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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
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<PAGE>
 
                                                                    EXHIBIT 10.1



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




                                CREDIT AGREEMENT

                            Dated as of April 9, 1998

                                      among

                             RENAISSANCE MEDIA LLC,

                            The LENDERS party hereto,

                      MORGAN STANLEY SENIOR FUNDING, INC.,
                              as Syndication Agent,

                                   CIBC INC.,
                             as Documentation Agent,

                             BANKERS TRUST COMPANY,
                             as Administrative Agent

                                       and

                      for purposes of Section 6.16 hereof,
                         RENAISSANCE MEDIA GROUP LLC and
                    the PARENT COMPANIES referred to herein.

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

                      MORGAN STANLEY SENIOR FUNDING, INC.,
                                   as Arranger



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

<PAGE>
 
                                TABLE OF CONTENTS
                             ----------------------

                                                                           PAGE
                                                                           ----

                                    ARTICLE 1
                                    ---------
                                   DEFINITIONS
                                   -----------

SECTION 1.01.  Defined Terms.................................................1
SECTION 1.02.  Classification of Loans and Borrowings.......................34
SECTION 1.03.  Terms Generally..............................................34
SECTION 1.04.  Accounting Terms; GAAP.......................................35

                                    ARTICLE 2
                                    ---------
                                   THE CREDITS
                                   -----------

SECTION 2.01.  Commitments..................................................35
SECTION 2.02.  Loans and Borrowings.........................................36
SECTION 2.03.  Requests for Borrowings......................................37
SECTION 2.04.  Letters of Credit............................................38
SECTION 2.05.  Funding of Borrowings........................................43
SECTION 2.06.  Interest Elections...........................................43
SECTION 2.07.  Termination and Reduction of Commitments.....................45
SECTION 2.08.  Maturity of Loans; Evidence of Debt..........................46
SECTION 2.09.  Mandatory Repayment and Prepayment of Loans and
         Reduction of Commitments...........................................46
SECTION 2.10.  Optional Prepayment of Loans.................................53
SECTION 2.11.  Fees.........................................................54
SECTION 2.12.  Interest.....................................................55
SECTION 2.13.  Alternate Rate of Interest...................................56
SECTION 2.14.  Increased Costs..............................................56
SECTION
 2.15.  Break Funding Payments.......................................57
SECTION 2.16.  Taxes........................................................58
SECTION 2.17.  Payments Generally; Pro Rata Treatment; Sharing of Set-offs..60
SECTION 2.18.  Mitigation Obligations; Replacement of Lenders...............62

                                    ARTICLE 3
                                    ---------
                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

SECTION 3.01.  Organization; Powers.........................................63
SECTION 3.02.  Authorization; Enforceability................................63

<PAGE>
 
                                                                           PAGE
                                                                           ----

SECTION 3.03.  Governmental Approvals; No Conflicts.........................63
SECTION 3.04.  Financial Condition; No Material Adverse Change..............64
SECTION 3.05.  Properties...................................................65
SECTION 3.06.  Litigation and Environmental Matters.........................65
SECTION 3.07.  Compliance with Laws and Agreements..........................65
SECTION 3.08.  Investment and Holding Company Status........................66
SECTION 3.09.  Taxes........................................................66
SECTION 3.10.  ERISA........................................................66
SECTION 3.11.  Disclosure...................................................66
SECTION 3.12.  Guarantors...................................................67
SECTION 3.13.  Collateral Documents.........................................67
SECTION 3.14.  Acquisition Documents........................................67
SECTION 3.15.  Solvency.....................................................67
SECTION 3.16.  Interest Rate Protection Program.............................67

                                    ARTICLE 4
                                    ---------
                                   CONDITIONS
                                   ----------

SECTION 4.01.  Effective Date...............................................68
SECTION 4.02.  Each Credit Event............................................72

                                    ARTICLE 5
                                    ---------
                              AFFIRMATIVE COVENANTS
                              ---------------------

SECTION 5.01.  Financial Statements and Other Information...................73
SECTION 5.02.  Notices of Material Events...................................75
SECTION 5.03.  Existence; Conduct of Business...............................75
SECTION 5.04.  Payment of Obligations.......................................75
SECTION 5.05.  Maintenance of Properties; Insurance.........................76
SECTION 5.06.  Books and Records; Inspection Rights.........................76
SECTION 5.07.  Compliance with Laws and Contracts...........................76
SECTION 5.08.  Use of Proceeds and Letters of Credit........................77
SECTION 5.09.  Further Assurances...........................................77
SECTION 5.10.  Year 2000 Compliance.........................................80

                                    ARTICLE 6
                                    ---------
                               NEGATIVE COVENANTS
                               ------------------

SECTION 6.01.  Indebtedness.................................................80
SECTION 6.02.  Liens........................................................81
SECTION 6.03.  Fundamental Changes; Asset Sales.............................82


                                      ii

<PAGE>
 
                                                                           PAGE
                                                                           ----

SECTION 6.04.  Investments, Loans, Advances, Guarantees and Acquisitions....83
SECTION 6.05.  Hedging Agreements...........................................84
SECTION 6.06.  Restricted Payments; Voluntary Payments......................84
SECTION 6.07.  Transactions with Affiliates.................................86
SECTION 6.08.  Restrictive Agreements.......................................86
SECTION 6.09.  Modification of Certain Documents............................87
SECTION 6.10.  Accounting Changes...........................................88
SECTION 6.11.  Capital Expenditure; Permitted Acquisitions..................88
SECTION 6.12.  Adjusted Consolidated Senior Leverage Ratio..................89
SECTION 6.13.  Combined Total Leverage Ratio................................89
SECTION 6.14.  Combined Interest Coverage Ratio.............................89
SECTION 6.15.  Combined Fixed Charge Coverage Ratio.........................89
SECTION 6.16.  Limitation on Activities by RMG and Parent Companies.........89

                                    ARTICLE 7
                                    ---------
                                EVENTS OF DEFAULT
                                -----------------

                                    ARTICLE 8
                                    ---------
                                   THE AGENTS
                                   ----------

SECTION 8.01.  Appointment, Powers and Immunities...........................93
SECTION 8.02.  Reliance by Agents...........................................94
SECTION 8.03.  Appointment of Sub-agents....................................94
SECTION 8.04.  Successor Agents.............................................95
SECTION 8.05.  Non-reliance on Agents and Other Lenders.....................95
SECTION 8.06.  Syndication Agent............................................95

                                    ARTICLE 9
                                    ---------
                                  MISCELLANEOUS
                                  -------------

SECTION 9.01.  Notices......................................................96
SECTION 9.02.  Waivers; Amendments; Release of Collateral...................96
SECTION 9.03.  Expenses; Indemnity; Damage Waiver...........................99
SECTION 9.04.  Successors and Assigns......................................101
SECTION 9.05.  Survival....................................................104
SECTION 9.06.  Counterparts; Integration...................................104
SECTION 9.07.  Severability................................................104
SECTION 9.08.  Right of Setoff.............................................104


                                      iii

<PAGE>
 
                                                                           PAGE
                                                                           ----
SECTION 9.09.  Governing Law; Jurisdiction; Consent to Service of Process..105
SECTION 9.10.  WAIVER OF JURY TRIAL........................................106
SECTION 9.11.  Headings....................................................106
SECTION 9.12.  Confidentiality.............................................106
SECTION 9.13.  Interest Rate Limitation....................................107

SCHEDULES:

Schedule 2.01 -- Commitments
Schedule 3.06 -- Litigation and Environmental Matters
Schedule 6.01 -- Existing Indebtedness
Schedule 6.02 -- Existing Liens
Schedule 6.08 -- Existing Restrictions

EXHIBITS:

Exhibit A     -- Form of Assignment and Acceptance
Exhibit B     -- Form of Borrower Pledge Agreement
Exhibit C     -- Form of Borrower Security Agreement
Exhibit D-1   -- Form of Parent Companies Guarantee
Exhibit D-2   -- Form of Subsidiary Guarantee
Exhibit D-3   -- Form of Capital Corporation Guarantee
Exhibit E     -- Form of Subsidiary Pledge Agreement
Exhibit F     -- Form of Subsidiary Security Agreement
Exhibit G     -- Form of Parent Companies Pledge and Security Agreement
Exhibit H     -- Form of Opinion of Counsel for Obligors
Exhibit I     -- Form of Opinion of Mississippi Counsel for Obligors
Exhibit J     -- Form of Opinion of Louisiana Counsel for Obligors
Exhibit K     -- Form of Opinion of Tennessee Counsel for the Obligors
Exhibit L     -- Form of Opinion of Special Counsel for the Agents
Exhibit M     -- Terms of Subordination
Exhibit N     -- Form of Letter of Credit Request


                                      iv

<PAGE>
 
         CREDIT AGREEMENT dated as of April 9, 1998, among RENAISSANCE MEDIA
LLC, the LENDERS party hereto, MORGAN STANLEY SENIOR FUNDING, INC., as
Syndication Agent, CIBC INC., as Documentation Agent, BANKERS TRUST COMPANY, as
Administrative Agent and, for purposes of Section 6.16 hereof, RENAISSANCE MEDIA
GROUP LLC and the PARENT COMPANIES referred to herein.

         The parties hereto agree as follows:



                                   ARTICLE 1

                                  DEFINITIONS

         SECTION 1.01.  Defined Terms.  As used in this Agreement, the following
terms have the meanings specified below:

         "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

         "Acquisition" means the acquisition by the Borrower of the Targets, as
contemplated by the Purchase Agreement.

         "Acquisition Deposits" means deposits or escrows funded in connection
with acquisitions; provided that the aggregate amount of all such deposits and
escrows shall not exceed $10,000,000 at any one time outstanding.

         "Acquisition Documents" means the Purchase Agreement, including all
exhibits (other than Exhibit A) and schedules thereto.

         "Act" means the Delaware Limited Liability Company Act, as amended from
time to time.

         "Adjusted Consolidated Senior Leverage Ratio" means, at any date, the
ratio of (i) Consolidated Total Senior Debt less the aggregate amount of Asset
Sale proceeds (x) then on deposit in the Cash Collateral Account pursuant to
Section 2.09(b) and subject to the Liens created by the Collateral Documents and
(y) irrevocably designated by the Borrower for prepayment of Term Loans and/or

<PAGE>
 
reduction of Revolving Commitments to (ii) Annualized Quarterly Combined
Operating Cash Flow.

          "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.

         "Administrative Agent" means Bankers Trust Company, in its capacity as
administrative agent for the Lenders under the Loan Documents, and any successor
appointed pursuant to the provisions of Section 8.04.

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

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

         "Agents" means the Administrative Agent, the Documentation Agent and
the Syndication Agent listed on the cover page of this Agreement, and "Agent"
means any of them, as the context may require.

         "Alternate Base Rate" means, for any day, a rate per annum equal to the
greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate
Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate
shall be effective from and including the effective date of such change in the
Prime Rate or the Federal Funds Effective Rate, respectively.

         "Annualized Quarterly Combined Operating Cash Flow" means, at any date,
the Combined Operating Cash Flow for the most recently ended fiscal quarter for
which the Borrower has delivered to the Agents and the Lenders the financial
statements required to be delivered by the Borrower pursuant to Section 5.01(a)
or 5.01(b), as the case may be (after giving effect to any Pro Forma Cash Flow
Determination and First Quarter Adjustment), multiplied by four.

         "Applicable Leverage Ratio" means, for any day, the Consolidated Senior
Leverage Ratio on the last day of the most recently ended fiscal quarter of the
Borrower for which the Borrower has delivered to the Agents and the Lenders the
financial statements required to be delivered by the Borrower pursuant to
Section 5.01(a) or 5.01(b), as the case may be; provided that if the Borrower
shall not have timely delivered any such financial statements, and the Required
Lenders

                                       2

<PAGE>
 
shall not have agreed otherwise, the Applicable Leverage Ratio for each day from
and including the day on which such financial statements are required to be
delivered to but excluding the day on which such financial statements are
delivered shall be deemed to be greater than 5.0:1; and provided further that,
for purposes of determining the Applicable Rate pursuant to Table I of the
definition of "Applicable Rate," the Applicable Leverage Ratio on the Effective
Date shall be equal to the ratio of (i) Consolidated Total Senior Debt on the
Effective Date (after giving effect to any Loans made on the Effective Date) to
(ii) $29,300,000.

         "Applicable Percentage" means, with respect to any Lender with a
Commitment of any Class, the percentage of the total Commitments of such Class
represented by such Lender's Commitment of such Class. If the Commitments of
such Class have terminated or expired, the Applicable Percentages with respect
to the Commitments of such Class shall be determined based upon the Commitments
of such Class most recently in effect, giving effect to any assignments.

         "Applicable Rate" means, with respect to any ABR Loan or Eurodollar
Loan, or with respect to any Letter of Credit participation fee payable
hereunder, as the case may be, (i) for any day prior to and including November
13, 1998, the applicable rate per annum set forth in Table I below under the
caption "ABR Spread", "Eurodollar Spread" or "Letter of Credit Fee Rate", as the
case may be, based on the Applicable Leverage Ratio on the Effective Date; and
(ii) for any day after November 13, 1998, the applicable rate per annum set
forth in Table II below under the caption "ABR Spread","Eurodollar Spread" or
"Letter of Credit Fee Rate", as the case may be, based upon the Applicable
Leverage Ratio on such date; provided that each applicable rate set forth in
Table II below will decrease by .125% on and after the first date on which each
Agent has received evidence reasonably satisfactory to it that (A) the
Subscriber Total of the Borrower and its Consolidated Subsidiaries exceeds
200,000 and (B) the credit facilities provided for under this Agreement shall
have been rated Ba3 or better by Moody's and BB- or better by S&P:

                                       3

<PAGE>
 
                      Table I -- Initial Applicable Rates


<TABLE> 
<CAPTION> 

==============================================================================================================================
                                                                                   ABR          Eurodollar              
                                                                               Spread for       Spread for              
                                                                                Revolving       Revolving               
                                                                                Loans and       Loans and       Letter of
                                                                             Tranche A Term   Tranche A Term     Credit 
 Applicable Leverage Ratio on the Effective Date:                                 Loans           Loans         Fee Rate 
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>              <C>               <C> 
             less than or equal to 4.5 to 1                                       1.25%           2.25%            2.0%
- ------------------------------------------------------------------------------------------------------------------------------
greater than 4.5 to 1 and less than or equal to 4.75 to 1                         1.375%          2.375%          2.125%
- ------------------------------------------------------------------------------------------------------------------------------
greater than 4.75 to 1 and less than or equal to 5.0 to 1                          1.5%            2.5%            2.25%
- ------------------------------------------------------------------------------------------------------------------------------
                 greater than 5.0 to 1                                            1.625%          2.625%          2.375%
==============================================================================================================================

<CAPTION> 

==============================================================================================================================
                                                                                                                Eurodollar
                                                                                             ABR Spread for     Spread for
                                                                                                Tranche B       Tranche B
        Applicable Leverage Ratio on the Effective Date:                                       Term Loans       Term Loans
- ------------------------------------------------------------------------------------------------------------------------------
        <S>                                                                                  <C>                <C> 
             less than or equal to 5.0 to 1                                                      1.625%           2.625%
                 greater than 5.0 to 1                                                           1.875%           2.875%
==============================================================================================================================

</TABLE>
 

                    Table II -- Generally Applicable Rates


<TABLE> 
<CAPTION> 

==============================================================================================================================
                                                                                 ABR          Eurodollar
                                                                             Spread for       Spread for
                                                                              Revolving       Revolving
                                                                              Loans and       Loans and       Letter of
                                                                           Tranche A Term   Tranche A Term     Credit
            Applicable Leverage Ratio:                                          Loans           Loans         Fee Rate
- ------------------------------------------------------------------------------------------------------------------------------
            <S>                                                            <C>              <C>               <C> 
                   less than or equal to 3.0 to 1                              0.625%           1.625%         1.375%
- ------------------------------------------------------------------------------------------------------------------------------
     greater than 3.0 to 1 and less than or equal to 3.5 to 1                  0.875%           1.875%         1.625%
- ------------------------------------------------------------------------------------------------------------------------------
     greater than 3.5 to 1 and less than or equal to 4.0 to 1                   1.0%             2.0%           1.75%
- ------------------------------------------------------------------------------------------------------------------------------
     greater than 4.0 to 1 and less than or equal to 4.25 to 1                 1.125%           2.125%         1.875%
- ------------------------------------------------------------------------------------------------------------------------------
     greater than 4.25 to 1 and less than or equal to 4.5 to 1                  1.25%           2.25%           2.0%
- ------------------------------------------------------------------------------------------------------------------------------
     greater than 4.5 to 1 and less than or equal to 4.75 to 1                 1.375%           2.375%         2.125%
- ------------------------------------------------------------------------------------------------------------------------------
     greater than 4.75 to 1 and less than or equal to 5.0 to 1                  1.5%             2.5%           2.25%
- ------------------------------------------------------------------------------------------------------------------------------
                       greater than 5.0 to 1                                   1.625%           2.625%         2.375%
==============================================================================================================================

</TABLE>
 

                                       4

<PAGE>
 

<TABLE> 
<CAPTION> 

=====================================================================================================
                                                                                     Eurodollar
                                                                  ABR Spread for     Spread for
                                                                     Tranche B       Tranche B
                   Applicable Leverage Ratio:                       Term Loans       Term Loans
- -----------------------------------------------------------------------------------------------------
          <S>                                                     <C>                <C> 
                       less than 4.0 to 1                              1.375%           2.375%
- -----------------------------------------------------------------------------------------------------
          greater than 4.0 to 1 and less than 5.0 to 1                 1.625%           2.625%
- -----------------------------------------------------------------------------------------------------
                      greater than 5.0 to 1                            1.875%           2.875%
=====================================================================================================

</TABLE>
 

         "Asset Sale" means any sale, lease, license or other disposition
(including any such transaction effected by way of merger or consolidation) by
the Borrower or any of its Subsidiaries of any asset, including without
limitation any sale-leaseback transaction, whether or not involving a capital
lease, or any sale of the stock or other equity securities of any Subsidiary,
but excluding (i) dispositions of cash, cash equivalents and other cash
management investments and obsolete, unused or unnecessary equipment, in each
case in the ordinary course of business, (ii) dispositions of inventory in the
ordinary course of business and (iii) dispositions to the Borrower or any
Subsidiary Guarantor. The description of any transaction as not constituting an
"Asset Sale" does not affect any limitation on such transaction imposed by
Articles 5 and 6 of this Agreement.

         "Assignment and Acceptance" means an assignment and acceptance entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.04), and accepted by the Administrative Agent and
Syndication Agent, in the form of Exhibit A.

          "Board" means the Board of Governors of the Federal Reserve System of
the United States of America.

         "Borrower" means Renaissance Media LLC, a Delaware limited liability
company.

         "Borrower Consolidated EBITDA" means, for any period, the sum of:

                           (1) consolidated net income of the Borrower and its
                  Consolidated Subsidiaries for such period (exclusive of (x)
                  the portion of net income allocable to minority interests in
                  unconsolidated Persons to the extent that cash distributions
                  have not actually been received from such Persons and (y) the
                  effect of any extraordinary or non-recurring gain or loss),
                  plus

                                       5

<PAGE>
 
                           (2) to the extent deducted in determining such
                  consolidated net income, the aggregate amount of (i)
                  Consolidated Interest Expense, (ii) income tax expense, (iii)
                  depreciation and amortization (including without limitation
                  amortization of debt issuance costs) and (iv) other non-cash
                  charges.

         "Borrower Pledge Agreement" means the pledge agreement substantially in
the form of Exhibit B between the Borrower and the Administrative Agent, as
amended from time to time.

         "Borrower's Board of Representatives" means the Board of
Representatives (as defined in the Renaissance Media LLC Limited Liability
Company Agreement dated as of April 9, 1998) of the Borrower.

         "Borrower Security Agreement" means the security agreement
substantially in the form of Exhibit C between the Borrower and the
Administrative Agent entered into as of the Effective Date, as amended from time
to time.

         "Borrowing" means Loans of the same Type, made, converted or continued
on the same date and, in the case of Eurodollar Loans, as to which a single
Interest Period is in effect.

         "Borrowing Request" means a request by the Borrower for a Borrowing in
accordance with Section 2.03.

         "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain closed.

         "Cable Act" means Title VI of the Communications Act, 47 U.S.C. (S) 151
et seq., and all other provisions of the Cable Communications Policy Act of
1984, Pub. L. No. 98-549, and the Cable Television Consumer Protection and
Competition Act of 1992, Pub. L. No. 102-385, each as amended from time to time.

         "Capital Corporation" means Renaissance Media Capital Corporation, a
Delaware corporation.

         "Capital Lease Obligations" of any Person means the obligations of such
Person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof,
which obligations are required to be classified and accounted for as capital
leases

                                       6

<PAGE>
 
on a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with GAAP.

         "Cash Collateral Account" has the meaning assigned to such term in the
Borrower Security Agreement.

         "Change in Control" means (a) the failure of the Parent Companies to
directly or indirectly own 100% of the aggregate ordinary voting power
represented by the issued and outstanding equity securities of the Borrower; (b)
the failure of RMG to directly or indirectly own 100% of the aggregate ordinary
voting power represented by the issued and outstanding equity securities of the
Parent Companies; (c) the failure of the Permitted Holders, collectively, to
own, directly or indirectly, a majority of the aggregate ordinary voting power
represented by the issued and outstanding equity securities of, and to Control,
the Parent Companies; or (d) the occurrence of a "change of control" default or
other similar event arising from a change of control pursuant to the terms of
the Indenture or any other instrument evidencing Indebtedness of any Parent
Company.

         "Change in Law" means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender or the Issuing
Bank (or, for purposes of Section 2.14(b), by any lending office of such Lender
or by such Lender's or the Issuing Bank's holding company, if any) with any
request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.

         "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Tranche A Term
Loans, Tranche B Term Loans or Revolving Loans.

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

         "Collateral" means, collectively, all of the "Collateral" under the
Collateral Documents.

         "Collateral Documents" means the Pledge Agreements, the Security
Agreements, the Mortgages (if any), any additional pledge agreements, security
agreements or mortgages required to be delivered pursuant to the Loan Documents
(including without limitation pursuant to Section 5.09 of this

                                       7

<PAGE>
 
Agreement) and any other instruments or agreements executed pursuant to any of
the foregoing.

         "Combined Basis" has the meaning assigned to such term in Section 1.04.

         "Combined Fixed Charges" means, for any period, the sum of (i) Parent
Companies Interest Expense for such period, (ii) actual capital expenditures of
Parent Companies during such period (excluding (A) expenditures of insurance
proceeds to restore damaged fixed assets and (B) for any period or portion
thereof ending on or before December 31, 2002, Permitted Special Capital
Expenditures), (iii) the aggregate principal amount of scheduled amortization of
Combined Total Debt (other than the Revolving Loans) during such period, (iv)
the aggregate amount by which the Revolving Commitments have been reduced during
such period to the extent the Revolving Loans have been concurrently repaid in
corresponding amounts, (v) cash taxes actually paid or payable by Parent
Companies during such period, in each case on a Combined Basis and (vi) the
aggregate amount of Restricted Payments made pursuant to Section 6.06(a)(ii).

         "Combined Fixed Charge Coverage Ratio" means, as of the last day of any
fiscal quarter of Parent Companies, the ratio of (i) Annualized Quarterly
Combined Operating Cash Flow to (ii) Combined Fixed Charges for the period of
four consecutive fiscal quarters then ended (or, in the case of the first three
fiscal quarters of Parent Companies to end after the Effective Date, Combined
Fixed Charges for the period from the Effective Date to the end of the fiscal
quarter then ended, multiplied by four, and divided by the number of fiscal
quarters ended during such period).

         "Combined Interest Coverage Ratio" means, as of the last day of any
fiscal quarter of Parent Companies, the ratio of (i) Annualized Quarterly
Combined Operating Cash Flow to (ii) Parent Companies Interest Expense for the
period of four consecutive fiscal quarters then ended (or, in the case of the
first three fiscal quarters of Parent Companies ending after the Effective Date,
Parent Companies Interest Expense for the period from the Effective Date to the
end of the fiscal quarter then ended, multiplied by four, and divided by the
number of fiscal quarters ended during such period).

         "Combined Operating Cash Flow" means, at any date, the sum of:

                           (1) net income of Parent Companies for the most
                  recently ended fiscal quarter of Parent Companies for which
                  the Borrower has delivered to the Administrative Agent and the
                  Lenders the financial statements required to be delivered by
                  the Borrower pursuant to Section 5.01(a) or 5.01(b), as the
                  case may be

                                       8

<PAGE>
 
                  (exclusive of (w) the portion of net income allocable to
                  minority interests in unconsolidated Persons to the extent
                  that cash distributions have not actually been received from
                  such Persons, (x) the effect of any extraordinary or
                  non-recurring gain or loss, (y) the effect during such quarter
                  of (i) payment of franchise taxes relating to prior periods,
                  (ii) acquisition deposits forfeited during such quarter, (iii)
                  sales and use tax assessments relating to prior periods and
                  (iv) payment of insurance deductibles, and (z) subject to the
                  consent of at least two of the Agents (such consent not to be
                  unreasonably withheld), certain other non-ordinary operating
                  expenses that would not qualify as extraordinary or
                  non-recurring if construed in accordance with GAAP), plus

                           (2) to the extent deducted in determining such net
                  income, the aggregate amount of (i) Parent Companies Interest
                  Expense, (ii) income tax expense, (iii) depreciation and
                  amortization (including without limitation amortization of
                  debt issuance costs) and (iv) other non-cash charges;

         provided that, if any Permitted Acquisition has occurred during such
fiscal quarter, the calculation of Combined Operating Cash Flow shall give
effect, on a pro forma basis, to Combined Operating Cash Flow which the Borrower
has reasonably determined would have been attributable (after giving effect to
pro forma adjustments) to any assets acquired by the Borrower or its
Subsidiaries as a result of such Permitted Acquisition (any such determination,
a "Pro Forma Cash Flow Determination"); and provided further that if the
assumptions on the basis of which the Borrower has made such Pro Forma Cash Flow
Determination include anticipated cost savings for such fiscal quarter that
exceed 10% of the actual cost of operations of the entity or attributable to the
assets proposed to be acquired for the fiscal quarter of such entity or the
seller of such assets, as the case may be, most recently ended prior to the date
of such Pro Forma Cash Flow Determination, then any such Pro Forma Cash Flow
Determination shall be made only if, and only to the extent that, at least two
of the Agents shall have consented (such consent not to be unreasonably
withheld) to the assumptions (including pro forma adjustments) on the basis of
which the Borrower has made such Pro Forma Cash Flow Determination; and provided
further that, for purposes of calculating Combined Operating Cash Flow for the
first fiscal quarter of Parent Companies to end after the Effective Date, net
income of the Parent Companies for such fiscal quarter shall be deemed equal to
the net income of Parent Companies for the period from the Effective Date to the
last day of such fiscal quarter multiplied by 1.125 (the "First Quarter
Adjustment").

                                       9

<PAGE>
 
         "Combined Total Debt" means, as of any date, the aggregate amount of
all Indebtedness of Parent Companies, determined on a Combined Basis.

         "Combined Total Leverage Ratio" means, at any date, the ratio of (i)
Combined Total Debt less the aggregate amount of Asset Sale proceeds (x) then on
deposit in the Cash Collateral Account and (y) subject to the Liens created by
the Collateral Documents to (ii) Annualized Quarterly Combined Operating Cash
Flow.

         "Commitment" means a Tranche A Term Commitment, a Tranche B Term
Commitment or a Revolving Commitment, and "Commitments" means all or any
combination of them, as the context may require.

         "Communications Act" means the Communications Act of 1934, as amended
from time to time, and the regulations promulgated thereunder.

         "Company Total Interest Expense" means, for any period, the aggregate
amount of cash and non-cash interest expense of the Parent Companies, determined
on a Combined Basis for such period, (including, without limitation,
amortization of original issue discount on any Indebtedness and the interest
portion of any deferred payment obligation (calculated in accordance with the
effective interest method of accounting), all commissions, discounts and other
fees and charges owed with respect to letters of credit and bankers' acceptance
financing, the net costs associated with Hedging Agreements, and Indebtedness
that is guaranteed or secured by either Parent Company or any of its
Subsidiaries) and the interest portion of payments under Capital Lease
Obligations.

         "Consolidated Capital Expenditures" means, for any period, expenditures
for additions to property, plant and equipment and other capital expenditures of
the Borrower and its Consolidated Subsidiaries for such period (other than
Permitted Acquisitions), as the same are or would be set forth in a consolidated
statement of cash flows of the Borrower and its Consolidated Subsidiaries for
such period, including in any event the capital portion of lease payments made
in respect of Capital Lease Obligations, but excluding expenditures for the
restoration or replacement of fixed assets to the extent financed by the
proceeds of an insurance policy described in clause (i) of the definition of
"Major Casualty Proceeds."

         "Consolidated Interest Expense" means, for any period, the cash
interest expense of the Borrower and its Consolidated Subsidiaries, determined
on a consolidated basis for such period, including in any event the interest
portion of payments under Capital Lease Obligations, but excluding (i) any
amortization of debt issuance costs and (ii) to the extent included in interest
expense in

                                       10

<PAGE>
 
accordance with Financial Accounting Standards Board Statements Nos. 87 and
106, deferred payment obligations with respect to pension plans and post
retirement benefits.

         "Consolidated Senior Leverage Ratio" means, at any date, the ratio of
(i) Consolidated Total Senior Debt to (ii) Annualized Quarterly Combined
Operating Cash Flow.

         "Consolidated Subsidiary" means, with respect to any Person, at any
date, any subsidiary or other entity the accounts of which would be consolidated
with those of such Person in its consolidated financial statements if such
statements were prepared as of such date; unless otherwise specified,
"Consolidated Subsidiary" means a Consolidated Subsidiary of the Borrower.

         "Consolidated Total Senior Debt" means, as of any date, the aggregate
amount of all Indebtedness of the Borrower and its Consolidated Subsidiaries,
determined on a consolidated basis at such date.

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

         "Copyright Act" means the Copyright Act of 1976, as amended from time
to time.

         "Default" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

         "Deferred Reinvestment Deposits" means deposits of proceeds with a
"qualified intermediary," "qualified escrow account," "qualified trust" or
similar person or arrangement for purposes of facilitating a like-kind exchange
under Section 1031 (or any successor provision) of the Code and regulations
promulgated thereunder.

         "Deferred Reinvestment Swap" means an Asset Sale all of the proceeds of
which are applied to fund a Deferred Reinvestment Deposit.

         "dollars" or "$" refers to lawful money of the United States of
America.

         "Effective Date" means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 9.02).

                                       11

<PAGE>
 
         "Effective Date Collateral Documents" means the Parent Companies Pledge
Agreement and the Borrower Security Agreement, in each case as in effect on the
Effective Date.

         "Environmental Laws" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions or binding agreements
issued, promulgated or entered into by any Governmental Authority, relating in
any way to the environment, preservation or reclamation of natural resources,
the management, release or threatened release of any Hazardous Material.

         "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower or any Subsidiary directly or
indirectly resulting from or based upon (a) violation of any Environmental Law,
(b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the release or threatened release of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

         "Equity-Funded Acquisition Deposit" means an Acquisition Deposit funded
with the proceeds of an Equity Issuance that is effected for the sole purpose of
funding such Acquisition Deposit.

         "Equity Issuance" means the issuance of any equity securities by the
Borrower or any of its Subsidiaries, including without limitation any equity
securities issued pursuant to the exercise of options or warrants, other than
equity securities issued to the Borrower or any Subsidiary.

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

         "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

         "ERISA Event" means (a) any "reportable event", as defined in Section
4043 of ERISA or the regulations issued thereunder with respect to a Plan (other
than an event for which the 30-day notice period is waived); (b) the existence
with respect to any Plan of an "accumulated funding deficiency" (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not

                                       12

<PAGE>
 
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate
from the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f)
the incurrence by the Borrower or any of its ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of
any notice, or the receipt by any Multiemployer Plan from the Borrower or any
ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent
or in reorganization, within the meaning of Title IV of ERISA.

         "Eurodollar", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

         "Event of Default" has the meaning assigned to such term in Article 7.

         "Excess Cash Flow" means, for any period, the excess (if any),
determined without duplication, of:

                  the sum of (i) Borrower Consolidated EBITDA for such fiscal
         period, and (ii) cash interest income and extraordinary cash income of
         the Borrower and its Consolidated Subsidiaries for such fiscal period
         (to the extent not included in Borrower Consolidated EBITDA);

minus

                  the sum of (i) Consolidated Capital Expenditures made in cash
         in accordance with Section 6.11 during such period, (ii) cash interest
         expense (including, without limitation, cash dividends paid to Parent
         Companies in accordance with Section 6.06(a)(vi)) of the Borrower and
         its Consolidated Subsidiaries for such period (to the extent not
         included in Borrower Consolidated EBITDA), (iii) mandatory repayments
         or prepayments of long-term Indebtedness (and optional prepayments of
         long-term Indebtedness, the amounts of which cannot be reborrowed or
         redrawn under the instruments evidencing such long-term Indebtedness)
         of the Borrower and its Consolidated Subsidiaries during such period
         (adjusted to eliminate the effect of prepayments on account of Excess
         Cash Flow for a prior period), (iv) repayments during such period of
         the revolving credit

                                       13

<PAGE>
 
         loans and short-term Indebtedness of the Borrower and its Consolidated
         Subsidiaries which were not made with the proceeds of other
         Indebtedness and which repaid amounts cannot be reborrowed or redrawn
         under the instruments evidencing such loans and short-term
         Indebtedness, (v) cash payments with respect to taxes (including,
         without limitation, Restricted Payments made pursuant to Section
         6.06(a)(vii)) made during such period, (vi) Restricted Payments made
         pursuant to and in accordance with Sections 6.06(a)(ii), (iv), (v),
         (viii) and (x).

         "Excluded Amendment" has the meaning specified in the definition of
"Time Warner Put."

         "Excluded Assets" has the meaning assigned to such term in the Purchase
Agreement.

         "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, the Issuing Bank or any other recipient of any payment to be made by or
on account of any obligation of any Obligor hereunder or under any Loan
Document, (a) income or franchise taxes imposed on (or measured by) its net
income by the United States of America or any State, or by the jurisdiction
under the laws of which such recipient is organized or in which its principal
office is located or, in the case of any Lender, in which its applicable lending
office is located, (b) any branch profits taxes imposed by the United States of
America or any similar tax imposed by any other jurisdiction in which the
Borrower is located and (c) in the case of a Foreign Lender (other than an
assignee pursuant to a request by the Borrower under Section 2.18(b)), any
withholding tax that is imposed on amounts payable to such Foreign Lender at the
time such Foreign Lender becomes a party to this Agreement (or designates a new
lending office) or is attributable to such Foreign Lender's failure to comply
with Section 2.16(e), except to the extent that such Foreign Lender (or its
assignor, if any) was entitled, at the time of designation of a new lending
office (or assignment), to receive additional amounts from the Borrower with
respect to such withholding tax pursuant to Section 2.16(a).

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

         "FCC License" means any license, permit, certificate of compliance,
approval or authorization granted or issued by the FCC and owned or held by the
Borrower or any of its Subsidiaries in order to own and operate cable television
systems and provide cable television services.

                                       14

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

         "Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or controller of the Borrower.

         "First Quarter Adjustment" has the meaning specified in the definition
of "Combined Operating Cash Flow".

          "Foreign Lender" means any Lender that is organized under the laws of
a jurisdiction other than that in which the Borrower is located. For purposes of
this definition, the United States of America, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

         "Franchise" means any authorization issued by a Governmental Authority
in connection with the construction, operation or maintenance of a cable
television system, whether such authorization is designated as a franchise,
permit, license, resolution, ordinance, contract, certificate or otherwise.

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

         "Governmental Authority" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

         "Guarantee" of or by any Person (the "guarantor") means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic
effect of guaranteeing any Indebtedness or other obligation of any other Person
(the "primary obligor") in any manner, whether directly or indirectly, and
including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any security for the payment thereof, (b) to purchase or
lease property, securities

                                       15

<PAGE>
 
or services for the purpose of assuring the owner of such Indebtedness or other
obligation of the payment thereof, (c) to maintain working capital, equity
capital or any other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation or (d) as an account party in respect of any letter of credit or
letter of guarantee (other than contingent obligations in respect of surety and
performance bonds and letters of credit issued to support ordinary course
contractual obligations not constituting Indebtedness, such as Franchise or pole
attachment agreements) issued to support such Indebtedness or obligation;
provided, that the term Guarantee shall not include endorsements for collection
or deposit in the ordinary course of business.

         "Guarantor" means any of Parent Companies, Capital Corporation and each
Subsidiary Guarantor, and "Guarantors" means two or more of them, as the context
may require.

         "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

         "Hedging Agreement" means any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging arrangement.

         "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person upon which interest charges are customarily paid, (d)
all obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (e) all obligations of
such Person in respect of the deferred purchase price of property or services
(excluding current accounts payable incurred in the ordinary course of
business), (f) all Indebtedness of others secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any Lien on property owned or acquired by such Person, whether or not the
Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person
of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i)
all obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit and letters of guarantee (other than contingent
obligations in respect of surety and performance bonds and letters of credit
issued to support ordinary course contractual obligations not constituting
Indebtedness, such as Franchise or pole attachment agreements) and (j) all
obligations,

                                       16

<PAGE>
 
contingent or otherwise, of such Person in respect of bankers' acceptances. The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person's ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.

         "Indebtedness Incurrence" means any incurrence by the Borrower or any
of its Subsidiaries of any Indebtedness, other than Indebtedness permitted under
Section 6.01(a) through (h), inclusive.

         "Indemnified Taxes" means Taxes other than Excluded Taxes.

         "Indemnity Proceeds" means any amounts constituting indemnity payments
received by the Borrower or any of its Subsidiaries pursuant to indemnity
provisions contained in the Acquisition Documents.

         "Indenture" means the Indenture dated as of April 9, 1998 among Parent
Companies, Capital Corporation, RMG, as guarantor, and United States Trust
Company of New York, as Trustee, as amended from time to time in accordance with
Section 6.09.

         "Individual Subscriber" has the meaning assigned to such term in the
Purchase Agreement.

         "Interest Election Request" means a request by the Borrower to convert
or continue a Borrowing in accordance with Section 2.06.

         "Interest Payment Date" means (a) with respect to any ABR Loan, the
last day of each March, June, September and December and (b) with respect to any
Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing
of which such Loan is a part and, in the case of a Eurodollar Borrowing with an
Interest Period of more than three months' duration, each day prior to the last
day of such Interest Period that occurs at intervals of three months' duration
after the first day of such Interest Period.

         "Interest Period" means, with respect to any Eurodollar Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, three or six months
thereafter, as the Borrower may elect, provided, that (i) if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day, unless such next succeeding
Business Day would fall in the next calendar month, in which case such Interest

                                       17

<PAGE>
 
Period shall end on the next preceding Business Day, (ii) any Interest Period
pertaining to a Eurodollar Borrowing that commences on the last Business Day of
a calendar month (or on a day for which there is no numerically corresponding
day in the last calendar month of such Interest Period) shall end on the last
Business Day of the last calendar month of such Interest Period, and (iii) if
any Interest Period pertaining to a Eurodollar Term Loan includes a date on
which a scheduled payment of principal of the Term Loans included in such
Borrowing is required to be made under Section 2.09(a) but does not end on such
date, then (a) the principal amount of each Eurodollar Term Loan required to be
repaid on such date shall have an Interest Period ending on such date and (b)
the remainder (if any) of each such Eurodollar Term Loan shall have an Interest
Period determined as set forth above. For purposes of this definition, the date
of a Borrowing initially shall be the date on which such Borrowing is made and,
thereafter, shall be the effective date of the most recent conversion or
continuation of such Borrowing.

         "Issuing Bank" means Bankers Trust Company, in its capacity as the
issuer of Letters of Credit hereunder, and its successors in such capacity as
provided in Section 2.04(i). The Issuing Bank may, in its discretion, arrange
for one or more Letters of Credit to be issued by Affiliates of the Issuing
Bank, in which case the term "Issuing Bank" shall include any such Affiliate
with respect to Letters of Credit issued by such Affiliate.

         "LC Disbursement" means a payment made by the Issuing Bank pursuant to
a Letter of Credit.

         "LC Exposure" means, at any time, the sum of (a) the aggregate undrawn
amount of all outstanding Letters of Credit at such time plus (b) the aggregate
amount of all LC Disbursements that have not yet been reimbursed by or on behalf
of the Borrower at such time. The LC Exposure of any Lender at any time shall be
its Applicable Percentage (determined on the basis of the Revolving Commitments)
of the total LC Exposure at such time.

         "Lenders" means the Persons listed on Schedule 2.01 under the heading
"Lenders" and any other Person that shall have become a party hereto as a Lender
pursuant to an Assignment and Acceptance, other than any such Person that ceases
to be a party hereto as a Lender pursuant to an Assignment and Acceptance.

         "Letter of Credit" means any standby letter of credit issued pursuant
to this Agreement.

                                       18

<PAGE>
 
         "LIBO Rate" means, with respect to each Interest Period for a
Eurodollar Loan, (i) the offered quotation to first-class banks in the interbank
Eurodollar market by the Administrative Agent for dollar deposits of amounts in
same day funds comparable to the outstanding principal amount of the Eurodollar
Loans for which an interest rate is then being determined with maturities
comparable to the Interest Period to be applicable to such Eurodollar Loans,
determined as of 10:00 A.M. (New York time) on the date which is two Business
Days prior to the commencement of such Interest Period divided (and rounded
upward to the next whole multiple of 1/16 of 1%) by (ii) a percentage equal to
100% minus the then stated maximum rate of all reserve requirements (including,
without limitation, any marginal, emergency, supplemental, special or other
reserves) applicable to any member bank of the Federal Reserve System in respect
of Eurocurrency liabilities as defined in Regulation D (or any successor
category of liabilities under Regulation D).

         "Lien" means, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

         "Loan Documents" means this Agreement, the Letters of Credit, the
Parent Companies Guarantee, the Capital Corporation Guarantee, the Subsidiary
Guarantee and the Collateral Documents.

         "Loans" means Term Loans or Revolving Loans or any combination thereof,
as the context may require.

         "Major Casualty Proceeds" means (i) the aggregate insurance proceeds
received from a Person other than the Borrower or any of its Subsidiaries in
connection with one or more related events by the Borrower or any of its
Subsidiaries under any insurance policy maintained by the Borrower or any of its
Subsidiaries covering casualty losses with respect to tangible real or personal
property or improvements or (ii) any award or other compensation with respect to
any condemnation of property (or any transfer or disposition of property in lieu
of condemnation) received by the Borrower or any of its Subsidiaries, in either
case only if the amount of such aggregate proceeds or award or other
compensation exceeds $5,000,000, in each case less any taxes actually paid or to
be payable by the Borrower or any of its Subsidiaries (as estimated by a
Financial Officer, giving effect to the overall tax position of the Borrower) in
respect of receipt of such insurance proceeds or award or other compensation, as
the case may be (or,

                                       19

<PAGE>
 
in the case of the Borrower so long as it is treated as a partnership for United
States federal, state or local income tax purposes, distributions to its members
at such times and in such amounts as required to permit payment of taxes by such
members in respect of their distributive shares of income attributable to such
insurance proceeds or award or other compensation.

         "Major Systems" means (i) the portion of the Jackson, Tennessee System,
which serves the community of Jackson, Tennessee, (ii) the St. Tammany System,
which comprises one consolidated headend and serves the communities of Slidell,
Mandeville and St. Tammany, the towns of Pearl River, Abita Springs and
Madisonville and the City of Covington, Louisiana, and (iii) the Lafourche
System, which comprises two headends, one of which is a consolidated headend,
and serves the communities of Lafourche, Assumption, and St. James, Louisiana,
and "Major System" means any one of the foregoing.

         "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, operations, or financial condition of the Borrower and its
Subsidiaries taken as a whole, (b) the ability of the Borrower to perform its
obligations under the Loan Documents or (c) the ability of the Lenders or the
Agents to practically realize the rights and benefits, taken as a whole,
intended to be afforded to the Lenders or the Agents, as the case may be, under
the Loan Documents.

         "Material Indebtedness" means Indebtedness (other than the Loans and
Letters of Credit), or obligations in respect of one or more Hedging Agreements,
of any one or more of the Borrower and its Subsidiaries in an aggregate
principal amount exceeding $5,000,000. For purposes of determining Material
Indebtedness, the "principal amount" of the obligations of the Borrower or any
Subsidiary in respect of any Hedging Agreement at any time shall be the maximum
aggregate amount (giving effect to any netting agreements) that the Borrower or
such Subsidiary would be required to pay if such Hedging Agreement were
terminated at such time.

         "Maturity Date" means (i) with respect to the Revolving Loans and the
Tranche A Term Loans, March 31, 2006 and (ii) with respect to the Tranche B Term
Loans, September 30, 2006.

         "Moody's" means Moody's Investors Service, Inc., or any successor to
such corporation's business of rating loans and debt securities.

         "Mortgage" means each mortgage, deed of trust or deed to secure debt
(in each case in form and substance reasonably satisfactory to the
Administrative Agent), between each Obligor party thereto, as mortgagor or
trustor, and the

                                       20

<PAGE>
 
Administrative Agent, as mortgagee or beneficiary, entered into after the
Effective Date, upon the occurrence and continuation of a Default, at the
request of the Required Lenders pursuant to Section 5.09(c), and "Mortgages"
means all of the foregoing.

         "Multiemployer Plan" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

         "Net Cash Proceeds" means, with respect to any Indebtedness Incurrence,
Equity Issuance or Asset Sale, an amount equal to the cash proceeds received by
the Borrower or any of its Subsidiaries therefrom or in respect thereof
(including any cash proceeds received as income or other proceeds of any noncash
proceeds of any Asset Sale, but not including the amount of Indebtedness (if
any) assumed by the purchaser in any Asset Sale), less (x) any expenses
reasonably incurred by such Person in respect thereof and (y) solely with
respect to any Asset Sale, (i) the amount of any Indebtedness required to be
discharged in connection with or as a result of such Asset Sale, (ii) the amount
of any indemnification reserve funds established in connection with such Asset
Sale, but only until such time as such reserve funds are released if not paid
over to the purchaser or its designee in such Asset Sale and (iii) any taxes
actually paid or to be payable by such Person, giving effect to the overall tax
position of the Borrower (or, in the case of the Borrower so long as it is
treated as a partnership for United States federal, state or local income tax
purposes, distributions to its members at such times and in such amounts as
required to permit payment of taxes by such members in respect of their
distributive shares of income attributable to such Asset Sale).

         "Net Investment Amount" has the meaning specified in Section 6.04(i).

         "Obligor" means each of the Borrower, Parent Companies, Capital
Corporation and the Subsidiary Guarantors.

         "Other Taxes" means any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or from the execution, delivery or enforcement
of, or otherwise with respect to, the Loan Documents.

         "Parent Companies" means Renaissance Media (Louisiana) LLC, a Delaware
limited liability company, and Renaissance Media (Tennessee) LLC, a Delaware
limited liability company, collectively, and "Parent Company" means either of
them, including, in each case, their respective successors. Unless the context
otherwise requires, whenever an amount is to be determined hereunder with
respect to Parent Companies, such amount shall be determined on a Combined
Basis.

                                       21

<PAGE>
 
         "Parent Companies Guarantee" means the guarantee agreement
substantially in the form of Exhibit D-1 by Parent Companies for the benefit of
the Administrative Agent, as amended from time to time.

         "Parent Companies Interest Expense" means, for any period, the cash
interest expense of Parent Companies for such period, including in any event the
interest portion of payments under Capital Lease Obligations, but excluding (i)
any amortization of debt issuance costs and (ii) to the extent included in
interest expense in accordance with Financial Accounting Standards Board
Statements Nos. 87 and 106, deferred payment obligations with respect to pension
plans and post retirement benefits.

         "Parent Companies Pledge Agreement" means the pledge agreement
substantially in the form of Exhibit G among Parent Companies and the
Administrative Agent entered into as of the Effective Date, as amended from time
to time.

         "Parent Companies Subsidiary" means any direct or indirect wholly owned
subsidiary of either Parent Company.

         "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions.

         "Permitted Acquisition" means any acquisition (other than the
Acquisition), whether in a single transaction or series of related transactions,
by the Borrower or any one or more Subsidiaries, or any combination thereof, of
(i) all or a substantial part of the assets, or a going concern business or
division, of any Person, whether through purchase of assets or securities, by
merger or otherwise, (ii) control of securities of an existing corporation or
other Person having ordinary voting power (apart from rights accruing under
special circumstances) to elect a majority of the board of directors of such
corporation or other Person or (iii) control of a greater than 50% ownership
interest in any existing partnership, joint venture or other Person, provided
that:

                  (v) both before and immediately after giving effect to such
         acquisition, no Default shall have occurred and be continuing;

                  (w) the Person whose assets, securities or equity interests
         are being acquired is engaged in the cable television business or a
         business related, ancillary or complementary thereto;

                  (x) the Borrower shall be in compliance with Sections 6.12,
         6.13, 6.14 and 6.15 after the Adjusted Consolidated Senior Leverage
         Ratio,

                                       22

<PAGE>
 
         Combined Total Leverage Ratio, Combined Interest Coverage Ratio,
         Combined Fixed Charge Coverage Ratio and Combined Operating Cash Flow
         (after giving effect to any Pro Forma Cash Flow Determination) are each
         adjusted with respect to such acquisition on the date of consummation
         or proposed consummation thereof (the "Transaction Date") as follows:
         in calculating Combined Operating Cash Flow and Parent Companies
         Interest Expense, (1) the incurrence of any Indebtedness in connection
         with such acquisition and the application of the proceeds therefrom
         shall be assumed to have occurred on the first day of the period of
         four consecutive fiscal quarters (or other period) for which such
         amounts are required to be determined in accordance with the
         definitions of Adjusted Consolidated Senior Leverage Ratio, Combined
         Total Leverage Ratio, Combined Interest Coverage Ratio and Combined
         Fixed Charge Coverage Ratio (the "Reference Period"), (2) pro forma
         effect shall be given to any acquisition (including adjustments to
         operating results required to be made in accordance with GAAP) which
         occurs during the Reference Period or subsequent to the Reference
         Period and prior to the Transaction Date as if such acquisition had
         occurred on the first day of the Reference Period, (3) the incurrence
         of any Indebtedness during the Reference Period or subsequent to the
         Reference Period and prior to the Transaction Date and the application
         of the proceeds therefrom shall be assumed to have occurred on the
         first day of such Reference Period and (4) Parent Companies Interest
         Expense attributable to any Indebtedness (whether existing or being
         incurred) bearing a floating interest rate shall be computed on a pro
         forma basis as if the rate in effect on the date of computation had
         been the applicable rate for the entire period, unless the obligor with
         respect to such Indebtedness is a party to an interest rate swap or cap
         or similar agreement (which shall remain in effect for the twelve month
         period after the Transaction Date) which has the effect of fixing the
         interest rate on the date of computation, in which case such rate
         (whether higher or lower) shall be used;

                  (y) at least 15 days prior to the closing date for any such
         acquisition (or, in the case of any acquisition that occurs within 15
         days after the Effective Date, within such time as the Borrower and the
         Syndication Agent agree), the Borrower shall have delivered to each of
         the Lenders (1) a compliance certificate certifying the Borrower's
         compliance with the covenants of this Agreement, including, without
         limitation, Sections 6.12, 6.13 (if applicable at such time), 6.14 and
         6.15, after giving effect on a pro forma basis to such acquisition as
         required in clause (x) above and (2) a report of the chief financial
         officer or chief accounting officer of the Borrower, in a form and
         providing sufficient detail and justification for the information
         provided therein, including assumptions,

                                       23

<PAGE>
 
         establishing (A) the basis for such certification and (B) that after
         giving effect to such acquisition and the financing therefor, the
         Borrower shall be in compliance on a pro forma basis until the end of
         the twelve-month period immediately following the last day of the month
         in which such acquisition is proposed to be consummated with the
         covenants contained in Sections 6.12, 6.13 (if applicable at such
         time), 6.14 and 6.15; provided that if the assumptions referred to in
         subclause (2) above include anticipated cost savings (calculated for
         the twelve-month period following the last day of the month in which
         such acquisition is proposed to be consummated) that exceed 10% of the
         actual cost of operations of the entity or attributable to the assets
         proposed to be acquired for the period of four consecutive fiscal
         quarters of such entity or the seller of such assets, as the case may
         be, most recently ended prior to the date of such report, then such
         report of the chief financial officer or chief accounting officer
         (including the assumptions referred to in clause (2) above) shall
         require the approval of at least two of the Agents, after completion of
         reasonable due diligence (such approval not to be unreasonably
         withheld).

                  (z) at the time such acquisition is consummated, (i) any
         property acquired by the Borrower or its Subsidiaries in connection
         therewith shall be made subject to the Liens of the Collateral
         Documents in accordance with Section 6.11 and (ii) any new wholly owned
         Subsidiary of the Borrower acquired or created in connection therewith
         or resulting therefrom shall become a Subsidiary Guarantor hereunder in
         accordance with Section 5.09.

         "Permitted Asset Swap" means a swap of cable systems or cable system
assets by the Borrower or any of its Subsidiaries with any Person other than the
Borrower and its Subsidiaries to the extent such swap involves a like-kind
exchange and (subject to the last proviso of this definition) no other
consideration; provided that:

                  (v) the disposition of the systems or assets of the Borrower
         or its Subsidiary which are the subject of such swap and the receipt by
         the Borrower or such Subsidiary of the like-kind consideration therefor
         shall occur substantially simultaneously;

                  (w) the Borrower shall be in compliance with Sections 6.12,
         6.13, 6.14 and 6.15 after the Adjusted Consolidated Senior Leverage
         Ratio, Combined Total Leverage Ratio, Combined Interest Coverage Ratio,
         Combined Fixed Charge Coverage Ratio and Combined Operating Cash Flow
         (after giving effect to any Pro Forma Cash Flow Determination) are each
         adjusted with respect to such swap on the date of consummation or

                                       24

<PAGE>
 
         proposed consummation thereof (the "Swap Transaction Date") as follows:
         in calculating Combined Operating Cash Flow and Parent Companies
         Interest Expense, (1) the incurrence of any Indebtedness in connection
         with such swap and the application of the proceeds therefrom shall be
         assumed to have occurred on the first day of the period of four
         consecutive fiscal quarters (or other period) for which such amounts
         are required to be determined in accordance with the definitions of
         Adjusted Consolidated Senior Leverage Ratio, Combined Total Leverage
         Ratio, Combined Interest Coverage Ratio and Combined Fixed Charge
         Coverage Ratio (the "Swap Reference Period"), (2) pro forma effect
         shall be given to any swap (including adjustments to operating results
         required to be made in accordance with GAAP) which occurs during the
         Swap Reference Period or subsequent to the Swap Reference Period and
         prior to the Swap Transaction Date as if such acquisition had occurred
         on the first day of the Swap Reference Period, (3) the incurrence of
         any Indebtedness during the Swap Reference Period or subsequent to the
         Reference Period and prior to the Swap Transaction Date and the
         application of the proceeds therefrom shall be assumed to have occurred
         on the first day of such Swap Reference Period and (4) Parent Companies
         Interest Expense attributable to any Indebtedness (whether existing or
         being incurred) bearing a floating interest rate shall be computed on a
         pro forma basis as if the rate in effect on the date of computation had
         been the applicable rate for the entire period, unless the obligor with
         respect to such Indebtedness is a party to an interest rate swap or cap
         or similar agreement (which shall remain in effect for the twelve month
         period after the Swap Transaction Date) which has the effect of fixing
         the interest rate on the date of computation, in which case such rate
         (whether higher or lower) shall be used;

                  (x) at least 15 days prior to the closing date for any such
         swap (or, in the case of any swap that occurs within 15 days after the
         Effective Date, within such time as the Borrower and the Syndication
         Agent agree), the Borrower shall have delivered to each of the Lenders
         (1) a compliance certificate certifying the Borrower's compliance with
         the covenants of this Agreement, including, without limitation,
         Sections 6.12, 6.13 (if applicable at such time), 6.14 and 6.15, after
         giving effect on a pro forma basis to such swap as required in clause
         (w) above and (2) a report of the chief financial officer or chief
         accounting officer of the Borrower, in a form and providing sufficient
         detail and justification for the information provided therein,
         including assumptions, establishing (A) the basis for such
         certification and (B) that after giving effect to such swap and the
         financing therefor, the Borrower shall be in compliance on a pro forma
         basis until the end of the twelve-month period immediately following
         the last day of the month in which such swap is proposed to be
         consummated

                                       25

<PAGE>
 
         with the covenants contained in Sections 6.12, 6.13 (if applicable at
         such time), 6.14 and 6.15; provided that if the assumptions referred to
         in subclause (2) above include anticipated cost savings (calculated for
         the twelve-month period following the last day of the month in which
         such swap is proposed to be consummated) that exceed 10% of the actual
         cost of operations of the entity or attributable to the assets proposed
         to be acquired for the period of four consecutive fiscal quarters of
         such entity or the seller of such assets, as the case may be, most
         recently ended prior to date of such report, then such report of the
         chief financial officer or chief accounting officer (including the
         assumptions referred to in clause (2) above) shall require the approval
         of at least two of the Agents, after completion of reasonable due
         diligence (such approval not to be unreasonably withheld);

                  (y) at the time such swap is consummated, (i) any property
         acquired by the Borrower or its Subsidiaries in connection therewith
         shall be made subject to the Liens of the Collateral Documents in
         accordance with Section 6.11 and (ii) any new wholly owned Subsidiary
         of the Borrower acquired or created in connection therewith or
         resulting therefrom shall become a Subsidiary Guarantor hereunder in
         accordance with Section 5.09; and

                  (z) any proposed swap that would result in the disposition of
         all or substantially all of the assets comprising any Major System, in
         any transaction or related series of transactions, shall not be a
         "Permitted Asset Swap" unless the Required Lenders have so agreed in
         writing; and

         provided further that if a swap of cable systems or cable system assets
is not entirely like-kind but involves the receipt or payment of other
consideration, it shall to the extent that receipt or payment of other
consideration is involved, but only to such extent, be deemed not a Permitted
Asset Swap and shall be subject to any other applicable provisions of this
Agreement.

         "Permitted Encumbrances" means:

          (a) Liens imposed by law for taxes that are not yet due or are being
contested in compliance with Section 5.04;

          (b) carriers', warehousemen's, mechanics', materialmen's, landlord's,
repairmen's and other like Liens imposed by law, arising in the ordinary course
of business or with respect to obligations that are being contested in
compliance with Section 5.04;

                                       26

<PAGE>
 
          (c) pledges and deposits made in the ordinary course of business in
compliance with workers' compensation, unemployment insurance and other social
security laws or regulations;

          (d) deposits to secure the performance of bids, trade contracts,
leases, statutory obligations, surety and appeal bonds, performance bonds and
other obligations of a like nature, in each case in the ordinary course of
business;

          (e) easements, zoning restrictions, rights-of-way and similar
encumbrances on real property imposed by law or arising in the ordinary course
of business that do not secure any monetary obligations and do not materially
detract from the value of the affected property or interfere with the ordinary
conduct of business of the Borrower or any Subsidiary;

          (f) Liens created by the Collateral Documents;

          (g) Liens resulting from Acquisition Deposits;

          (h) Liens resulting from restrictions on transferability imposed (i)
under the terms of any Franchise, FCC License, pole attachment agreement or
other similar agreement entered into by the Borrower or any Subsidiary in the
ordinary course of business or (ii) as a result of the Borrower and its
Subsidiaries being subject to the Communications Act or similar state or local
laws and regulations;

          (i) tower leases or subleases granted to others that do not materially
interfere with the ordinary course of business of the Borrower and its
Subsidiaries, taken as a whole; and

          (j) any interest or title of a lessor in property leased by the
Borrower or any of its Subsidiaries under any capital lease or operating lease
permitted hereunder;

         provided that the term "Permitted Encumbrances" (x) shall not include
any Lien securing Indebtedness (other than the Loans and reimbursement
obligations in respect of LC Disbursements) and (y) when used with respect to
any Collateral subject to a Mortgage, shall mean the "Permitted Encumbrances" as
defined in such Mortgage only.

         "Permitted Holders" means any of Morgan Stanley Capital Partners III,
L.P., Morgan Stanley Capital Investors, L.P. and MSCPIII 892 Investors, L.P. and
their respective Affiliates.

         "Permitted Investments" means:

                                       27

<PAGE>
 
                           (a) direct obligations of, or obligations the
                  principal of and interest on which are unconditionally
                  guaranteed by, the United States of America (or by any agency
                  thereof to the extent such obligations are backed by the full
                  faith and credit of the United States of America), in each
                  case maturing within one year from the date of acquisition
                  thereof;

                           (b) investments in commercial paper maturing within
                  270 days from the date of acquisition thereof and having, at
                  such date of acquisition, the highest credit rating obtainable
                  from Standards & Poor's Rating Group or from Moody's Investor
                  Service Inc.;

                           (c) investments in certificates of deposit, banker's
                  acceptances and time deposits maturing within 180 days from
                  the date of acquisition thereof issued or guaranteed by or
                  placed with, and money market deposit accounts issued or
                  offered by, any domestic office of any commercial bank
                  organized under the laws of the United States of America or
                  any State thereof which has a combined capital and surplus and
                  undivided profits of not less than $500,000,000;

                           (d) fully collateralized repurchase agreements with a
                  term of not more than 30 days for securities described in
                  clause (a) above and entered into with a financial institution
                  satisfying the criteria described in clause (c) above; and

                           (e) investments in money market funds comprised
                  principally of assets described in clauses (a) through (c)
                  above.

         "Permitted Special Capital Expenditures" means, for any period ending
on or before December 31, 2002, special capital expenditures of the Borrower and
its Consolidated Subsidiaries related to the high speed data and digital
services businesses and systems rebuilds and upgrades, to the extent such
special capital expenditures do not exceed (i) $17,500,000 in any calendar year
ending on or prior to December 31, 2002, and (ii) $45,000,000 in the aggregate
from the Effective Date through December 31, 2002.

         "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

         "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or

                                       28

<PAGE>
 
Section 412 of the Code or Section 302 of ERISA, and in respect of which the
Borrower or any ERISA Affiliate is (or, if such plan were terminated, would
under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section
3(5) of ERISA.

         "Plan Reversion Proceeds" means the aggregate amount of payments
received by the Borrower or any of its Subsidiaries from the termination of a
Plan.

         "Pledge Agreement" means the Parent Companies Pledge Agreement, the
Borrower Pledge Agreement or the Subsidiary Pledge Agreement, and "Pledge
Agreements" means all of the foregoing.

         "Prime Rate" means the rate of interest per annum publicly announced
from time to time by Bankers Trust Company as its prime rate in effect at its
principal office in New York City; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

         "Pro Forma Cash Flow Determination" has the meaning specified in the
definition of "Combined Operating Cash Flow".

         "Purchase Agreement" means the Asset Purchase Agreement dated as of
November 14, 1997 between RMH and Seller, as amended to date and from time to
time in accordance with Section 6.09, and as may be assigned to the Borrower
prior to the closing thereunder.

         "Reduction Percentage" means (i) in the case of an Equity Issuance,
50%, and (ii) in all other cases, 100%.

         "Register" has the meaning assigned to such term in Section 9.04.

         "Related Entity" means, at any date, any Subsidiary (other than a
wholly owned Subsidiary) or other corporation or entity in which the Borrower or
any Subsidiary owns capital stock or other equity interests.

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

         "Renaissance Companies" means RMG and any successor thereto, together
with its direct and indirect Subsidiaries (including, without limitation, the
Parent Companies, Capital Corporation and the Borrower).

                                       29

<PAGE>
 
         "Required Lenders" means, at any time, Lenders having in the aggregate
at least 51% of the sum of (i) Revolving Credit Exposures and unused Revolving
Commitments at such time and (ii) the aggregate principal amount of the Term
Loans outstanding at such time (or, if no Term Loans are outstanding at such
time, the aggregate Term Commitments at such time).

         "Restricted Payment" means any dividend or other distribution (whether
in cash, securities or other property) with respect to any class of equity
securities of the Borrower or any Subsidiary, or any payment (whether in cash,
securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any such equity securities of the Borrower or any option, warrant
or other right to acquire any such equity securities of the Borrower.

         "Revolving Commitment" means, with respect to each Lender, the
commitment of such Lender to make Revolving Loans and to acquire participations
in Letters of Credit hereunder, expressed as an amount representing the maximum
aggregate amount of such Lender's Revolving Credit Exposure hereunder, as such
commitment may be (x) reduced from time to time pursuant to Sections 2.07(c),
2.09(a)(ii) and 2.09(b) and (y) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 9.04. The initial amount
of each Lender's Revolving Commitment is set forth on Schedule 2.01 under the
heading "Revolving Commitment", or in the Assignment and Acceptance pursuant to
which such Lender shall have assumed its Revolving Commitment, as applicable.
The initial aggregate amount of the Lenders' Revolving Commitments is
$40,000,000.

         "Revolving Credit Availability Period" means the period from and
including the Effective Date to but excluding the earlier of (i) the Maturity
Date for Revolving Loans and (ii) the date of termination of the Revolving
Commitments.

         "Revolving Credit Exposure" means, with respect to any Lender at any
time, the sum of the outstanding principal amount of such Lender's Revolving
Loans and its LC Exposure at such time.

         "Revolving Loan" means a loan made pursuant to Section 2.01(c).

         "RMG" means Renaissance Media Group LLC, a Delaware limited liability
company.

         "RMH" means Renaissance Media Holdings LLC, a Delaware limited
liability company.

                                       30

<PAGE>
 
         "Security Agreement" means the Borrower Security Agreement or the
Subsidiary Security Agreement, and "Security Agreements" means both of them.

         "Seller" means TWI Cable Inc., a Delaware corporation.

         "Senior Discount Notes" means the 10% Senior Discount Notes Due 2008
issued by Parent Companies and Capital Corporation pursuant to the Indenture.

         "Social Contract" means the rights and obligations with respect to the
Systems under the Social Contract, as approved by the FCC on November 30, 1995
and effective as of January 1, 1996, among the FCC, the Seller, Time Warner
Entertainment Company, L.P., Time Warner Entertainment -Advance/ Newhouse
Partnership, and subsidiaries, divisions and affiliates thereof, which rights
and obligations are to be assumed by the Borrower in connection with the
consummation of the Acquisition, with the concurrence of the FCC by an Order of
the FCC adopted March 16, 1998 and released March 19, 1998.

         "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., or any successor to its business of rating loans
and debt securities.

         "Statutory Reserve Rate" means a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the Administrative Agent is subject for
eurodollar funding (currently referred to as "Eurodollar Liabilities" in
Regulation D of the Board). Such reserve percentages shall include those imposed
pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute
eurodollar funding and to be subject to such reserve requirements without
benefit of or credit for proration, exemptions or offsets that may be available
from time to time to any Lender under such Regulation D or any comparable
regulation. The Statutory Reserve Rate shall be adjusted automatically on and as
of the effective date of any change in any reserve percentage.

         "Subscriber Equivalent" has the meaning assigned to such term in the
Purchase Agreement.

         "Subscriber Total" means, at any date, the sum of (i) all Individual
Subscribers on such date and (ii) all Subscriber Equivalents on such date.

                                       31

<PAGE>
 
         "subsidiary" means, with respect to any Person (the "parent") at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the
case of a partnership, more than 50% of the general partnership interests are,
as of such date, owned, controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent.

         "Subsidiary" means, with respect to any Person, any subsidiary of such
Person; unless otherwise specified, "Subsidiary" means a subsidiary of the
Borrower.

         "Subsidiary Guarantee" means the guarantee agreement substantially in
the form of Exhibit D-2 by each Subsidiary Guarantor for the benefit of the
Administrative Agent, as amended from time to time.

         "Subsidiary Guarantor" means each Parent Companies Subsidiary which
becomes a party to the Subsidiary Guarantee pursuant to Section 5.09, and
"Subsidiary Guarantors" means all of them.

         "Subsidiary Pledge Agreement" means the pledge agreement substantially
in the form of Exhibit E among each Subsidiary Guarantor and the Administrative
Agent, as amended from time to time.

         "Subsidiary Security Agreement" means the security agreement
substantially in the form of Exhibit F hereto among each Subsidiary Guarantor
and the Administrative Agent, as amended from time to time.

         "Systems" means cable television systems in and around Jackson, Selmer,
Camden, Alamo and Newbern, Tennessee; Picayune, Mississippi; and St. Tammany,
Lafourche, St. Landry and Pointe Coupee, Louisiana; and "System" means any one
of the foregoing cable television systems.

         "Targets" means all of the assets (other than the Excluded Assets)
comprising the Systems.

         "Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

                                       32

<PAGE>
 
         "Term Commitments" means Tranche A Term Commitments or Tranche B Term
Commitments, or any combination thereof, as the context may require.

         "Term Loans" means Tranche A Term Loans or Tranche B Term Loans, or any
combination thereof, as the context may require.

         "Time Warner Put" means the Seller's right, pursuant to and in
accordance with the procedures set forth in Section 9.05 of the Amended and
Restated Limited Liability Company Agreement of RMH, dated as of April 9, 1998
(as in effect on the Effective Date and, except for any Excluded Amendment (as
hereafter defined), as amended from time to time) to cause RMH to purchase all
of the Seller's limited liability company interests of RMH if at any time the
Seller's direct or indirect ownership of a limited liability company interest in
RMH violates a material legal or regulatory requirement applicable to the
Seller. For purposes hereof, an "Excluded Amendment" means any amendment or
modification of the Amended and Restated Limited Liability Company Agreement of
RMH that, without the prior written consent of the Required Lenders, (i) results
in an increase in the purchase price, (ii) reduces or eliminates the required
notice period, or (iii) otherwise expands the rights of the Seller in any manner
that adversely affects the Lenders, in each case in respect of an exercise of
the Time Warner Put.

         "Tranche A Term Commitment" means, with respect to each Lender, the
commitment of such Lender to make Tranche A Term Loans hereunder, expressed as
an amount representing the maximum aggregate amount of such Lender's Tranche A
Term Loans hereunder, as such commitment may be (x) reduced from time to time
pursuant to Sections 2.07(c) and (y) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 9.04. The
initial amount of each Lender's Tranche A Term Commitment is set forth on
Schedule 2.01 under the heading "Tranche A Term Commitment", or in the
Assignment and Acceptance pursuant to which such Lender shall have assumed its
Tranche A Term Commitment, as applicable. The initial aggregate amount of the
Lenders' Tranche A Term Commitments is $60,000,000.

         "Tranche B Term Commitment" means, with respect to each Lender, the
commitment of such Lender to make Tranche B Term Loans hereunder, expressed as
an amount representing the maximum aggregate amount of such Lender's Tranche B
Term Loans hereunder, as such commitment may be (x) reduced from time to time
pursuant to Section 2.07(c) and (y) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 9.04. The
initial amount of each Lender's Tranche B Term Commitment is set forth on
Schedule 2.01 under the heading "Tranche B Term Commitment", or in the

                                       33

<PAGE>
 
Assignment and Acceptance pursuant to which such Lender shall have assumed its
Tranche B Term Commitment, as applicable. The initial aggregate amount of the
Lenders' Tranche B Term Commitments is $50,000,000.

         "Tranche A Term Loan" means a loan made pursuant to Section 2.01(a).

         "Tranche B Term Loan" means a loan made pursuant to Section 2.01(b).

         "Transactions" means the execution, delivery and performance by the
Borrower of the Loan Documents, the borrowing of Loans, the use of the proceeds
thereof and the issuance of Letters of Credit hereunder.

         "Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate
Base Rate.

         "U.S. Dollars" means the lawful currency of the United States of
America.

         "Withdrawal Liability" means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

         SECTION 1.02. Classification of Loans and Borrowings. For purposes of
this Agreement, Loans may be classified and referred to by Class (e.g., a
"Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type
(e.g., a "Eurodollar Revolving Loan"). Borrowings also may be classified and
referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a
"Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving
Borrowing").

         SECTION 1.03. Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and

                                       34

<PAGE>
 
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

         SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time (subject to
Section 6.10); provided that, if the Borrower notifies the Agents that the
Borrower requests an amendment to any provision hereof to eliminate the effect
of any change occurring after the date hereof in GAAP or in the application
thereof on the operation of such provision (or if the Administrative Agent
notifies the Borrower and the other Agents that the Required Lenders request an
amendment to any provision hereof for such purpose), regardless of whether any
such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be interpreted on the basis of GAAP as in
effect and applied immediately before such change shall have become effective
until such notice shall have been withdrawn or such provision amended in
accordance herewith. The term "Combined Basis", when used with respect to the
determination of any amount, means that such amount is to be determined by
combining (i) the relevant amount determined with respect to Renaissance Media
(Louisiana) LLC and its consolidated subsidiaries on a consolidated basis and
(ii) the relevant amount determined with respect to Renaissance Media
(Tennessee) LLC and its consolidated subsidiaries on a consolidated basis, all
in accordance with GAAP. Unless the context otherwise requires, whenever an
amount herein is expressly to be determined with respect to Parent Companies,
such amount shall be determined on a Combined Basis.



                                   ARTICLE 2

                                  THE CREDITS

         SECTION 2.01.  Commitments.  (a) Tranche A Term Loans.  Subject to the
terms and conditions set forth herein, each Lender agrees to make a loan to the
Borrower on the Effective Date in an aggregate principal amount that will not
result in such Lender's Tranche A Term Loans exceeding such Lender's Tranche

                                       35

<PAGE>
 
A Term Commitment. Loans made pursuant to this paragraph are not revolving in
nature and amounts of such Loans repaid or prepaid may not be reborrowed.

          (b) Tranche B Term Loans. Subject to the terms and conditions set
forth herein, each Lender agrees to make a loan to the Borrower on the Effective
Date in a principal amount that will not result in such Lender's Tranche B Term
Loans exceeding such Lender's Tranche B Term Commitment. Loans made pursuant to
this subsection are not revolving in nature and amounts of such loans repaid or
prepaid may not be reborrowed.

          (c) Revolving Loans. Subject to the terms and conditions set forth
herein, each Lender agrees to make loans to the Borrower from time to time
during the Revolving Credit Availability Period in an aggregate principal amount
that will not result in such Lender's Revolving Credit Exposure exceeding such
Lender's Revolving Commitment. Within the foregoing limits and subject to the
terms and conditions set forth herein, the Borrower may borrow, prepay and
reborrow Revolving Loans.

         SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be made as part
of a Borrowing consisting of Loans of the relevant Class made by the Lenders
ratably in accordance with their respective Commitments of such Class. The
failure of any Lender to make any Loan required to be made by it shall not
relieve any other Lender of its obligations hereunder; provided that the
Commitments of the Lenders are several and no Lender shall be responsible for
any other Lender's failure to make Loans as required.

          (b) Subject to Section 2.13, each Borrowing shall be comprised
entirely of ABR Loans or Eurodollar Loans as the Borrower may request in
accordance herewith. Each Lender at its option may (subject to Section 2.18)
make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate
of such Lender to make such Loan; provided that any exercise of such option
shall not affect the obligation of the Borrower to repay such Loan in accordance
with the terms of this Agreement.

          (c) At the commencement of each Interest Period for any Eurodollar
Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $1,000,000 and not less than $2,000,000. At the time that each ABR
Borrowing is made, such Borrowing shall be in an aggregate amount that is an
integral multiple of $500,000 and not less than $1,000,000; provided that an ABR
Revolving Borrowing may be in an aggregate amount that is equal to the entire
unused balance of the total Revolving Commitments or that is required to finance
the reimbursement of an LC Disbursement as contemplated by Section 2.04(e).
Borrowings of more than one Type and Class may be outstanding at the same

                                       36

<PAGE>
 
time; provided that there shall not at any time be more than a total of twelve
Eurodollar Borrowings outstanding.

         (d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request, or to elect to convert or continue,
any Borrowing of any Class if the Interest Period requested with respect thereto
would end after the Maturity Date for the relevant Class.

         SECTION 2.03. Requests for Borrowings. To request a Borrowing, the
Borrower shall notify the Administrative Agent of such request by telephone (a)
in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City
time, three Business Days before the date of the proposed Borrowing or (b) in
the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one
Business Day before the date of the proposed Borrowing; provided that any such
notice of an ABR Revolving Borrowing to finance the reimbursement of an LC
Disbursement as contemplated by Section 2.04(e) may be given not later than
10:30 a.m., New York City time, on the date of the proposed Borrowing. Each such
telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request in a form approved by the Administrative Agent and signed by
the Borrower. Each such telephonic and written Borrowing Request shall specify
the following information in compliance with Section 2.02:

          (i)   the aggregate amount of the requested Borrowing;

         (ii)   the date of such Borrowing, which shall be a Business Day;

        (iii)   whether such Borrowing is to be a Tranche A Term Borrowing, a
                Tranche B Term Borrowing or a Revolving Borrowing;

         (iv)   whether such Borrowing is to be an ABR Borrowing or a Eurodollar
                Borrowing;

          (v)   in the case of a Eurodollar Borrowing, the initial Interest
                Period to be applicable thereto, which shall be a period
                contemplated by the definition of the term "Interest Period";
                and

         (vi)   the location and number of the account or accounts to which
                funds are to be disbursed, which shall comply with the
                requirements of Section 2.05.

         If no election as to the Type of Borrowing is specified, then the
requested Borrowing shall be an ABR Borrowing. If no Interest Period is
specified with

                                       37

<PAGE>
 
respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed
to have selected an Interest Period of one month's duration. Promptly following
receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender with a Commitment of the relevant
Class of the details thereof and of the amount of such Lender's Loan to be made
as part of the requested Borrowing.

         SECTION 2.04. Letters of Credit. (a) Subject to the terms and
conditions set forth herein, the Borrower may request the issuance of Letters of
Credit (payable on a sight (not a delayed) basis and denominated in U.S.
Dollars) for its own account, in a form reasonably acceptable to the
Administrative Agent and the Issuing Bank, at any time and from time to time
prior to the date that is 30 days before the last day of the Revolving Credit
Availability Period. In the event of any inconsistency between the terms and
conditions of this Agreement and the terms and conditions of any form of letter
of credit application or other agreement submitted by the Borrower to, or
entered into by the Borrower with, the Issuing Bank relating to any Letter of
Credit, the terms and conditions of this Agreement shall control.

         (b) Request to Issue, Amend, Extend; Certain Conditions. To request
the issuance of a Letter of Credit, the Borrower shall hand deliver or telecopy
(or transmit by electronic communication, if arrangements for doing so have been
approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent
(reasonably in advance of the proposed issuance date) a Request to Issue in the
form of Exhibit N, which will be accompanied by such other documentation that
the Issuing Bank may reasonably require. The making of each Request to Issue a
Letter of Credit shall be deemed to be a representation and warranty by the
Borrower that such issuance shall not violate the requirements of this Agreement
applicable to Letters of Credit and that after giving effect to such issuance
(i) the LC Exposure shall not exceed $4,000,000 and (ii) the total Revolving
Credit Exposures shall not exceed the total Revolving Commitments. To request
the amendment or extension of a Letter of Credit, the Borrower shall hand
deliver or telecopy (or transmit by electronic communications, if arrangements
for doing so have been approved by the Issuing Bank) to the Issuing Bank and the
Administrative Agent (reasonably in advance of the proposed amendment or
extension date) a notice, in a form acceptable to the Issuing Bank, identifying
the affected Letter of Credit and setting forth appropriate details of the
requested amendment and/or extension. The making of each request to amend or
extend a Letter of Credit shall be deemed to be a representation and warranty by
the Borrower that such amendment or extension shall not violate the requirements
of this Agreement applicable to Letters of Credit.

                                       38

<PAGE>
 
          (c) Expiration Date. Each Letter of Credit shall expire at or prior to
the close of business on the earlier of (i) the date one year after the date of
the issuance of such Letter of Credit (or, in the case of each successive
extension thereof, a date up to one year after the date of such extension) and
(ii) the date that is thirty Business Days prior to the Maturity Date for
Revolving Loans.

          (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the Issuing Bank or the Lenders, the Issuing Bank
hereby grants to each Lender, and each Lender hereby acquires from the Issuing
Bank, a participation in such Letter of Credit equal to such Lender's Applicable
Percentage (if any) of the aggregate amount available to be drawn under such
Letter of Credit. In consideration and in furtherance of the foregoing, each
Lender hereby absolutely and unconditionally agrees to pay to the Administrative
Agent, for the account of the Issuing Bank, such Lender's Applicable Percentage
(if any) of each LC Disbursement made by the Issuing Bank and not reimbursed by
the Borrower on the date due as provided in paragraph (e) of this Section, or of
any reimbursement payment required to be refunded to the Borrower for any
reason. Upon the issuance of or amendment to any Letter of Credit, the Issuing
Bank shall promptly notify each Lender of such issuance or amendment, and such
notice shall be accompanied by a copy of the issued Letter of Credit or
amendment, as the case may be; provided that the failure of the Issuing Bank to
so notify the Lenders shall not affect the obligations of the Borrower or the
Lenders hereunder. Each Lender acknowledges and agrees that its obligation to
acquire participations pursuant to this paragraph in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or
termination of the Revolving Commitments, and that each such payment shall be
made without any offset, abatement, withholding or reduction whatsoever.

          (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement
in respect of a Letter of Credit, the Borrower shall reimburse such LC
Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than 12:00 noon, New York City time, on the date that
such LC Disbursement is made, if the Borrower shall have received notice of such
LC Disbursement prior to 10:00 a.m., New York City time, on such date, or, if
such notice has not been received by the Borrower prior to such time on such
date, then not later than 12:00 noon, New York City time, on (i) the Business
Day that the Borrower receives such notice, if such notice is received prior to
10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day
immediately following the day that the Borrower receives such notice, if such
notice is not received prior to such time on the day of receipt; provided that,
if such LC

                                       39

<PAGE>
 
Disbursement is not less than $500,000, the Borrower may, subject to the
conditions to borrowing set forth herein, request in accordance with Section
2.03 that such payment be financed with an ABR Revolving Borrowing in an
equivalent amount and, to the extent so financed, the Borrower's obligation to
make such payment shall be discharged and replaced by the resulting ABR
Revolving Borrowing. If the Borrower fails to make such payment when due, the
Administrative Agent shall notify each Lender with a Revolving Commitment of the
applicable LC Disbursement, the payment then due from the Borrower in respect
thereof and such Lender's Applicable Percentage thereof. Promptly following
receipt of such notice, each such Lender shall pay to the Administrative Agent
its Applicable Percentage of the payment then due from the Borrower, in the same
manner as provided in Section 2.05 with respect to Loans made by such Lender
(and Section 2.05 shall apply, mutatis mutandis, to the payment obligations of
the Lenders), and the Administrative Agent shall promptly pay to the Issuing
Bank the amounts so received by it from the Lenders. Promptly following receipt
by the Administrative Agent of any payment from the Borrower pursuant to this
paragraph, the Administrative Agent shall distribute such payment to the Issuing
Bank or, to the extent that Lenders have made payments pursuant to this
paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing
Bank as their interests may appear. Any payment made by a Lender pursuant to
this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than
the funding of ABR Revolving Loans as contemplated above) shall not constitute a
Loan and shall not relieve the Borrower of its obligation to reimburse such LC
Disbursement.

          (f) Obligations Absolute. The Borrower's obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement or any other Loan Document, or any term or provision
therein, (ii) any draft or other document presented under a Letter of Credit
proving to be forged, fraudulent or invalid in any respect or any statement
therein being untrue or inaccurate in any respect, (iii) payment by the Issuing
Bank under a Letter of Credit against presentation of a draft or other document
that does not comply with the terms of such Letter of Credit, or (iv) any other
event or circumstance whatsoever, whether or not similar to any of the
foregoing, that might, but for the provisions of this Section, constitute a
legal or equitable discharge of, or provide a right of setoff against, the
Borrower's obligations hereunder; and none of the Administrative Agent, the
Lenders or the Issuing Bank, or any of their Related Parties, shall have any
liability or responsibility by reason of or in connection with the issuance or
transfer of any Letter of Credit or any payment or failure to make any payment
thereunder (irrespective of any of the circumstances referred to

                                       40

<PAGE>
 
in the preceding sentence), or any error, omission, interruption, loss or delay
in transmission or delivery of any draft, notice or other communication under or
relating to any Letter of Credit (including any document required to make a
drawing thereunder), any error in interpretation of technical terms or any
consequence arising from causes beyond the control of the Issuing Bank; provided
that none of the foregoing shall not be construed to excuse the Issuing Bank
from liability to the Borrower to the extent of any direct damages (as opposed
to consequential damages, claims in respect of which are hereby waived by the
Borrower to the extent permitted by applicable law) suffered by the Borrower
that are caused by the Issuing Bank's failure to exercise care when determining
whether drafts and other documents presented under a Letter of Credit comply
with the terms thereof. The parties hereto expressly agree that, in the absence
of gross negligence or wilful misconduct on the part of the Issuing Bank (as
finally determined by a court of competent jurisdiction), the Issuing Bank shall
be deemed to have exercised care in each such determination. In furtherance of
the foregoing and without limiting the generality thereof, the parties agree
that, with respect to documents presented which appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the Issuing Bank
may, in its sole discretion, either accept and make payment upon such documents
without responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.

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

          (h) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans;
provided that, if the Borrower fails to reimburse such LC Disbursement when due
pursuant to paragraph (e) of this Section, then Section 2.12(c) shall apply.
Interest accrued pursuant to this paragraph shall be for the account of the
Issuing Bank, except that interest accrued on and after the date of payment by
any Lender

                                       41

<PAGE>
 
pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be
for the account of such Lender to the extent of such payment.

          (i) Replacement of the Issuing Bank. The Issuing Bank may be replaced
at any time by written agreement among the Borrower, the Administrative Agent,
the replaced Issuing Bank and the successor Issuing Bank. The Administrative
Agent shall notify the Lenders of any such replacement of the Issuing Bank. At
the time any such replacement shall become effective, the Borrower shall pay all
unpaid fees accrued for the account of the replaced Issuing Bank pursuant to
Section 2.11(b). From and after the effective date of any such replacement, (i)
the successor Issuing Bank shall have all the rights and obligations of the
Issuing Bank under this Agreement with respect to Letters of Credit to be issued
thereafter and (ii) references herein to the term "Issuing Bank" shall be deemed
to refer to such successor or to any previous Issuing Bank, or to such successor
and all previous Issuing Banks, as the context shall require. After the
replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain
a party hereto and shall continue to have all the rights and obligations of an
Issuing Bank under this Agreement with respect to Letters of Credit issued by it
prior to such replacement, but shall not be required to issue additional Letters
of Credit.

          (j) Cash Collateralization. If any Event of Default shall occur and be
continuing, on the Business Day that the Borrower receives notice from the
Administrative Agent or the Lenders with LC Exposure representing at least 51%
of the total LC Exposure demanding the deposit of cash collateral pursuant to
this paragraph, the Borrower shall deposit in the Cash Collateral Account an
amount in cash equal to the LC Exposure as of such date plus any accrued and
unpaid interest thereon; provided that the obligation to deposit such cash
collateral shall become effective immediately, and such deposit shall become
immediately due and payable, without demand or other notice of any kind, upon
the occurrence of any Event of Default with respect to the Borrower described in
clause (h) or (i) of Article 7. Such deposits shall be held by the
Administrative Agent as collateral for the payment and performance of the
obligations of the Borrower under this Agreement. The Administrative Agent shall
have exclusive dominion and control, including the exclusive right of
withdrawal, over such deposits. Other than any interest earned on the investment
of such deposits, which investments shall be made at the option and sole
discretion of the Administrative Agent and at the Borrower's risk and expense,
such deposits shall not bear interest. Interest or profits, if any, on such
investments shall accumulate in such account. Moneys in such account shall be
applied by the Administrative Agent to reimburse the Issuing Bank for LC
Disbursements for which it has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement obligations of
the Borrower for the LC Exposure at such time or, if the maturity of the Loans
has been accelerated (but subject to the consent of Lenders with LC

                                       42

<PAGE>
 
Exposure representing at least 51% of the total LC Exposure), be applied to
satisfy other obligations of the Borrower under this Agreement. If the Borrower
is required to provide an amount of cash collateral hereunder as a result of the
occurrence of an Event of Default, such amount (to the extent not applied as
aforesaid) shall be returned to the Borrower within three Business Days after
all Events of Default have been cured or waived.

         SECTION 2.05. Funding of Borrowings. (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York City time, to the account of
the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders. The Administrative Agent will make such Loans available
to the Borrower by promptly crediting the amounts so received, in like funds, to
an account or accounts of the Borrower designated by the Borrower in the
applicable Borrowing Request or, in the absence of such a designation, to an
account of the Borrower maintained with the Administrative Agent in New York
City; provided that ABR Revolving Loans made to finance the reimbursement of an
LC Disbursement as provided in Section 2.04(e) shall be remitted by the
Administrative Agent to the Issuing Bank.

         (b) Unless the Administrative Agent shall have received notice from a
Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender's share of such Borrowing
(if any), the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the
Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation or (ii) in the case of the Borrower,
the interest rate applicable to ABR Loans. If such Lender pays such amount to
the Administrative Agent, then such amount shall constitute such Lender's Loan
included in such Borrowing.

         SECTION 2.06.  Interest Elections.  (a) Each Borrowing initially shall
be of the Type specified in the applicable Borrowing Request and, in the case of
a Eurodollar Borrowing, shall have an initial Interest Period as specified in
such Borrowing Request. Thereafter, the Borrower may elect to convert such

                                       43

<PAGE>
 
Borrowing to a different Type or to continue such Borrowing and, in the case of
a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in
this Section. The Borrower may elect different options with respect to different
portions of the affected Borrowing, in which case each such portion shall be
allocated ratably among the Lenders holding the Loans comprising such Borrowing,
and the Loans comprising each such portion shall be considered a separate
Borrowing.

          (b) To make an election pursuant to this Section, the Borrower shall
notify the Administrative Agent of such election by telephone by the time that a
Borrowing Request would be required under Section 2.03 if the Borrower were
requesting a Borrowing of the Type resulting from such election to be made on
the effective date of such election. Each such telephonic Interest Election
Request shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Interest Election Request in a
form approved by the Administrative Agent and signed by the Borrower.

          (c) Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02:

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

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

              (iii) whether the resulting Borrowing is to be an ABR Borrowing or
         a Eurodollar Borrowing; and

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

         If any such Interest Election Request requests a Eurodollar Borrowing
but does not specify an Interest Period, then the Borrower shall be deemed to
have selected an Interest Period of one month's duration.

                                       44

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

         (e) If the Borrower fails to deliver a timely Interest Election
Request with respect to a Eurodollar Borrowing prior to the end of the Interest
Period applicable thereto, then, unless such Borrowing is repaid as provided
herein, at the end of such Interest Period such Borrowing shall be converted to
an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing and the Administrative Agent, at the
request of the Required Lenders, so notifies the Borrower, then, so long as an
Event of Default is continuing, (i) no outstanding Borrowing may be converted to
or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar
Borrowing shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto.

         SECTION 2.07. Termination and Reduction of Commitments. (a) The Term
Commitments shall terminate on the Effective Date simultaneous with the funding
of the Loans made under those Commitments on the Effective Date, and the
Revolving Commitments shall terminate on the last day of the Revolving Credit
Availability Period.

         (b) The Borrower may at any time terminate, or from time to time
reduce, the Commitments of any Class; provided that (i) each reduction of the
Commitments shall be in an amount that is an integral multiple of $500,000 and
not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the
Revolving Commitments if, after giving effect to any concurrent prepayment of
the Loans in accordance with Section 2.10, the total Revolving Credit Exposures
would exceed the total Revolving Commitments.

         (c) The Borrower shall notify the Administrative Agent of any election
to terminate or reduce the Commitments of any Class under paragraph (b) of this
Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders having Commitments of the affected Class of the
contents thereof. Each notice delivered by the Borrower pursuant to this Section
shall be irrevocable; provided that a notice of termination of the Commitments
delivered by the Borrower may state that such notice is conditioned upon the
effectiveness of other credit facilities, the effectiveness of a merger or
consolidation of the Borrower with any other Person or the consummation of a
sale or other disposition of all or a substantial part of the assets of the
Borrower, in which case such notice may be revoked by the Borrower (by notice to
the Administrative Agent on or prior to the

                                       45

<PAGE>
 
specified effective date) if such condition is not satisfied. Any termination or
reduction of the Commitments shall be permanent. Each reduction of the
Commitments of any Class shall be made ratably among the Lenders in accordance
with their respective Commitments of such Class.

         SECTION 2.08. Maturity of Loans; Evidence of Debt. (a) The Borrower
hereby unconditionally promises to pay to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Loan of such
Lender on the relevant Maturity Date.

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

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

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

          (e) Any Lender may request that Loans made by it be evidenced by a
promissory note. In such event, the Borrower shall prepare, execute and deliver
to such Lender a promissory note payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assigns) and in a
form approved by the Administrative Agent and the Borrower (such approvals not
to be unreasonably withheld). Thereafter, the Loans evidenced by such promissory
note and interest thereon shall at all times (including after assignment
pursuant to Section 9.04) be represented by one or more promissory notes in such
form payable to the order of the payee named therein (or, if such promissory
note is a registered note, to such payee and its registered assigns).

         SECTION 2.09.  Mandatory Repayment and Prepayment of Loans and
Reduction of Commitments.  (a) Repayment and Reduction.  (i) The Borrower

                                       46

<PAGE>
 
hereby unconditionally promises to pay to the Administrative Agent for the
account of each Lender having Tranche A Term Loans or Tranche B Term Loans, on
each date set forth below, an aggregate principal amount of such Loans equal to
the amount set forth below opposite such date (as such amount may be reduced
pursuant to paragraph (b)(v) below or Section 2.10(c)):


                                           Tranche A         Tranche B
                                             Term              Term
            Date                         Loans Amount      Loans Amount
            ----                         ------------      ------------
June 30, 1998                          $        150,000  $        125,000
September 30, 1998                     $        150,000  $        125,000
December 31, 1998                      $        150,000  $        125,000
March 31, 1999                         $        150,000  $        125,000
June 30, 1999                          $        150,000  $        125,000
September 30, 1999                     $        150,000  $        125,000
December 31, 1999                      $        150,000  $        125,000
March 31, 2000                         $        150,000  $        125,000
June 30, 2000                          $        150,000  $        125,000
September 30, 2000                     $        150,000  $        125,000
December 31, 2000                      $        150,000  $        125,000
March 31, 2001                         $        150,000  $        125,000
June 30, 2001                          $        750,000  $        125,000
September 30, 2001                     $        750,000  $        125,000
December 31, 2001                      $        750,000  $        125,000
March 31, 2002                         $        750,000  $        125,000
June 30, 2002                          $      3,000,000  $        125,000
September 30, 2002                     $      3,000,000  $        125,000
December 31, 2002                      $      3,000,000  $        125,000
March 31, 2003                         $      3,000,000  $        125,000
June 30, 2003                          $      3,000,000  $        125,000
September 30, 2003                     $      3,000,000  $        125,000
December 31, 2003                      $      3,000,000  $        125,000
March 31, 2004                         $      3,000,000  $        125,000
June 30, 2004                          $      3,000,000  $        125,000
September 30, 2004                     $      3,000,000  $        125,000
December 31, 2004                      $      3,000,000  $        125,000
March 31, 2005                         $      3,000,000  $        125,000
June 30, 2005                          $      4,800,000  $      7,875,000
September 30, 2005                     $      4,800,000  $      7,875,000
December 31, 2005                      $      4,800,000  $      7,875,000

                                       47

<PAGE>
 
                                           Tranche A         Tranche B
                                             Term              Term
            Date                         Loans Amount      Loans Amount
            ----                         ------------      ------------
March 31, 2006                         $      4,800,000  $      7,875,000
June 30, 2006                                      ----  $      7,500,000
September 30, 2006                                 ----  $      7,500,000


         (ii) On each date set forth below, the Revolving Commitments shall be
         reduced in an aggregate amount equal to the amount set forth opposite
         such date.


                                                Revolving Commitment
                  Date                           Reduction Amount
       ------------------------------          ----------------------
         June 30, 2002                                $2,000,000
         September 30, 2002                           $2,000,000
         December 31, 2002                            $2,000,000
         March 31, 2003                               $2,000,000
         June 30, 2003                                $2,000,000
         September 30, 2003                           $2,000,000
         December 31, 2003                            $2,000,000
         March 31, 2004                               $2,000,000
         June 30, 2004                                $2,000,000
         September 30, 2004                           $2,000,000
         December 31, 2004                            $2,000,000
         March 31, 2005                               $2,000,000
         June 30, 2005                                $4,000,000
         September 30, 2005                           $4,000,000
         December 31, 2005                            $4,000,000
         March 31, 2006                               $4,000,000


         (b) Prepayment and Reduction. (i) In addition, the Borrower shall
prepay Term Loans and, solely in the case of clause (x) below, the Revolving
Commitments shall be reduced as follows:

                           (x) on the date which the Borrower or any of its
                  Subsidiaries shall receive (A) Net Cash Proceeds with respect
                  to (1) any Asset Sale made in any fiscal year, but solely if,
                  and solely to the extent that, the aggregate Net Cash Proceeds
                  from such Asset Sale, when combined with all other Asset Sales
                  previously

                                       48

<PAGE>
 
                  made during such fiscal year, exceeds $1,000,000, (2) any
                  Indebtedness Incurrence or (3) any Equity Issuance or (B) any
                  Plan Reversion Proceeds, the Borrower shall prepay Term Loans
                  and the Revolving Commitments shall be reduced, in the
                  aggregate, by an amount equal to the Reduction Percentage of
                  such Net Cash Proceeds or Plan Reversion Proceeds, as the case
                  may be; provided that if the Net Cash Proceeds and Plan
                  Reversion Proceeds are less than $1,000,000, such prepayment
                  or reduction shall be made upon receipt of proceeds such that,
                  together with all other such amounts not previously applied,
                  aggregate Net Cash Proceeds and Plan Reversion Proceeds are
                  equal to at least $1,000,000; and provided further that the
                  Borrower shall not be required to apply to such prepayment or
                  reduction (I) Net Cash Proceeds of Asset Sales which would
                  otherwise be required to be applied to such prepayment or
                  reduction, to the extent such Net Cash Proceeds are reinvested
                  within 365 days of such Asset Sales in productive assets of a
                  kind used or usable in the business of the Borrower or such
                  Subsidiary and (II) Net Cash Proceeds of any Equity Issuance
                  to the extent that the proceeds thereof are used within 90
                  days to fund Equity-Funded Acquisition Deposits or the
                  purchase price of a Permitted Acquisition; and

                           (y) on the earlier of (I) the 120th day after the end
                  of each fiscal year of Parent Companies on the last day of
                  which the Combined Total Leverage Ratio exceeds 4.0:1.0
                  (beginning with the fiscal year ending in 1998) and (II) the
                  fifth Business Day after financial statements in respect of
                  any such fiscal year are delivered by the Borrower pursuant to
                  Section 5.01(a), the Borrower shall prepay Term Loans by an
                  amount equal to 50% of Excess Cash Flow for such fiscal year.

                  (ii) In addition, promptly following receipt by the Borrower
         or any of its Subsidiaries of any Major Casualty Proceeds or Indemnity
         Proceeds, the Borrower shall deposit with the Administrative Agent in
         the Cash Collateral Account an amount of cash equal to the amount of
         such Major Casualty Proceeds or Indemnity Proceeds, as the case may be.
         So long as no Default has occurred and is continuing, an amount equal
         to the aggregate amount of such cash proceeds which such Person has
         expended or committed to expend for the restoration or replacement of
         the asset in respect of which such Major Casualty Proceeds payment was
         made or to remedy the event giving rise to such Indemnity Proceeds
         payment, shall be released by the Administrative Agent to the Borrower;
         provided that if within 180 days of receipt of such payment such Person
         shall not have

                                       49

<PAGE>
 
         expended or committed to expend an equivalent amount for the
         restoration or replacement of the asset in respect of which such Major
         Casualty Proceeds payment was made, or to remedy the event giving rise
         to such Indemnity Proceeds payment, the excess of the amount of such
         payment (net of any fees and out-of-pocket expenses reasonably incurred
         by such Person in connection with the recovery or collection of such
         Major Casualty Proceeds Payment or Indemnity Proceeds payment, as the
         case may be) over the amount of such expenditures and commitments shall
         be applied to prepay the Term Loans and reduce the Revolving
         Commitments on such 180th day.

         The prepayments and reductions required pursuant to clauses (i) and
(ii) of this paragraph shall be effected in the following order: first (subject
to paragraph (c) of this Section, in the case of a prepayment of the Term Loans
in part), the Borrower shall prepay the Term Loans until the Term Loans have
been paid in full and second, the Revolving Commitments shall be reduced;
provided that no prepayment made pursuant to clause (b)(i)(y) shall reduce the
Revolving Commitments.

            (iii) If on the date of any reduction of the Revolving Commitments
         pursuant to clauses (i) or (ii) of this paragraph or clause (ii) of
         paragraph (a) above the aggregate Revolving Credit Exposure on such
         date exceeds the aggregate Revolving Commitments on such date as then
         reduced (or if the Revolving Commitments have terminated but there is
         still Revolving Credit Exposure), the Borrower shall apply an amount
         equal to such excess to prepay the Revolving Loans and cash
         collateralize Letters of Credit so that after giving effect thereto the
         Revolving Credit Exposure of each Lender does not exceed its Revolving
         Commitment as then reduced (or until there is no Revolving Credit
         Exposure). The prepayments and cash collateralization required pursuant
         to this clause shall be effected in the following order: first, the
         Borrower shall prepay the Revolving Loans until the Revolving Loans
         have been paid in full and second, the Borrower shall cash
         collateralize Letters of Credit by depositing any remaining amounts in
         the Cash Collateral Account. In determining Revolving Credit Exposure
         for purposes of this clause, LC Exposure shall be reduced to the extent
         that Letters of Credit have been cash collateralized as contemplated by
         the previous sentence.

            (iv) The Borrower shall notify the Administrative Agent by telephone
         (confirmed by telecopy) of any prepayment or reduction under this
         paragraph not later than 11:00 a.m., New York City time, three Business
         Days before the date of prepayment or reduction, as the case may be
         (or, solely if such prepayment will be a prepayment of ABR Loans

                                       50

<PAGE>
 
         only, no later than 11:00 a.m., New York City time, one Business Day
         before the date of such prepayment). Each such notice shall be
         irrevocable and shall specify the prepayment date and the principal
         amount of each Borrowing or portion thereof to be prepaid; provided
         that, if a notice of prepayment is given in connection with a
         conditional notice of termination of the Commitments as contemplated by
         Section 2.07, then such notice of prepayment may be revoked if such
         notice of termination is revoked in accordance with Section 2.07. Each
         prepayment of Loans of any Class made by the Borrower pursuant to this
         Section shall be applied to such Borrowing or Borrowings of such Class
         as the Borrower may designate in the notice of prepayment delivered by
         the Borrower with respect thereto (or, failing such designation, as
         determined by the Administrative Agent), and shall be applied to repay
         ratably the Loans of such Class of the several Lenders included in such
         Borrowing or Borrowings. Promptly following receipt of any such notice
         relating to a Borrowing, the Administrative Agent shall advise the
         affected Lenders of the contents thereof. Prepayments shall be
         accompanied by accrued interest to the extent required by Section 2.12.

             (v) The amount of any prepayment of the Term Loans made by the
         Borrower pursuant to clauses (i) or (ii) of this paragraph shall be
         applied to reduce first, in order of maturity, the amount of each
         subsequent scheduled repayment of the Term Loans to be made during the
         next twelve months pursuant to paragraph (a) of this Section, and
         second, ratably, the amount of each other subsequent scheduled
         repayment of the Term Loans. The amount of any prepayment made by the
         Borrower pursuant to clause (i) or (ii) of this paragraph (other than
         prepayments made pursuant to clause (b)(i)(y)) shall be applied, after
         all Term Loans have been repaid, ratably to scheduled reductions of the
         Revolving Commitments to be made by the Borrower pursuant to paragraph
         (a) of this Section.

         (c) Option of Tranche B Lenders Not to Accept Prepayments. (i) The
Borrower shall (x) at least one Business Day prior to any date (an "Unscheduled
Prepayment Date") on which any prepayment of the Tranche B Term Loans, other
than a prepayment of such Loans in whole or after all Tranche A Term Loans have
been paid in full (an "Unscheduled Payment"), would, but for the provisions of
this paragraph (c), otherwise have been made pursuant to this Section or Section
2.10, deliver a notice conforming to the requirements set forth below (a
"Prepayment Notice") to the Administrative Agent and (y) on or prior to such
Unscheduled Prepayment Date, deposit in the Prepayment Account established
pursuant to Section 5(a) of the Borrower Security Agreement an amount equal to
the principal amount that would have been payable by the Borrower pursuant to
this Section or Section 2.10 on such Unscheduled

                                       51

<PAGE>
 
Prepayment Date in respect of such Unscheduled Prepayment. Such Unscheduled
Prepayment shall not occur on such Unscheduled Payment Date but shall instead be
deferred as hereinafter provided in this paragraph (c). Upon receipt of any
Prepayment Notice, the Administrative Agent shall promptly notify each affected
Lender of the contents hereof.

            (ii) Each Prepayment Notice shall be in writing, shall refer to this
         paragraph (c) and shall (w) set forth the amount of the Unscheduled
         Prepayment and the prepayment that the applicable Term Lender will be
         entitled to receive if it accepts prepayment of its Tranche B Term
         Loans in accordance with this subsection, (x) contain an offer to
         prepay on a specified date (each such date, a "Deferred Unscheduled
         Prepayment Date"), which shall be not less than three Business Days nor
         more than five Business Days after the date of such Prepayment Notice,
         the Tranche B Term Loans of such Lender by an aggregate principal
         amount equal to such Lender's ratable share of such Unscheduled
         Prepayment (determined by reference to the outstanding principal amount
         of such Lender's Tranche B Term Loan as a proportion of the aggregate
         outstanding principal amount of the Tranche B Term Loans of all of the
         Lenders), (y) request such Lender to notify the Borrower and the
         Administrative Agent in writing, no later than the second Business Day
         after the date of such Prepayment Notice, of such Lender's acceptance
         or rejection (in each case, in whole and not in part) of such offer of
         prepayment and (z) inform such Lender that the failure by such Lender
         to reject such offer in writing on or before the second Business Day
         after the date of such Prepayment Notice shall be deemed an acceptance
         of such prepayment offer. Each Prepayment Notice shall be given by
         telecopy, confirmed hand delivery or overnight courier service, in each
         case addressed to the Administrative Agent and each affected Lender as
         provided in Section 9.01.

            (iii) On each Deferred Unscheduled Prepayment Date, the
         Administrative Agent shall withdraw from the Prepayment Account the
         aggregate amount required to prepay the Tranche B Term Loans of each of
         the Lenders that shall have accepted (or been deemed to have accepted)
         prepayment in accordance with the related Prepayment Notice (each, an
         "Accepting Lender") and shall cause such amount to be applied on behalf
         of the Borrower to prepay the outstanding Loans of the Accepting
         Lenders.

            (iv)  Any amount remaining in the Prepayment Account on any Deferred
         Unscheduled Prepayment Date after giving effect to the prepayments
         required by clause (iii) above (exclusive of any interest or profits
         with respect to amounts held in the Prepayment Account) shall be

                                       52

<PAGE>
 
         withdrawn and applied by the Administrative Agent (x) to prepay the
         principal of the then outstanding Tranche B Term Loans of the Accepting
         Lenders and the then outstanding Tranche A Term Loans, in each case
         ratably in proportion to their then outstanding principal amounts,
         and/or (y) after all Term Loans have been repaid, to reduce the
         Revolving Commitments, all in accordance with paragraph (b) above or
         Section 2.10, as applicable.

         SECTION 2.10. Optional Prepayment of Loans. (a) The Borrower shall have
the right at any time and from time to time to prepay any Borrowing of any Class
in whole or in part, subject to prior notice in accordance with paragraph (b) of
this Section and, in the case of any Borrowing of Tranche B Loans, to Section
2.09(c).

         (b) The Borrower shall notify the Administrative Agent by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City
time, three Business Days before the date of prepayment, or (ii) in the case of
prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time,
one Business Day before the date of prepayment. Each such notice shall be
irrevocable and shall specify the prepayment date and the principal amount of
each Borrowing or portion thereof to be prepaid; provided that, if a notice of
prepayment is given in connection with a conditional notice of termination of
the Commitments as contemplated by Section 2.07, then such notice of prepayment
may be revoked if such notice of termination is revoked in accordance with
Section 2.07. Promptly following receipt of any such notice relating to a
Borrowing, the Administrative Agent shall advise the Lenders of the contents
thereof. Each partial prepayment of any Borrowing shall be in an amount that
would be permitted in the case of an advance of a Borrowing of the same Type as
provided in Section 2.02. Each prepayment of a Borrowing shall be applied
ratably to the Loans included in the prepaid Borrowing. Prepayments shall be
accompanied by accrued interest to the extent required by Section 2.12.

          (c) Subject to Section 2.09(c), each prepayment of the Term Loans made
pursuant to this Section shall be allocated pro rata on the basis of principal
amount among the then outstanding Tranche A Term Loans and Tranche B Term Loans.
The amount of any prepayment of the Term Loans made by the Borrower pursuant to
this Section shall be applied to reduce ratably first, in order of maturity, the
amount of each subsequent scheduled repayment of the Term Loans to be made
during the next twelve months pursuant to Section 2.09(a), and second, the
amount of each other subsequent scheduled repayment of the Term Loans to be made
by the Borrower pursuant to Section 2.09(a).

                                       53

<PAGE>
 
         SECTION 2.11. Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee, which
shall accrue at the rate of 1/2% per annum on the daily aggregate unused amount
of the Revolving Commitment of such Lender during the period from and including
the Effective Date to but excluding the date on which the Revolving Commitments
terminate. Accrued commitment fees shall be payable in arrears on the last day
of March, June, September and December of each year and on the date on which the
Revolving Commitments terminate, commencing on the first such date to occur
after the date hereof; provided that any commitment fees accruing after the date
on which the Revolving Commitments terminate shall be payable on demand. All
commitment fees shall be computed on the basis of a year of 365 days (or 366
days in a leap year) and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).

          (b) The Borrower agrees to pay (i) to the Administrative Agent for the
account of each Lender a participation fee with respect to its participations in
Letters of Credit, which shall accrue at the Applicable Rate for Letter of
Credit participation fees on the average daily amount of such Lender's LC
Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Effective Date to but
excluding the later of the date on which such Lender's Revolving Commitment
terminates and the date on which such Lender ceases to have any LC Exposure, and
(ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 1/4%
per annum on the average daily amount of the LC Exposure (excluding any portion
thereof attributable to unreimbursed LC Disbursements) during the period from
and including the Effective Date to but excluding the later of the date of
termination of the Revolving Commitments and the date on which there ceases to
be any LC Exposure (subject to a minimum fronting fee of $500 per year per
Letter of Credit), as well as the Issuing Bank's standard fees with respect to
the issuance, amendment or extension of any Letter of Credit or processing of
drawings thereunder. Accrued participation fees and fronting fees shall be
payable on the last Business Day of April, July, October and January of each
year and on the date on which the Revolving Commitments terminate, commencing on
the first such date to occur after May 1, 1998; provided that any such fees
accruing after the date on which the Revolving Commitments terminate shall be
payable on demand. Any other fees payable to the Issuing Bank pursuant to this
paragraph shall be payable within 10 days after demand. All participation fees
and fronting fees shall be computed on the basis of a year of 360 days and shall
be payable for the actual number of days elapsed (including the first day but
excluding the last day of the period of calculation).


        

                                       54

<PAGE>
 
          (c) The Borrower agrees to pay to each Agent, for its own account,
fees payable in the amounts and at the times separately agreed upon between the
Borrower and such Agent.

          (d) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent (or to each of the
other Agents and the Issuing Bank, in the case of fees payable to it) for
distribution, in the case of commitment fees and participation fees, to the
relevant Lenders. Fees paid shall not be refundable under any circumstances.

         SECTION 2.12.  Interest.  (a) The Loans comprising each ABR Borrowing
shall bear interest at the Alternate Base Rate plus the Applicable Rate.

          (b) The Loans comprising each Eurodollar Borrowing shall bear interest
at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing
plus the Applicable Rate.

          (c) Notwithstanding the foregoing, if any principal of or interest on
any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to 2% plus the higher of (i) the rate (including any applicable
interest margin) otherwise applicable to such amount as provided in the
preceding paragraphs of this Section and (ii) the rate applicable to ABR Loans
as provided in paragraph (a) of this Section.

          (d) Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan and, in the case of Revolving Loans, upon
termination of the Revolving Commitments; provided that (i) interest accrued
pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in
the event of any repayment or prepayment of any Loan (other than a prepayment of
an ABR Revolving Loan prior to the end of the Revolving Credit Availability
Period), accrued interest on the principal amount repaid or prepaid shall be
payable on the date of such repayment or prepayment and (iii) in the event of
any conversion of any Eurodollar Loan prior to the end of the current Interest
Period therefor, accrued interest on such Loan shall be payable on the effective
date of such conversion.

          (e) All interest hereunder shall be computed on the basis of a year of
360 days, except that interest computed by reference to the Alternate Base Rate
at times when the Alternate Base Rate is based on the Prime Rate shall be
computed on the basis of a year of 365 days (or 366 days in a leap year), and in
each case shall be payable for the actual number of days elapsed (including the
first day but

                                       55

<PAGE>
 
excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate
or LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

         SECTION 2.13. Alternate Rate of Interest. If prior to the commencement
of any Interest Period for a Eurodollar Borrowing:

          (a) the Administrative Agent determines (which determination shall be
conclusive absent manifest error) that adequate and reasonable means do not
exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

          (b) the Administrative Agent is advised by the Required Lenders that
the Adjusted LIBO Rate for such Interest Period will not adequately and fairly
reflect the cost to such Lenders of making or maintaining their Loans included
in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective,
(ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing
shall be made as an ABR Borrowing.

         SECTION 2.14.  Increased Costs.  (a) If any Change in Law shall:

              (i)   impose, modify or deem applicable any reserve, special
         deposit or similar requirement against assets of, deposits with or for
         the account of, or credit extended by, any Lender (except any such
         reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing
         Bank; or

              (ii)  impose on any Lender or the Issuing Bank or the London
         interbank market any other condition affecting this Agreement or
         Eurodollar Loans made by such Lender or any Letter of Credit or
         participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or the
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or the
Issuing Bank hereunder (whether of principal, interest or otherwise), then the
Borrower will pay

                                       56

<PAGE>
 
to such Lender or the Issuing Bank, as the case may be, such additional amount
or amounts as will compensate such Lender or the Issuing Bank, as the case may
be, for such additional costs incurred or reduction suffered.

          (b) If any Lender or the Issuing Bank determines that any Change in
Law regarding capital requirements has or would have the effect of reducing the
rate of return on such Lender's or the Issuing Bank's capital or on the capital
of such Lender's or the Issuing Bank's holding company, if any, as a consequence
of the Loan Documents or the Loans made by, or participations in Letters of
Credit held by, such Lender, or the Letters of Credit issued by the Issuing
Bank, to a level below that which such Lender or the Issuing Bank or such
Lender's or the Issuing Bank's holding company could have achieved but for such
Change in Law (taking into consideration such Lender's or the Issuing Bank's
policies and the policies of such Lender's or the Issuing Bank's holding company
with respect to capital adequacy), then from time to time the Borrower will pay
to such Lender or the Issuing Bank, as the case may be, such additional amount
or amounts as will compensate (without duplication) such Lender or the Issuing
Bank or such Lender's or the Issuing Bank's holding company for any such
reduction suffered.

          (c) A certificate of a Lender or the Issuing Bank setting forth, in
reasonable detail, the amount or amounts necessary to compensate such Lender or
the Issuing Bank or its holding company, as the case may be, as specified in
paragraph (a) or (b) of this Section and the basis of the calculation thereof
shall be delivered to the Borrower and shall be conclusive absent manifest
error. The Borrower shall pay such Lender or the Issuing Bank, as the case may
be, the amount shown as due on any such certificate within 10 days after receipt
thereof.

          (d) Failure or delay on the part of any Lender or the Issuing Bank to
demand compensation pursuant to this Section shall not constitute a waiver of
such Lender's or the Issuing Bank's right to demand such compensation; provided
that the Borrower shall not be required to compensate a Lender or the Issuing
Bank pursuant to this Section for any increased costs or reductions incurred
more than 180 days prior to the date that such Lender or the Issuing Bank, as
the case may be, notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender's or the Issuing Bank's
intention to claim compensation therefor; provided further that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then
the 180-day period referred to above shall be extended to include the period of
retroactive effect thereof.

         SECTION 2.15. Break Funding Payments. In the event of (a) the payment
of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period

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<PAGE>
 
applicable thereto, (c) the failure to borrow, convert, continue or prepay any
Loan on the date specified in any notice delivered pursuant hereto (regardless
of whether such notice may be revoked under Section 2.10(b) and is revoked in
accordance therewith) or (d) the assignment of any Eurodollar Loan other than on
the last day of the Interest Period applicable thereto as a result of a request
by the Borrower pursuant to Section 2.18, then, in any such event, the Borrower
shall compensate each Lender for the loss, cost and expense attributable to such
event. Such loss, cost or expense to any Lender shall be deemed to include an
amount determined by such Lender to be the excess, if any, of (i) the amount of
interest which would have accrued on the principal amount of such Loan had such
event not occurred, at the Adjusted LIBO Rate that would have been applicable to
such Loan, for the period from the date of such event to the last day of the
then current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for
such Loan), over (ii) the amount of interest which would accrue on such
principal amount for such period at the interest rate which such Lender would
bid were it to bid, at the commencement of such period, for dollar deposits of a
comparable amount and period from other banks in the eurodollar market. A
certificate of any Lender setting forth, in reasonable detail, any amount or
amounts that such Lender is entitled to receive pursuant to this Section and the
basis of the calculation thereof shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender the amount
shown as due on any such certificate within 10 days after receipt thereof.

         SECTION 2.16. Taxes. (a) Any and all payments by or on account of any
obligation of the Borrower under the Loan Documents shall be made free and clear
of and without deduction for any Indemnified Taxes or Other Taxes; provided that
if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes
from such payments, then (i) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, Lender or
Issuing Bank (as the case may be) receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Borrower shall make
such deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.

          (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

          (c) The Borrower shall indemnify the Administrative Agent, each Lender
and the Issuing Bank, within 10 days after written demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes paid by the Administrative

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<PAGE>
 
Agent, such Lender or the Issuing Bank, as the case may be, on or with respect
to any payment by or on account of any obligation of the Borrower hereunder
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest
and reasonable expenses arising therefrom or with respect thereto. A certificate
as to the amount of such payment or liability delivered to the Borrower by a
Lender or the Issuing Bank, or by the Administrative Agent on its own behalf or
on behalf of a Lender or the Issuing Bank, shall be conclusive absent manifest
error.

          (d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower to a Governmental Authority, the Borrower shall
deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

          (e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the Code, the law of the jurisdiction in
which the Borrower is located, or any treaty to which such jurisdiction is a
party, with respect to payments under this Agreement shall deliver to the
Borrower (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law, such properly completed and executed documentation
prescribed by applicable law or reasonably requested by the Borrower as will
permit such payments to be made without withholding or at a reduced rate.

          (f) If a Lender or the Issuing Bank shall become aware that it is
entitled to receive a refund from a relevant Governmental Authority in respect
of Indemnified Taxes or Other Taxes as to which it has been indemnified by the
Borrower pursuant to this Section, it shall promptly notify the Borrower of the
availability of such refund and shall, within 30 days after receipt of a request
by the Borrower (whether as a result of notification that it has made to the
Borrower or otherwise), make a claim to such Governmental Authority for such
refund at the Borrower's expense. If such Lender or Issuing Bank receives a
refund in respect of any Indemnified Taxes or Other Taxes as to which it has
been indemnified by the Borrower pursuant to this Section, or with respect to
which the Borrower has paid additional amounts pursuant to this Section, it
shall promptly notify the Borrower of such refund and shall within 30 days from
the date of receipt of such refund pay over the amount of such refund (including
any interest paid or credited by the relevant Governmental Authority with
respect to such refund) to the Borrower (but only to the extent of indemnity
payments made, or additional amounts paid, by the Borrower under this Section
with respect to the Indemnified Taxes or Other Taxes giving rise to such
refund), net of all out-of-pocket expenses of such Lender or Issuing Bank and
without interest; provided,

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<PAGE>
 
however, that the Borrower, upon the request of such Lender or Issuing Bank,
agrees to repay the amount paid over to the Borrower (plus penalties, interest
or other charges due to the appropriate authorities in connection therewith) to
such Lender or Issuing Bank in the event such Lender or Issuing Bank, as the
case may be, is required to repay such refund to such relevant authority.

         SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of
Set-offs. (a) The Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest, fees or reimbursement of LC
Disbursements, or of amounts payable under Section 2.14, 2.15 or 2.16, or
otherwise) prior to 12:00 noon, New York City time, on the date when due, in
immediately available funds, without set-off or counterclaim. Any amounts
received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at 130 Liberty Street,
New York, NY 10006, except payments to be made directly to the Issuing Bank as
expressly provided herein and except that payments pursuant to Sections 2.14,
2.15, 2.16 and 9.03 shall be made directly to the Persons entitled thereto. The
Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the appropriate recipient promptly following
receipt thereof. If any payment hereunder shall be due on a day that is not a
Business Day, the date for payment shall be extended to the next succeeding
Business Day, and, in the case of any payment accruing interest, interest
thereon shall be payable for the period of such extension. All payments
hereunder shall be made in dollars.

          (b) If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully all amounts of principal, unreimbursed LC
Disbursements, interest and fees then due hereunder, such funds shall be applied
(i) first, towards payment of interest and fees then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal
and unreimbursed LC Disbursements then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal and unreimbursed LC
Disbursements then due to such parties.

          (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans of any Class or participations in LC Disbursements
resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Loans of such Class or participations in LC
Disbursements and accrued interest thereon than the proportion received by any
other Lender with respect to its Loans of the relevant Class or participations
in LC Disbursements and accrued interest

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<PAGE>
 
thereon, then the Lender receiving such greater proportion shall purchase (for
cash at face value) participations in the Loans of the relevant Class and
participations in LC Disbursements of other Lenders to the extent necessary so
that the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Loans of such Class and participations in LC Disbursements;
provided that (i) if any such participations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such
recovery, without interest, and (ii) the provisions of this paragraph shall not
be construed to apply to any payment made by the Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any
of its Loans or participations in LC Disbursements to any assignee or
participant, other than to the Borrower or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply). The Borrower
consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such participation.

         (d)   Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or the Issuing Bank hereunder that the
Borrower will not make such payment, the Administrative Agent may assume that
the Borrower has made such payment on such date in accordance herewith and may,
in reliance upon such assumption, distribute to the Lenders or the Issuing Bank,
as the case may be, the amount due. In such event, if the Borrower has not in
fact made such payment, then each of the Lenders or the Issuing Bank, as the
case may be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or Issuing Bank with interest
thereon, for each day from and including the date such amount is distributed to
it to but excluding the date of payment to the Administrative Agent, at the
greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation.

         (e)   If any Lender shall fail to make any payment required to be
made by it pursuant to Section 2.04(d) or (e), 2.05(b) or 2.17(d), then the
Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender's obligations under
such Sections until all such unsatisfied obligations are fully paid.


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<PAGE>
 
         SECTION 2.18. Mitigation Obligations; Replacement of Lenders. (a) If
any Lender requests compensation under Section 2.14, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.16, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender.

         (b)   If any Lender requests compensation under Section 2.14, or if
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement
and the other Loan Documents to an assignee that shall assume such obligations
(which assignee may be another Lender, if a Lender accepts such assignment);
provided that (i) the Borrower shall have received the prior written consent of
the Administrative Agent (and, if a Revolving Commitment is being assigned, the
Issuing Bank), which consent shall not unreasonably be withheld, (ii) such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and participations in LC Disbursements, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, from the
assignee (to the extent of such outstanding principal and accrued interest and
fees) or the Borrower (in the case of all other amounts) and (iii) in the case
of any such assignment resulting from a claim for compensation under Section
2.14 or payments required to be made pursuant to Section 2.16, such assignment
will result in a reduction in such compensation or payments. A Lender shall not
be required to make any such assignment and delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the
Borrower to require such assignment and delegation cease to apply.


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<PAGE>
 
                                   ARTICLE 3
                        REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Lenders that:

         SECTION 3.01. Organization; Powers. Each of the Borrower and its
Subsidiaries is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, has all requisite limited
liability company power and authority to carry on its business as now conducted
and, except where the failure to do so, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect, is qualified
to do business in, and is in good standing in, every jurisdiction where such
qualification is required.

         SECTION 3.02. Authorization; Enforceability. The Transactions are
within the company powers of each of the Borrower and its Subsidiaries and have
been duly authorized by all necessary company and, if required, member or
stockholder action. Each of the Borrower and its Subsidiaries has duly executed
and delivered each Loan Document to which it is a party, and each such Loan
Document constitutes a legal, valid and binding obligation of the Borrower or
such Subsidiary, as applicable, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.

         SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions
(a) do not require any consent or approval of, registration or filing with, or
any other action by, any Governmental Authority, except (i) such as have been
obtained or made and are in full force and effect and (ii) solely with respect
to consents relating to the Acquisition or any Permitted Acquisition, such
consents the receipt of which is not required as a condition precedent to the
consummation of the Acquisition or such Permitted Acquisition, as the case may
be, pursuant to the Purchase Agreement (in the case of the Acquisition) or the
relevant purchase agreement (in the case of any Permitted Acquisition) and the
failure to obtain which could not reasonably be expected to result in a Material
Adverse Effect, (b) will not violate any applicable law or regulation or the
charter, by-laws or other organizational documents of the Borrower or any of its
Subsidiaries or any order of any Governmental Authority, (c) will not violate or
result in a default under any indenture, agreement or other instrument binding
upon the Borrower or any of its Subsidiaries or its assets, or give rise to a
right thereunder to require any payment to be made by the Borrower or any of its
Subsidiaries, and (d) will not

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<PAGE>
 
result in the creation or imposition of any Lien on any asset of the Borrower or
any of its Subsidiaries (other than the Liens created by the Collateral
Documents).

         SECTION 3.04. Financial Condition; No Material Adverse Change. (a) The
Borrower has heretofore furnished to the Lenders (i) the combined balance sheet
and audited combined financial statements of the Systems as of and for the year
ending December 31, 1997, reported on by Ernst & Young LLP, independent public
accountants, (ii) the combined balance sheet and audited combined financial
statements of RMH and the Borrower as of and for the year ending December
31,1997, reported on by Ernst & Young LLP, independent public accountants and
(iii) the unaudited pro forma combined balance sheet and combined financial
statements of RMG (based on the historical financial statements of the Systems
and the combined historical statements of RMH and the Borrower) as of and for
the year ending December 31, 1997. Such financial state statments present
fairly, in all material respects, the financial position and results of
operations of the Systems, and RMH and the Borrower, as the case may be, as of
such dates and for such periods in accordance with GAAP, subject to normal
recurring year-end adjustments and the absence of a statement of cash flows and
footnotes.

         (b)   Since December 31, 1997, there has been no material adverse
change in the business, operations, assets, liabilities, operations or
condition, financial or otherwise, of the Systems, taken as a whole, or the
Borrower and its Subsidiaries, taken as a whole.

         (c)   The Borrower has heretofore furnished to the Lenders the pro
forma combined balance sheet of RMG (based on the historical financial
statements of the Systems and the combined historical statements of RMH and the
Borrower) as of December 31, 1997, referred to in clause (a)(iii) of this
Section. Such balance sheet presents fairly, in all material respects, the
financial position of the Borrower and its Consolidated Subsidiaries as of
December 31, 1997 in accordance with GAAP on a pro forma basis, adjusted to give
effect (as if such events had occurred on such date) to (i) the formation of the
Parent Companies, Capital Corporation and RMG, (ii) the consummation of the
Acquisition, (iii) the Transactions contemplated to occur on the Effective Date
(including without limitation the making of Term Loans), (iv) the application of
the proceeds therefrom as contemplated by the Acquisition Documents and the Loan
Documents and (v) the payment of all legal, accounting and other fees related
thereto to the extent known at the time of the preparation of such balance
sheet. As of the date of such balance sheet and the Effective Date, the Borrower
had and has no material liabilities, contingent or otherwise, including
liabilities for taxes, long-term leases or forward or long-term commitments,
which are not properly reflected on such balance sheet.

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<PAGE>
 
         SECTION 3.05. Properties. (a) Each of the Borrower and its Subsidiaries
has good title to, or valid leasehold interests in, all its real and personal
property material to its business, except for minor defects in title that do not
interfere with its ability to conduct its business as currently conducted or to
utilize such properties for their intended purposes.

         (b)   Each of the Borrower and its Subsidiaries owns, or is licensed to
use, all trademarks, tradenames, copyrights, patents and other intellectual
property material to its business, and the use thereof by the Borrower and its
Subsidiaries does not infringe upon the rights of any other Person, except for
any such infringements that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

         SECTION 3.06. Litigation and Environmental Matters. (a) Other than as
set forth on Schedule 3.06, there are no actions, suits or proceedings by or
before any arbitrator or Governmental Authority pending against or, to the
knowledge of the Borrower, threatened against or affecting the Borrower or any
of its Subsidiaries (i) as to which there is a reasonable possibility of an
adverse determination and that, if adversely determined, could reasonably be
expected, individually or in the aggregate, to result in a Material Adverse
Effect or (ii) that involve the Loan Documents or, as of the Effective Date, the
Transactions, the Acquisition Documents or the Acquisition.

         (b)   Except as set forth on Schedule 3.06 and except with respect to
any other matters that, individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect, neither the Borrower nor any
of its Subsidiaries (i) has failed to comply with any Environmental Law or to
obtain, maintain or comply with any permit, license or other approval required
under any Environmental Law, (ii) has become subject to any Environmental
Liability, (iii) has received notice of any claim with respect to any
Environmental Liability or (iv) knows of any basis for any Environmental
Liability.

         (c)   Since the date of this Agreement, there has been no change in
the status of the matters disclosed on Schedule 3.06 that, individually or in
the aggregate, has resulted in, or materially increased the likelihood of, a
Material Adverse Effect.

         SECTION 3.07. Compliance with Laws and Agreements. Each of the Borrower
and its Subsidiaries is in compliance with all laws, regulations and orders of
any Governmental Authority applicable to it or its property (including without
limitation, the Cable Act, the Communications Act and the Copyright Act), and
all indentures, agreements and other instruments binding upon it or its

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<PAGE>
 
property, except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect. No
Default has occurred and is continuing.

         SECTION 3.08. Investment and Holding Company Status. Neither the
Borrower nor any of its Subsidiaries is (a) an "investment company" as defined
in, or subject to regulation under, the Investment Company Act of 1940 or (b) a
"holding company" as defined in, or subject to regulation under, the Public
Utility Holding Company Act of 1935.

         SECTION 3.09. Taxes. Each of the Borrower and its Subsidiaries has
timely filed or caused to be filed all tax returns and reports required to have
been filed and has paid or caused to be paid all Taxes required to have been
paid by it, except Taxes that are being contested in good faith by appropriate
proceedings and for which the Borrower or such Subsidiary, as applicable, has
set aside on its books adequate reserves, or except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.

         SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events for
which liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect. The aggregate present value of all
accumulated benefit obligations under all Plans (based on the assumptions used
for purposes of Statement of Financial Accounting Standards No. 87) did not, as
of the date of the most recent financial statements reflecting such amounts,
exceed by more than $1,000,000 the fair market value of the assets of such
Plans, and the present value of all accumulated benefit obligations of all
underfunded Plans (based on the assumptions used for purposes of Statement of
Financial Accounting Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed by more than
$1,000,000 the fair market value of the assets of all such underfunded Plans.

         SECTION 3.11. Disclosure. The Borrower has disclosed to the Lenders all
agreements, instruments and limited liability company, corporate or other
restrictions to which it or any of its Subsidiaries is subject, and all other
matters known to it, that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect. None of the reports, financial
statements, certificates or other information furnished by or on behalf of the
Borrower to any Agent or any Lender in connection with the negotiation of the
Loan Documents or delivered thereunder (as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits to
state any material fact necessary to make the statements therein, in the light
of the

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<PAGE>
 
circumstances under which they were made, not misleading; provided that, with
respect to projected financial information, the Borrower represents only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time.

         SECTION 3.12. Guarantors. The Subsidiary Guarantors (together with the
Borrower and any Related Entities in which Investments are permitted pursuant to
Section 6.04(i)), are all of the Parent Companies Subsidiaries, and each of the
Subsidiary Guarantors and the Borrower is a wholly owned Parent Companies
Subsidiary. Each of the Parent Companies and Capital Corporation is a wholly
owned Subsidiary of RMG.

         SECTION 3.13.  Collateral Documents.  Each of the representations and
warranties made by each of the Borrower and its Subsidiaries in the Collateral
Documents to which it is a party is true and correct.

         SECTION 3.14. Acquisition Documents. As of the Effective Date, each of
the representations and warranties made by each of the Borrower and its
Subsidiaries in the Acquisition Documents to which it is a party is true and
correct in all material respects.

         SECTION 3.15. Solvency. As of the Effective Date, after giving effect
to the transactions contemplated hereby to occur on the Effective Date, and on
the occasion of any extension of credit under this Agreement: (i) the aggregate
fair market value of the assets of each of the Borrower and its Subsidiaries
will exceed its liabilities (including contingent, subordinated, unmatured and
unliquidated liabilities), (ii) each of the Borrower and its Subsidiaries will
be able to pay its debts as they mature and (iii) each of the Borrower and its
Subsidiaries will not have unreasonably small capital for the business in which
it is engaged.

         SECTION 3.16. Interest Rate Protection Program. As of the Effective
Date, the Borrower has, at its sole cost and expense, entered into interest rate
protection agreements with respect to the interest rate payable on the Loans, on
terms and conditions previously disclosed to the Agents and the Lenders, and
such interest rate protection agreements are in full force and effect.



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<PAGE>
 
                                   ARTICLE 4

                                  CONDITIONS

         SECTION 4.01. Effective Date. The Effective Date hereunder shall occur
on the first date on which each of the following conditions is satisfied (or
waived in accordance with Section 9.02), it being understood that with respect
to the conditions set forth in clauses (e), (i) and (r), each Lender shall be
deemed to have determined that such conditions shall have been satisfied unless
the Syndication Agent shall have received notice from such Lender prior to the
Effective Date that such Lender does not consider such conditions to have been
satisfied (or, solely with respect to the conditions set forth in clauses (e),
the Lenders shall not have received any documents referred to therein):

         (a)   The Syndication Agent (or its counsel) and the Administrative
Agent shall have received from each party hereto a counterpart of this Agreement
signed on behalf of such party or written evidence satisfactory to the
Syndication Agent and the Administrative Agent (which may include telecopy
transmission of a signed signature page) that such party has signed a
counterpart of this Agreement.

         (b)   The Syndication Agent (or its counsel) and the Administrative
Agent shall have received (i) from each Parent Company a counterpart of the
Parent Companies Guarantee signed on behalf of such Parent Company or written
evidence satisfactory to the Syndication Agent and the Administrative Agent
(which may include telecopy transmission of a signed signature page) that such
party has signed a counterpart of such Parent Companies Guarantee, (ii) from
each party to each Effective Date Collateral Document a counterpart of such
Effective Date Collateral Document signed on behalf of such party or written
evidence satisfactory to the Syndication Agent and the Administrative Agent
(which may include telecopy transmission of a signed signature page) that such
party has signed a counterpart of such Effective Date Collateral Document and
(iii) duly executed financing statements on Form UCC-1 in quantity sufficient
for filing in all jurisdictions in which such filing is necessary or desirable
to perfect the Liens created by the Effective Date Collateral Documents.

         (c)   The Syndication Agent and the Administrative Agent shall have
received a favorable written opinion (addressed to the Agents and the Lenders
and dated the Effective Date) of (i) Dow, Lohnes & Albertson, PLLC, counsel for
the Obligors, substantially in the form of Exhibit H, (ii) Stone, Pigman,
Walther, Wittmann & Hutchinson, L.L.P., special Mississippi counsel for the
Obligors, substantially in the form of Exhibit I, (iii) Stone, Pigman, Walther,
Wittmann & Hutchinson, L.L.P., special Louisiana counsel for the Obligors,
substantially in the form of Exhibit J, (iv) Bass, Berry & Sims PLC, special
Tennessee counsel for

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<PAGE>
 
the Obligors, substantially in the form of Exhibit K and (v) Davis Polk &
Wardwell, special counsel for the Agents, substantially in the form of Exhibit
L, and each covering such other matters relating to the Obligors, the Loan
Documents or the Transactions as the Required Lenders shall reasonably request.
The Borrower hereby requests each of Dow, Lohnes & Albertson, PLLC, Stone,
Pigman, Walther, Wittmann & Hutchinson, L.L.P., and Bass, Berry & Sims PLC to
deliver such opinion.

         (d)   The Lenders shall have received all the financial statements
referred to in Sections 3.04(a) and 3.04(c).

         (e)   The Lenders shall have received an environmental report prepared
by Dames and Moore with respect to the Targets, the Borrower and its
Subsidiaries, in each case in form and substance reasonably satisfactory to the
Lenders.

         (f)   Each of the Syndication Agent and the Administrative Agent shall
have received evidence satisfactory to it that each Obligor is in compliance
with all laws, rules, regulations and orders of any Governmental Authority
applicable to it or its property (including, without limitation, the Cable Act,
the Communications Act, the Copyright Act and any Environmental Laws), except
for any failure to so comply which the Syndication Agent, in its reasonable
discretion, has determined to be immaterial.

         (g)   The Syndication Agent and the Administrative Agent shall have
received a certificate of a Financial Officer listing all real property owned or
leased by the Borrower and its Subsidiaries.

         (h)   The Syndication Agent and the Administrative Agent shall have
received a certificate of a Financial Officer, setting forth and opining as to
the reasonableness of the insurance programs maintained with respect to the
Targets, the Borrower and its Subsidiaries, all in form and substance reasonably
satisfactory to the Syndication Agent and the Administrative Agent.

         (i)   There shall be no actions, suits or proceedings by or before any
arbitrator or Governmental Authority pending against or threatened against or
affecting Parent Companies, the Borrower or any of their respective Subsidiaries
(i) as to which there is a reasonable possibility of an adverse determination
that, if adversely determined, could reasonably be expected, individually or in
the aggregate, to result in a Material Adverse Effect or (ii) that involve the
Loan Documents or the Transactions.

         (j)   (i) The aggregate amount of funds required by the Borrower with
respect to the Acquisition (including without limitation for the payment of
fees,

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<PAGE>
 
commissions and expenses) shall not exceed $312,000,000, and the sources and
uses of such funds (and the assumptions relating thereto) shall be as agreed
upon between the Borrower and the Syndication Agent prior to the Effective Date
and reflected in term sheets heretofore delivered to the Syndication Agent;
provided that any sources and uses of such funds (or assumptions relating
thereto) not described in or inconsistent with such term sheets shall be
reasonably satisfactory to the Syndication Agent; and (ii) prior to or
simultaneously with the initial Borrowings hereunder, the Borrower shall have
received net cash proceeds of (x) not less than $99,000,000 in the aggregate
from the issuance of its membership interests to Parent Companies, and (y) not
less than $100,000,000 (less fees payable in connection with the issuance of the
Senior Discount Notes) from Parent Companies' contribution of proceeds from the
issuance of the Senior Discount Notes.

         (k)   The Acquisition Documents shall be in full force and effect, the
Syndication Agent and the Administrative Agent shall have received a copy of
each Acquisition Document and each certificate, opinion of counsel or other
material writing delivered as a condition precedent to the consummation of the
Acquisition (and each such opinion shall be accompanied by a letter from the
Person delivering such opinion authorizing reliance thereon by the Agents and
the Lenders), and all consents, approvals, registrations, or other actions
required by the Purchase Agreement to be obtained, made or taken in connection
with the consummation of the Acquisition and the Transactions to be consummated
on the Effective Date (including without limitation any consents or approvals
required to be obtained from the management or members of the Borrower and any
consents, approvals, registrations or other actions required to be obtained
from, made with or taken by any Governmental Authority) shall have been
obtained, made or taken and shall be in full force and effect.

         (l)   Each of the Syndication Agent and the Administrative Agent shall
have received evidence satisfactory to it, which may include a certificate of
the Borrower, that (i) all conditions (including, without limitation, receipt of
FCC consent to the Borrower's assumption of the Social Contract and conditions
relating to number of subscribers and material consents) to the consummation of
the transactions contemplated by the Acquisition Documents to be consummated on
the Effective Date as set forth in the Acquisition Documents shall have been
satisfied or waived; provided that any condition to the Borrower's obligations
shall be waived only with the concurrence of the Syndication Agent and the
Administrative Agent (such concurrence not to be unreasonably withheld), (ii)
all such transactions contemplated by the Acquisition Documents will take place
prior to or simultaneously with the transactions contemplated hereby to take
place on the Effective Date (including without limitation the making of the Term
Loans) and (iii) the consummation of all such transactions and all transactions

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<PAGE>
 
contemplated hereby to take place on the Effective Date shall not violate any
applicable law or regulation (including without limitation any of the
Regulations of the Board, including Regulations G, U and X).

         (m)   Each of the Syndication Agent and the Administrative Agent
shall have received (i) evidence satisfactory to it that the Liens created by
the Collateral Documents constitute perfected first priority Liens on the
Collateral (subject only to Liens permitted thereby) and (ii) the written
consent of the Seller to the assignment by the Borrower of its rights and claims
under the Purchase Agreement as collateral under the Borrower Security
Agreement.

         (n)   The Syndication Agent and the Administrative Agent shall have
received a certificate, dated the Effective Date and signed by the President, a
Vice President or a Financial Officer of the Borrower, confirming compliance
with the conditions set forth in paragraphs (a), (b) and (c) of Section 4.02.

         (o)   The Agents shall have received all fees and other amounts due
and payable to the Lenders or the Agents on or prior to the Effective Date,
including, to the extent invoiced, reimbursement or payment of all out-of-pocket
expenses (including, without limitation, legal fees and expenses) required to be
reimbursed or paid by the Borrower hereunder.

         (p)   The Syndication Agent and the Administrative Agent shall have
received a certificate dated the Effective Date and signed by the President, a
Vice President or a Financial Officer of each of Renaissance Media (Louisiana)
LLC and Renaissance Media (Tennessee) LLC, and a certificate dated the Effective
Date and signed by the President, a Vice President or a Financial Officer of the
Borrower, each certifying that, after giving effect to the Acquisition, the
borrowings under this Agreement, the issuance of the Senior Discount Notes, the
equity contributions to the Borrower by Parent Companies and the other
transactions contemplated by the Loan Documents and the Acquisition Documents,
none of the Obligors (i) is insolvent or will be thereby rendered insolvent,
(ii) will be left with unreasonably small capital with which to engage in its
business, or (iii) will have incurred Indebtedness beyond its ability to pay all
of such Indebtedness as it matures.

         (q)   Each of the Syndication Agent and the Administrative Agent
shall have received such documents and certificates as such Agents or their
counsel may reasonably request relating to the organization, existence and good
standing of each Obligor, the solvency of each of the Borrower and Parent
Companies, the authorization of the Transactions and any other legal matters
relating to any of the foregoing, all in form and substance satisfactory to the
Syndication Agent and its counsel.

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<PAGE>
 
         (r)   The Lenders shall have determined (such determination to be
made in good faith) that no disruption or adverse change in the financial,
banking or capital markets has occurred since November 14, 1997 and is
continuing on the Effective Date, which disruption or change is material in
connection with the Loans hereunder or other transactions contemplated by this
Agreement.

         The Syndication Agent shall notify the Borrower, the Administrative
Agent and the Lenders of the Effective Date, and such notice shall be conclusive
and binding. Notwithstanding the foregoing, the obligations of the Lenders to
make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall
not become effective unless each of the foregoing conditions is satisfied (or
waived pursuant to Section 9.02) at or prior to 3:00 p.m., New York City time,
on the earlier to occur of (i) October 31, 1998 and (ii) the date (as it may be
extended from time to time) on which the Purchase Agreement terminates (and, in
the event such conditions are not so satisfied or waived, the Commitments shall
terminate at such time).

         SECTION 4.02. Each Credit Event. The obligation of each Lender to make
a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue,
amend, renew or extend any Letter of Credit, is subject to the satisfaction of
the following conditions:

         (a)   The Effective Date shall have occurred.

         (b)   The representations and warranties of the Obligors set forth in
the Loan Documents shall be true and correct on and as of the date of such
Borrowing or the date of issuance, amendment, renewal or extension of such
Letter of Credit, as applicable.

         (c)   At the time of and immediately after giving effect to such
Borrowing or the issuance, amendment, renewal or extension of such Letter of
Credit, as applicable, no Default shall have occurred and be continuing.

         Each Borrowing and each issuance, amendment, renewal or extension of a
Letter of Credit shall be deemed to constitute a representation and warranty by
the Borrower on the date thereof as to the matters specified in paragraphs (a),
(b) and (c) of this Section.

         It is understood that the provisions set forth in this Section do not
apply to any conversion or continuation of a Borrowing pursuant to Section 2.06.



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<PAGE>
 
                                   ARTICLE 5
                             
                             AFFIRMATIVE COVENANTS

         Until the Commitments have expired or been terminated and the principal
of and interest on each Loan and all fees and other amounts payable hereunder
shall have been paid in full and all Letters of Credit shall have expired or
terminated and all LC Disbursements shall have been reimbursed, the Borrower
covenants and agrees with the Lenders that:

         SECTION 5.01.  Financial Statements and Other Information.  The
Borrower will furnish to the Administrative Agent and each Lender:

         (a)   within 90 days after the end of each fiscal year of RMG, its
audited consolidated balance sheet and related statements of operations,
members' equity and cash flows as of the end of and for such year, setting forth
in each case in comparative form the figures for the previous fiscal year, all
reported on by Ernst & Young LLP or other independent public accountants of
recognized national standing (without a "going concern" or like qualification or
exception and without any qualification or exception as to the scope of such
audit) to the effect that such consolidated financial statements present fairly
in all material respects the financial condition and results of operations of
RMG and its Consolidated Subsidiaries on a consolidated basis in accordance with
GAAP consistently applied;

         (b)   within 45 days after the end of each of the first three fiscal
quarters of each fiscal year of RMG, its consolidated balance sheet and related
statements of operations, members' equity and cash flows as of the end of and
for such fiscal quarter and the then elapsed portion of the fiscal year, setting
forth in each case in comparative form the figures for the corresponding period
or periods of (or, in the case of the balance sheet, as of the end of) the
previous fiscal year, all certified by the chief financial officer or chief
accounting officer of RMG as presenting fairly in all material respects the
financial condition and results of operations of RMG and its Consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied, subject to normal year-end audit adjustments and the absence of
footnotes;

         (c)   within 30 days after the end of each month of RMG, its summary
consolidated balance sheet and related statements of operations, members' equity
and cash flows as of the end of and for such month and the then elapsed portion
of the fiscal year, setting forth in each case in comparative form the figures
for the corresponding period or periods of (or, in the case of the balance
sheet, as of the end of) the previous fiscal year, all certified by the chief
financial officer or chief

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<PAGE>
 
accounting officer of RMG as presenting fairly in all material respects the
financial condition and results of operations of RMG and its Consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied, subject to normal year-end audit adjustments and the absence of
footnotes;

         (d)   concurrently with any delivery of financial statements under
clause (a) or (b) above, a certificate of a Financial Officer (i) certifying as
to whether a Default has occurred and, if a Default has occurred, specifying the
details thereof and any action taken or proposed to be taken with respect
thereto, (ii) setting forth reasonably detailed calculations demonstrating
compliance with Sections 6.11 through 6.15, (iii) setting forth the Subscriber
Total as of the last day of the fiscal quarter of the Borrower most recently
ended and (iv) stating whether any change in GAAP or in the application thereof
has occurred since the date of the financial statements referred to in Section
3.04 and, if any such change has occurred, specifying the effect of such change
on the financial statements accompanying such certificate;

         (e)   concurrently with any delivery of financial statements under
clause (a) above, a certificate of the accounting firm that reported on such
financial statements stating whether they obtained knowledge during the course
of their examination of such financial statements of any Default (which
certificate may be limited to the extent required by accounting rules or
guidelines);

         (f)   promptly after the same become publicly available, copies of all
periodic and other reports, proxy statements and other materials filed by the
Borrower or any Subsidiary with the Securities and Exchange Commission, or any
Governmental Authority succeeding to any or all of the functions of said
Commission, or with any national securities exchange, or distributed by the
Borrower to its members generally, as the case may be;

         (g)   prior to the end of each fiscal year of the Borrower, copies of
operating budgets for the next fiscal year and any succeeding fiscal years, as
prepared from time to time by the management of the Borrower for internal use;

         (h)   promptly following the delivery thereof to the Borrower or its
management, a copy of any management letter or written report by independent
public accountants with respect to the policies and procedures of the Borrower
and its Subsidiaries that notes a "reportable condition"; and

         (i)   promptly following any request therefor, such other information
regarding the operations, business affairs and financial condition of the
Borrower

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<PAGE>
 
or any Subsidiary, or compliance with the terms of the Loan Documents, as the
Agents or any Lender may reasonably request.

         SECTION 5.02. Notices of Material Events. The Borrower will furnish to
the Administrative Agent and each Lender prompt written notice of the following:

         (a)   the occurrence of any Default;

         (b)   the filing or commencement of any action, suit or proceeding by
or before any arbitrator or Governmental Authority against or affecting any
Obligor that, if adversely determined, could reasonably be expected to result in
a Material Adverse Effect;

         (c)   the occurrence of any ERISA Event that, alone or together with
any other prior ERISA Events that have occurred, could reasonably be expected to
give rise to any liability of the Borrower and its Subsidiaries in an aggregate
amount exceeding $2,000,000; and

         (d)   any other development that results in, or could reasonably be
expected to result in, a Material Adverse Effect.

         Each notice delivered under this Section shall be accompanied by a
statement of a Financial Officer or other executive officer of the Borrower
setting forth the details of the event or development requiring such notice and
any action taken or proposed to be taken with respect thereto.

         SECTION 5.03. Existence; Conduct of Business. The Borrower will, and
will cause each of its Subsidiaries to, do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence and, except to the extent the failure to do so could not reasonably be
expected to result in a Material Adverse Effect, the rights, licenses, permits,
privileges and Franchises (including, without limitation, FCC Licenses and any
licenses, permits or authorizations under the Cable Act or the Communications
Act) material to the conduct of its business; provided that the foregoing shall
not prohibit any disposition of assets, merger, consolidation, liquidation or
dissolution permitted under Section 6.03.

         SECTION 5.04. Payment of Obligations. The Borrower will, and will cause
each of its Subsidiaries to, pay its obligations, including liabilities for
Taxes, that, if not paid, could result in a Material Adverse Effect before the
same shall become delinquent or in default, except where (a) the validity or
amount thereof is being contested in good faith by appropriate proceedings, (b)
the Borrower or such Subsidiary has set aside on its books adequate reserves
with

                                      75

<PAGE>
 
respect thereto in accordance with GAAP and (c) the failure to make payment
pending such contest could not reasonably be expected to result in a Material
Adverse Effect.

         SECTION 5.05. Maintenance of Properties; Insurance. The Borrower will,
and will cause each of its Subsidiaries to, (a) keep and maintain all property
material to the conduct of its business in good working order and condition,
ordinary wear and tear excepted, and (b) maintain, with financially sound and
reputable insurance companies, insurance in such amounts and against such risks
(including without limitation comprehensive general liability insurance, workers
compensation insurance, product liability insurance, business interruption
insurance and environmental insurance) as are customarily maintained by
companies engaged in the same or similar businesses operating in the same or
similar locations.

         SECTION 5.06. Books and Records; Inspection Rights. The Borrower will,
and will cause each of its Subsidiaries to, keep proper books of record and
account established and maintained in accordance with GAAP in which full, true
and correct entries are made in accordance with GAAP of all dealings and
transactions in relation to its business and activities required to be reflected
by GAAP. The Borrower will, and will cause each of its Subsidiaries to, permit
any representatives designated by the Administrative Agent or any Lender, upon
reasonable prior notice, to visit and inspect its properties, to examine and
make extracts from its books and records, and to discuss its affairs, finances
and condition with its officers and independent accountants, all at such
reasonable times and as often as reasonably requested, and all in a manner so as
not to unreasonably interfere with the Borrower's business and operations.

         SECTION 5.07. Compliance with Laws and Contracts. (a) The Borrower
will, and will cause each of its Subsidiaries to, comply with all laws, rules,
regulations and orders of any Governmental Authority applicable to it or its
property (including, without limitation, the Cable Act, the Communications Act,
the Copyright Act and any Environmental Laws), except where the failure to do
so, individually or in the aggregate, could not reasonably be expected to result
in a Material Adverse Effect.

         (b) The Borrower will, and will cause each of its Subsidiaries to
comply with all provisions of all material contracts to which the Borrower or
such Subsidiary, as the case may be, is a party, except where the Borrower
determines in good faith that failure to comply with any such contract (x) is in
the Borrower's best interest and (y) will not, individually or in the aggregate,
result in a Material Adverse Effect.

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<PAGE>
 
         (c) Within 30 days of the execution of this Agreement and the other
Loan Documents, the Borrower will file, or cause to be filed, with the FCC a
copy of this Agreement and each other Loan Document required to be filed with
the FCC, and confirm in writing to the Administrative Agent that such copies
have been duly and timely filed.

         SECTION 5.08. Use of Proceeds and Letters of Credit. The proceeds of
the Term Loans and the Revolving Loans made on the Effective Date will be used
only (i) to consummate the Acquisition and (ii) to pay related fees and
expenses. The proceeds of the Revolving Loans made on any date after the
Effective Date will be used only (i) to finance Consolidated Capital
Expenditures and Permitted Acquisitions permitted hereunder, and (ii) for
general corporate purposes (including without limitation the making of
intercompany loans to Subsidiaries, the proceeds of which loans will be used by
such Subsidiaries for working capital purposes). No part of the proceeds of any
Loan will be used, whether directly or indirectly, for any purpose that entails
a violation of any of the Regulations of the Board, including Regulations G, U
and X. Letters of Credit will be issued only to support obligations of the
Borrower and its Subsidiaries incurred in the ordinary course of business and
will not be used, whether directly or indirectly, for any purpose that entails a
violation of any of the Regulations of the Board, including Regulations G, U and
X.

         SECTION 5.09. Further Assurances. (a) The Borrower will, and will cause
each Subsidiary to, at the Borrower's sole cost and expense, do, execute,
acknowledge and deliver all such further acts, deeds, conveyances, mortgages,
assignments, notices of assignment and transfers as the Administrative Agent
shall from time to time reasonably request, which may be necessary or desirable
(in the reasonable judgment of the Administrative Agent or the Required Lenders)
from time to time to assure, perfect, convey, assign and transfer to the
Administrative Agent the property and rights conveyed or assigned pursuant to
the Collateral Documents.

         (b)   The Borrower will:

                 (i)  cause each Person which becomes a Parent Companies
         Subsidiary or a wholly owned Subsidiary of the Borrower after the
         Effective Date to (x) become a party to the Subsidiary Guarantee as
         guarantor by executing the Subsidiary Guarantee or a supplement thereof
         in form and substance reasonably satisfactory to the Administrative
         Agent, (y) enter into a security agreement, substantially in the form
         of Exhibit F, and any other agreements, each in form and substance
         satisfactory to the Administrative Agent, as may be necessary or
         desirable in order to grant perfected first priority security interests
         to the same extent as provided in

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<PAGE>
 
         Exhibit F (subject only to Liens permitted thereby) upon all of its
         assets to secure its obligations under the Subsidiary Guarantee and (z)
         enter into a pledge agreement, substantially in the form of Exhibit E,
         and any other agreements, each in form and substance satisfactory to
         the Administrative Agent, as may be necessary or desirable in order to
         grant perfected first priority security interests to the same extent as
         provided in Exhibit E (subject only to Liens permitted thereby) upon
         all of the capital stock and other equity interests owned by it (if
         any) to secure its obligations under the Subsidiary Guarantee; and

                 (ii)  pledge, or cause to be pledged, pursuant to the Borrower
         Pledge Agreement (or another pledge agreement, substantially in the
         form of Exhibit B) all of the capital stock or other equity interests
         owned directly or indirectly by the Borrower of (A) any Person
         described in clause (i) above or (B) any joint venture in which the
         Borrower or any Subsidiary has an ownership interest.

         The Borrower shall cause each Person described in clauses (i) or (ii)
above to take such actions as may be necessary or desirable to effect the
foregoing within 30 days after such Person becomes a Parent Companies Subsidiary
or a wholly owned Subsidiary of the Borrower, as the case may be, including
without limitation causing such Person to (1) execute and deliver to the
Administrative Agent such number of copies as the Administrative Agent may
specify of such supplements and security and pledge agreements and other
documents creating security interests and (2) deliver such certificates,
evidences of company action or other documents as the Administrative Agent may
reasonably request, all in form and substance reasonably satisfactory to the
Administrative Agent, relating to the satisfaction of the Borrower's obligations
under this Section.

         (c) At any time, and from time to time, after the Effective Date, if a
Default has occurred and is continuing and the Required Lenders so request, the
Borrower will, and will cause each of its Subsidiaries to:

                 (i)  execute and deliver a Mortgage and such other security
         documents as may be reasonably necessary, or as the Administrative
         Agent may reasonably request, to subject all real property then owned
         or leased by the Borrower or any of its Subsidiaries (or any portion
         thereof, as requested by the Required Lenders) to a first Lien securing
         Indebtedness under the Loan Documents (subject only to Liens permitted
         thereby); provided that (x) if any such Mortgage or security documents
         relate to real property located in Tennessee, it is understood that any
         recording tax payable in connection with the creation of such first
         Lien shall be based on the fair market value of the real property
         subject to such

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<PAGE>
 
         Mortgage; and (y) with respect to any leased real property subject to a
         lease that prohibits the execution and delivery of a Mortgage, the
         Borrower and its Subsidiaries will use all commercially reasonable
         efforts to obtain a waiver of such prohibition, and, if such
         prohibition is not waived, shall not be obligated to execute and
         deliver a Mortgage.

                 (ii)  deliver, or cause to be delivered, to the Agents a
         favorable written opinion of special real estate counsel for the
         Obligors or the Administrative Agent in each state in which property
         subject to a Mortgage is located, in a form reasonably acceptable to
         the Administrative Agent; and

                 (iii) deliver, or cause to be delivered, to the Administrative
         Agent, with respect to each property subject to a Mortgage, (x) an ALTA
         extended coverage lender's policy of title insurance, in such amounts
         as the Administrative Agent shall reasonably request, insuring the
         Mortgage of such property as a valid, enforceable first Lien on the
         Borrower's interest in such property as defined in and subject to such
         Mortgage (or "marked-up" title commitment for such policy dated
         effective as of the date of such Mortgage) subject only to Permitted
         Encumbrances and to such other exceptions as are reasonably
         satisfactory to the Administrative Agent, (y) for each policy referred
         to in clause (x), a title commitment for such policy together with
         legible (or best available) copies of all documents affecting title,
         which shall show all recording information and (z) a survey with
         respect to such property in form and substance reasonably satisfactory
         to a title insurance company reasonably satisfactory to the
         Administrative Agent. Each policy delivered by the Borrower pursuant to
         clause (x), including each of the exceptions to coverage contained
         therein (other than Permitted Encumbrances), shall be subject to the
         reasonable approval of the Administrative Agent, and shall be issued by
         a title insurance company reasonably satisfactory to the Administrative
         Agent. Attached to each such policy shall be any and all endorsements
         reasonably required by the Administrative Agent and reasonably
         available in the state in which such property is located, including (i)
         a comprehensive endorsement (ALTA 9 or equivalent) covering
         restrictions and other matters, (ii) a 3.1 form of zoning endorsement,
         (iii) an endorsement ensuring that the Lien of the Mortgage with
         respect to which the policy is issued is valid against any applicable
         usury laws in the state in which the property subject to such Mortgage
         is located, (iv) an endorsement ensuring that such property has access
         to a dedicated public street, (v) a revolving credit endorsement, (vi)
         a contiguity endorsement, (vii) a survey and "same as" endorsement,
         (viii)

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<PAGE>
 
         an endorsement deleting the so-called "doing business" exclusion and
         (ix) a "tie-in" endorsement.

         SECTION 5.10. Year 2000 Compliance. The Borrower shall take all action
necessary to ensure that the computer based systems of the Borrower and its
Subsidiaries are able to operate and effectively process data including dates on
or after January 1, 2000. At the request of the Administrative Agent, the Parent
shall provide assurance reasonably acceptable to the Administrative Agent of the
year 2000 compatibility of the Borrower and its Subsidiaries.



                                   ARTICLE 6
                              NEGATIVE COVENANTS

         Until the Commitments have expired or terminated and the principal of
and interest on each Loan and all fees and other amounts payable hereunder have
been paid in full and all Letters of Credit have expired or terminated and all
LC Disbursements shall have been reimbursed, the Borrower (and, for purposes of
Section 6.16, each of RMG and the Parent Companies) covenants and agrees with
the Lenders that:

         SECTION 6.01.  Indebtedness.  The Borrower will not, and will not
permit any Subsidiary to, create, incur, assume or permit to exist any
Indebtedness, except:

         (a) Indebtedness created hereunder;

         (b) Indebtedness existing on the date hereof and set forth in Schedule
6.01, but not any extensions, renewals or replacements of any such Indebtedness;

         (c) Indebtedness of the Borrower to any Subsidiary and of any
Subsidiary to the Borrower or any other Subsidiary;

         (d) Guarantees by the Borrower of Indebtedness of any Subsidiary and
by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary;

         (e) Indebtedness of the Borrower or any Subsidiary incurred to finance
the acquisition, construction or improvement of any fixed or capital assets,
including Capital Lease Obligations and any Indebtedness assumed in connection
with the acquisition of any such assets or secured by a Lien on any such assets

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<PAGE>
 
prior to the acquisition thereof, and extensions, renewals and replacements of
any such Indebtedness that do not increase the outstanding principal amount
thereof; provided that (i) such Indebtedness is incurred prior to or within 90
days after such acquisition or the completion of such construction or
improvement and (ii) the aggregate principal amount of Indebtedness permitted by
this clause (e) shall not exceed $5,000,000 at any time outstanding;

         (f) Indebtedness of any Person that becomes a Subsidiary after the
date hereof; provided that such Indebtedness exists at the time such Person
becomes a Subsidiary and is not created in contemplation of or in connection
with such Person becoming a Subsidiary;

         (g) other unsecured Indebtedness in an aggregate principal amount not
exceeding $10,000,000 at any time outstanding; provided that the aggregate
principal amount of Indebtedness of the Borrower's Subsidiaries permitted by
this clause (g) shall not exceed $1,000,000 at any time outstanding; and

         (h) other unsecured, subordinated Indebtedness; provided that such
Indebtedness (i) is incurred for the sole purpose of financing the Time Warner
Put, (ii) requires no payment of principal prior to, and has a maturity date no
earlier than, October 10, 2007 and (iii) is expressly subordinated in right of
payment at maturity, upon acceleration or otherwise by the instrument creating
such Indebtedness to the obligations of the Obligors under the Loan Documents on
terms and conditions no less favorable to the Lenders than those set forth in
Exhibit M.

         SECTION 6.02. Liens. The Borrower will not, and will not permit any
Subsidiary to, create, incur, assume or permit to exist any Lien on any property
or asset now owned or hereafter acquired by it, or assign or sell any income or
revenues (including accounts receivable) or rights in respect of any thereof,
except:

         (a)  Permitted Encumbrances;

         (b)  any Lien on any property or asset of the Borrower or any
Subsidiary existing on the date hereof and set forth in Schedule 6.02; provided
that (i) such Lien shall not apply to any other property or asset of the
Borrower or any Subsidiary and (ii) such Lien shall secure only those
obligations which it secures on the date hereof and extensions, renewals and
replacements thereof that do not increase the outstanding principal amount
thereof;

         (c)  any Lien existing on any property or asset prior to the
acquisition thereof by the Borrower or any Subsidiary or existing on any
property or asset of

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<PAGE>
 
any Person that becomes a Subsidiary after the date hereof prior to the time
such Person becomes a Subsidiary; provided that (i) such Lien is not created in
contemplation of or in connection with such acquisition or such Person becoming
a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other
property or assets of the Borrower or any Subsidiary, (iii) such Lien shall
secure only those obligations which it secures on the date of such acquisition
or the date such Person becomes a Subsidiary, as the case may be and extensions,
renewals and replacements thereof that do not increase the outstanding principal
amount thereof and (iv) the aggregate principal amount of Indebtedness secured
by all Liens permitted to exist pursuant to this clause (c) does not exceed
$5,000,000 at any time outstanding and is otherwise permitted by clause (f) of
Section 6.01;

         (d) Liens on fixed or capital assets acquired, constructed or improved
by the Borrower or any Subsidiary; provided that (i) such security interests
secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security
interests and the Indebtedness secured thereby are incurred prior to or within
90 days after such acquisition or the completion of such construction or
improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the
cost of acquiring, constructing or improving such fixed or capital assets and
(iv) such security interests shall not apply to any other property or assets of
the Borrower or any Subsidiary;

         (e) judgment Liens in existence less than 30 days after the entry
thereof or with respect to which execution has been stayed so long as the
aggregate amount of all such judgments at any time does not exceed $5,000,000;
and

         (f) Liens not otherwise permitted by the foregoing clauses of this
Section securing Indebtedness in an aggregate principal or face amount at any
time outstanding not to exceed $5,000,000.

         SECTION 6.03. Fundamental Changes; Asset Sales. (a) The Borrower will
not, and will not permit any Subsidiary to, merge into or consolidate with any
other Person, or permit any other Person to merge into or consolidate with it,
or (except as expressly permitted under paragraph (c) of this Section) sell,
transfer, lease or otherwise dispose of (in one transaction or in a series of
transactions) all or any substantial part of the consolidated assets of the
Borrower and its Subsidiaries (in each case, whether now owned or hereafter
acquired), or liquidate or dissolve, except that, if at the time thereof and
immediately after giving effect thereto no Default shall have occurred and be
continuing (i) any Person may merge into the Borrower in a transaction in which
the Borrower is the surviving company, (ii) any Person may merge into any
Subsidiary in a transaction in which the surviving entity is a Subsidiary
Guarantor, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose
of its assets to the Borrower or to a Subsidiary

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<PAGE>
 
Guarantor and (iv) any Subsidiary may liquidate or dissolve if the Borrower
determines in good faith that such liquidation or dissolution is in the best
interests of the Borrower and is not materially disadvantageous to the Lenders;
provided that any such merger involving a Person that is not a wholly owned
Subsidiary immediately prior to such merger shall not be permitted unless also
permitted by Section 6.04.

         (b) The Borrower will not, and will not permit any of its Subsidiaries
to, engage to any material extent in any business other than businesses of the
type conducted by the Borrower and its Subsidiaries on the date of execution of
this Agreement and businesses related, ancillary and complementary thereto.

         (c) The Borrower will not, and will not permit any of its Subsidiaries
to, make (i) without the prior written consent of the Required Lenders, any
Asset Sale that would constitute a disposition of all or substantially all of
the assets comprising any Major System, in any transaction or related series of
transactions, or (ii) any other Asset Sale, other than (A) an Asset Sale the
fair market value of which, when combined with all other such Asset Sales
(excluding (i) Permitted Asset Swaps, (ii) Deferred Reinvestment Swaps and (iii)
any other Asset Sale to the extent the Net Cash Proceeds thereof received by the
Borrower or any Subsidiary have been reinvested within 365 days of such Asset
Sale in productive assets of a kind used or usable in the business of the
Borrower or such Subsidiary) previously made since the date of this Agreement in
reliance on this clause, does not exceed $20,000,000, (B) Permitted Asset Swaps
and (C) Deferred Reinvestment Swaps. The Borrower will not, and will not permit
any of its Subsidiaries to, make any Asset Sale, other than a Permitted Asset
Swap, unless at least 75% of the consideration received in connection therewith
consists of cash payable at the closing thereof.

         SECTION 6.04. Investments, Loans, Advances, Guarantees and
Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries
to, purchase, hold or acquire (including pursuant to any merger with any Person
that was not a wholly owned Subsidiary prior to such merger) any capital stock,
evidences of indebtedness or other securities (including any option, warrant or
other right to acquire any of the foregoing) of, make or permit to exist any
loans or advances to, Guarantee any obligations of, or make or permit to exist
any investment or any other interest in, any other Person, or purchase or
otherwise acquire (in one transaction or a series of transactions) any assets of
any other Person constituting a business unit (any of the foregoing, an
"Investment"), except:

         (a)  Permitted Investments;

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         (b)  investments by the Borrower existing on the date hereof in the
capital stock or other equity securities of its Subsidiaries;

         (c)  loans or advances made by the Borrower to any Subsidiary, in an
aggregate principal amount for all Subsidiaries which are not wholly owned not
to exceed $5,000,000 at any one time outstanding, and made by any Subsidiary to
the Borrower or any other Subsidiary;

         (d)  Guarantees constituting Indebtedness permitted by Section 6.01;

         (e)  the Acquisition;

         (f)  Permitted Acquisitions (including Acquisition Deposits);

         (g)  loans or advances made or maintained by the Borrower to any
employee of the Borrower in the ordinary course of business, in an aggregate
principal amount for all such loans not to exceed $500,000 at any one time
outstanding;

         (h)  Deferred Investment Deposits; and

         (i)  Investments in any Related Entity; provided that after giving
effect to such Investment, the aggregate Net Investment Amounts of all
Investments in Related Entities pursuant to this clause (i) do not exceed
$7,500,000 at any one time. "Net Investment Amount" means, with respect to any
Investment in a Related Entity, an amount (not less than zero) equal to the book
value of such Investment when made or acquired (or, in the case of any Related
Entity that was formerly a wholly owned Subsidiary, when such Related Entity
ceased to be a wholly owned Subsidiary) net of (A) any returns of capital to the
Person making such Investment and (B) proceeds received from a Person other than
the Borrower or its Subsidiaries upon disposition of such Investment.

         SECTION 6.05. Hedging Agreements. The Borrower will not, and will not
permit any of its Subsidiaries to, enter into any Hedging Agreement, other than
(i) the Hedging Agreements entered into on or before the Effective Date and
referred to in Section 3.16, and (ii) Hedging Agreements entered into in the
ordinary course of business to hedge or mitigate risks to which the Borrower or
any Subsidiary is exposed in the conduct of its business or the management of
its liabilities.

         SECTION 6.06.  Restricted Payments; Voluntary Payments.  (a) The
Borrower will not, and will not permit any of its Subsidiaries to, declare or
make, or agree to pay or make, directly or indirectly, any Restricted Payment,
except (i)

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<PAGE>
 
the Borrower may declare and pay dividends or distributions with respect to its
equity securities payable solely in additional equity securities of the
Borrower, (ii) so long as no Default has occurred and is continuing or would
occur immediately after giving effect thereto, the Borrower may declare and pay
dividends or distributions with respect to its equity securities in cash in an
aggregate amount after the Effective Date not to exceed the excess of (A)
Borrower Consolidated EBITDA over (B) 130% of Company Total Interest Expense, in
each case, determined on a cumulative basis during the period (taken as one
accounting period) beginning on the first day of the fiscal quarter immediately
following the Effective Date and ending on the last day of the most recently
ended fiscal quarter prior to the date of such Restricted Payment for which the
Borrower has delivered to the Administrative Agent and the Lenders the financial
statements required to be delivered by the Borrower pursuant to Section 5.01(a)
or 5.01(b), (iii) Subsidiaries may declare and pay dividends or distributions
ratably with respect to their equity securities, (iv) the Borrower may make
Restricted Payments pursuant to and in accordance with option plans or other
benefit plans for management or employees of the Borrower and its Subsidiaries
in an aggregate amount not to exceed $2,500,000 during the term of this
Agreement, (v) the Borrower may purchase equity securities of the Borrower or
RMH (and/or, if applicable, any limited liability company that directly holds
limited liability company interests of RMH), from any employee of the Borrower
in connection with the termination of such employee's employment, so long as the
aggregate amount paid in respect of such purchases during the term of this
Agreement does not exceed $2,500,000, (vi) so long as no Default has occurred
and is continuing or would occur immediately after giving effect thereto, the
Borrower may declare and pay dividends or distributions to Parent Companies (or,
if applicable, to any wholly owned Parent Companies Subsidiary that holds equity
securities of the Borrower) solely at such times and in such amounts as required
to pay interest on Indebtedness of the Parent Companies, (vii) so long as it is
treated as a partnership for United States federal, state or local income tax
purposes, the Borrower may declare and pay dividends or distributions to Parent
Companies solely at such times and in such amounts as required to permit the
payment of taxes by Parent Companies on (or, if applicable, by such Parent
Companies Subsidiary) their distributive shares of income of the Borrower, net
of their distributive shares of losses of the Borrower, (viii) the Borrower may
declare and pay dividends or distributions to Parent Companies solely (or, if
applicable, to any wholly owned Parent Companies Subsidiary that holds equity
securities of the Borrower) at such times and in such amounts as required to
permit payment of reasonable corporate overhead that would otherwise be incurred
by the Borrower, (ix) so long as no Default has occurred and is continuing or
would occur immediately after giving effect thereto, the Borrower may declare
and pay dividends or distributions to Parent Companies (or, if applicable, to
any wholly owned Parent Companies Subsidiary that holds equity securities of the
Borrower) to effect the return of

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<PAGE>
 
Equity-Funded Acquisition Deposits in respect of terminated proposed
acquisitions and (x) so long as no Default has occurred and is continuing or
would occur immediately after giving effect thereto, the Borrower may declare
and pay dividends or distributions to Parent Companies (or, if applicable, to
any wholly owned Parent Companies Subsidiary that holds equity securities of the
Borrower) solely at such times and in such amounts as required to fund the
purchase of the Seller's limited liability company interests of RMH pursuant to
the exercise of the Time Warner Put.

         (b)  The Borrower will not, and will not permit any of its Subsidiaries
to, directly or indirectly, optionally redeem, retire, purchase, acquire,
defease or otherwise make any payment, other than required interest payments, in
respect of any Indebtedness which is subordinated in right of payment to the
Indebtedness of the Borrower or such Subsidiary under the Loan Documents.

         SECTION 6.07. Transactions with Affiliates. The Borrower will not, and
will not permit any of its Subsidiaries to, sell, lease or otherwise transfer
any property or assets to, or purchase, lease or otherwise acquire any property
or assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except (a) at prices and on terms and conditions not less favorable
to the Borrower or such Subsidiary than could be obtained on an arm's-length
basis from unrelated third parties, (b) transactions between or among the
Borrower and its wholly owned Subsidiaries not involving any other Affiliate,
(c) any Restricted Payment permitted by Section 6.06, (d) the payment of
reasonable and customary regular fees to directors of RMG who are not employees
of RMG, (e) any payments or other transactions pursuant to any tax-sharing
agreement between RMG and any other Person with which RMG files a consolidated
tax return or with which RMG is part of a consolidated group for tax purposes,
(f) programming agreements, marketing and promotional agreements, equipment
agreements and agreements for other goods or services related to the business of
the Renaissance Companies entered into in the ordinary course of business by RMG
or its Subsidiaries and the Seller or its Affiliates, (g) so long as no Default
has occurred and is continuing, the payment of fees to Morgan Stanley & Co.
Incorporated or its Affiliates for financial, consulting or investment banking
services that the Board of Representatives of RMH deems to be advisable or
appropriate (including, without limitation, the payment of any underwriting
discounts or commissions or placement agency fees in connection with the
issuance and sale of securities).

         SECTION 6.08. Restrictive Agreements. The Borrower will not, and will
not permit any of its Subsidiaries to, directly or indirectly, enter into, incur
or permit to exist any agreement or other arrangement that prohibits, restricts
or imposes any condition upon (a) the ability of the Borrower or any Subsidiary
to

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<PAGE>
 
create, incur or permit to exist any Lien upon any of its property or assets or
perform any of its obligations under Section 5.09, or (b) the ability of any
Subsidiary to pay dividends or other distributions with respect to its equity
securities or to make or repay loans or advances to the Borrower or any other
Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary;
provided that (i) the foregoing shall not apply to restrictions and conditions
imposed by law or by this Agreement, (ii) the foregoing shall not apply to
restrictions and conditions existing on the date hereof identified on Schedule
6.08 (but shall apply to any extension or renewal of, or any amendment or
modification expanding the scope of, any such restriction or condition), (iii)
the foregoing shall not apply to customary restrictions and conditions contained
in stock or asset sale agreements pending such sale, provided such restrictions
and conditions apply only to the stock or assets to be sold and such sale is
permitted hereunder, (iv) clause (a) of the foregoing shall not apply to
restrictions or conditions imposed by any agreement relating to secured
Indebtedness permitted by this Agreement if such restrictions or conditions
apply only to the property or assets securing such Indebtedness and (v) clause
(a) of the foregoing shall not apply to customary provisions in leases,
Franchises, FCC Licenses or other similar agreements restricting the assignment
thereof.

         SECTION 6.09.  Modification of Certain Documents.  Without the consent
of the Required Lenders, the Borrower will not, and will not permit any of its
Subsidiaries to:

         (i) consent to or solicit or enter into any amendment or supplement
to, or any waiver or other modification of, the Purchase Agreement or other
Acquisition Documents, or agreements between or among the Borrower, any of its
Subsidiaries and Parent Companies, or the certificate of formation, limited
liability company agreement or other charter documents of the Borrower or any of
its Subsidiaries, which amendment, supplement, waiver or modification, as the
case may be, would impair materially the benefit to, or materially increase the
obligation of, the Borrower or any of its Subsidiaries under such agreement or
arrangements or (ii) consent to or solicit or enter into any amendment or
supplement to, or any waiver or other modification of, any agreement or
instrument governing the terms of any Indebtedness which by its terms is
expressly subordinated in right of payment to the Loans and the reimbursement
obligations with respect to LC Disbursements; provided that in the case of any
agreement or instrument subject to this clause (ii) other than intercreditor
agreements and security agreements, such consent of the Required Lenders shall
be required only to the extent such amendment, supplement, waiver or
modification, as the case may be, would impair materially the benefit to the
Borrower, any of its Subsidiaries or the Lenders of such agreement or
arrangements.

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<PAGE>
 
         SECTION 6.10. Accounting Changes. The Borrower will not change its
fiscal year from a fiscal year ending December 31, and its fiscal year will end
on the same date as Parent Companies' fiscal year. The Borrower will not adopt
any non-mandatory change in GAAP or the application thereof without 30 days'
prior notice to the Lenders, accompanied, in the case of any material change, by
evidence of concurrence in such change by the public accounting firm regularly
employed by the Borrower.

         SECTION 6.11.  Capital Expenditure; Permitted Acquisitions. (a) For any
fiscal year of the Borrower, Consolidated Capital Expenditures (excluding
Permitted Special Capital Expenditures) will not exceed $10,000,000.

         (b) The aggregate amount of Permitted Acquisitions (excluding Permitted
Asset Swaps and Deferred Asset Swaps) made after the Effective Date shall not
exceed an amount equal to 15% of consolidated assets (calculated on a book value
basis) of the Borrower (calculated as of the consummation date of each Permitted
Acquisition, before giving effect to such Permitted Acquisition), unless
otherwise agreed by the Required Lenders.

         (c) If any property (other than real property) acquired or constructed
by the Borrower or any wholly owned Subsidiary after the date hereof is not
subject to the Lien of the Collateral Documents, the Borrower or such Subsidiary
will execute and deliver such security documents as may be necessary, or as the
Administrative Agent may reasonably request, to subject such property to such a
Lien to the same extent as assets under the Borrower Security Agreement (subject
only to Liens permitted thereby). If any real property acquired by the Borrower
or any Subsidiary after the date hereof is not subject to the Lien of the
Collateral Documents, and a Default has occurred and is continuing, the Borrower
or such Subsidiary will, at the request of the Required Lenders, execute and
deliver a Mortgage of such property and such other security documents as may be
necessary, or as the Administrative Agent may reasonably request, to subject
such real property to such a Lien to the same extent as assets under the
Borrower Security Agreement (subject only to Liens permitted thereby).

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<PAGE>
 
         SECTION 6.12. Adjusted Consolidated Senior Leverage Ratio. At any time
during any period set forth below, the Adjusted Consolidated Senior Leverage
Ratio will not exceed the ratio set forth below opposite such period:


                             Period                             Ratio
                             ------                             ----- 
                 Effective Date - March 31, 1999                5.5:1
                 April 1, 1999 - March 31, 2000                5.25:1
                 April 1, 2000 - March 31, 2001                 5.0:1
                 April 1, 2001 - March 31, 2002                4.75:1
                 April 1, 2002 - March 31, 2003                4.25:1
                 April 1, 2003 - March 31, 2004                3.75:1
                 April 1, 2004 - March 31, 2005                 3.5:1
                 On or after April 1, 2005                      3.0:1 


         SECTION 6.13.  Combined Total Leverage Ratio. At any time on or after
April 1, 2003, the Combined Total Leverage Ratio will not exceed 7.0:1.

         SECTION 6.14. Combined Interest Coverage Ratio. At the last day of any
fiscal quarter of the Borrower ending during any period set forth below, the
Combined Interest Coverage Ratio will not be less than the ratio set forth below
opposite such period:

                             Period                             Ratio
                             ------                             ----- 
                 Effective Date - March 31, 2003                2.0:1 
                 April 1, 2003 - March 31, 2004                 1.5:1 
                 April 1, 2004 - March 31, 2005                1.75:1 
                 On or after April 1, 2005                      2.0:1


         SECTION 6.15. Combined Fixed Charge Coverage Ratio. At the last day of
any fiscal quarter of the Borrower ending during any period set forth below, the
Combined Fixed Charge Coverage Ratio will not be less than the ratio set forth
below opposite such period:


                             Period                             Ratio
                             ------                             ----- 
                 Effective Date - March 31, 2003               1.25:1
                 On or after April 1, 2003                      1.0:1


         SECTION 6.16. Limitation on Activities by RMG and Parent Companies. RMG
shall not engage in any business or conduct any activity or own any assets,
other than (i) the holding, directly or indirectly, of the investments in the
Parent

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Companies, Capital Corporation and any holding companies through which such
investments in the Parent Companies and Capital Corporation may be held, (ii)
the performance of the Loan Documents, the Indenture, its limited liability
company agreements and other operating documents, and instruments evidencing
indebtedness not prohibited hereunder, in each case in accordance with the terms
thereof and (iii) the performance of ministerial activities incidental thereto.
Parent Companies shall not engage in any business or conduct any activity or own
any assets, other than (i) the holding, directly or indirectly, of the
investments in the Borrower, (ii) the performance of the Loan Documents, the
Indenture, their limited liability company agreements and other operating
documents, and instruments evidencing indebtedness not prohibited hereunder, in
each case in accordance with the terms thereof and (iii) the performance of
ministerial activities incidental thereto.



                                   ARTICLE 7
                               EVENTS OF DEFAULT

         If any of the following events ("Events of Default") shall occur:

         (a) the Borrower shall fail to pay any principal of any Loan or any
reimbursement obligation in respect of any LC Disbursement when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed
for prepayment thereof or otherwise;

         (b) the Borrower shall fail to pay any interest on any Loan or any fee
or any other amount (other than an amount referred to in clause (a) of this
Article) payable under this Agreement, when and as the same shall become due and
payable, and such failure shall continue unremedied for a period of three days;

         (c) any representation or warranty made or deemed made by or on behalf
of any Obligor in or in connection with the Loan Documents or any amendment or
modification thereof or waiver hereunder, or in any report, certificate,
financial statement or other document furnished pursuant to or in connection
with the Loan Documents or any amendment or modification thereof or waiver
hereunder, shall prove to have been incorrect in any material respect when made
or deemed made;

         (d) the Borrower shall fail to observe or perform any covenant,
condition or agreement contained in Section 5.02, 5.03 (with respect to the
Borrower's existence) or 5.08 or in Article 6 of this Agreement, or any Obligor
shall fail to

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<PAGE>
 
observe or perform any covenant contained in Section 4(a) or 4(j) of the
Security Agreements to which it is a party or Section 5(b) of the Pledge
Agreements to which it is a party or in provisions substantially similar to the
foregoing set forth in any other Collateral Document to which such Obligor is a
party;

          (e) any Obligor shall fail to observe or perform any covenant,
condition or agreement contained in the Loan Documents (other than those
specified in clause (a), (b) or (d) of this Article), and such failure shall
continue unremedied for a period of 20 days after notice thereof from the
Administrative Agent to the Borrower (which notice will be given at the request
of any Lender);

          (f) the Borrower, any Subsidiary or any other Obligor shall fail to
make any payment (whether of principal or interest and regardless of amount) in
respect of any Material Indebtedness, when and as the same shall become due and
payable;

          (g) any event or condition occurs that results in any Material
Indebtedness becoming due prior to its scheduled maturity or that enables or
permits (or with the giving of notice, the lapse of time or both, would permit)
the holder or holders of any Material Indebtedness or any trustee or agent on
its or their behalf to cause any Material Indebtedness to become due, or to
require the prepayment, repurchase, redemption or defeasance thereof, prior to
its scheduled maturity; provided that this clause (g) shall not apply to secured
Indebtedness that becomes due as a result of the voluntary sale or transfer of
the property or assets securing such Indebtedness;

          (h) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization or other relief
in respect of the Borrower, any Subsidiary or any other Obligor or its debts, or
of a substantial part of its assets, under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect
or (ii) the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Borrower, any Subsidiary or any other
Obligor or for a substantial part of its assets, and, in any such case, such
proceeding or petition shall continue undismissed for 60 days or an order or
decree approving or ordering any of the foregoing shall be entered;

          (i) the Borrower, any Subsidiary or any other Obligor shall (i)
voluntarily commence any proceeding or file any petition seeking liquidation,
reorganization or other relief under any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect, (ii) consent
to the institution of, or fail to contest in a timely and appropriate manner,
any proceeding or petition described in clause (h) of this Article, (iii) apply
for or

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<PAGE>
 
consent to the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Borrower, any Subsidiary or any other
Obligor or for a substantial part of its assets, (iv) file an answer admitting
the material allegations of a petition filed against it in any such proceeding,
(v) make a general assignment for the benefit of creditors or (vi) take any
action for the purpose of effecting any of the foregoing;

          (j) the Borrower, any Subsidiary or any other Obligor shall become
unable, admit in writing or fail generally to pay its debts as they become due;

          (k) one or more judgments for the payment of money in an aggregate
amount in excess of $5,000,000 shall be rendered against the Borrower, any
Subsidiary, any other Obligor or any combination thereof and the same shall
remain undischarged for a period of 30 consecutive days during which execution
shall not be effectively stayed, or any action shall be legally taken by a
judgment creditor to attach or levy upon any assets having an aggregate value in
excess of $10,000,000 of the Borrower, any Subsidiary or any other Obligor to
enforce any such judgment;

          (l) an ERISA Event shall have occurred that, in the opinion of the
Required Lenders, when taken together with all other ERISA Events that have
occurred, could reasonably be expected to give rise to any liability of the
Borrower and its Subsidiaries in an aggregate amount exceeding $5,000,000 during
the term of this Agreement;

          (m) a Change in Control shall occur;

          (n) any Lien created by any of the Collateral Documents shall at any
time fail to constitute a valid and (to the extent required by the Collateral
Documents) perfected first priority Lien on any material amount of Collateral
securing the obligations purported to be secured thereby, or any party shall so
assert in writing; or

          (o) the Parent Companies Guarantee shall at any time fail to
constitute a valid and binding agreement of either Parent Company, or any Parent
Company or Parent Companies Subsidiary shall so assert in writing; or

          (p) the Subsidiary Guarantee shall at any time fail to constitute a
valid and binding agreement of each Subsidiary Guarantor, or any Obligor shall
so assert in writing;

         then, and in every such event (other than an event with respect to the
Borrower described in clause (h) or (i) of this Article), and at any time
thereafter

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<PAGE>
 
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either or
both of the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans and LC Exposures then outstanding to be due and payable in
whole (or in part, in which case any principal not so declared to be due and
payable may thereafter be declared to be due and payable), and thereupon the
principal of the Loans and LC Exposures so declared to be due and payable,
together with accrued interest thereon and all fees and other obligations of the
Borrower accrued hereunder, shall become due and payable immediately, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower; and in case of any event with respect to the
Borrower described in clause (h) or (i) of this Article, the Commitments shall
automatically terminate and the principal of the Loans and LC Exposures then
outstanding, together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall automatically become due
and payable, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower.



                                   ARTICLE 8

                                  THE AGENTS

          SECTION 8.01. Appointment, Powers and Immunities. Each of the Lenders
and the Issuing Bank hereby irrevocably appoints each Agent as its agent and
authorizes each Agent to take such actions on its behalf and to exercise such
powers as are delegated to such Agent by the terms of the Loan Documents,
together with such actions and powers as are reasonably incidental thereto.

          (a) Each financial institution serving as an Agent hereunder shall
have the same rights and powers in its capacity as a Lender as any other Lender
and may exercise the same as though it were not an Agent, and such bank and its
Affiliates may accept deposits from, lend money to and generally engage in any
kind of business with the Borrower or any Subsidiary or other Affiliate thereof
as if it were not an Agent hereunder.

          (b) The Agents shall not have any duties or obligations except those
expressly set forth herein. Without limiting the generality of the foregoing,
(i) the Agents shall not be subject to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is continuing, (ii) the Agents
shall not have any duty to take any discretionary action or exercise any
discretionary powers,

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except discretionary rights and powers expressly contemplated hereby that the
Administrative Agent is required to exercise in writing by the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary under
the circumstances as provided in Section 9.02), and (iii) except as expressly
set forth herein, the Agents shall not have any duty to disclose, and shall not
be liable for the failure to disclose, any information relating to the Borrower
or any of its Subsidiaries that is communicated to or obtained by any bank
serving as an Agent or any of its Affiliates in any capacity. No Agent shall be
liable for any action taken or not taken by it with the consent or at the
request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section
9.02) or in the absence of its own gross negligence or wilful misconduct. No
Agent shall be deemed to have knowledge of any Default unless and until written
notice thereof is given to such Agent by the Borrower or a Lender, and no Agent
shall be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with the Loan
Documents, (ii) the contents of any certificate, report or other document
delivered thereunder or in connection therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth therein, (iv) the validity, enforceability, effectiveness or genuineness
of the Loan Documents or any other agreement, instrument or document, (v) the
existence or the value of any of the Collateral or (vi) the satisfaction of any
condition set forth in Article 4 or elsewhere herein or in any other Loan
Document, other than to confirm receipt of items expressly required to be
delivered to, and make determinations expressly required to be made by, such
Agent.

         SECTION 8.02. Reliance by Agents. Each Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed or sent by the proper Person. Each
Agent also may rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person, and shall not incur any
liability for relying thereon. Each Agent may consult with legal counsel (who
may be counsel for any Obligor), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

         SECTION 8.03. Appointment of Sub-agents. Each Agent may perform any and
all its duties and exercise its rights and powers by or through any one or more
sub-agents appointed by such Agent. Each Agent and any such sub-agents may
perform any and all its duties and exercise its rights and powers through their
respective Related Parties. The exculpatory provisions of the preceding
paragraphs shall apply to any such sub-agent and to the Related Parties of the

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Agents and any such sub-agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as
well as activities as Administrative Agent and Syndication Agent.

         SECTION 8.04. Successor Agents. Subject to the appointment and
acceptance of a successor Agent as provided in this paragraph, each Agent may
resign at any time by notifying the Lenders, the Issuing Bank and the Borrower.
Upon any such resignation, the Required Lenders shall have the right, with, so
long as no Default has occurred and is continuing, the consent of the Borrower
(such consent not to be unreasonably withheld), to appoint a successor. If no
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Agent gives notice
of its resignation, then the retiring Agent may, on behalf of the Lenders and
the Issuing Bank, with, so long as no Default has occurred and is continuing,
the consent of the Borrower (such consent not to be unreasonably withheld),
appoint a successor Agent, which shall be a financial institution with an office
in New York, New York, or an Affiliate of any such bank. Upon the acceptance of
its appointment as Agent hereunder by a successor, such successor shall succeed
to and become vested with all the rights, powers, privileges and duties of the
retiring Agent, and the retiring Agent shall be discharged from its duties and
obligations as Agent hereunder. The fees payable by the Borrower to a successor
Agent shall be the same as those payable to its predecessor unless otherwise
agreed between the Borrower and such successor. After any Agent's resignation
hereunder, the provisions of this Article and Section 9.03 shall continue in
effect for the benefit of such retiring Agent, its sub-agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while it was acting as an Agent.

         SECTION 8.05. Non-reliance on Agents and Other Lenders. Each Lender
acknowledges that it has, independently and without reliance upon any Agent or
any other Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and without
reliance upon any Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon the Loan
Documents, any related agreement or any document furnished thereunder.

         SECTION 8.06.  Syndication Agent.  Morgan Stanley Senior Funding, Inc.
shall not have any responsibility, obligation or liability under the Loan
Documents in its capacity as Syndication Agent.

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                                   ARTICLE 9

                                 MISCELLANEOUS

          SECTION 9.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

          (a) if to the Borrower, to Renaissance Media LLC, 1 Cablevision
Center, Suite 100, Ferndale, NY 12734, Attention of Mark W. Halpin (Telecopy
No. 914-295-2601) (Telephone No. 914-295-2607);

          (b) if to the Administrative Agent, to Bankers Trust Company, 130
Liberty Street, 14th Floor, New York, NY 10006, Attention of Robert Telesca
(Telecopy No. 212-250-7351), (Telephone No. 212-250-7342);

          (c) if to the Syndication Agent, to Morgan Stanley Senior Funding,
Inc., 1585 Broadway, New York, NY 10036, Attention of James Morgan (Telecopy No.
212-761-0592) (Telephone No. 212-761-4866);

          (d) if to the Issuing Bank, to it at Bankers Trust Company, 130
Liberty Street, 14th Floor, New York, NY 10006, Attention of Marco Orlando
(Telecopy No. 212-250-5817) (Telephone No. 212-250-4361); and

          (e) if to any other Lender, to it at its address (or telecopy number)
set forth in its Administrative Questionnaire.

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

          SECTION 9.02. Waivers; Amendments; Release of Collateral. (a) No
failure or delay by any Agent, the Issuing Bank or any Lender in exercising any
right or power under any Loan Document shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Agents, the Issuing Bank and the
Lenders under the Loan Documents are cumulative and are not exclusive of any
rights or

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<PAGE>
 
remedies that they would otherwise have. No waiver of any provision of this
Agreement or consent to any departure by the Borrower therefrom shall in any
event be effective unless the same shall be permitted by paragraph (b) of this
Section, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. Without limiting the generality of
the foregoing, the making of a Loan or issuance of a Letter of Credit shall not
be construed as a waiver of any Default, regardless of whether any Agent, any
Lender or the Issuing Bank may have had notice or knowledge of such Default at
the time.

         (b) Neither this Agreement nor any other Loan Document nor any
provision hereof of thereof may be waived, amended or modified except pursuant
to an agreement or agreements in writing entered into by the Borrower and the
Required Lenders or by the Borrower and the Administrative Agent with the
consent of the Required Lenders; provided that no such agreement shall

             (i)   unless signed by all the Lenders with a Commitment of a
         Class, increase or decrease the Commitments of such Class (except for a
         ratable decrease in all the Commitments of such Class), or postpone the
         date fixed for the scheduled termination of any Commitment of such
         Class;

             (ii)  unless signed by all Lenders holding Loans of any Class,
         reduce the principal of or (except as expressly provided in the
         definitions of "Applicable Leverage Ratio" and "Applicable Rate") rate
         of interest on any Loans of, or fees with respect to, such Class,
         postpone the date fixed for any scheduled payment of such fees or the
         principal of or interest on any such Loans, increases the maximum
         duration of Interest Periods for any Loans, or decrease the aggregate
         amount by which such Loans are required to be repaid on any date
         scheduled pursuant to Section 2.09(a) or postpone any date for such
         repayment;

             (iii) unless signed by all Lenders with Revolving Commitments,
         reduce the amount of any LC Disbursement or of any interest thereon or
         any fees payable by reference to the Letters of Credit hereunder,
         postpone the date fixed for any payment of any LC Disbursement or any
         interest thereon or any fees payable by reference to the Letters of
         Credit hereunder or (except as expressly provided in Section 2.04) the
         expiry date of any Letter of Credit;

             (iv)  unless signed by all the Lenders, change any of the
         provisions of this Section or Section 9.04 or the definition of
         "Required Lenders" or any other provision hereof specifying the number
         or

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<PAGE>
 
         percentage of Lenders required to waive, amend or modify any rights
         hereunder or make any determination or grant any consent hereunder (it
         being understood that, with the consent of the Required Lenders,
         additional extensions of credit of a New Class (as hereinafter defined)
         may be included in the determination of the Required Lenders on
         substantially the same basis as the extensions of Loans and Commitments
         are included on the Effective Date);

              (v)  unless signed by all the Lenders, change Section 2.17(b) or
         (c) in a manner that would alter the pro rata sharing of payments
         required thereby, without the written consent of each Lender; or

              (vi) unless signed by all the Lenders, release all or
         substantially all of the Collateral from the Liens of the Collateral
         Documents or release the Parent Companies or any of the Subsidiary
         Guarantors from their respective obligations under the Parent Companies
         Guarantee, or the Subsidiary Guarantee, as the case may be; provided
         that, notwithstanding this Section 9.02, a Subsidiary Guarantor shall
         be released from its obligations under the Subsidiary Guarantee in
         connection with a sale or disposition of all or a portion of the equity
         interests of such Subsidiary Guarantor permitted in accordance with the
         terms of this Agreement; and

provided further that no such agreement shall amend, modify or otherwise affect
the rights or duties of any Agent or the Issuing Bank hereunder without the
prior written consent of such Agent or the Issuing Bank, as the case may be; and

provided further that, notwithstanding anything to the contrary herein, any such
agreement entered into by the Borrower and the Required Lenders or by the
Borrower and the Administrative Agent with the consent of the Required Lenders,
may provide (i) for the creation of a new tranche (a "New Class") (and a
corresponding increase in the aggregate amount of the Commitments) whereby one
or more existing Lenders, or any Person not theretofore a Lender who agrees to
become a Lender, shall make loans of such New Class and (ii) that loans of such
New Class may be secured by the Liens created by the Collateral Documents.

         (c)  If, in connection with any proposed waiver, amendment or
modification of any provision of this Agreement contemplated by clauses (i)
through (vi) of paragraph (b) above, the consent of the Required Lenders is
obtained but the consent of one or more of such other Lenders whose consent is
required is not obtained, then the Borrower may, at its sole expense and effort,
upon notice to any such non-consenting Lender and the Administrative Agent,
require any such non-consenting Lender to assign and delegate, without recourse

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<PAGE>
 
(in accordance with and subject to the restrictions contained in Section 9.04),
all its interests, rights and obligations under this Agreement and the other
Loan Documents to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment); provided that (i)
the Borrower shall have received the prior written consent of the Administrative
Agent (and, if a Revolving Commitment is being assigned, the Issuing Bank),
which consent shall not unreasonably be withheld, and (ii) such Lender shall
have received payment of an amount equal to the outstanding principal of its
Loans and participations in LC Disbursements, accrued interest thereon, accrued
fees and all other amounts payable to it hereunder, from the assignee (to the
extent of such outstanding principal and accrued interest and fees) or the
Borrower (in the case of all other amounts) and (iii) such assignee consents to
the proposed waiver, amendment or modification at the time of such assignment
and delegation.

          (d) Neither any Loan Document nor any provision thereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrower and the Administrative Agent with the consent of
the number or percentage of Lenders set forth therein.

          (e) Collateral shall be released from the Lien of the Collateral
Documents from time to time (i) with the consent of the Required Lenders (or all
of the Lenders in the case of a release of all or substantially all of the
Collateral from the Liens of the Collateral Documents) or (ii) provided that no
Default has occurred and is continuing or would occur immediately after giving
effect thereto, as necessary to effect any sale, exchange, pledge or other
disposition or distribution of assets permitted by the Loan Documents, and the
Administrative Agent shall execute and deliver all release documents reasonably
requested to evidence such release.

          SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower
shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents and
their respective Affiliates, including the reasonable fees, charges and
disbursements of counsel for the Agents, in connection with the syndication of
the credit facilities provided for herein, the preparation and administration of
the Loan Documents or any amendments, modifications or waivers of the provisions
thereof (provided that, if the Acquisition is not consummated, the out-of-pocket
expenses payable by the Borrower pursuant to this clause (i), unless the
Borrower and the Agents have otherwise agreed, shall be limited to the
reasonable fees, charges and disbursements of counsel for the Agents), (ii) all
reasonable out-of-pocket expenses incurred by the Issuing Bank in connection
with the issuance, amendment, renewal or extension of any Letter of Credit or
any demand for payment thereunder and (iii) all out-of-pocket expenses incurred
by any Agent, the Issuing Bank or any Lender, including the fees, charges and
disbursements of

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<PAGE>
 
any counsel for any Agent, the Issuing Bank or any Lender, in connection with
the enforcement or protection of its rights in connection with the Loan
Documents, including its rights under this Section, or in connection with the
Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit.

          (b) The Borrower shall indemnify each Agent, the Issuing Bank and each
Lender, and each Related Party of any of the foregoing Persons (each such Person
being called an "Indemnitee") against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities and related expenses, including
the fees, charges and disbursements of any counsel for any Indemnitee, incurred
by or asserted against any Indemnitee arising out of, in connection with, or as
a result of (i) the execution or delivery of the Loan Documents or any agreement
or instrument contemplated thereby, the performance by the parties thereto of
their respective obligations thereunder or the consummation of the Transactions
or any other transactions contemplated thereby, (ii) any Loan or Letter of
Credit or the use of the proceeds therefrom (including any refusal by the
Issuing Bank to honor a demand for payment under a Letter of Credit if the
documents presented in connection with such demand do not strictly comply with
the terms of such Letter of Credit), (iii) any actual or alleged presence or
release of Hazardous Materials on or from any property owned or operated by the
Borrower or any of its Subsidiaries, or any Environmental Liability related in
any way to the Borrower or any of its Subsidiaries, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or wilful misconduct of such Indemnitee.

          (c) To the extent that the Borrower fails to pay any amount required
to be paid by it to any Agent or the Issuing Bank under paragraph (a) or (b) of
this Section, each Lender severally agrees to pay to such Agent or the Issuing
Bank, as the case may be, such Lender's Applicable Percentage (determined as of
the time that the applicable unreimbursed expense or indemnity payment is
sought) of such unpaid amount; provided that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may
be, was incurred by or asserted against the Agent or the Issuing Bank in its
capacity as such.

          (d) To the extent permitted by applicable law, the Borrower shall not
assert, and hereby waives, any claim against any Indemnitee, on any theory of

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<PAGE>
 
liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result
of, the Loan Documents or any agreement or instrument contemplated hereby, the
Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.

          (e) All amounts due under this Section shall be payable promptly after
written demand therefor.

          SECTION 9.04. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby (including any
Affiliate of the Issuing Bank that issues any Letter of Credit), except that the
Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by the Borrower without such consent shall be null and
void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby (including any Affiliate of the Issuing
Bank that issues any Letter of Credit) and, to the extent expressly contemplated
hereby, the Related Parties of each of the Agents, the Issuing Bank and the
Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

          (b) Any Lender may assign to one or more assignees all or a portion of
its rights and obligations under this Agreement (including all or a portion of
its Commitment of any Class and the Loans of such Class and, if applicable, the
related participations in LC Disbursements and Letters of Credit); provided that
(i) except in the case of an assignment to a Lender or an Affiliate of a Lender,
each of the Borrower and the Agents (and, in the case of an assignment of all or
a portion of a Revolving Commitment or any Lender's obligations in respect of
its LC Exposure, the Issuing Bank) must give their prior written consent to such
assignment (which consent shall not be unreasonably withheld), (ii) except in
the case of an assignment to a Lender or an Affiliate of a Lender or an
assignment of the entire remaining amount of the assigning Lender's Commitments
and Loans, the amount of the Commitments and Loans of the assigning Lender
subject to each such assignment (determined as of the date the Assignment and
Acceptance with respect to such assignment is delivered to the Administrative
Agent) shall not be less than $2,000,000 (or such lesser amount as shall
constitute the assigning Lender's total Commitments or Loans) unless each of the
Borrower and the Agents otherwise consent, (iii) each partial assignment shall
be made as an assignment of a proportionate part of all the assigning Lender's
rights and obligations under this Agreement with respect to the Commitment or
Loans (and, if applicable, the related participations in LC Disbursements and
Letters of Credit) of the relevant Class, (iv) the parties to each assignment
shall execute and deliver

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<PAGE>
 
to the Administrative Agent an Assignment and Acceptance, together with a
processing and recordation fee of $3,500, and (v) the assignee, if it shall not
be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire; and provided further that any consent of the Borrower otherwise
required under this paragraph shall not be required if an Event of Default under
clauses (a), (h) or (i) of Article 7 has occurred and is continuing. Subject to
acceptance and recording thereof pursuant to paragraph (d) of this Section, from
and after the effective date specified in each Assignment and Acceptance the
assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Acceptance, have the rights and obligations of a
Lender under this Agreement, and the assigning Lender thereunder shall, to the
extent of the interest assigned by such Assignment and Acceptance, be released
from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 9.03). Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this paragraph shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (e) of this Section.

          (c) The Administrative Agent, acting for this purpose as an agent of
the Borrower, shall maintain at one of its offices in The City of New York a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans and LC Disbursements owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, and the Borrower, the Agents, the Issuing Bank
and the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower, the Issuing Bank and any Lender, at
any reasonable time and from time to time upon reasonable prior notice.

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

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<PAGE>
 
          (e) Any Lender may, without the consent of the Borrower, the Agents or
the Issuing Bank, sell participations to one or more banks or other entities (a
"Participant") in all or a portion of such Lender's rights and obligations under
this Agreement (including all or a portion of its Commitment of any Class and
the Loans of such Class and, if applicable, the related participations in LC
Disbursements and Letters of Credit); provided that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrower, the Agents, the Issuing Bank and the
other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in the first proviso to Section
9.02(b) (other than postponements of the date fixed for any scheduled payment of
the principal of any Loan other than the final payment date or changes to the
definition of "Required Lenders") that affects such Participant. Subject to
paragraph (f) of this Section, the Borrower agrees that each Participant shall
be entitled to the benefits of Sections 2.14, 2.15 and 2.16 to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 9.08 as though it were a
Lender, provided such Participant agrees to be subject to Section 2.17(c) as
though it were a Lender.

          (f) A Participant shall not be entitled to receive any greater payment
under Section 2.14 or 2.16 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Borrower's
prior written consent. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 2.16 unless the Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 2.16(e) as
though it were a Lender.

          (g) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and, with the consent of the Administrative Agent, any
Lender that is a fund may pledge all or any portion of its Loans or the
promissory notes (if any) evidencing such Loans to its trustee in support of its
obligations to its trustee

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<PAGE>
 
or its noteholders, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of
a security interest shall release a Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto.

          SECTION 9.05. Survival. All covenants, agreements, representations and
warranties made by the Borrower herein and in the certificates or other instru
ments delivered in connection with or pursuant to the Loan Documents shall be
considered to have been relied upon by the other parties hereto and shall
survive the execution and delivery of this Agreement and the making of any Loans
and issuance of any Letters of Credit, regardless of any investigation made by
any such other party or on its behalf and notwithstanding that any Agent, the
Issuing Bank or any Lender may have had notice or knowledge of any Default or
incorrect representation or warranty at the time any credit is extended
hereunder, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any fee or any other amount payable
under this Agreement is outstanding and unpaid or any Letter of Credit is
outstanding and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.14, 2.15, 2.16, 9.03 and 9.12 and Article 8 shall
survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the repayment of the Loans, the expiration
or termination of the Letters of Credit and the Commitments or the termination
of this Agreement or any provision hereof.

          SECTION 9.06. Counterparts; Integration. This Agreement may be
executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. The Loan Documents and any
separate letter agreements with respect to fees payable to the Agents constitute
the entire contract among the parties relating to the subject matter hereof and
supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof.

          SECTION 9.07. Severability. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

          SECTION 9.08. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off

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and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other obligations at any time owing by such
Lender or Affiliate to or for the credit or the account of the Borrower against
any of and all the obligations of the Borrower now or hereafter existing under
the Loan Documents held by such Lender or any of its Affiliates, irrespective of
whether or not such Lender shall have made any demand under this Agreement and
although such obligations may be unmatured. The rights of each Lender under this
Section are in addition to other rights and remedies (including other rights of
setoff) which such Lender may have.

          SECTION 9.09.  Governing Law; Jurisdiction; Consent to Service of
Process.  (a) This Agreement shall be construed in accordance with and
governed by the law of the State of New York.

          (b) The Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of the Supreme Court
of the State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement or the other Loan Documents, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in such New York State or, to the extent permitted by law, in
such Federal court. Each of the parties hereto agrees that a final judgment in
any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that any Agent, the Issuing
Bank or any Lender may otherwise have to bring any action or proceeding relating
to this Agreement or the other Loan Documents against the Borrower or its proper
ties in the courts of any jurisdiction.

          (c) The Borrower hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection which it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or the other Loan Documents in any
court referred to in paragraph (b) of this Section. Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any
such court.

          (d) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.01. Nothing in this

                                      105

<PAGE>
 
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

          SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THE LOAN DOCUMENTS
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

          SECTION 9.11. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

          SECTION 9.12. Confidentiality. Each of the Agents, the Issuing Bank
and the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its
Affiliates' directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority, (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party to the Loan Documents, (e) in connection with the exercise of
any remedies hereunder or any suit, action or proceeding relating to the Loan
Documents or the enforcement of rights thereunder, (f) to any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under the Loan Documents, provided that such assignee or
Participant, or prospective assignee or Participant, agrees to abide by the
confidentiality requirements of this Section, (g) with the consent of the
Borrower or (h) to the extent such Information (i) becomes publicly available
other than as a result of a breach of this Section or (ii) becomes available to
any Agent, the Issuing Bank or any Lender on a

                                      106

<PAGE>
 
nonconfidential basis from a source other than the Borrower. For the purposes of
this Section, "Information" means all information received from any Obligor
relating to any Obligor or its business, other than any such information that is
available to any Agent, the Issuing Bank or any Lender on a nonconfidential
basis prior to disclosure by such Obligor. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

          SECTION 9.13. Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively the "Charges"), shall exceed the
maximum lawful rate (the "Maximum Rate") which may be contracted for, charged,
taken, received or reserved by the Lender holding such Loan in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together
with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by such Lender.

                                      107

<PAGE>
 
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
                                       RENAISSANCE MEDIA LLC


                                       By:    /s/ Mark W. Halpin
                                          -------------------------------------
                                          Title: Executive Vice President & CFO


                                       RENAISSANCE MEDIA GROUP LLC, for
                                       purposes of Section 6.16 hereof


                                       By:    /s/ Mark W. Halpin
                                          -------------------------------------
                                          Title: Executive Vice President & CFO


                                       RENAISSANCE MEDIA (LOUISIANA)
                                       LLC, for purposes of Section 6.16 hereof


                                       By:    /s/ Fred Schulte
                                          -------------------------------------
                                          Title: Chief Executive Officer


                                       RENAISSANCE MEDIA (TENNESSEE)
                                       LLC, for purposes of Section 6.16 hereof


                                       By:    /s/ Fred Schulte
                                          -------------------------------------
                                          Title: Chief Executive Officer

<PAGE>
 
                                       MORGAN STANLEY SENIOR FUNDING,
                                          INC., individually and as Syndication
                                          Agent


                                       By:    /s/ Michael T. McLaughlin
                                          -------------------------------------
                                          Title: Principal


                                       CIBC INC., individually and as
                                          Documentation Agent


                                       By:    /s/ Tefta Ghilaga
                                          -------------------------------------
                                          Title: Executive Director
                                                 CIBC Oppenheimer Corp.,
                                                 As Agent


                                       BANKERS TRUST COMPANY,
                                       individually and as Administrative Agent


                                       By:    /s/ Patricia Hogan
                                          -------------------------------------
                                          Title: Principal

<PAGE>
 
                                       GENERAL ELECTRIC CAPITAL
                                          CORPORATION


                                       By:    /s/ Janet K. William
                                          -------------------------------------
                                          Title: Duly Authorized Signatory


                                       BANK OF MONTREAL


                                       By:    /s/ Karen Klapper
                                          -------------------------------------
                                          Title: Director


                                       UNION BANK OF CALIFORNIA, N.A.


                                       By:    /s/ Lena M. Bryant
                                          -------------------------------------
                                          Title: Assistant Vice President


                                       BANKBOSTON, N.A.


                                       By:    /s/ Cindy Chen
                                          -------------------------------------
                                          Title: Director


                                       THE FIRST NATIONAL BANK OF
                                          CHICAGO


                                       By:    /s/ Lynne M. Sanders
                                          -------------------------------------
                                          Title: Corporate Banking Officer

<PAGE>
 
                                       MERCANTILE BANK NATIONAL
                                          ASSOCIATION


                                       By:    /s/ Gregory D. Knudsen
                                          -------------------------------------
                                          Title: Vice President


                                       NATEXIS BANQUE


                                       By:    /s/ Evan S. Kraus
                                          -------------------------------------
                                          Title: Associate


                                       By:    /s/ William C. Maier
                                          -------------------------------------
                                          Title: Vice President -- Group Manager


                                       FLEET BANK, N.A.


                                       By:    /s/ Russ J. Lopino
                                          -------------------------------------
                                          Title: Vice President


                                       DEEPROCK & COMPANY
                                       By: Eaton Vance Management,
                                           as Investment Advisor


                                       By:    /s/ Scott H. Page
                                          -------------------------------------
                                          Title: Vice President

<PAGE>
 
                                       BHF-BANK AKTIENGELLSCHAFT


                                       By:    /s/ Linda Pace
                                          -------------------------------------
                                          Title: Vice President


                                       By:    /s/ John Sykes
                                          -------------------------------------
                                          Title: Vice President


                                       TORONTO DOMINION (TEXAS), INC.


                                       By:    /s/ David G. Parker
                                          -------------------------------------
                                          Title: Vice President


                                       HIBERNIA NATIONAL BANK


                                       By:    /s/ Karen DeBlieux
                                          -------------------------------------
                                          Title: Senior Vice President

<PAGE>
 
                                       BALANCED HIGH YIELD FUND I, LTD.
                                       By: BHF-Bank Aktiengellschaft acting
                                           through its New York Branch as
                                           Attorney-in-Fact

                                       By:    /s/ Linda Pace
                                          -------------------------------------
                                          Title: Vice President

                                       By:    /s/ John Sykes
                                          -------------------------------------
                                          Title: Vice President

<PAGE>
 
                                 SCHEDULE 2.01
                            to the Credit Agreement


<TABLE> 
<CAPTION> 
                                                 Commitments
                                                 -----------

                                               Revolving             Tranche A Term          Tranche B Term
Lender                                         Commitment            Commitment              Commitment
- -------------------------------------------------------------------------------------------------------------
<S>                                           <C>                    <C>                     <C> 
Morgan Stanley Senior Funding, Inc.            $3,000,000.00          $10,083,333.34           $34,000,000.00            
Bankers Trust Company                          $3,000,000.00           $5,583,333.33                    $0.00            
CIBC Inc.                                      $3,000,000.00           $5,583,333.33                    $0.00            
BankBoston, N.A.                               $3,000,000.00           $3,750,000.00            $1,500,000.00            
BHF Bank Aktiengesellscheft                    $3,000,000.00           $3,750,000.00                    $0.00            
Balanced High Yield Fund I, Ltd.                       $0.00                   $0.00            $1,500,000.00            
(BHF-Bank Aktiengesellscheft acting                                                                                      
through its New York Branch as                                                                                           
Attorney-in-Fact)                                                                                                        
Deeprock & Company                                     $0.00                   $0.00            $1,000,000.00            
(Eaton Vance Management, as                                                                                              
Investment Advisor)                                                                                                      
The First National Bank of Chicago             $3,000,000.00           $3,750,000.00            $1,500,000.00            
Toronto Dominion (Texas), Inc.                         $0.00                   $0.00            $5,000,000.00            
Fleet Bank, N.A.                               $3,000,000.00           $5,000,000.00                    $0.00            
General Electric Capital Corporation           $3,500,000.00           $4,000,000.00            $1,000,000.00            
Hibernia National Bank                         $2,000,000.00           $3,000,000.00                    $0.00            
Mercantile Bank of St. Louis                   $4,250,000.00           $4,000,000.00                    $0.00            
Bank of Montreal                               $3,000,000.00           $4,000,000.00            $1,500,000.00            
Natexis Banque                                 $3,000,000.00           $3,750,000.00            $1,500,000.00            
Union Bank of California                       $3,250,000.00           $3,750,000.00            $1,500,000.00            
- -------------------------------------------------------------------------------------------------------------
         Totals                               $40,000,000.00          $60,000,000.00           $50,000,000.00
</TABLE>
 

<PAGE>
 
                                 SCHEDULE 3.06
                            to the Credit Agreement

                     Litigation and Environmental Matters
                     ------------------------------------

1.       Systems are subject to conditions set forth in the Social Contract as
         assumed by Borrower upon consummation of the Acquisition.

2.       Louisiana Cluster: On September 18, 1997, the FCC adopted a Rate Order,
         In the Matter of Time Warner Cable Complaint Regarding Cable
         Programming Services Tier Rates, which was released September 22, 1997,
         DA 97-2009. Time Warner plans to file a Petition for Reconsideration of
         the Rate Order. [Disclosed by Time Warner in Schedule 5.6 of the
         Purchase Agreement.]

3.       Jackson, Tennessee: Potential complaint by Pickwick Electric regarding
         pole attachment agreement terms. [Disclosed by Time Warner in Schedule
         5.6 of the Purchase Agreement.]

<PAGE>
 
                                 SCHEDULE 6.01
                            to the Credit Agreement

                             Existing Indebtedness
                             ---------------------

None

<PAGE>
 
                                 SCHEDULE 6.02
                            to the Credit Agreement

                                Existing Liens
                                --------------

None

<PAGE>
 
                                 SCHEDULE 6.08
                            to the Credit Agreement

                             Existing Restrictions
                             ---------------------

None