Loan Paper:

                                      -45-
<PAGE>

         6.01.    Compliance with Laws and Payment of Debt. Borrower shall, and
shall cause each of its Subsidiaries to, comply with all Applicable Laws,
including without limitation compliance with ERISA and all applicable federal
and state securities Laws, the Communications Act and the terms of any CATV
Franchise. Borrower shall, and shall cause each of its Subsidiaries to, pay its
(a) Funded Debt as and when due (or within any applicable grace period), unless
payment thereof is being contested in good faith by appropriate proceedings and
adequate reserves have been established therefor, and (b) trade debt in
accordance with its past practices, and in any event, before any trade creditor
takes any action or terminates any relationship that could reasonably be
expected to cause a Material Adverse Change.

         6.02.    Insurance. Borrower shall, and shall cause each of its
Subsidiaries to, (a) keep its towers, head-end sites and offices and other
insurable Properties adequately insured at all times by reputable insurers, or,
to the extent acceptable to the Administrative Agent, by adequate
self-insurance, to such extent and against such risks, including fire and other
risks insured against by extended coverage, as what is customary with companies
similarly situated and in the same or similar businesses, (b) maintain in full
force and effect public liability (including liability insurance for all
vehicles and other insurable Property) and worker's compensation insurance, in
amounts customary for such similar companies to cover normal risks, by insurers
satisfactory to the Administrative Agent, (c) maintain business interruption
insurance for each CATV System in amounts satisfactory to the Lenders, and (d)
maintain other insurance as may be required by Law or reasonably requested by
the Administrative Agent; provided that such insurance policies will show the
Administrative Agent, on behalf of the Lenders, as additional insured or loss
payee, as appropriate. Borrower shall deliver evidence of renewal of each
insurance policy on or before the date of its expiration, and from time to time
shall deliver to the Administrative Agent, upon demand, evidence of the
maintenance of such insurance.

         6.03.    Inspection Rights. Borrower shall, and shall cause each of its
Subsidiaries to, permit the Administrative Agent or any Lender, upon one day's
notice or such lesser notice as is reasonable under the circumstances, to
examine and make copies of and abstracts from their records and books of
account, to visit and inspect their Properties and to discuss their affairs,
finances, and accounts with any of their directors, officers, employees,
accountants, attorneys and other representatives, all as the Administrative
Agent or any Lender may reasonably request.

         6.04.    Records and Books of Account; Changes in GAAP. Borrower shall,
and shall cause each of its Subsidiaries to keep adequate records and books of
account in conformity with GAAP. Borrower shall not, nor shall Borrower permit
any of its Subsidiaries to change its Fiscal Year, nor change its method of
financial accounting except in accordance with GAAP. In connection with any such
change after the date hereof, Borrower and Lenders shall negotiate in good faith
to make appropriate alterations to the covenants set forth in Section 7.01
hereof, reflecting such change.

         6.05.    Reporting Requirements. Borrower shall furnish to each Lender
and the Administrative Agent:

                  (a)      As soon as available and in any event within 45 days
after the end of Borrower's fiscal quarters, consolidated and consolidating
balance sheets of Borrower and its Subsidiaries as of the end of such quarter,
and consolidated and consolidating statements of

                                      -46-
<PAGE>

income, and consolidated and consolidating statements of changes in cash flow of
Borrower and its Subsidiaries for the portion of the fiscal year ending with
such quarter, setting forth, in comparative form, figures for the corresponding
periods in the previous fiscal year, all in reasonable detail, and certified by
an Authorized Officer as prepared in accordance with GAAP, and fairly presenting
the financial condition and results of operations of Borrower and its
Subsidiaries, subject to usual year-end audit adjustments;

                  (b)      As soon as available and in any event within 90 days
after the end of each fiscal year, consolidated and consolidating balance sheets
of Borrower and its Subsidiaries as of the end of such fiscal year, and
consolidated and consolidating statements of income and changes in cash flow of
Borrower and its Subsidiaries for such fiscal year, all in reasonable detail,
prepared in accordance with GAAP, and accompanied by an unqualified opinion of
the Auditor, which opinion shall state that such financial statements were
prepared in accordance with GAAP, that the examination by the Auditor in
connection with such financial statements was made in accordance with generally
accepted auditing standards, and that such financial statements present fairly
the financial condition and results of operations of Borrower and its
Subsidiaries;

                  (c)      Promptly upon receipt thereof, copies of all material
reports or letters submitted to Borrower or any other Subsidiary by the Auditor
or any other accountants in connection with any annual, interim, or special
audit, including without limitation the comment letter submitted to management
in connection with any such audit;

                  (d)      Together with each set of financial statements
delivered pursuant to subsections (a) and (b) above, (i) a Compliance
Certificate executed by an Authorized Officer, which such Compliance Certificate
must (A) certify that there has occurred no Default or Event of Default, and (B)
set forth the detailed calculations with respect to the financial covenants
required by Section 7.01 hereof, and (ii) a Subscriber Report;

                  (e)      As soon as available and in any event not later than
30 days after the beginning of each fiscal year of Borrower, the annual
operating and Capital Expenditure budgets of Borrower and its Subsidiaries for
such fiscal year;

                  (f)      Promptly upon knowledge by Borrower, the Parent, or
any Subsidiary of the Borrower of the occurrence of any Default or Event of
Default, a notice from an Authorized Officer, setting forth the details of such
Default or Event of Default, and the action being taken or proposed to be taken
with respect thereto;

                  (g)      As soon possible and in any event within five
Business Days after knowledge thereof by Borrower, the Parent or any Subsidiary
of the Borrower, notice of any Litigation pending or threatened against
Borrower, the Parent or any Subsidiary of the Borrower which, if determined
adversely, could reasonably be expected to result in a judgment, penalties, or
damages in excess of $1,000,000 together with a statement of an Authorized
Officer describing the allegations of such Litigation, and the action being
taken or proposed to be taken with respect thereto;

                  (h)      Promptly following notice or knowledge thereof by
Borrower, the Parent or any Subsidiary of the Borrower, notice of any actual or
threatened loss or termination of any

                                      -47-
<PAGE>

material Authorization of Borrower or any Subsidiary of the Borrower, together
with a statement of an Authorized Officer describing the circumstances
surrounding the same, and the action being taken or proposed to be taken with
respect thereto;

                  (i)      Promptly after filing or receipt thereof, copies of
all reports and notices that Borrower or any Subsidiary of the Borrower (i)
files or receives in respect of any Plan with or from the Internal Revenue
Service, the PBGC, or the United States Department of Labor, or (ii) furnishes
to or receives from any holders of any Debt or Contingent Liability, if in
either case, any information or dispute referred to therein either causes a
Default or Event of Default, or could reasonably be expected to cause or result
in a Default or an Event of Default;

                  (j)      Within 30 days after renewal or issuance of any
hazard, public liability, flood or other insurance policy maintained by Borrower
or any Subsidiary of the Borrower, a copy of the binder or insurance certificate
(showing Administrative Agent, on behalf of Borrower or such Subsidiary, as loss
payee or additional insured, as appropriate);

                  (k)      Within 270 days after the close of each fiscal year,
a statement of the Insufficiencies of each Plan (but only if the aggregate
amount of all Insufficiencies for all Plans exceeds $500,000), certified as
correct by an actuary enrolled under ERISA;

                  (l)      As soon as possible and in any event within 10 days
after Borrower, the Parent or any Subsidiary of the Borrower knows that any
Reportable Event has occurred with respect to any Plan, a statement, signed by
an Authorized Officer, describing said Reportable Event and the action which the
such Person proposes to take with respect thereto;

                  (m)      As soon as possible, and in any event within 10 days
after receipt by Borrower, the Parent or any Subsidiary of the Borrower, a copy
of (a) any notice or claim to the effect that Borrower or any such Subsidiary is
or may be liable to any Person as a result of the release by Borrower, any such
Subsidiary or any other Person of any toxic or hazardous waste or substance into
the environment, and (b) any notice alleging any violation of any federal, state
or local environmental, health or safety law or regulation by Borrower or any
such Subsidiary, which could reasonably be expected to, in either case, cause a
Material Adverse Change;

                  (n)      As soon as available and in any event within 45 days
after the end of Borrower's fiscal quarters, Subscriber Reports for the most
recently completed fiscal quarter; and

                  (o)      Promptly upon request, such other information
concerning the condition or operations of Borrower, the Parent, any Subsidiary
of the Borrower, and any of their Affiliates, financial or otherwise, as the
Administrative Agent or any Lender may from time to time reasonably request.

         6.06.    Use of Proceeds. The proceeds of the Advances shall be
available (and Borrower shall use such proceeds) to (a) refinance existing
Funded Debt of Borrower, (b) for working capital, (c) finance Capital
Expenditures, and (d) use for general corporate purposes.

         6.07.    Maintenance of Existence and Assets. Except as provided by
Section 7.07 of this Agreement, Borrower shall maintain, and shall cause each of
its Subsidiaries to maintain, its

                                      -48-
<PAGE>

corporate existence, authority to do business in the jurisdictions in which it
is necessary for Borrower or such Subsidiary to do so, and all Authorizations
necessary for the operation of any of their businesses. Borrower shall maintain,
and shall cause each of its Subsidiaries to maintain, the assets necessary for
use in their respective businesses in good repair, working order and condition,
and make all such repairs, renewals and replacements thereof as may be
reasonably required.

         6.08.    Payment of Taxes. Borrower will and will cause each of its
Subsidiaries to, promptly pay and discharge all lawful Taxes imposed upon it or
upon its income or profit or upon any Property belonging to it, unless such Tax
shall not at the time be due and payable, or if the validity thereof shall
currently be contested on a timely basis in good faith by appropriate
proceedings (provided that the enforcement of any Liens arising out of any such
nonpayment shall be stayed or bonded during the proceedings) and adequate
reserves with respect to such Tax shall have been established in accordance with
GAAP.

         6.09.    INDEMNITY.

                  (a)      BORROWER AGREES TO DEFEND, PROTECT, INDEMNIFY AND
HOLD HARMLESS THE ADMINISTRATIVE AGENT AND EACH LENDER, EACH OF THEIR RESPECTIVE
AFFILIATES, AND EACH OF THEIR RESPECTIVE (INCLUDING SUCH AFFILIATES') OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, SHAREHOLDERS AND CONSULTANTS
(INCLUDING, WITHOUT LIMITATION, THOSE RETAINED IN CONNECTION WITH THE
SATISFACTION OR ATTEMPTED SATISFACTION OF ANY OF THE CONDITIONS SET FORTH
HEREIN) OF EACH OF THE FOREGOING (COLLECTIVELY, "INDEMNITEES") FROM AND AGAINST
ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS,
JUDGMENTS, SUITS, CLAIMS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND OR
NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND
DISBURSEMENTS OF COUNSEL FOR SUCH INDEMNITEES IN CONNECTION WITH ANY
INVESTIGATIVE, ADMINISTRATIVE OR JUDICIAL PROCEEDING, WHETHER OR NOT SUCH
INDEMNITEES SHALL BE DESIGNATED A PARTY THERETO OR SUCH PROCEEDING SHALL HAVE
ACTUALLY BEEN INSTITUTED), IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST SUCH
INDEMNITEES (WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL AND WHETHER BASED ON ANY
FEDERAL, STATE, OR LOCAL LAWS AND REGULATIONS, UNDER COMMON LAW OR AT EQUITABLE
CAUSE, OR ON CONTRACT, TORT OR OTHERWISE), ARISING FROM OR CONNECTED WITH THE
PAST, PRESENT OR FUTURE OPERATIONS OF BORROWER, THE PARENT, ANY SUBSIDIARY OF
THE BORROWER, ANY AFFILIATE OR ANY PREDECESSORS IN INTEREST, OR THE PAST,
PRESENT OR FUTURE ENVIRONMENTAL CONDITION OF PROPERTY OF BORROWER, THE PARENT,
ANY SUBSIDIARY OF THE BORROWER, ANY AFFILIATE OR ANY PREDECESSORS IN INTEREST,
IN EACH CASE RELATING TO OR ARISING OUT OF THIS AGREEMENT, THE LOAN PAPERS, OR
ANY ACT, EVENT OR TRANSACTION OR ALLEGED ACT, EVENT OR TRANSACTION RELATING OR
ATTENDANT THERETO, LEGAL COSTS AND EXPENSES ARISING OUT OF OR INCURRED IN
CONNECTION WITH DISPUTES BETWEEN OR AMONG ANY PARTIES TO ANY OF THE LOAN PAPERS
AND THE MANAGEMENT OF THE ADVANCES BY THE ADMINISTRATIVE AGENT, INCLUDING IN
CONNECTION WITH, OR AS A RESULT, IN WHOLE OR IN PART, OF ANY NEGLIGENCE OF
ADMINISTRATIVE AGENT OR ANY LENDER (OTHER THAN THOSE MATTERS INVOLVING A CLAIM
BY A PARTICIPANT PURCHASER AGAINST ANY LENDER AND NOT BORROWER), OR THE USE OR
INTENDED USE OF THE PROCEEDS OF THE ADVANCES HEREUNDER, OR IN CONNECTION WITH
ANY INVESTIGATION OF ANY POTENTIAL MATTER COVERED HEREBY, BUT EXCLUDING ANY
CLAIM OR LIABILITY THAT ARISES AS THE RESULT OF THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF ANY INDEMNITIES, AS FINALLY JUDICIALLY DETERMINED BY A COURT OF
COMPETENT JURISDICTION (COLLECTIVELY, "INDEMNIFIED MATTERS").

                                      -49-
<PAGE>

                  (b)      IN ADDITION, BORROWER SHALL PERIODICALLY, UPON
REQUEST, REIMBURSE EACH INDEMNITIES FOR ITS REASONABLE LEGAL AND OTHER ACTUAL
REASONABLE EXPENSES (INCLUDING THE COST OF ANY INVESTIGATION AND PREPARATION)
INCURRED IN CONNECTION WITH ANY INDEMNIFIED MATTER. IF FOR ANY REASON THE
FOREGOING INDEMNIFICATION IS UNAVAILABLE TO ANY INDEMNITIES OR INSUFFICIENT TO
HOLD ANY INDEMNITIES HARMLESS WITH RESPECT TO INDEMNIFIED MATTERS, THEN BORROWER
SHALL CONTRIBUTE TO THE AMOUNT PAID OR PAYABLE BY SUCH INDEMNITIES AS A RESULT
OF SUCH LOSS, CLAIM, DAMAGE OR LIABILITY IN SUCH PROPORTION AS IS APPROPRIATE TO
REFLECT NOT ONLY THE RELATIVE BENEFITS RECEIVED BY BORROWER AND THE HOLDERS OF
THE CAPITAL STOCK OF BORROWER ON THE ONE HAND AND SUCH INDEMNITIES ON THE OTHER
HAND BUT ALSO THE RELATIVE FAULT OF BORROWER AND SUCH INDEMNITIES, AS WELL AS
ANY OTHER RELEVANT EQUITABLE CONSIDERATIONS. THE REIMBURSEMENT, INDEMNITY AND
CONTRIBUTION OBLIGATIONS UNDER THIS SECTION SHALL BE IN ADDITION TO ANY
LIABILITY WHICH BORROWER MAY OTHERWISE HAVE, SHALL EXTEND UPON THE SAME TERMS
AND CONDITIONS TO EACH INDEMNITIES, AND SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF ANY SUCCESSORS, ASSIGNS, HEIRS AND PERSONAL REPRESENTATIVES OF
BORROWER, THE ADMINISTRATIVE AGENT, THE LENDERS AND ALL OTHER INDEMNITEES. THE
OBLIGATIONS OF BORROWER UNDER THIS SECTION 6.09 SHALL SURVIVE (I) THE EXECUTION
OF THIS AGREEMENT AND (II) ANY TERMINATION OF THIS AGREEMENT AND PAYMENT OF THE
OBLIGATIONS.

                  (c)      Reserved.

         6.10.    Authorizations and Material Agreements. Borrower shall, and
shall cause its Subsidiaries to, obtain and comply in all material respects with
all FCC Licenses relating to any System. Borrower shall, and shall cause its
Subsidiaries to, obtain and comply in all material respects with all
Authorizations relating to the Systems, except to the extent failure to do so
could not reasonably be expected to cause or result in a Material Adverse
Change. Borrower shall, and shall cause its Subsidiaries to, maintain and comply
in all material respects with all agreements necessary or appropriate for any of
them to own, maintain, or operate any of their businesses or Properties, except
to the extent failure to do so could not reasonably be expected to cause or
result in a Material Adverse Change.

         6.11.    Intercompany Notes. Borrower shall cause all Intercompany
Notes to be pledged to the Administrative Agent on behalf of Lenders to secure
the Obligations, and delivered to the Administrative Agent for perfection
purposes. Borrower shall cause all Intercompany Notes for which Borrower, the
Parent or any Subsidiary of the Borrower is the obligor to be subject to a
Subordination Agreement.

         6.12.    Further Assurances. Borrower, the Parent and each Subsidiary
of the Borrower will make, execute or endorse, and acknowledge and deliver or
file or cause the same to be done, all such vouchers, invoices, notices,
certifications and additional agreements, undertakings, conveyances, deeds of
trust, mortgages, security agreements, transfers, assignments, financing
statements or other assurances, and take any and all such other action, as
Administrative Agent may, from time to time, deem reasonably necessary or proper
in connection with any such entity's obligations under any of the Loan Papers
and the obligations of Borrower thereunder, or for better assuring and
confirming unto Administrative Agent all or any part of the security for any of
the Obligations.

                                      -50-
<PAGE>

         6.13.    Subsidiaries and Other Obligors. Borrower shall cause each of
its Subsidiaries and, to the extent applicable to such Affiliate, each of its
Affiliates to comply with each provision of this Article VI, and execute such
subsidiary guaranties, security agreements and other agreements as
Administrative Agent shall deem necessary.

         6.14.    No later than December 31, 2003, Borrower shall, and shall
cause each of its Subsidiaries to, deliver to the Administrative Agent,
Mortgages covering all of the Mortgaged Properties together with (a) title
insurance policies, as to the Mortgaged Properties, current as-built surveys,
zoning letters and certificates of occupancy, in each case reasonably acceptable
to the Administrative Agent, in its sole discretion, (b) evidence that
counterparts of the Mortgages have been recorded in all places to the extent
necessary or desirable, in the judgment of the Administrative Agent, to create a
first priority lien (subject to Permitted Liens) on each Mortgaged Property in
favor of the Administrative Agent for the benefit of itself and the Lenders (or
in favor of such other trustee as may be required or desired under local law)
and (c) an opinion of counsel from the State of South Carolina and Washington
with respect to each Mortgaged Property located in each such State from counsel
reasonably acceptable to the Administrative Agent.

         6.15.    Management Fees. Any Management Fees payable by the Borrower
pursuant to the Management Agreement shall be subordinated to the payment of the
Obligations.

                        ARTICLE VII. NEGATIVE COVENANTS

         So long as the Commitment, any Advance, or any portion of the
Obligations is outstanding, or Borrower, the Parent or any Subsidiary of the
Borrower owes any other amount hereunder or under any other Loan Paper:

         7.01.    Financial Covenants. Borrower and its Subsidiaries shall
comply with the following covenants:

                  (a)      Leverage Ratio. At all times during the term hereof,
the Leverage Ratio shall not be greater than 6.50:1.0 determined as at the last
day of each fiscal quarter, beginning with the fiscal quarter ending on
September 30, 2003.

                  (b)      Senior Leverage Ratio. At all times during the term
hereof, the Senior Leverage Ratio shall not be greater than 1.0:1.0, in each
case determined as at the last day of each fiscal quarter, beginning with the
fiscal quarter ending on September 30, 2003.

                  (c)      Interest Coverage Ratio. At all times during the term
hereof, the Interest Coverage Ratio shall not be less than 1.50:1.0, in each
case determined as at the last day of each fiscal quarter, beginning with the
fiscal quarter ending on September 30, 2003; provided that, for purposes of this
ratio, cash taxes paid by Borrower and its Subsidiaries during any such period
will be deducted from revenues in the determination of Operating Cash Flow:

                  (d)      Fixed Charge Coverage Ratio. At all times during the
term hereof beginning with the fiscal quarter ending on September 30, 2003, the
Fixed Charge Coverage Ratio shall not be less than 1.0:1.0.

                                      -51-
<PAGE>

         7.02.    Debt. Borrower shall not, and shall not permit any of its
Subsidiaries to, create, incur, assume, become or be liable in any manner in
respect of, or suffer to exist, any Debt, except (a) Debt under the Loan Papers,
(b) Debt in existence on the date hereof, as shown on Schedule 5.08(a) hereto,
which such Debt must be subordinated to the Obligations pursuant to a
Subordination Agreement unless specifically agreed to by the Administrative
Agent, (c) trade payables incurred and paid in the ordinary course of business,
including subscriber deposits and (d) so long as there exists no Default or
Event of Default on any date of incurrence, other Debt which may include Capital
Leases of the Borrower in the aggregate outstanding at any one time not to
exceed $5,000,000.

         7.03.    Contingent Liabilities. Borrower shall not, and shall not
permit any of its Subsidiaries to, create, incur, assume, become or be liable in
any manner in respect of, or suffer to exist, any Contingent Liabilities, except
(a) Contingent Liabilities under or relating to the Loan Papers, (b) Contingent
Liabilities in existence on the Closing Date, as shown on Schedule 5.08(a)
hereto, (c) Contingent Liabilities resulting from the endorsement of negotiable
instruments for collection in the ordinary course of business and (d) utility
bonds, franchise agreement bonds and pole agreement bonds entered into in the
ordinary course of business.

         7.04.    Liens. Borrower shall not, and shall not permit any of its
Subsidiaries to, create or suffer to exist any Lien upon any of its Properties,
except (a) Permitted Liens and (b) Liens securing other Debt which may include
Capital Leases permitted to exist under Section 7.02(d) hereof. It is
specifically acknowledged and agreed that Borrower shall not, and shall not
permit any of its Subsidiaries to, hereafter agree with any Person (other than
Administrative Agent) not to grant a Lien on any of its assets.

         7.05.    Dispositions of Assets. Borrower shall not, and shall not
permit any of its Subsidiaries to, sell, lease, assign, or otherwise dispose of
any assets of Borrower or any Subsidiary, or otherwise consummate any Asset
Sale, (a) except sales or dispositions of assets in the ordinary course of
business, including dispositions of obsolete or useless assets, and (b) so long
as there exists no Default, and none is caused thereby, with the prior written
consent of Majority Lenders, Asset Sales in an aggregate amount over the term of
this Agreement not to exceed $2,000,000, so long as any amounts received by
Borrower and its Subsidiaries in the aggregate over $250,000 in any fiscal year
of Borrower and its Subsidiaries are immediately used to either reduce the
Commitment in accordance with Section 2.04 hereof or prepay the Term Loan in
accordance with Section 2.05 hereof, as applicable.

         7.06.    Distributions and Restricted Payments. Borrower shall not, and
shall not permit any Subsidiary to, make any Restricted Payments; provided that,
so long as there exists no Default or Event of Default, and none shall result
from such payment, Borrower and the Subsidiaries may (i) make payments of
Management Fees, subject to the Subordination Agreement required by Section
4.01(e) hereof and (ii) make payments with respect to Subordinated Debt;
provided that such payments are made in accordance with the terms of a
Subordination Agreement, in form and substance satisfactory to the
Administrative Agent; provided further that with respect to payments made on the
Subordinated Debt outstanding under the Northland Indenture, such payments may
be made in accordance with Article 10 of such indenture as in effect on the date
hereof.

                                      -52-
<PAGE>

         7.07.    Merger; Consolidation. Borrower shall not, and shall not
permit any of its Subsidiaries to, merge into or consolidate with any Person
except with a wholly-owned subsidiary of itself.

         7.08.    Business. Borrower shall not, and shall not permit any of its
Subsidiaries to, materially change the nature of its business as now conducted.
Borrower shall not conduct any business except the ownership and operation of
CATV Systems.

         7.09.    Transactions with Affiliates. Borrower shall not, and shall
not permit any of its Subsidiaries to, enter into or be party to a transaction
with any Affiliate, except on terms no less favorable than could be obtained on
an arm's-length basis with a Person that is not an Affiliate, and except as
disclosed on Schedule 7.09.

         7.10.    Loans and Investments. Borrower shall not, and shall not
permit any of its Subsidiaries to, make any loan, advance, extension of credit
or capital contribution to, or make or have any Investment in, any Person, or
make any commitment to make any such extension of credit or Investment, or make
any acquisition, except (a) Investments existing on the date hereof and
contemplated by the terms of this Agreement, each as shown on Schedule 5.13
hereto, (b) Investments in Cash Equivalents and (c) Investments in accounts
receivable arising in the ordinary course of business.

         7.11.    Fiscal Year and Accounting Method. Borrower shall not, and
shall not permit any of its Subsidiaries to, change its fiscal year or method of
accounting, except as may be required by GAAP.

         7.12.    Issuance of Capital Stock; Amendment of Charter. Borrower
shall not, and shall not permit any of its Subsidiaries to, issue, sell or
otherwise dispose of any Capital Stock in such Person, or any options or rights
to acquire such partnership interest or capital stock not issued and outstanding
on the Closing Date. Borrower shall not amend its articles of organization of
bylaws and Borrower shall not permit any of its Subsidiaries to amend its
articles of organization, bylaws or partnership agreement.

         7.13.    Change of Ownership. Borrower shall not, and shall not permit
its Subsidiaries to, permit any change in the ownership of Borrower and its
Subsidiaries from the ownership thereof as of the date hereof as disclosed on
Schedule 5.01 hereto.

         7.14.    Sale and Leaseback. Borrower shall not, and shall not permit
any of its Subsidiaries to, enter into any arrangement whereby it sells or
transfers any of its assets, and thereafter rents or leases such assets.

         7.15.    Compliance with ERISA. Borrower shall not, and shall not
permit any of its Subsidiaries to, directly or indirectly, or permit any member
of such Person's Controlled Group to directly or indirectly, (a) terminate any
Plan so as to result in any material (in the opinion of Administrative Agent)
liability to the Borrower or any Subsidiary or any member of its Controlled
Group, (b) permit to exist any ERISA Event, or any other event or condition,
which presents the risk of any material (in the opinion of Administrative Agent)
liability of the Borrower or any Subsidiary or any member of its Controlled
Group, (c) make a complete or partial withdrawal (within the meaning of Section
4201 of ERISA) from any Multiemployer Plan

                                      -53-
<PAGE>

so as to result in any material (in the opinion of Administrative Agent)
liability to the Borrower or any Subsidiary or any member of its Controlled
Group, (d) enter into any new Plan or modify any existing Plan so as to increase
its obligations thereunder (except in the ordinary course of business consistent
with past practice) which could result in any material (in the opinion of
Administrative Agent) liability to the Borrower or any Subsidiary or any member
of its Controlled Group, or (e) permit the present value of all benefit
liabilities, as defined in Title IV of ERISA, under each Plan of the Borrower or
any Subsidiary or any member of its Controlled Group (using the actuarial
assumptions utilized by the PBGC upon termination of a Plan) to materially (in
the opinion of Administrative Agent) exceed the fair market value of Plan assets
allocable to such benefits all determined as of the most recent valuation date
for each such Plan.

         7.16.    Rate Swap Exposure. Borrower may only enter into Interest
Hedge Agreements in order to manage existing or anticipated interest rate,
exchange rate or commodity price risks and not for speculative purposes, and
Borrower shall not enter into or become liable in respect of any Interest Hedge
Agreement pursuant to which the aggregate amount exceeds the aggregate principal
amount of all Advances.

         7.17.    Subsidiaries and Other Obligors. Borrower shall not permit any
of its Subsidiaries to violate any provision of this Article VII.

         7.18.    Change in Management. Borrower shall not permit any change in
the Management Agreement of Borrower or any Subsidiary.

         7.19.    Amendments to Material Agreements. Borrower shall not, nor
shall Borrower permit any of its Subsidiaries to, amend or change any Loan Paper
other than with the prior written consent of the Lenders pursuant to Section
10.01 hereof, nor shall Borrower nor any of its Subsidiaries change or amend (or
take any action or fail to take any action the result of which is an effective
amendment or change) or accept any waiver or consent with respect to, (a) any
Management Agreement, (b) any Intercompany Note, or (c) the Northland Indenture.

         7.20.    Acquisitions. The Borrower shall not, and the Subsidiaries of
the Borrower shall not, make any acquisitions, provided, that (a) the Borrower
may make acquisitions in aggregate amount not to exceed $2,000,000 during the
term of this Agreement, and (b) so long as (i) there exists no Default or Event
of Default and (ii) the Administrative Agent has received copies of (A) a pro
forma compliance certificate demonstrating compliance with the financial
covenants hereunder after giving effect to the proposed acquisition and (B) the
most recent Cumulative Leakage Index reports, pro forma projections and
subscriber reports for the assets being acquired, in form and substance
satisfactory to the Administrative Agent, the Borrower may make (x) any
Affiliate Acquisition and (y) with the approval of the Majority Lenders, other
acquisitions in excess of $2,000,000.

         7.21.    Designated Senior Debt. The Borrower shall not designate any
other Debt other than the Debt evidenced by this Agreement as "Designated Senior
Debt" as defined in the Northland Indenture.

         7.22.    Cash Management Procedures. The Borrower shall not amend or
modify its cash management policies and procedures as in effect on the Closing
Date, including, without

                                      -54-
<PAGE>

limitation, its policies and procedures with respect to sweeping cash from its
operating accounts into its main concentration account, without the prior
written consent of the Administrative Agent.

                        ARTICLE VIII. EVENTS OF DEFAULT

         8.01.    Events of Default. Any one or more of the following shall be
an "Event of Default" hereunder, if the same shall occur for any reason
whatsoever, whether voluntary or involuntary, by operation of Law, or otherwise:

                  (a)      Borrower shall fail to pay any principal, interest,
fees, or other amounts payable under any Loan Paper when due;

                  (b)      Borrower, the Parent or any Subsidiary shall fail to
perform or observe any term or condition contained in Sections 6.05(g), 6.06,
6.07, or 6.15 or Article VII;

                  (c)      The Parent or any Subsidiary of the Borrower shall
fail to perform or observe any other term or covenant contained in any Loan
Paper, other than those described in Section 8.01(a) or (b), and such failure
shall not be remedied within thirty days after the date on which such failure
occurs;

                  (d)      Any representation or warranty made or deemed made by
Borrower, the Parent or any Subsidiary (or any of its officers or
representatives) under or in connection with any Loan Papers shall prove to have
been materially incorrect or misleading when made or deemed made;

                  (e)      Any Loan Paper or material provision thereof shall,
for any reason, not be valid and binding on the Borrower, the Parent or the
Subsidiary of the Borrower that is signatory thereto, or not be in full force
and effect, or shall be declared to be null and void; the validity or
enforceability of any Loan Paper shall be contested by the Borrower, the Parent
or any Subsidiary of the Borrower; the Borrower, the Parent or any Subsidiary of
the Borrower shall deny that it has any or further liability or obligation under
its respective Loan Papers; or any default or breach under any provision of any
Loan Papers shall continue after the applicable grace period, if any, specified
in such Loan Paper;

                  (f)      Any of the following shall occur: (i) the Borrower,
the Parent or any Subsidiary of the Borrower shall make an assignment for the
benefit of creditors or be unable to pay its debts generally as they become due;
(ii) the Borrower, the Parent or any Subsidiary of the Borrower shall petition
or apply to any Tribunal for the appointment of a trustee, receiver, or
liquidator of it, or of any substantial part of its assets, or shall commence
any proceedings relating to such entity under any Debtor Relief Law, whether now
or hereafter in effect; (iii) any such petition or application shall be filed,
or any such proceedings shall be commenced, against the Borrower, the Parent or
any Subsidiary of the Borrower, and the same is not withdrawn within 60 days, or
an order, judgment or decree

                                      -55-
<PAGE>

shall be entered appointing any such trustee, receiver, or liquidator, or
approving the petition in any such proceedings; (iv) any final order, judgment,
or decree shall be entered in any proceedings against the Borrower, the Parent
or any Subsidiary of the Borrower decreeing its dissolution; (v) any final
order, judgment, or decree shall be entered in any proceedings against the
Borrower, the Parent or any Subsidiary of the Borrower decreeing its split-up
which requires the divestiture of a substantial part of its assets; or (vi) the
Borrower, the Parent or any Subsidiary of the Borrower shall petition or apply
to any Tribunal for the appointment of a trustee, receiver, or liquidator of it,
or of any substantial part of its assets, or shall commence any proceedings
relating to the Borrower, the Parent or any Subsidiary of the Borrower under any
Debtor Relief Law, whether now or hereafter in effect;

                  (g)      The Borrower, the Parent or any Subsidiary of the
Borrower shall fail to pay any Debt or Contingent Liability of $1,000,000 or
more when due (whether by scheduled maturity, required prepayment, acceleration,
demand, or otherwise), and such failure shall continue after the applicable
grace period, if any, specified in the agreement or instrument relating to such
Debt or Contingent Liability; or the Borrower, the Parent or any Subsidiary of
the Borrower shall fail to perform or observe any term or covenant contained in
any agreement or instrument relating to any such Debt or Contingent Liability,
when required to be performed or observed, and such failure shall continue after
the applicable grace period, if any, specified in such agreement or instrument,
and can result in acceleration of the maturity of such Debt or Contingent
Liability; or any such Debt or Contingent Liability shall be declared to be due
and payable, or required to be prepaid (other than by a regularly scheduled
required prepayment), prior to the stated maturity thereof;

                  (h)      The Borrower, the Parent or any Subsidiary of the
Borrower shall have any final judgment(s) outstanding against it for the payment
of $1,000,000 or more, and such judgment(s) shall remain unstayed, in effect,
and unpaid for a period of 60 days;

                  (i)      Borrower, any Subsidiary, or any ERISA Affiliate
shall have committed a failure described in Section 302(0(1) of ERISA, and the
amount determined under Section 302(0(3) of ERISA is equal to or greater than
$1,000,000;

                  (j)      the Borrower, any Subsidiary, or any ERISA Affiliate
shall have been notified by the sponsor of a Multiemployer Plan that such Plan
is in reorganization or is being terminated, within the meaning of Title IV of
ERISA, if as a result thereof the aggregate annual contributions to all
Multiemployer Plans in reorganization or being terminated is increased over the
amounts contributed to such Plans for the preceding Plan year by an amount
exceeding $1,000,000;

                  (k)      Borrower or any Subsidiary shall be required under
any Environmental Law (i) to implement any remedial, neutralization, or
stabilization process or program, the cost of which could constitute a Material
Adverse Change, or (ii) to pay any penalty, fine, or damages in an aggregate
amount of $1,000,000 or more;

                  (l)      Any Property (whether leased or owned) of the
Borrower, the Parent or any Subsidiary of the Borrower, or the operations
conducted thereon by any of them or any current or prior owner or operator
thereof (in the case of real Property), shall violate or have violated any
applicable Environmental Law, if such violation could constitute a Material
Adverse Change; or the Borrower, the Parent or any Subsidiary of the Borrower
shall not obtain or maintain any License required to be obtained or filed under
any Environmental Law in connection with the use of such Property and assets,
including without limitation past or present

                                      -56-
<PAGE>

treatment, storage, disposal, or release of Hazardous Materials into the
environment, if the failure to obtain or maintain the same could constitute a
Material Adverse Change;

                  (m)      Any Collateral Document shall for any reason (other
than pursuant to the terms thereof) cease to create a valid and perfected first
priority Lien in the Collateral purported to be covered thereby;

                  (n)      The occurrence of a Material Adverse Change, as
reasonably determined by Administrative Agent;

                  (o)      Any Authorization (including, without limitation, any
CATV Franchise or FCC License) necessary for the ownership or essential for the
operation by Borrower or any Subsidiary or any CATV System or systems which
service five percent (5%) or more of the subscribers ("Significant CATV
Systems") shall expire and the same shall not have been renewed; or (i) Borrower
shall not have applied for renewal of any such Authorization prior to 30 days
before its scheduled expiration; or (ii) any such Authorization shall not have
been renewed or replaced by another Authorization authorizing substantially the
same operations of such Significant CATV System 10 days prior to such
expiration; or (iii) any Authorization, consent or permit (including, without
limitation, any CATV Franchise or FCC License) necessary for the ownership or
essential for the operation of any Significant CATV System shall be canceled,
revoked, terminated, rescinded, annulled, suspended or modified in a materially
adverse respect, or shall no longer be in full force and effect, or the grant or
the effectiveness thereof shall have been stayed, vacated, reversed or set
aside, and such action shall be no longer subject to further administrative or
judicial review; or (iv) any Significant CATV System shall fail for any period
of ten (or if such failure is the result of any damage, destruction or loss
which is covered by adequate casualty or property insurance, 30) consecutive
calendar days to operate or maintain any cable signal, and such failure is not
covered by business interruption insurance;

                  (p)      At any time, less than 100% of the Capital Stock of
Borrower and the Subsidiaries shall be pledged to the Lenders to secure the
Obligations pursuant to a first and prior perfected Lien (subject to inchoate
tax liens); or all or any portion of the Collateral constituting a System or a
Significant CATV Systems, or all or any portion of the Pledged Interests or the
Pledge Agreements shall be the subject of any proceeding instituted by any
Person, or there shall exist any litigation or overtly threatened litigation
with respect to all or any portion of the Collateral constituting Significant
CATV Systems or all or any portion of the Pledged Interests or the Pledge
Agreement; or all or any portion of the Collateral constituting Significant CATV
Systems shall be the subject of any legal proceeding instituted by any Person
other than a Lender or Administrative Agent (except in connection with any
Lender's exercise of any remedies under the Loan Papers); or any document or
instrument creating or granting a security interest or Lien in any Collateral
shall for any reason fail to create a valid first priority security interest
(subject to Permitted Liens) in any collateral purported to be covered thereby;
or, except as permitted by Section 2.15 of this Agreement, any material portion
of the Collateral shall not be subject to a prior perfected security interest
(subject to Permitted Liens), or be subject to attachment, levy or
replenishment, unless such attachment, levy or replenishment shall be stayed, or
bonded in an amount substantially equal to the fair market value of such
Property and only for so long as such stay or bond exists;

                                      -57-
<PAGE>

                  (q)      (i) A petition or complaint is filed before or by the
Federal Trade Commission, the United States Justice Department, or any other
Tribunal, seeking to cause Borrower, the Parent or any Subsidiary to divest a
significant portion of its assets or the Capital Stock of any Subsidiary or
Borrower, pursuant to any antitrust, restraint of trade, unfair competition or
similar Laws, and such petition or complaint is not dismissed or discharged
within 60 days of the filing thereof, which such divestiture could reasonably be
expected to cause a Material Adverse Change or (ii) a warrant of attachment or
execution or similar process shall be issued or levied against Property of
Borrower, the Parent or any Subsidiary which, together with all other such
Property of Borrower, the Parent and the Subsidiaries subject to other such
process, exceeds in value $250,000 in the aggregate, and if such judgment or
award is not insured or, within 60 days after the entry, issue or levy thereof,
such judgment, warrant or process shall not have been paid or discharged, bonded
or stayed pending appeal, or if, after the expiration of any such stay, such
judgment, warrant or process shall not have been paid or discharged;

                  (r)      Any civil action, suit or proceeding shall be
commenced against the Borrower, the Parent or any Subsidiary of the Borrower
under any federal or state racketeering statute (including, without limitation,
the Racketeer Influenced and Corrupt Organization Act of 1970) ("RICO") and such
suit shall be adversely determined by a court of applicable jurisdiction
resulting in a judgment against such entity in excess of $250,000; or any
criminal action or proceeding shall be commenced against the Borrower, the
Parent or any Subsidiary of the Borrower under any federal or state racketeering
statute (including, without limitation, RICO);

                  (s)      A default or event of default (as such terms may be
defined therein) shall occur under the Northland Indenture; or

                  (t)      The occurrence of a Change of Control with respect to
the Parent.

         8.02.    Remedies Upon Default. If an Event of Default described in
Section 8.01(f) shall occur with respect to the Borrower, the Parent or any
Subsidiary of the Borrower, the Commitment shall be immediately terminated and
the aggregate unpaid principal balance of and accrued interest on all Advances
shall, to the extent permitted by applicable Law, thereupon become due and
payable concurrently therewith, without any action by Administrative Agent or
any Lender, and without diligence, presentment, demand, protest, notice of
protest or intent to accelerate, or notice of any other kind, all of which are
hereby expressly waived. Subject to the foregoing sentence, if any Event of
Default shall occur and be continuing, then no LIBOR Advances shall be available
to Borrower and Administrative Agent may at its election, and shall at the
direction of Majority Lenders, do any one or more of the following:

                  (a)      Declare the entire unpaid balance of all Advances
immediately due and payable, whereupon it shall be due and payable without
diligence, presentment, demand, protest, notice of protest or intent to
accelerate, or notice of any other kind (except notices specifically provided
for under Section 8.01), all of which are hereby expressly waived (except to the
extent waiver of the foregoing is not permitted by applicable Law);

                  (b)      Terminate the Revolver Commitment;

                                      -58-
<PAGE>

                  (c)      Reduce any claim of Administrative Agent and Lenders
to judgment; and

                  (d)      Exercise any Rights afforded under any Loan Papers,
by Law, including but not limited to the UCC, at equity, or otherwise.

         8.03.    Cumulative Rights. All Rights available to Administrative
Agent and Lenders under the Loan Papers shall be cumulative of and in addition
to all other Rights granted thereto at Law or in equity, whether or not amounts
owing thereunder shall be due and payable, and whether or not Administrative
Agent or any Lender shall have instituted any suit for collection or other
action in connection with the Loan Papers.

         8.04.    Waivers. The acceptance by Administrative Agent or any Lender
at any time and from time to time of partial payment of any amount owing under
any Loan Papers shall not be deemed to be a waiver of any Default or Event of
Default then existing. No waiver by Administrative Agent or any Lender of any
Default or Event of Default shall be deemed to be a waiver of any Default or
Event of Default other than such Default or Event of Default. No delay or
omission by Administrative Agent or any Lender in exercising any Right under the
Loan Papers shall impair such Right or be construed as a waiver thereof or an
acquiescence therein, nor shall any single or partial exercise of any such Right
preclude other or further exercise thereof, or the exercise of any other Right
under the Loan Papers or otherwise.

         8.05.    Performance by Administrative Agent or any Lender. Should any
covenant of the Borrower, the Parent or any Subsidiary of the Borrower fail to
be performed in accordance with the terms of the Loan Papers, Administrative
Agent may, at its option, perform or attempt to perform such covenant on behalf
of such entity. Notwithstanding the foregoing, it is expressly understood that
neither Administrative Agent nor any Lender assumes, and shall not ever have,
except by express written consent of Administrative Agent or such Lender, any
liability or responsibility for the performance of any duties or covenants of
the Borrower, the Parent or any Subsidiary of the Borrower.

         8.06.    Expenditures. Borrower shall reimburse Administrative Agent
and each Lender for any sums spent by it in connection with the exercise of any
Right provided herein. Such sums shall bear interest at the lesser of (a) the
Base Rate in effect from time to time, plus 3.0% and (b) the Highest Lawful
Rate, from the date spent until the date of repayment by Borrower.

         8.07.    Control. None of the covenants or other provisions contained
in this Agreement shall, or shall be deemed to, give Administrative Agent or any
Lender any Rights to exercise control over the affairs and/or management of the
Borrower, the Parent or any Subsidiary of the Borrower, the power of
Administrative Agent and each Lender being limited to the Rights to exercise the
remedies provided in this Article; provided, however, that if Administrative
Agent or any Lender becomes the owner of any partnership, stock or other equity
interest in any Person, whether through foreclosure or otherwise, it shall be
entitled to exercise such legal Rights as it may have by being an owner of such
stock or other equity interest in such Person.

         8.08.    Notice of Default. Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default,
except with respect to defaults in the payment of principal, interest and fees
required to be paid to Administrative Agent for the

                                      -59-
<PAGE>

account of Lenders, unless Administrative Agent shall have received written
notice from a Lender or from Borrower referring to this Agreement, describing
such Default or Event of Default and stating that such notice is a "notice of
default." Administrative Agent will notify Lenders of its receipt of any such
notice. Administrative Agent shall take such action with respect to such Default
or Event of Default as may be directed by Majority Lenders in accordance with
Article VIII hereof, provided, however, that unless and until Administrative
Agent has received any such direction, Administrative Agent may (but shall not
be obligated to) take such action, or refrain from taking such action, with
respect to such Default or Event of Default as it shall deem advisable in its
sole discretion or in the best interest of Lenders.

                      ARTICLE IX. THE ADMINISTRATIVE AGENT

         9.01.    Authorization and Action.

                  (a)      Each Lender hereby appoints GE Capital to act on
behalf of all Lenders as the Administrative Agent under this Agreement and the
other Loan Papers. The provisions of this Section 9.01 are solely for the
benefit of the Administrative Agent and Lenders and neither the Borrower nor any
other Person shall have any rights as a third party beneficiary of any of the
provisions hereof. In performing its functions and duties under this Agreement
and the other Loan Papers, the Administrative Agent shall act solely as an agent
of Lenders and does not assume and shall not be deemed to have assumed any
obligation toward or relationship of agency or trust with or for the Parent, the
Borrower, any of the Borrower's Subsidiaries or any other Person. The
Administrative Agent shall have no duties or responsibilities except for those
expressly set forth in this Agreement and the other Loan Papers. The duties of
the Administrative Agent shall be mechanical and administrative in nature and
the Administrative Agent shall not have, or be deemed to have, by reason of this
Agreement, any other Loan Paper or otherwise a fiduciary relationship in respect
of any Lender. Except as expressly set forth in this Agreement and the other
Loan Papers, the Administrative Agent shall not have any duty to disclose, and
shall not be liable for failure to disclose, any information relating to the
Parent, the Borrower or any of their respective Subsidiaries or any account
debtor that is communicated to or obtained by GE Capital or any of its
Affiliates in any capacity. Neither the Administrative Agent nor any of its
Affiliates nor any of their respective officers, directors, employees, agents or
representatives shall be liable to any Lender for any action taken or omitted to
be taken by it hereunder or under any other Loan Paper, or in connection
herewith or therewith, except for damages caused by its or their own gross
negligence or willful misconduct.

                  (b)      If the Administrative Agent shall request
instructions from Majority Lenders or all affected Lenders with respect to any
act or action (including failure to act) in connection with this Agreement or
any other Loan Paper, then the Administrative Agent shall be entitled to refrain
from such act or taking such action unless and until the Administrative Agent
shall have received instructions from Majority Lenders or all affected Lenders,
as the case may be, and the Administrative Agent shall not incur liability to
any Person by reason of so refraining. The Administrative Agent shall be fully
justified in failing or refusing to take any action hereunder or under any other
Loan Paper (a) if such action would, in the opinion of the Administrative Agent,
be contrary to law or the terms of this Agreement or any other Loan Paper, (b)
if such action would, in the opinion of the Administrative Agent, expose the
Administrative Agent to Environmental Liabilities or (c) if the Administrative
Agent shall not

                                      -60-
<PAGE>

first be indemnified to its satisfaction against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action. Without limiting the foregoing, no Lender shall have any right
of action whatsoever against the Administrative Agent as a result of the
Administrative Agent acting or refraining from acting hereunder or under any
other Loan Paper in accordance with the instructions of Majority Lenders or all
affected Lenders, as applicable.

         9.02.    Administrative Agent's Reliance, Etc Neither the
Administrative Agent nor any of its Affiliates nor any of their respective
directors, officers, agents or employees shall be liable for any action taken or
omitted to be taken by it or them under or in connection with this Agreement or
the other Loan Papers, except for damages caused by its or their own gross
negligence or willful misconduct. Without limiting the generality of the
foregoing, the Administrative Agent: (a) may treat the payee of any Note as the
holder thereof until the Administrative Agent receives written notice of the
assignment or transfer thereof signed by such payee and in form reasonably
satisfactory to the Administrative Agent; (b) may consult with legal counsel,
including counsel for Borrower, the Parent or any Subsidiary of the Borrower,
independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken by it in good faith in
accordance with the advice of such counsel, accountants or experts; (c) 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 or the other Loan Papers; (d) 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 the other Loan Papers on
the part of the Borrower, the Parent or Subsidiary of the Borrower or to inspect
the Collateral (including the books and records) of the Borrower, the Parent or
any Subsidiary of the Borrower; (e) shall not be responsible to any Lender for
the due execution, legality, validity, enforceability, genuineness, sufficiency
or value of this Agreement or the other Loan Papers or any other instrument or
document furnished pursuant hereto or thereto; and (f) shall incur no liability
under or in respect of this Agreement or the other Loan Papers by acting upon
any notice, consent, certificate or other instrument or writing (which may be by
telecopy, telegram, cable or telex) believed by it to be genuine and signed or
sent by the proper party or parties

         9.03.    GE Capital and Affiliates. With respect to its Commitments
hereunder, GE Capital shall have the same rights and powers under this Agreement
and the other Loan Papers 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 GE Capital in its
individual capacity. GE Capital and its Affiliates may lend money to, invest in,
and generally engage in any kind of business with, the Parent, the Borrower, any
of their Affiliates and any Person who may do business with or own securities of
the Parent, the Borrower, any of the Borrower's Subsidiaries or any such
Affiliate, all as if GE Capital were not the Administrative Agent and without
any duty to account therefor to Lenders. GE Capital and its Affiliates may
accept fees and other consideration from the Parent, the Borrower or any of
their Affiliates for services in connection with this Agreement or otherwise
without having to account for the same to Lenders.

         9.04.    Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other
Lender and based on the

                                      -61-
<PAGE>

financial statements referred to in Section 5.04 hereof and such other documents
and information as it has deemed appropriate, made its own credit and financial
analysis of the Borrower and its own decision to enter into this Agreement and
the other Loan Papers. Each Lender also acknowledges that it will, independently
and without reliance upon the Administrative Agent or any other Lender and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement. Each Lender acknowledges the potential conflict of interest of
each other Lender as a result of Lenders holding disproportionate interests in
the Advances, and expressly consents to, and waives any claim based upon, such
conflict of interest.

         9.05.    Indemnification by Lenders. The Lenders agree to indemnify the
Administrative Agent (to the extent not reimbursed by the Borrower and without
limiting the obligations of the Borrower hereunder), ratably according to their
respective Specified Percentages, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever that may be imposed
on, incurred by, or asserted against Administrative Agent in any way relating to
or arising out of this Agreement or any other Loan Papers or any action taken or
omitted to be taken by Administrative Agent thereunder, including any negligence
of Administrative Agent; 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 Administrative
Agent's gross negligence or willful misconduct. Without limiting the foregoing,
each Lender agrees to reimburse Administrative Agent promptly upon demand for
its ratable share of any out-of-pocket expenses (including reasonable counsel
fees) incurred by Administrative Agent in connection with the preparation,
execution, delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal and
other advice in respect of rights or responsibilities under, this Agreement and
each other Loan Paper, to the extent that Administrative Agent is not reimbursed
for such expenses by Borrower.

         9.06.    Successor Administrative Agent. Administrative Agent may
resign at any time by giving written notice thereof to Lenders and Borrower, and
may be removed at any time with or without cause by the action of all Lenders
(other than Administrative Agent, if it is a Lender). Upon any such resignation,
Majority Lenders shall have the right to appoint a successor Administrative
Agent. If no successor Administrative Agent shall have been so appointed and
shall have accepted such appointment within thirty days after the retiring
Administrative Agent's giving of notice of resignation, then the retiring
Administrative Agent may, on behalf of 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 $50,000,000. Upon the acceptance of any
appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and become
vested with all the Rights and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations under the Loan Papers, provided that if the retiring or removed
Administrative Agent is unable to appoint a successor Administrative Agent,
Administrative Agent shall, after the expiration of a sixty day period from the
date of notice, be relieved of all obligations as Administrative Agent
hereunder. Notwithstanding any Administrative Agent's resignation or removal
hereunder, the provisions of this Article shall continue to inure to its benefit
as to any actions

                                      -62-
<PAGE>

taken or omitted to be taken by it while it was Administrative Agent under this
Agreement.

         9.07.    Delegation of Duties. Administrative Agent may execute any of
its duties under this Agreement or any other Loan Paper by or through agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. Administrative Agent shall not
be responsible for the negligence or misconduct of any agent or attorney-in-fact
that it selects in the absence of gross negligence or willful misconduct.

                            ARTICLE X. MISCELLANEOUS

         10.01.   Amendments and Waivers. No amendment or waiver of any
provision of this Agreement or any other Loan Papers, nor consent to any
departure by the Borrower, the Parent or any Subsidiary of the Borrower
therefrom, shall be effective unless the same shall be in writing and signed by
Administrative Agent with the written consent of Majority Lenders, and then any
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given; provided, however, that no amendment,
waiver, or consent shall (and the result of action or failure to take action
shall not) unless in writing and signed by all of Lenders and Administrative
Agent, (a) increase the Revolver Commitment or the Term Loan Commitment, (b)
reduce any principal, interest, fees, or other amounts payable hereunder, or
waive or result in the waiver of any Event of Default under Section 8.01(a), (c)
postpone any date fixed for any payment of principal, interest, fees, or other
amounts payable hereunder, (d) release any Collateral or Guaranties securing the
Borrower's, the Parent's or any Subsidiary's obligations hereunder, other than
releases contemplated hereby and by the Loan Papers, (e) change the meaning of
Specified Percentage or the number of Lenders required to take any action
hereunder, or (f) amend this Section 10.01. No amendment, waiver, or consent
shall affect the Rights or duties of Administrative Agent under any Loan Papers,
unless it is in writing and signed by Administrative Agent in addition to
Issuing Bank and the requisite number of Lenders.

         10.02.   Notices.

                  (a)      Manner of Delivery. All notices communications and
other materials to be given or delivered under the Loan Papers shall, except in
those cases where giving notice by telephone is expressly permitted, be given or
delivered in writing. All written notices, communications and materials shall be
sent by registered or certified mail, postage prepaid, return receipt requested,
by telecopier, or delivered by hand or overnight courier. In the event of a
discrepancy between any telephonic notice and any written confirmation thereof,
such written confirmation shall be deemed the effective notice except to the
extent Administrative Agent, any Lender or Borrower has acted in reliance on
such telephonic notice.

                  (b)      Addresses. All notices, communications and materials
to be given or delivered pursuant to this Agreement shall be given or delivered
at the following respective addresses and telecopier and telephone numbers and
to the attention of the following individuals or departments:

If to Borrower:

                                      -63-
<PAGE>

                  Northland Cable Television, Inc.
                  101 Stewart Street, Suite 700
                  Seattle, Washington 98101
                  Telephone No.: (206) 621-1351
                  Facsimile No.: (206) 623-9015
                  Attention: Gary Jones

         With a Copy to:

                  Northland Cable Television, Inc.
                  101 Stewart Street, Suite 700
                  Seattle, Washington 98101
                  Telephone No.: (206) 621-1351
                  Facsimile No.: (206) 623-9015

                  Attention: Legal Department

If to Administrative Agent:

                  General Electric Capital Corporation
                  GE Media and Communications Finance
                  2325 Lakeview Parkway
                  7th Floor
                  Alpharetta, GA 30004
                  Attention:  Northland Cable TV Account Manager
                  Telecopier No.: (678) 624-7903
                  Telephone No.: (678) 624-7990

                  with copies to:

                  General Electric Capital Corporation
                  GE Media and Communications Finance
                  2325 Lakeview Parkway
                  7th Floor
                  Alpharetta, GA 30004
                  Attention: Mark O'Leary
                  Telecopier No.: (678) 624-7906
                  Telephone No.: (678) 624-7958

         and

                  General Electric Capital Corporation
                  201 High Ridge Road
                  Stamford, Connecticut 06927-5100
                  Attention:  Corporate Counsel - Commercial Finance
                  Telecopier No.: (203) 316-7889

                                      -64-
<PAGE>

                  Telephone No.: (203) 316-7552

                  (c)      If to any Lender, to its address set forth below
opposite its signature or on any Assignment and Acceptance or amendment to this
Agreement or at such other address or, telecopier or telephone number or to the
attention of such other individual or department as the party to which such
information pertains may hereafter specify for the purpose in a notice to the
other specifically captioned "Notice of Change of Address".

                  (d)      Effectiveness. Each notice, communication and any
material to be given or delivered to any party pursuant to this Agreement shall
be effective or deemed delivered or furnished (i) if sent by mail, on the fifth
day after such notice, communication or material is deposited in the mail,
addressed as above provided, (ii) if sent by telecopier, when such notice,
communication or material is transmitted to the appropriate number determined as
above provided in this Section 10.02 and the appropriate receipt is received or
otherwise acknowledged, (iii) if sent by hand delivery or overnight courier,
when left at the address of the addressee addressed as above provided, and (iv)
if given by telephone, when communicated to the individual or any member of the
department specified as the individual or department to whose attention notices,
communications and materials are to be given or delivered except that notices of
a change of address, telecopier or telephone number or individual or department
to whose attention notices, communications and materials are to be given or
delivered shall not be effective until received; provided, however, that notices
to Administrative Agent pursuant to Article II shall be effective when received.
Borrower agrees that Administrative Agent shall have no duty or obligation to
verify or otherwise confirm telephonic notices given pursuant to Article II, and
agrees to indemnify and hold harmless Administrative Agent and Lenders for any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, claims, costs, and expenses resulting, directly or indirectly,
from acting upon any such notice.

         10.03.   Parties in Interest. All covenants and agreements contained in
this Agreement and all other Loan Papers shall bind and inure to the benefit of
the respective successors and assigns of the parties hereto. Each Lender may
from time to time assign or transfer its interests hereunder pursuant to Section
10.04 hereof. None of the Borrower, the Parent or any Subsidiary of the Borrower
may assign or transfer its Rights or obligations under any Loan Paper without
the prior written consent of Administrative Agent.

         10.04.   Assignments and Participations.

                  (a)      Subject to the following sentence, each Lender (an
"Assignor") may assign its Rights and obligations as a Lender under the Loan
Papers to one or more Eligible Assignees pursuant to an Assignment and
Acceptance, so long as (i) each assignment shall be of a constant, and not a
varying percentage of all Rights and obligations thereunder, (ii) each Assignor
shall obtain in each case the prior written consent of Administrative Agent
(except in the case of an assignment to an Affiliate of such Lender), (iii) each
Assignor shall in each case pay a $3,500 processing fee to Administrative Agent,
and (iv) no such assignment is for an amount less than $5,000,000 unless such
assignment shall be in an amount equal to 100% of such Assignor's Commitments.
Within five Business Days after Administrative Agent receives notice of any such
assignment, Borrower shall execute and deliver to Administrative Agent, in
exchange for the Notes issued to Assignor, new Notes to the order of such
Assignor and its

                                      -65-
<PAGE>

assignee in amounts equal to their respective Specified Percentages of the
Commitment. Such new Notes shall be dated the effective date of the assignment.
It is specifically acknowledged and agreed that on and after the effective date
of each assignment, the assignee shall be a party hereto and shall have the
Rights and obligations of a Lender under the Loan Papers.

                  (b)      Each Lender may sell participations to one or more
Persons in all or any of its Rights and obligations under the Loan Papers;
provided, however, that (i) such Lender's obligations under the Loan Papers
shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations, (iii) such Lender
shall remain the holder of its Notes for all purposes of the Loan Papers, (iv)
the participant shall be granted the Right to vote on or consent to only those
matters described in Sections 10.01 (a). (b) (c) and (d), (v) the Borrower,
Administrative Agent, and other Lenders shall continue to deal solely and
directly with such Lender in connection with its Rights and obligations under
the Loan Papers and (vi) no such participation is for an amount less than
$5,000,000.

                  (c)      Any Lender may, in connection with any assignment or
participation, or proposed assignment or participation, disclose to the assignee
or participant, or proposed assignee or participant, any information relating to
the Borrower, the Parent or any Subsidiary of the Borrower furnished to such
Lender by or on behalf of such entity.

                  (d)      Notwithstanding any other provision set forth in this
Agreement, each Lender may at any time create a security interest in all or any
portion of its Rights under this Agreement (including, without limitation, the
Advances owing to it and the Note or Notes held by it) in favor of any Federal
Reserve Bank in accordance with Regulation A of the Board of Governors of the
Federal Reserve System.

         10.05.   Sharing of Payments. If any Lender shall obtain any payment
(whether voluntary, involuntary, through the exercise of any Right of set-off,
or otherwise) on account of its Advances in excess of its pro rata share of
payments made by Borrower, such Lender shall forthwith purchase participations
in Advances made by the other Lenders as shall be necessary to share the excess
payment pro rata with each of them; provided, however, that if any of such
excess payment is thereafter recovered from the purchasing Lender, its purchase
from each Lender shall be rescinded and each Lender shall repay the purchase
price to the extent of such recovery together with a pro rata share of any
interest or other amount paid or payable by the purchasing Lender in respect of
the total amount so recovered. Borrower agrees that any Lender so purchasing a
participation from another Lender pursuant to this Section 10.05 may, to the
fullest extent permitted by Law, exercise all its Rights of payment (including
the Right of set-off) with respect to such participation as fully as if such
Lender were the direct creditor of Borrower in the amount of such participation.

         10.06.   Right of Set-off. Upon the occurrence and during the
continuance of any Event of Default, each Lender is hereby authorized at any
time and from time to time, to the fullest extent permitted by Law, 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 at any time owing by such
Lender to or for the credit or the account of Borrower against any and all of
the obligations of Borrower now or hereafter existing under this Agreement and
the other Loan Papers, whether or not Administrative Agent or any Lender shall
have made any demand under this Agreement or the

                                      -66-
<PAGE>

other Loan Papers, and even if such obligations are unmatured. Each Lender shall
promptly notify Borrower after any such set-off and application, provided, that
the failure to give such notice shall not affect the validity of such set-off
and application. The Rights of each Lender under this Section 10.06 are in
addition to other Rights (including, without limitation, other Rights of
set-off) which such Lender may have.

         10.07.   Costs, Expenses, and Taxes.

                  (a)      Borrower agrees to pay on demand (i) all costs and
expenses of Administrative Agent in connection with the preparation and
negotiation of all Loan Papers, including without limitation the reasonable fees
and out-of-pocket expenses of Special Counsel and (ii) all costs and expenses
(including reasonable attorneys' fees and expenses) of Administrative Agent and
each Lender in connection with administration, interpretation, modification,
amendment, waiver, or release of any Loan Papers and any restructuring,
work-out, or collection of any portion of the Obligations or the enforcement of
any Loan Papers.

                  (b)      In addition, Borrower shall pay any and all stamp,
debt, and other Taxes payable or determined to be payable in connection with any
payment hereunder (other than Taxes on the overall net income of Administrative
Agent or any Lender or franchise Taxes or Taxes on capital or capital receipts
of Administrative Agent or any Lender), or the execution, delivery, or
recordation of any Loan Papers, and agrees to save Administrative Agent and each
Lender harmless from and against any and all liabilities with respect to, or
resulting from any delay in paying or omission to pay any Taxes in accordance
with this Section 10.07, including any penalty, interest, and expenses relating
thereto. All payments by the Borrower, the Parent or any Subsidiary of the
Borrower under any Loan Papers shall be made free and clear of and without
deduction for any present or future Taxes (other than Taxes on the overall net
income of Administrative Agent or any Lender of any nature now or hereafter
existing, levied, or withheld, or franchise Taxes or Taxes on capital or capital
receipts of Administrative Agent or any Lender), including all interest,
penalties, or similar liabilities relating thereto. If Borrower shall be
required by Law to deduct or to withhold any Taxes from or in respect of any
amount payable hereunder, (i) the amount so payable shall be increased to the
extent necessary so that, after making all required deductions and withholdings
(including Taxes on amounts payable to Administrative Agent or any Lender
pursuant to this sentence), Administrative Agent or any Lender receives an
amount equal to the sum it would have received had no such deductions or
withholdings been made, (ii) Borrower shall make such deductions or
withholdings, and (iii) Borrower shall pay the full amount deducted or withheld
to the relevant taxing authority in accordance with applicable Law. Without
prejudice to the survival of any other agreement of Borrower hereunder, the
agreements and obligations of Borrower contained in this Section 10.07 shall
survive the execution of this Agreement, termination of the Commitment,
repayment of the Obligations, satisfaction of each agreement securing or
assuring the Obligations and termination of this Agreement and each other Loan
Paper.

         10.08.   Rate Provision. It is not the intention of any party to any
Loan Papers to make an agreement violative of the Laws of any applicable
jurisdiction relating to usury. In no event shall Borrower or any other Person
be obligated to pay any amount in excess of the Maximum Amount. If
Administrative Agent or any Lender ever receives, collects or applies, as
interest, any such excess, such amount which would be excessive interest shall
be deemed a partial

                                      -67-
<PAGE>

repayment of principal and treated hereunder as such; and if principal is paid
in full, any remaining excess shall be paid to Borrower or the other Person
entitled thereto. In determining whether or not the interest paid or payable,
under any specific contingency, exceeds the Maximum Amount, the Borrower, the
Parent or any Subsidiary of the Borrower, Administrative Agent and each Lender
shall, to the maximum extent permitted under Applicable Law, (a) characterize
any nonprincipal payment as an expense, fee or premium rather than as interest,
(b) exclude voluntary prepayments and the effect thereof, and (c) amortize,
prorate, allocate and spread in equal parts, the total amount of interest
throughout the entire contemplated term of the Obligations so that the interest
rate is uniform throughout the entire term of the Obligations; provided that if
the Obligations are paid and performed in full prior to the end of the full
contemplated term thereof, and if the interest received for the actual period of
existence thereof exceeds the Maximum Amount, Administrative Agent or Lenders,
as appropriate, shall refund to Borrower the amount of such excess or credit the
amount of such excess against the total principal amount owing, and, in such
event, neither Administrative Agent nor any Lender shall be subject to any
penalties provided by any Laws for contracting for, charging or receiving
interest in excess of the Maximum Amount. This Section 10.08 shall control every
other provision of all agreements among the parties to the Loan Papers
pertaining to the transactions contemplated by or contained in the Loan Papers.

         10.09.   Severability. If any provision of any Loan Paper is held to be
illegal, invalid, or unenforceable under present or future Laws during the term
thereof, such provision shall be fully severable, the appropriate Loan Paper
shall be construed and enforced as if such illegal, invalid, or unenforceable
provision had never comprised a part thereof, and the remaining provisions
thereof shall remain in full force and effect and shall not be affected by the
illegal, invalid, or unenforceable provision or by its severance therefrom.
Furthermore, in lieu of such illegal, invalid, or unenforceable provision there
shall be added automatically as a part of such Loan Paper a legal, valid, and
enforceable provision as similar in terms to the illegal, invalid, or
unenforceable provision as may be possible.

         10.10.   Exceptions to Covenants. None of the Borrower, the Parent or
any Subsidiary of the Borrower shall be deemed to be permitted to take any
action or to fail to take any action that is permitted as an exception to any
covenant in any Loan Papers, or that is within the permissible limits of any
covenant, if such action or omission would result in a violation of any other
covenant in any Loan Paper.

         10.11.   Counterparts. This Agreement and the other Loan Papers may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument. In making proof of any such agreement,
it shall not be necessary to produce or account for any counterpart other than
one signed by the party against which enforcement is sought.

         10.12.   GOVERNING LAW; WAIVER OF JURY TRIAL.

                  (a)      EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE
LOAN PAPERS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY
AND PERFORMANCE, THE PARENT, THE BORROWER AND THE BORROWER'S SUBSIDIARIES AND
THE OBLIGATIONS SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE

                                      -68-
<PAGE>

WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA. THE BORROWER HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL
COURTS LOCATED IN NEW YORK COUNTY, CITY OF NEW YORK, NEW YORK SHALL HAVE
EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE
BORROWER, THE ADMINISTRATIVE AGENT AND LENDERS PERTAINING TO THIS AGREEMENT OR
ANY OF THE OTHER LOAN PAPERS OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OF THE OTHER LOAN PAPERS; PROVIDED, THAT THE ADMINISTRATIVE
AGENT, LENDERS AND THE BORROWER ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS
MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK COUNTY AND;
PROVIDED, FURTHER THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO
PRECLUDE THE ADMINISTRATIVE AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL
ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER
SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN
FAVOR OF THE ADMINISTRATIVE AGENT. THE BORROWER EXPRESSLY SUBMITS AND CONSENTS
IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH
COURT, AND THE BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY HAVE BASED UPON
LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY
CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
APPROPRIATE BY SUCH COURT. THE BORROWER HEREBY WAIVES PERSONAL SERVICE OF THE
SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND
AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY
REGISTERED OR CERTIFIED MAIL ADDRESSED TO THE BORROWER AT THE ADDRESS SET FORTH
IN SECTION 10.02 OF THIS AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED
COMPLETED UPON THE EARLIER OF THE BORROWER'S ACTUAL RECEIPT THEREOF OR THREE (3)
DAYS AFTER DEPOSIT IN THE UNITED STATES MAILS, PROPER POSTAGE PREPAID.

                  (b)      BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX
FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN
EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL
LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR
DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO
ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF
ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN
CONTRACT, TORT OR OTHERWISE, AMONG THE ADMINISTRATIVE AGENT, LENDERS AND THE
BORROWER ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP

                                      -69-
<PAGE>

ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER
LOAN PAPERS OR THE TRANSACTIONS RELATED THERETO.

         10.13.   Press Releases and Related Matters. The Borrower agrees that
neither it nor its Affiliates will in the future issue any press releases or
other public disclosure (other than public disclosures required to be given by
the Securities and Exchange Commission) using the name of GE Capital or its
affiliates or referring to this Agreement, or the other Loan Papers without at
least two (2) Business Days' prior notice to GE Capital and without the prior
written consent of GE Capital unless (and only to the extent that) the Borrower
or such Affiliate is required to do so under law and then, in any event, the
Borrower or such Affiliate will consult with GE Capital before issuing such
press release or other public disclosure. The Borrower grants to the
Administrative Agent or any Lender a limited, personal, non-assignable,
non-exclusive license to use Borrower's name, logo and or trademark during the
term of this Agreement, for the purposes of advertising material relating to the
financing transactions contemplated by this Agreement, provided that such use is
consistent with Borrower's standard trademark usage terms and conditions, which
Administrative Agent and Lender acknowledge having received. The Administrative
Agent or such Lender shall provide a draft of any advertising material to the
Borrower for review and reasonable editing, prior to the publication thereof,
such that Borrower has a reasonable period of time to review and comment prior
to such publication. The Administrative Agent reserves the right to provide to
industry trade organizations information necessary and customary for inclusion
in league table measurements.

         10.14.   RESERVATION OF RIGHTS. NOTHING IN THIS AGREEMENT SHALL BE
DEEMED TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF
LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS AGREEMENT; OR (II) BE A
WAIVER BY ADMINISTRATIVE AGENT OR ANY LENDER OF THE PROTECTION AFFORDED TO IT BY
12 U.S.C. SEC. 91 OR ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE
RIGHT OF ADMINISTRATIVE AGENT OR ANY LENDER HERETO (A) TO EXERCISE SELF HELP
REMEDIES SUCH AS (BUT NOT LIMITED TO) SETOFF, OR (B) TO FORECLOSE AGAINST ANY
REAL OR PERSONAL PROPERTY COLLATERAL, OR (C) TO OBTAIN FROM A COURT PROVISIONAL
OR ANCILLARY REMEDIES SUCH AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF
POSSESSION OR THE APPOINTMENT OF A RECEIVER. ADMINISTRATIVE AGENT AND EACH
LENDER MAY EXERCISE SUCH SELF HELP RIGHTS, FORECLOSE UPON SUCH PROPERTY, OR
OBTAIN SUCH PROVISIONAL OR ANCILLARY REMEDIES BEFORE, DURING OR AFTER THE
PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT PURSUANT TO THIS AGREEMENT.
NEITHER THIS EXERCISE OF SELF HELP REMEDIES NOR THE INSTITUTION OR MAINTENANCE
OF AN ACTION FOR FORECLOSURE OR PROVISIONAL OR ANCILLARY REMEDIES SHALL
CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY, INCLUDING THE CLAIMANT IN ANY
SUCH ACTION, TO ARBITRATE THE MERITS OF THE CONTROVERSY OR CLAIM OCCASIONING
RESORT TO SUCH REMEDIES.

         10.15.   ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN PAPERS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS

                                      -70-
<PAGE>

OR SUBSEQUENT ORAL AGREEMENT OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.

         10.16.   Conflicts. In the event of any conflict between the provisions
of this Agreement and the provisions of any other Loan Paper, the provisions of
this Agreement shall control.

                   REMAINDER OF PAGE LEFT INTENTIONALLY BLANK

                                      -71-
<PAGE>

         IN WITNESS WHEREOF, this Credit Agreement is executed as of the date
first set forth above.

BORROWER:
                                             NORTHLAND CABLE TELEVISION, INC.

                                             By: /s/ GARY S. JONES
                                                 -----------------
                                             Name: Gary S. Jones
                                             Title: President

            [SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT]

<PAGE>

                                           GENERAL ELECTRIC CAPITAL CORPORATION,
                                           as Administrative Agent and as a
                                           Lender

                                           By: /s/ RICHARD VARALLA
                                               -------------------------------
                                                   Richard Varalla
                                                   Its Duly Authorized Signatory

Revolver  Specified Percentage

100%

Term Loan Specified Percentage:

100%

Total Specified Percentage:

100%

Address:
2325 Lakeview Parkway
Ste 700
Alpharetta, GA 30004
Attention:  Northland Cable TV Account Manager
Telecopier No.: (678) 624-7903
Telephone No.: (678) 624-7990

</TEXT>
</DOCUMENT>
