AMENDED AND RESTATED LOAN AGREEMENT Dated as of March 15, 1996

AMENDED AND RESTATED LOAN AGREEMENT

Dated as of March 15, 1996

between

VC HOLDING, INC.
a Delaware corporation
as Borrower

and

THE LENDERS NAMED HEREIN
as Lenders

and

GENERAL ELECTRIC CAPITAL CORPORATION
as Agent and Lender

TABLE OF CONTENTS

SECTION PAGE
------- ----

1. DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. AMOUNT AND TERMS OF CREDIT . . . . . . . . . . . . . . . . . . . . . . . 26
2.1. REVOLVING CREDIT ADVANCES.. . . . . . . . . . . . . . . . . . 26
2.2. TERM LOANS. . . . . . . . . . . . . . . . . . . . . . . . . . 28
2.3. LETTERS OF CREDIT . . . . . . . . . . . . . . . . . . . . . . 30
2.4. MANDATORY PREPAYMENT. . . . . . . . . . . . . . . . . . . . . 32
2.5. OPTIONAL PREPAYMENT; PREPAYMENT PREMIUM.. . . . . . . . . . . 33
2.6. USE OF PROCEEDS.. . . . . . . . . . . . . . . . . . . . . . . 33
2.7. SINGLE LOAN.. . . . . . . . . . . . . . . . . . . . . . . . . 33
2.8. INTEREST. . . . . . . . . . . . . . . . . . . . . . . . . . . 33
2.9. LIMITATIONS ON TYPES OF ADVANCES. . . . . . . . . . . . . . . 36
2.10. RECEIPT OF PAYMENTS.. . . . . . . . . . . . . . . . . . . . . 36
2.11. APPLICATION OF PAYMENTS.. . . . . . . . . . . . . . . . . . . 37
2.12. SHARING OF PAYMENTS, ETC. . . . . . . . . . . . . . . . . . . 37
2.13. ACCOUNTING. . . . . . . . . . . . . . . . . . . . . . . . . . 38
2.14. TAXES.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
2.15. INDEMNITY.. . . . . . . . . . . . . . . . . . . . . . . . . . 39
2.16. ACCESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
2.17. CAPITAL ADEQUACY; INCREASED COSTS; ILLEGALITY. . . . . . . . 42
2.18. INCOME TAX REPORTING. . . . . . . . . . . . . . . . . . . . . 44

3. CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . 46
3.1. CONDITIONS TO EFFECTIVENESS.. . . . . . . . . . . . . . . . . 46
3.2. CONDITIONS TO EACH REVOLVING CREDIT ADVANCE AND EACH
INCURRENCE OF A LETTER OF CREDIT OBLIGATION. . . . . . . . . 48

4. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . 49
4.1. CORPORATE OR PARTNERSHIP EXISTENCE; COMPLIANCE WITH LAW.. . . 49
4.2. EXECUTIVE OFFICES.. . . . . . . . . . . . . . . . . . . . . . 50
4.3. SUBSIDIARIES. . . . . . . . . . . . . . . . . . . . . . . . . 50
4.4. CORPORATE OR PARTNERSHIP POWER; AUTHORIZATION; ENFORCEABLE
OBLIGATIONS. . . . . . . . . . . . . . . . . . . . . . . . . 50
4.5. FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . 51
4.6. [INTENTIONALLY OMITTED] . . . . . . . . . . . . . . . . . . . 52
4.7. OWNERSHIP OF PROPERTY; LIENS. . . . . . . . . . . . . . . . . 52
4.8. NO DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . . 54
4.9. LABOR MATTERS.. . . . . . . . . . . . . . . . . . . . . . . . 54

SECTION PAGE
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4.10. OTHER VENTURES. . . . . . . . . . . . . . . . . . . . . . . . 54
4.11. INVESTMENT COMPANY ACT. . . . . . . . . . . . . . . . . . . . 54
4.12. MARGIN REGULATIONS. . . . . . . . . . . . . . . . . . . . . . 54
4.13. TAXES.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
4.14. ERISA.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
4.15. NO LITIGATION . . . . . . . . . . . . . . . . . . . . . . . . 58
4.16. BROKERS.. . . . . . . . . . . . . . . . . . . . . . . . . . . 58
4.17. PREPAYMENT TRANSACTIONS; CONSENTS. . . . . . . . . . . . . . 59
4.18. OUTSTANDING STOCK; OPTIONS; WARRANTS; ETC.. . . . . . . . . . 59
4.19. EMPLOYMENT AND LABOR AGREEMENTS.. . . . . . . . . . . . . . . 59
4.20. PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES. . . . . . . . . 59
4.21. FULL DISCLOSURE.. . . . . . . . . . . . . . . . . . . . . . . 60
4.22. LIENS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
4.23. MEDIA LICENSES. . . . . . . . . . . . . . . . . . . . . . . . 60
4.24. ENVIRONMENTAL PROTECTION. . . . . . . . . . . . . . . . . . . 61
4.25. EXISTING LOAN AGREEMENT.. . . . . . . . . . . . . . . . . . . 62
4.26. INSURANCE.. . . . . . . . . . . . . . . . . . . . . . . . . . 62
4.27. RECEIPT OF AGREEMENTS . . . . . . . . . . . . . . . . . . . . 62

5. FINANCIAL STATEMENTS AND INFORMATION . . . . . . . . . . . . . . . . 62
5.1. REPORTS AND NOTICES.. . . . . . . . . . . . . . . . . . . . . 62
5.2. COMMUNICATION WITH ACCOUNTANTS. . . . . . . . . . . . . . . . 67

6. AFFIRMATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . 67
6.1. MAINTENANCE OF EXISTENCE AND CONDUCT OF BUSINESS. . . . . . . 67
6.2. PAYMENT OF OBLIGATIONS. . . . . . . . . . . . . . . . . . . . 68
6.3. FINANCIAL COVENANTS.. . . . . . . . . . . . . . . . . . . . . 69
6.4. AGENT'S FEES. . . . . . . . . . . . . . . . . . . . . . . . . 70
6.5. BOOKS AND RECORDS.. . . . . . . . . . . . . . . . . . . . . . 70
6.6. LITIGATION. . . . . . . . . . . . . . . . . . . . . . . . . . 70
6.7. INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . 70
6.8. COMPLIANCE WITH LAW.. . . . . . . . . . . . . . . . . . . . . 70
6.9. AGREEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . 71
6.10. EMPLOYEE PLANS. . . . . . . . . . . . . . . . . . . . . . . . 71
6.11. MEDIA LICENSES. . . . . . . . . . . . . . . . . . . . . . . . 73
6.12. LEASES; NEW REAL ESTATE.. . . . . . . . . . . . . . . . . . . 73
6.13. ENVIRONMENTAL MATTERS.. . . . . . . . . . . . . . . . . . . . 74
6.14. SEC FILINGS; CERTAIN OTHER NOTICES. . . . . . . . . . . . . . 75
6.15. POST-EFFECTIVE DATE ITEMS . . . . . . . . . . . . . . . . . . .76

7. NEGATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . 76
7.1. MERGERS, ETC. . . . . . . . . . . . . . . . . . . . . . . . . 76
7.2. INVESTMENTS; LOANS AND ADVANCES.. . . . . . . . . . . . . . . 77
7.3. INDEBTEDNESS. . . . . . . . . . . . . . . . . . . . . . . . . 78
7.4. EMPLOYEE LOANS. . . . . . . . . . . . . . . . . . . . . . . . 79
7.5. CAPITAL STRUCTURE.. . . . . . . . . . . . . . . . . . . . . . 79
7.6. MAINTENANCE OF BUSINESS.. . . . . . . . . . . . . . . . . . . 80

SECTION PAGE
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7.7. TRANSACTIONS WITH AFFILIATES. . . . . . . . . . . . . . . . . 80
7.8. GUARANTIED INDEBTEDNESS.. . . . . . . . . . . . . . . . . . . 81
7.9. LIENS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
7.10. CAPITAL EXPENDITURES. . . . . . . . . . . . . . . . . . . . . 81
7.11. SALES OF ASSETS.. . . . . . . . . . . . . . . . . . . . . . . 82
7.12. CANCELLATION OF INDEBTEDNESS. . . . . . . . . . . . . . . . . 83
7.13. EVENTS OF DEFAULT.. . . . . . . . . . . . . . . . . . . . . . 83
7.14. HEDGING TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . 83
7.15. RESTRICTED PAYMENTS.. . . . . . . . . . . . . . . . . . . . . 84
7.16. ERISA.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
7.17. MODIFICATION OF CERTAIN AGREEMENTS. . . . . . . . . . . . . . 84

8. TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
8.1. TERMINATION.. . . . . . . . . . . . . . . . . . . . . . . . . 85
8.2. SURVIVAL OF OBLIGATIONS UPON TERMINATION OF FINANCING
ARRANGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . 85
8.3. TERMINATION PRIOR TO EFFECTIVE DATE.. . . . . . . . . . . . . 86

9. EVENTS OF DEFAULT; RIGHTS AND REMEDIES . . . . . . . . . . . . . . . 86
9.1. EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . 86
9.2. REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . . . 90
9.3. WAIVERS BY BORROWER.. . . . . . . . . . . . . . . . . . . . . 91
9.4. RIGHT OF SET-OFF. . . . . . . . . . . . . . . . . . . . . . . 91
9.5. CURE OF FINANCIAL COVENANT DEFAULT. . . . . . . . . . . . . . 92

10. THE AGENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
10.1. AUTHORIZATION AND ACTION. . . . . . . . . . . . . . . . . . . 93
10.2. AGENT'S RELIANCE, ETC.. . . . . . . . . . . . . . . . . . . . 93
10.3. GE CAPITAL AND AFFILIATES.. . . . . . . . . . . . . . . . . . 94
10.4. LENDER CREDIT DECISION. . . . . . . . . . . . . . . . . . . . 95
10.5. INDEMNIFICATION.. . . . . . . . . . . . . . . . . . . . . . . 95
10.6. SUCCESSOR AGENT.. . . . . . . . . . . . . . . . . . . . . . . 95

11. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
11.1. COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT; SALE OF
INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . 96
11.2. FEES AND EXPENSES.. . . . . . . . . . . . . . . . . . . . . . 98
11.3. NO WAIVER BY AGENT OR ANY LENDER. . . . . . . . . . . . . . . 100
11.4. REMEDIES. . . . . . . . . . . . . . . . . . . . . . . . . . . 100
11.5. WAIVER OF JURY TRIAL. . . . . . . . . . . . . . . . . . . . . 100
11.6. SEVERABILITY. . . . . . . . . . . . . . . . . . . . . . . . . 100
11.7. PARTIES.. . . . . . . . . . . . . . . . . . . . . . . . . . . 100
11.8. CONFLICT OF TERMS.. . . . . . . . . . . . . . . . . . . . . . 101
11.9. AUTHORIZED SIGNATURE. . . . . . . . . . . . . . . . . . . . . 101
11.10. GOVERNING LAW.. . . . . . . . . . . . . . . . . . . . . . . . 101
11.11. NOTICES.. . . . . . . . . . . . . . . . . . . . . . . . . . . 101
11.12. SURVIVAL. . . . . . . . . . . . . . . . . . . . . . . . . . . 103
11.13. SECTION TITLES. . . . . . . . . . . . . . . . . . . . . . . . 103
11.14. COUNTERPARTS. . . . . . . . . . . . . . . . . . . . . . . . . 103

iii

INDEX OF EXHIBITS, SCHEDULES AND ANNEXES

Exhibit A - Form of Notice of Revolving Credit Advance or Conversion
Exhibit A-1 - Form of Notice of Term Loan Conversion
Exhibit B - Form of Borrowing Date Certificate
Exhibit C-1 - Form of Legal Opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
Exhibit C-2 - Form of Legal Opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Schedule 1 - Capitalization Policies of Borrower
Schedule 4.2 - Executive Offices
Schedule 4.3 - Subsidiaries
Schedule 4.7(a) - Owned Property
Schedule 4.7(b) - Leased Property
Schedule 4.10 - Other Ventures
Schedule 4.13 - Tax Matters
Schedule 4.14 - ERISA Matters
Schedule 4.15 - Litigation
Schedule 4.19 - Employment Matters
Schedule 4.20 - Patents, Trademarks, Copyrights and Licenses
Schedule 4.23(a) - Media Licenses of Borrower as held after
the Effective Date
Schedule 4.23(b) - Notices of Media License Material
Default or Breach of Covenant
Schedule 4.25 - Insurance
Schedule 7.7 - Transactions with Affiliates
Schedule 7.9 - Certain Liens
Schedule 11.9 - Authorized Signatures

Annex I - Cablevision Incentive Expense Allocation
Methodology

AMENDED AND RESTATED LOAN AGREEMENT, dated as of March 15, 1996,
between VC HOLDING, INC., a Delaware corporation having an office at ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("Borrower"), the lenders listed on the
signature pages hereof ("Lenders"), and GENERAL ELECTRIC CAPITAL CORPORATION, a
New York corporation having an office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ("GE Capital"), as agent for Lenders hereunder (GE
Capital, in such capacity, being "Agent").

W I T N E S S E T H :

WHEREAS, Borrower, Lenders and Agent are parties to the Loan
Agreement, dated as of December 31, 1992 (as heretofore amended, the "Existing
Loan Agreement"); and

WHEREAS, as of the date hereof, Borrower and certain of its affiliates
are consummating the Prepayment Transactions (as defined in the USC Partnership
Agreement), and in connection therewith the parties hereto desire to amend and
restate the Existing Loan Agreement in its entirety;

NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, the parties hereto agree that, effective as of
the Effective Date, the Existing Loan Agreement is hereby amended and restated
in its entirety as follows:

1. DEFINITIONS

In addition to the defined terms appearing elsewhere in this
Agreement, capitalized terms used in this Agreement shall have the following
respective meanings when used herein:

"Advance" shall mean an Index Rate Advance or a LIBOR Advance (each of
which shall be a "Type" of Advance).

"Adverse Environmental Condition" shall mean any of the matters
referred to in clause (i) or (iii) of the definition of Environmental Claim or
any Environmental Claim based on any of the matters referred to in clause (ii)
of the definition of Environmental Claim.

"Affiliate" shall mean, with respect to any Person, (i) each Person
that, directly or indirectly, owns

or controls, whether beneficially or as trustee, guardian or other fiduciary,
10% or more of the Stock having ordinary voting power in the election of
directors of such Person and (ii) each Person that controls, is controlled by or
is under common control with such Person. For the purpose of this definition,
"control" of a Person shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of its management or policies, whether
through the ownership of voting securities, by contract or otherwise; PROVIDED,
HOWEVER, that with respect to each of Borrower and V Cable and any of its or
their Subsidiaries or Affiliates, the term "Affiliate" shall not include GE
Capital.

"Agent" shall have the meaning assigned to it in the first paragraph
of this Agreement and shall include GE Capital and any successor Agent appointed
pursuant to Section 10.6 hereof.

"Aggregate Loan" shall have the meaning assigned to it in Section
2.18(a) hereof.

"Agreement" shall mean this Amended and Restated Loan Agreement,
including all amendments, modifications and supplements hereto and any
appendices, exhibits or schedules to any of the foregoing, and shall refer to
this Agreement as the same may be in effect at the time any reference hereto
becomes operative.

"Ancillary Agreement" shall mean any agreement, undertaking,
instrument, document or other writing executed by Borrower or any of its
Subsidiaries, or any member of the V Cable Group, or any of their respective
direct or indirect stockholders or partners, as a condition to advances or
funding under this Agreement or otherwise in connection herewith, including,
without limitation, the Tax Sharing Agreement, the Loan Documents and all
amendments or supplements thereto.

"Annualized Consolidated Operating Cash Flow" shall mean, for any
Fiscal Quarter, the product of (i) Operating Cash Flow of Borrower and its
Subsidiaries for such Fiscal Quarter multiplied by (ii) 4.

"Applicable Margin" shall mean an interest margin determined quarterly
and based upon the ratio of Total Debt to Annualized Consolidated Operating Cash
Flow for the immediately preceding Fiscal Quarter as follows:

Total Debt to Annualized Index LIBOR
Consolidated Operating Rate Rate
Cash Flow Ratio plus plus
------------------------ ----- -----

greater than or .875% 1.875%
equal to 6.25:1.00
greater than or .750% 1.750%
equal to 5.50:1.00
and less than 6.25:1.00
less than 5.50:1.00 .500% 1.500%

For purposes of determining the Applicable Margin to be used in
calculating the interest which is payable in respect of any Fiscal Quarter or
Interest Period, as the case may be, Annualized Consolidated Operating Cash Flow
shall be determined based upon the last quarterly financial statements required
to have been delivered to Lenders pursuant to Section 5.1(b) hereof; PROVIDED,
HOWEVER, that if Borrower shall fail to deliver such financial statements on a
timely basis, the Applicable Margin shall be the highest rate set forth above
for the period until such financial statements have been delivered (whereupon
the Applicable Margin shall be the applicable rate provided above for periods
commencing after the date of such delivery until the following period's
financial statements are due).

"Borrower" shall have the meaning assigned to it in the first
paragraph of this Agreement.

"Borrowing Date Certificate" shall mean a certificate in the form
attached hereto as Exhibit B.

"Business Day" shall mean any day that is not a Saturday, a Sunday nor
a day on which banks are required or permitted to be closed in the State of New
York.

"Cablevision" shall mean Cablevision Systems Corporation, a Delaware
corporation.

"Capital Expenditures" shall mean all amounts accrued (or, without
double counting, paid) in respect of any fixed assets or improvements or for
replacements, substitutions or additions thereto, that have a useful life of
more than one year and that are required to be capitalized in accordance with
GAAP.

"Capital Lease" shall mean, with respect to any Person, any lease of
any property (whether real, personal or

mixed) by such Person as lessee that, in accordance with GAAP, would be required
either to be classified and accounted for as a capital lease on a balance sheet
of such Person or otherwise to be disclosed as such in a note to such balance
sheet, other than, in the case of Borrower or any of its Subsidiaries, any such
lease under which Borrower or such Subsidiary is the lessor.

"Capital Lease Obligation" shall mean, with respect to any Capital
Lease, the amount of the obligation of the lessee thereunder that, in accordance
with GAAP, would be required to appear on a balance sheet of such lessee in
respect of such Capital Lease or otherwise be disclosed as such an obligation in
a note to such balance sheet.

"Cash Collateral Account" shall have the meaning assigned to it in
Section 2.3(c)(i) hereof.

"Cash Equivalents" shall have the meaning assigned to it in Section
2.3(c)(i) hereof.

"Category 1 Capital Contribution" shall have the meaning assigned to
it in Section 9.5 hereof.

"Category 2 Capital Contribution" shall have the meaning assigned to
it in Section 9.5 hereof.

"Charges" shall mean all federal, state, county, city, municipal,
local, foreign or other governmental (including, without limitation, PBGC) taxes
at the time due and payable, levies, assessments, charges, liens, claims or
encumbrances upon or relating to (i) the Collateral, (ii) the Obligations,
(iii) Borrower's or any of its Subsidiaries' employees, payroll, income or gross
receipts, (iv) Borrower's or any of its Subsidiaries' ownership or use of any of
its assets, or (v) any other aspect of Borrower's or any of its Subsidiaries'
business.

"Code" shall mean the Uniform Commercial Code of the jurisdiction with
respect to which such term is used, as in effect from time to time.

"Collateral" shall mean, collectively, all Collateral referred to in
the Security Agreements and all Pledged Collateral, as well as all other
property and interests in property and proceeds thereof now owned or

hereafter acquired by any Loan Party in or upon which a Lien is granted under
any of the Collateral Documents.

"Collateral Documents" shall mean, collectively, the Guaranties, the
Security Agreements, the Pledge Agreements, the Nonrecourse Guaranty and Pledge
Agreement and any other document executed and delivered by a Loan Party granting
a Lien on any of its property to secure payment of the Obligations.

"Commitment Termination Date" shall mean the earlier of (i) the
Maturity Date and (ii) the date on which payment in full of the Revolving Credit
Loan may otherwise be required pursuant to the proviso in Section 8.1 hereof.

"Contaminant" shall mean any waste, pollutant, hazardous substance,
toxic substance, hazardous waste, special waste, petroleum or petroleum-derived
substance or waste, or any constituent of any such substance or waste, including
any such substance regulated under any Environmental Law.

"CSC Nonrecourse Guaranty and Pledge Agreement" shall mean the
agreement, dated as of December 31, 1992, among GE Capital (as agent for Lenders
and lenders under the V Cable Loan Agreement) and Cablevision, including all
amendments, modifications and supplements thereto and any appendices, exhibits
or schedules to any of the foregoing, and shall refer to such CSC Nonrecourse
Guaranty and Pledge Agreement as the same may be in effect at the time any
reference thereto becomes operative.

"Default" shall mean any event which, with the passage of time or
notice or both, would, unless cured or waived, become an Event of Default.

"Disposition Proceeds" shall have the meaning assigned to it in
Section 7.11(b) hereof.

"DOL" shall mean the United States Department of Labor or any
successor to any of its relevant functions.

"Effective Date" shall mean the date hereof, subject to the
satisfaction (or the waiver thereof) of the conditions set forth in Section 3.1
hereof.

"Environmental Claim" shall mean any accusation, allegation, notice of
violation, claim, demand, abatement or

other order or direction (conditional or otherwise) by any Governmental
Authority or any other Person for personal injury (including sickness, disease
or death), tangible or intangible property damage, damage to the environment,
nuisance, pollution, contamination or other adverse effects on the environment,
or for fines, penalties or restrictions, resulting from or based upon (i) the
existence, or the continuation of the existence, of a Release (including,
without limitation, any sudden or non-sudden, accidental or non-accidental
Release) of, or exposure to, any substance, chemical, material, pollutant,
Contaminant, odor or audible noise or other release or emission in, into or onto
the environment (including, without limitation, the air, ground, water or any
surface) at, in, by, from or related to the Facilities, (ii) the environmental
aspects of the transportation, storage, treatment or disposal of materials in
connection with the operation of the Facilities or (iii) the violation, or
alleged violation, of any Environmental Law, ordinance, order, Permit or license
of or from any Governmental Authority relating to environmental matters
connected with the Facilities.

"Environmental Laws" shall mean the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. Section 9601, ET SEQ., the
Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, ET SEQ., the
Clean Air Act, 42 U.S.C. Section 7401, ET SEQ., the Clean Water Act, 33 U.S.C.
Section 1251, ET SEQ., the Toxic Substances Control Act, 15 U.S.C. Section 2601,
ET SEQ., the Occupational Safety and Health Act, 29 U.S.C. Section 651, ET SEQ.,
and all other federal, state, and local laws, ordinances, regulations, rules,
orders, Permits, and the like, which are aimed at the protection of human health
or the environment, each as in effect from time to time.

"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, and any regulations promulgated thereunder.

"ERISA Affiliate" shall mean, with respect to any Person, all trades
or businesses (whether or not incorporated) which are under common control with
such Person and which, together with such Person, are treated as a single
employer under Section 414(b), (c), (m) or (o) of the IRC.

"ERISA Event" shall mean, with respect to Borrower or any of its ERISA
Affiliates, (a) a Reportable Event (other than a Reportable Event not subject to
the provision

for 30-day notice to the PBGC under regulations issued under Section 4043 of
ERISA), (b) the withdrawal of Borrower or any of its ERISA Affiliates from a
Plan subject to Section 4063 of ERISA during a plan year in which it was a
"substantial employer" as defined in Section 4001(a)(2) of ERISA, (c) the filing
of a notice of intent to terminate a Plan or the treatment of a Plan amendment
as a termination under Section 4041 of ERISA, (d) the institution of proceedings
to terminate a Plan by the PBGC under Section 4042 of ERISA, (e) the complete or
partial withdrawal of Borrower or any of its ERISA Affiliates from any
Multiemployer Plan, (f) the failure to make required contributions to a Plan
under Section 412 of the IRC or (g) any other event or condition which might
reasonably be expected to constitute grounds under Section 4042(a)(1), (2) or
(3) of ERISA for the termination of, or the appointment of a trustee to
administer, any Plan.

"Event of Default" shall have the meaning assigned to it in Section
9.1 hereof.

"Excluded Subsidiaries" shall mean V Sub and V-C Mo. G.P., Inc., a
Delaware corporation and a wholly-owned Subsidiary of V Cable.

"Existing Loan Agreement" shall have the meaning assigned thereto in
the first recital to this Agreement.

"Existing Loans" shall mean the loans outstanding under the Existing
Loan Agreement.

"Facilities" shall mean real property owned or leased or used by
Borrower or any of its Subsidiaries.

"FCC" shall mean the Federal Communications Commission (or any
successor).

"FCC Consent" shall mean an order or orders issued by the FCC to
Borrower approving the transfer of control of the Systems in the manner
contemplated by the Newco Management Agreement.

"Federal Funds Rate" shall mean, for any date, a fluctuating interest
rate per annum equal for such day to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published for such day (or, if such day is
not a Business Day, for the next

preceding Business Day) by the Federal Reserve Bank of New York, or if such rate
is not so published for any day which is a Business Day, the average of the
quotations for such day on such transactions received by Agent from three
Federal funds brokers of recognized standing selected by it.

"Federal Reserve Board" shall have the meaning assigned to it in
Section 4.12 hereof.

"Financials" shall mean the financial statements referred to in
Section 4.5(a) hereof.

"Financial Covenants" shall have the meaning assigned to it in Section
9.1(b) hereof.

"Fiscal Quarter" shall mean the calendar quarter ending on each March
31, June 30, September 30 and December 31 of each year. Subsequent changes of
the fiscal quarters of Borrower or V Cable shall not change the term "Fiscal
Quarter" unless the Required Lenders shall consent in writing to such changes.

"Fiscal Year" shall mean the calendar year. Subsequent changes of the
fiscal year of Borrower or V Cable shall not change the term "Fiscal Year"
unless the Required Lenders shall consent in writing to such changes.

"Funding Arrangements" shall have the meaning assigned to it in
Section 2.15(b) hereof.

"GAAP" shall mean generally accepted accounting principles in the
United States of America as in effect from time to time.

"GE Capital" shall have the meaning assigned to it in the first
paragraph of this Agreement.

"Governmental Authority" shall mean any nation or government, any
state or other political subdivision thereof and any agency, department or other
entity exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.

"Guarantied Indebtedness" shall mean, as to any Person, any obligation
of such Person guarantying any indebtedness, lease, dividend or other obligation
("primary obligations") of any other Person (the "primary obligor") in any
manner, including, without limitation, any obligation or

arrangement of such Person (i) to purchase or repurchase any such primary
obligation, (ii) to advance or supply funds (a) for the purchase or payment of
any such primary obligation or (b) to maintain working capital or equity capital
of the primary obligor or otherwise to maintain the net worth or solvency or any
balance sheet condition of the primary obligor, (iii) to purchase property,
securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment of
such primary obligation or (iv) to indemnify the owner of such primary
obligation against loss in respect thereof.

"Guaranties" shall mean, collectively, the Newco Subsidiary Guaranty
and the V Cable Group Guaranty.

"Guarantor" shall mean each Subsidiary of Borrower and each member of
the V Cable Group, which is executing and delivering to Agent any of the
Guaranties.

"Homes Passed" shall mean the sum of: (i) all dwelling units passed
by energized cable of the cable systems of Borrower or any of its Subsidiaries
which are occupied or, if not occupied, are in a condition permitting
occupation, and which are capable of being furnished with a signal level not
less than six decibels, including each dwelling unit in a multiple dwelling unit
that has basis for a first set connection (whether or not Borrower or any of its
Subsidiaries enters into an arrangement with a multiple dwelling unit for
provision of service to such unit on a discounted basis) or that is an
individual dwelling unit to which a first set connection could be offered and
supplied, but in any case excluding any multiple dwelling unit and the
individual dwelling units therein to which Borrower or any of its Subsidiaries
does not have and cannot obtain access for the provision of such first set
connection to such individual dwelling units; (ii) each commercial subscriber
which is actually connected to the cable systems of Borrower or any of its
Subsidiaries and is receiving service; and (iii) each non-connected hotel or
motel (counted as one "home" each) passed by energized cable of the cable
systems of Borrower or any of its Subsidiaries; PROVIDED, HOWEVER, that "Homes
Passed" shall not in any event include any non-connected commercial
establishments other than the hotels and motels referred to in clause (iii)
above.

"Indebtedness" of any Person shall mean (a) (i) all indebtedness of
such Person for borrowed money or

for the deferred purchase price of property or services (including, without
limitation, reimbursement and all other obligations with respect to surety
bonds, letters of credit and bankers' acceptances, whether or not matured, but
not including obligations to trade creditors incurred in the ordinary course of
business), (ii) all obligations of such Person evidenced by notes, bonds,
debentures or similar instruments, (iii) all indebtedness of such Person created
or arising under any conditional sale or other title retention agreement with
respect to property acquired by such Person (even though the rights and remedies
of the seller or lender under such agreement in the event of default are limited
to repossession or sale of such property), (iv) all Capital Lease Obligations of
such Person, (v) all Guarantied Indebtedness of such Person, (vi) all
Indebtedness of such Person referred to in clause (i), (ii), (iii), (iv) or (v)
above secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien upon or in property
(including, without limitation, accounts and contract rights) owned by such
Person, even though such Person has not assumed or become liable for the payment
of such Indebtedness, and (vii) all Unfunded Pension Liabilities and all
Withdrawal Liabilities of such Person and (b) with respect to V Cable, Borrower
or any of their respective Subsidiaries, (i) all Indebtedness of such Person
referred to in clause (a) above, (ii) the Obligations, and (iii) any indemnity
claim pursuant to the Supplemental Side Letter that shall have been established
and quantified pursuant to paragraph (1) of such letter.

"Index Rate" shall mean, on any date, the greater of (i) the highest
of the daily prime, base, commercial loan or equivalent rate of interest
published or publicly announced for such date by Bankers Trust Company, Chemical
Bank, N.A., Citibank, N.A., ▇▇▇▇▇▇ Guaranty Trust Company of New York or The
Chase Manhattan Bank, N.A. (whether or not such rate is actually charged by any
such bank) as in effect for such date and (ii) the Federal Funds Rate for such
date plus 1/2 of 1%.

"Index Rate Advance" shall mean a portion of a Loan which bears
interest at a rate based on the Index Rate.

"Interest Expense" shall mean, for any period, gross interest expense
of Borrower and its Subsidiaries for such period determined on a consolidated
basis in accordance with GAAP, LESS the following for Borrower and its

Subsidiaries determined on a consolidated basis in accordance with GAAP:
(a) the sum of (i) interest capitalized during construction for such period,
(ii) interest income for such period, and (iii) gains for such period on
interest rate contracts (to the extent not included in interest income above and
to the extent not deducted in the calculation of gross interest expense), PLUS
the following for Borrower and its Subsidiaries determined on a consolidated
basis in accordance with GAAP: (b) the sum of (i) losses for such period on
interest rate contracts (to the extent not included in gross interest expense),
and (ii) the expensing of upfront costs or fees for such period associated with
interest rate contracts (to the extent not included in gross interest expense).

"Interest Period" shall mean for any LIBOR Advance, the period
commencing and ending on such dates as are selected by Borrower pursuant to the
provisions set forth below. The duration of each Interest Period shall be one,
two, three, six or, to the extent available and if agreed to by all Lenders,
nine or twelve months as Borrower may, upon notice received by Agent not later
than 10:00 A.M. (New York City time) on the second Business Day prior to the
first day of such Interest Period, select; PROVIDED, HOWEVER, that:

(i) Borrower may not select any Interest Period which ends
after the Maturity Date;

(ii) Borrower may not select any Interest Period in respect of
any LIBOR Advance such that any mandatory payment of the principal
amount of the Term Loans pursuant to Section 2.2(b) hereof would
result in such LIBOR Advance being required to be repaid, in whole or
in part, prior to the end of the Interest Period applicable thereto;
and

(iii) whenever the last day of any Interest Period would
otherwise occur on a day other than a Business Day, the last day of
such Interest Period shall be extended to occur on the next succeeding
Business Day.

"Investments" shall mean any advances, loans, accounts receivable
(other than (x) accounts receivable arising in the ordinary course of business
of Borrower or any Subsidiary of Borrower and (y) accounts receivable owing to
Borrower from any Subsidiary of Borrower for management

services (other than such accounts receivable that constitute direct charges or
out-of-pocket expenses relating to such services) provided by Borrower to such
Subsidiary) or other extensions of credit (excluding, however, accrued and
unpaid interest in respect of any advance, loan or other extension of credit) or
capital contributions to (by means of transfers of property to others, or
payments for property or services for the account or use of others, or
otherwise), or the purchase or ownership of any stocks, bonds, notes, debentures
or other securities (including, without limitation, any interests in any
partnership, joint venture or joint adventure) of, or any bank accounts with, or
guarantee any Indebtedness or other obligations of, any Person.

"IRC" shall mean the Internal Revenue Code of 1986, as amended, and
any successor thereto.

"IRS" shall mean the Internal Revenue Service or any entity succeeding
to any or all of its functions.

"Leases" shall mean all of those leasehold estates in real property
now owned or hereafter acquired by Borrower or any of its Subsidiaries, as
lessee.

"Lender" or "Lenders" shall have the meaning assigned to it in the
first paragraph of this Agreement and shall include GE Capital and any future
holder of all or any portion of the Notes.

"Letter of Credit Obligations" shall mean all outstanding obligations
incurred by GE Capital at the request of Borrower, whether direct or indirect,
contingent or otherwise, due or not due, in connection with the issuance or
guaranty by GE Capital of letters of credit, bankers' acceptances or similar
obligations in respect of letters of credit. The amount of such Letter of
Credit Obligations shall equal the maximum amount which may be payable by GE
Capital thereupon or pursuant thereto.

"Letters of Credit" shall mean commercial or standby letters of credit
issued at the request and for the account of Borrower, and bankers' acceptances
issued by Borrower, for which GE Capital has incurred Letter of Credit
Obligations.

"LIBOR Advance" shall mean a portion of a Loan which bears interest at
a rate based on the LIBOR Rate.

"LIBOR Rate" shall mean, for any Interest Period, the rate obtained by
dividing (i) the average of the four rates reported from time to time by
Telerate News Service on page 3875 thereof (or such other number of rates as
such service may from time to time report) at which foreign branches of major
U.S. banks offer U.S. dollar deposits to other banks for such Interest Period in
the London interbank market at approximately 11:00 A.M., London time, on the
second full Eurodollar Business Day (as hereinafter defined) next preceding such
Interest Period by (ii) a percentage equal to 100% minus the weighted average of
the maximum rates of all reserve requirements (including, without limitation,
any marginal emergency, supplemental, or special or other reserves) scheduled to
be applicable during such Interest Period to any member bank of the Federal
Reserve System in respect of eurocurrency or eurodollar funding or liabilities.
If such interest rates shall cease to be available from Telerate News Service,
the LIBOR Rate shall be determined from such financial reporting service or
other information as shall be mutually acceptable to Agent and Borrower. The
term "Eurodollar Business Day" shall mean a Business Day on which banks
generally are open in the city of London for interbank or foreign exchange
transactions.

"Lien" shall mean any mortgage or deed of trust, pledge,
hypothecation, assignment, deposit arrangement (other than an unrestricted bank
account in the name of and maintained by Borrower or any of its Subsidiaries),
lien, Charge, claim, security interest, easement or encumbrance, or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, any lease or title retention
agreement, any arrangement having substantially the same economic effect as any
of the foregoing (including any financing lease), and the filing of, or
agreement to give, any financing statement perfecting a security interest under
the Code or comparable law of any jurisdiction).

"Loan" shall mean the Revolving Credit Loan and any Term Loan.

"Loan Documents" shall mean, collectively, this Agreement, the Notes,
the Collateral Documents and the Non-Competition Agreement.

"Loan Party" shall mean Borrower and each of its Subsidiaries, each
member of the V Cable Group and Cablevision.

"Material Adverse Effect" shall mean a material adverse effect on (i)
the business, assets, operations or financial condition of Borrower and its
Subsidiaries taken as a whole, (ii) Borrower's and its Subsidiaries' collective
ability to pay the Obligations in accordance with the terms thereof, (iii) the
Collateral or (iv) Lenders' Liens on the Collateral taken as a whole or the
priority of such Liens taken as a whole.

"Maturity Date" shall mean December 31, 2001.

"Maximum Lawful Rate" shall have the meaning assigned to it in Section
2.8(f) hereof.

"Maximum Revolving Credit Loan" shall mean, at any time, an amount
equal to $125,000,000, as reduced from time to time pursuant to Section 2.4
hereof.

"Media Approval" shall mean any FCC Consent and any other approval
necessary for the transfer by V Cable of control of any of its assets or any
portion of its business (including, without limitation, the Stock of V Cable's
Subsidiaries), or for the assignment of any of their Media Licenses, to Borrower
or any of its Subsidiaries.

"Media License" shall mean any franchise, license, permit,
certificate, ordinance, right by contract or other authorization from any
Governmental Authority which is necessary for the cable television operations of
any Person.

"Missouri Partnership" shall mean Missouri Cable Partners, L.P., a
Delaware limited partnership.

"Multiemployer Plan" shall mean, with respect to any Person, a
"multiemployer plan," as defined in Section 4001(a)(3) of ERISA, to which such
Person or any of its ERISA Affiliates is making, or is obligated to make,
contributions or has made, or has been obligated to make, contributions within
the preceding five years.

"Net Sales Proceeds" shall have the meaning assigned to it in Section
7.11(a)(i) hereof.

"Newco Group Pledge Agreement" shall mean the agreement, dated as of
December 31, 1992, among GE Capital (as agent for Lenders and lenders under the
V Cable Loan Agreement), V Cable, Borrower and the Subsidiaries of Borrower
listed on the signature pages thereof, including

all amendments, modifications and supplements thereto and any appendices,
exhibits or schedules to any of the foregoing, and shall refer to such Newco
Group Pledge Agreement as the same may be in effect at the time any reference
thereto becomes operative.

"Newco Group Security Agreement" shall mean the agreement, dated as of
December 31, 1992, among GE Capital (as agent for Lenders and lenders under the
V Cable Loan Agreement), Borrower and the Subsidiaries of Borrower listed on the
signature pages thereof, including all amendments, modifications and supplements
thereto and any appendices, exhibits or schedules to any of the foregoing, and
shall refer to such Newco Group Security Agreement as the same may be in effect
at the time any reference thereto becomes operative.

"Newco Management Agreement" shall mean the agreement, dated as of
December 31, 1992, among Cablevision, Borrower and the Subsidiaries of Borrower
listed on the signature pages thereof, providing, INTER ALIA, for the management
of Borrower and its Subsidiaries and the Systems, including all amendments,
modifications and supplements thereto and any appendices, exhibits or schedules
to any of the foregoing, and shall refer to such Newco Management Agreement as
the same may be in effect at the time any reference thereto becomes operative
(but only giving effect to such amendments, modifications or supplements
consented to by GE Capital).

"Newco Subsidiary Guaranty" shall mean the agreement, dated as of
December 31, 1992, made in favor of Agent by each Subsidiary of Borrower,
including all amendments, modifications and supplements thereto and any
appendices, exhibits or schedules to any of the foregoing, and shall refer to
such Newco Subsidiary Guaranty as the same may be in effect at the time any
reference thereto becomes operative.

"Non-Competition Agreement" shall mean an agreement, dated as of
December 31, 1992, among Cablevision, V Cable, Borrower, and GE Capital (as
Agent and as agent for lenders under the V Cable Loan Agreement and in its
individual capacity), providing, INTER ALIA, for Cablevision's agreement not to
compete with the operations of V Cable, Borrower and their respective
Subsidiaries, including all amendments, modifications and supplements thereto
and any appendices, exhibits or schedules to any of

the foregoing, and shall refer to such Non-Competition Agreement as the same may
be in effect at the time any reference thereto becomes operative (but only
giving effect to such amendments, modifications or supplements consented to by
GE Capital).

"Nonrecourse Guaranty and Pledge Agreement" shall mean the CSC
Nonrecourse Guaranty and Pledge Agreement.

"Notes" shall mean, collectively, the Revolving Credit Note and the
Term Notes.

"Notice of Revolving Credit Advance or Conversion" shall have the
meaning assigned to it in Section 2.1(b) hereof.

"Obligations" shall mean all loans, advances, debts, liabilities and
obligations for monetary amounts (whether or not such amounts are liquidated or
determinable) owing by Borrower or any of its Subsidiaries or any other Loan
Party to Agent or any Lender, and all covenants and duties regarding the payment
of such amounts, of any kind or nature, present or future, whether or not
evidenced by any note, agreement or other instrument, in each case arising under
any of the Loan Documents. "Obligations" include, without limitation, all
interest, Letter of Credit Obligations, Charges, expenses, attorneys' fees and
any other sum chargeable to Borrower or any of its Subsidiaries or any other
Loan Party under any of the Loan Documents.

"Operating Cash Flow" shall mean, for any period, the following for
Borrower and its Subsidiaries for such period, determined on a consolidated
basis in accordance with GAAP: (i) aggregate operating revenues MINUS (ii)
aggregate operating expenses (including technical, programming, sales, selling,
general administrative expenses and salaries and other compensation paid to any
general partner, director, officer or employee of Borrower or any Subsidiary of
Borrower and any management fees paid to Cablevision, but excluding interest,
depreciation and amortization and compensation in respect of Borrower's and its
Subsidiaries' allocable portion of Cablevision's employee stock incentive
programs (not to exceed in the aggregate for any calendar year 5% of the
Operating Cash Flow for the previous calendar year) which employee stock
incentive expense shall be allocated among Cablevision's Subsidiaries based on
the existing Cablevision allocation methodology reflected in Annex I hereto and,
to the extent

otherwise included in operating expenses, any losses resulting from a writeoff
or writedown of Investments by Borrower or any Subsidiary of Borrower in
Affiliates); PROVIDED, HOWEVER, that for purposes of determining Operating Cash
Flow, there shall be excluded (x) all management fees paid to Borrower or any
Subsidiary of Borrower during such period, and (y) the amortization of deferred
installation income.

"Other Taxes" shall have the meaning assigned to it in Section 2.14(b)
hereof.

"Participants" shall have the meaning assigned to it in Section
11.1(b)(ii) hereof.

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

"Permit" shall mean any permit, approval, authorization, license,
variance or permission required from a Governmental Authority under any
applicable Environmental Law.

"Permitted Encumbrances" shall mean the following encumbrances: (i)
Liens for taxes or assessments or other governmental charges or levies either
not yet due and payable or to the extent that nonpayment thereof is permitted by
the terms of this Agreement; (ii) pledges or deposits securing obligations under
workers' compensation, unemployment insurance, social security or public
liability laws or similar legislation; (iii) pledges or deposits securing bids,
tenders, contracts (other than contracts for the payment of money) or leases to
which Borrower or any of its Subsidiaries is a party as lessee made in the
ordinary course of business; (iv) deposits securing public or statutory
obligations of Borrower or any of its Subsidiaries; (v) workers', mechanics',
suppliers', carriers', warehousemen's or other similar Liens arising in the
ordinary course of business and securing indebtedness aggregating not in excess
of $500,000 at any time outstanding and not yet due and payable; (vi) deposits
securing or in lieu of surety, appeal or customs bonds in proceedings to which
Borrower or any of its Subsidiaries is a party; (vii) any attachment or judgment
Lien, unless the judgment it secures shall not, within 60 days after the entry
thereof, have been discharged or execution thereof stayed pending appeal or
shall not have been discharged within 60 days after the expiration of any

such stay; (viii) Capital Leases permitted under Section 7.3(a)(iv) hereof; and
(ix) zoning restrictions, easements, licenses or other restrictions on the use
of real property or other minor irregularities in title (including leasehold
title) thereto, so long as the same do not materially impair the use, value or
marketability of such real property, leases or leasehold estates.

"Person" shall mean any individual, sole proprietorship, partnership,
joint venture, trust, unincorporated organization, association, corporation,
company, institution, public benefit corporation, entity or government (whether
federal, state, county, city, municipal or otherwise, including, without
limitation, any instrumentality, division, agency, body or department thereof).

"Plan" shall mean, with respect to any Person or any of its ERISA
Affiliates, at any time, an employee pension benefit plan, as defined in Section
3(2) of ERISA (including a Multiemployer Plan), that is covered by Title IV of
ERISA or subject to the minimum funding standards under Section 412 of the IRC
and is maintained by such Person or any of its ERISA Affiliates.

"Pledge Agreements" shall mean, collectively, the Newco Group Pledge
Agreement, the V Cable Group Pledge Agreement and the Preferred USC Interest
Pledge Agreement.

"Pledged Collateral" shall mean, collectively, the Pledged Collateral
referred to in the Pledge Agreements and the Nonrecourse Guaranty and Pledge
Agreement.

"Preferred USC Interest" shall mean the collective reference to the
19% limited partnership interest in USC and the 1% general partnership interest
in USC held by V Cable and V Sub.

"Preferred USC Interest Pledge Agreement" shall mean the agreement,
dated as of December 31, 1992, among GE Capital (as agent for Lenders and
lenders under the V Cable Loan Agreement), V Cable and V Sub, including all
amendments, modifications and supplements thereto and any appendices, exhibits
or schedules to any of the foregoing, and shall refer to such Preferred USC
Interest Pledge Agreement as the same may be in effect at the time any reference
thereto becomes operative.

"Premium Services" shall mean such cable television programming
services as Borrower and/or its Subsidiaries from time to time determine in the
course of its business constitute "Premium Services" or the like.

"Premium Units" shall mean the total number of Premium Services
subscribed to by each Subscriber.

"Prepayment Transactions" shall have the meaning assigned to it in the
recitals to the USC Partnership Agreement.

"Real Estate" shall mean all of those plots, pieces or parcels of land
now owned or hereafter acquired by Borrower or any of its Subsidiaries (the
"Land"), including, without limitation, those listed on Schedule 4.7(a) hereto,
together with the right, title and interest of Borrower or any of its
Subsidiaries, if any, in and to the streets, the land lying in the bed of any
streets, roads or avenues, opened or proposed, in front of, adjoining or
abutting the Land to the center line thereof, the air space and development
rights pertaining to the Land and right to use such air space and development
rights, all rights of way, privileges, liberties, tenements, hereditaments and
appurtenances belonging or in any way appertaining thereto, all fixtures, all
easements now or hereafter benefiting the Land and all royalties and rights
appertaining to the use and enjoyment of the Land, including, without
limitation, all alley, vault, drainage, mineral, water, oil and gas rights,
together with all of the buildings and other improvements now or hereafter
erected on the Land, and all fixtures and articles of personal property
appertaining thereto and all additions thereto and substitutions and
replacements thereof.

"Release" shall have the meaning assigned to it in Section 101(20) of
the Comprehensive Environmental Response, Compensation and Liability Act, 42
U.S.C. Section 9601(22).

"Reportable Event" shall have the meaning assigned to it in Section
4043 of ERISA.

"Required Lenders" shall mean, on any date on which any Loan is
outstanding, the holders of Notes evidencing at least a majority of the
aggregate unpaid principal amount of the Loans; PROVIDED, HOWEVER, that any
amendment to, modification of or supplement to this Agreement or waiver of a
Default or an Event of Default hereunder that

would have the effect of reinstating the obligations to make Revolving Credit
Advances from and after the date such obligations have been terminated or
changing the terms of, amount of or obligation to make Revolving Credit Advances
shall require the affirmative consent thereto of holders of Notes evidencing at
least a majority of the aggregate unpaid principal amount of the Revolving
Credit Loan then outstanding or, in the event that at such date there is no
Revolving Credit Loan then outstanding, then the holders of Notes evidencing at
least a majority of the unused portion of the Maximum Revolving Credit Loan.

"Reserves" shall mean such reserves for doubtful accounts, returns,
allowances and the like as may be established by Borrower or any of its
Subsidiaries or as may otherwise be required in accordance with GAAP.

"Restricted Payment" shall mean (i) the declaration of any dividend,
the making of any distribution or the incurrence of any liability to make any
other payment or distribution of cash or other property or assets in respect of
Stock of Borrower, (ii) any payment on account of the purchase, redemption or
other retirement of Stock of Borrower, any member of the V Cable Group,
Cablevision or any other Affiliate of Borrower (other than a Subsidiary of
Borrower) or any other payment or distribution made in respect thereof, either
directly or indirectly, or (iii) any payment on account of federal, state or
local taxes (inclusive of interest and penalties) in respect of any
consolidated, combined or unitary tax return filed by Cablevision or any of its
Subsidiaries (other than V Cable or any of its Subsidiaries).

"Revolving Credit Advance" shall have the meaning assigned to it in
Section 2.1(a) hereof, and may consist of an Index Rate Advance or a LIBOR
Advance.

"Revolving Credit Loan" shall mean the aggregate amount of Revolving
Credit Advances outstanding at any time.

"Revolving Credit Note" shall have the meaning assigned to it in
Section 2.1(c) hereof.

"Sale" shall have the meaning assigned to it in Section 11.1(b)
hereof.

"Security Agreements" shall mean, collectively, the Newco Group
Security Agreement and the V Cable Group Security Agreement.

"Stock" shall mean all shares, options, warrants, general or limited
partnership interests, participations or other equivalents (regardless of how
designated) of or in a corporation, partnership or equivalent entity, whether
voting or nonvoting, including, without limitation, common stock, preferred
stock and any other "equity security" (as such term is defined in Rule 3a11-1 of
the General Rules and Regulations promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended).

"Subscribers", on any date, shall mean the sum of (a) the total number
of households (exclusive of "second outlets", as such term is commonly
understood in the cable television industry), subscribing on such date to any
cable television system of Borrower or any of its Subsidiaries and paying any
currently available rate for monthly service fees and charges imposed by such
system, for any level of programming services offered by such system; PROVIDED,
HOWEVER that such term shall not include any household whose account is more
than 60 days past due. For purposes of this definition, an account shall be
deemed due on the last day of each monthly billing period for which service has
been provided to a household.

"Subsidiary" shall mean, with respect to any Person, (a) any
corporation of which an aggregate of more than 50% of the outstanding Stock
having ordinary voting power to elect a majority of the board of directors of
such corporation (irrespective of whether, at the time, Stock of any other class
or classes of such corporation shall have or might have voting power by reason
of the happening of any contingency) is at the time, directly or indirectly,
owned legally or beneficially by such Person and/or one or more Subsidiaries of
such Person, and (b) any partnership in which such Person and/or one or more
Subsidiaries of such Person is a general partner or shall have an interest
(whether in the form of voting or participation in profits or capital
contribution) of more than 50%; PROVIDED, HOWEVER that none of USC or any of its
Subsidiaries (other than Borrower and its Subsidiaries) or the Missouri
Partnership shall be considered a Subsidiary of V Cable.

"Supplemental Side Letter" shall mean that letter agreement, dated as
of December 31, 1992, among V Cable, Borrower and GE Capital, including all
amendments, modifications and supplements thereto and any appendices, exhibits
or schedules to any of the foregoing, and shall refer to such Supplemental Side
Letter as the same may be in effect at the time any reference thereto becomes
operative.

"Systems" shall mean the cable television systems owned and operated
by V Cable and its Subsidiaries, wherever located.

"Tax Sharing Agreement" shall mean an income tax allocation agreement
by and among V Cable and the Subsidiaries of V Cable listed on the signature
pages thereof and Cablevision, including all amendments, modifications and
supplements thereto and any appendices, exhibits or schedules to any of the
foregoing, and shall refer to such Tax Sharing Agreement as the same may be in
effect at the time any reference thereto becomes operative (but only giving
effect to such amendments, modifications or supplements consented to by GE
Capital).

"Taxes" shall have the meaning assigned to it in Section 2.14(a)
hereof.

"Termination and Modification Documents" shall mean the collective
reference to the Termination and Amendatory Agreement, dated as of the date
hereof, among Agent, V Cable and certain affiliates of V Cable, the Termination
and Amendatory Agreement, dated as of the date hereof, among Agent, VC Holding
and certain affiliates of VC Holding, Amendment No. 1 the CSC Nonrecourse
Guaranty and Pledge Agreement, dated as of the date hereof, between Agent and
Cablevision, to the CSC Nonrecourse Guaranty and Pledge Agreement and the
Termination and Release Agreement, dated as of the date hereof, between Agent
and USC.

"Termination Date" shall mean the date on which all Loans and other
Obligations hereunder have been completely discharged and Borrower shall have no
further right to borrow any monies hereunder or require GE Capital to incur any
Letter of Credit Obligations.

"Term Loans" shall have the meaning assigned to it in Section 2.2(a)
hereof.

"Term Notes" shall have the meaning assigned to such term in Section
2.2(a) hereof.

"Total Debt" shall mean all Indebtedness of Borrower and its
consolidated Subsidiaries.

"Treasury Regulation" shall mean the Income Tax Regulations
promulgated under the IRC as such regulations may be amended from time to time
(including temporary and proposed regulations).

"Type" of Advance shall have the meaning assigned to it in the
definition of Advance.

"Unfunded Pension Liability" shall mean, with respect to any Person at
any time, the aggregate amount, if any, of the sum of (i) the amount by which
the present value of all accrued benefits under each Plan of such Person, any of
its Subsidiaries or any of its ERISA Affiliates exceeds the fair market value of
all assets of such Plan allocable to such benefits in accordance with Title IV
of ERISA, all determined as of the most recent valuation date for each such Plan
using the actuarial assumptions in effect under such Plan, and (ii) for a period
of five years following a transaction reasonably likely to be covered by Section
4069 of ERISA, the liabilities (whether or not accrued) that could be avoided by
such Person, any of its Subsidiaries or any of its ERISA Affiliates as a result
of such transaction.

"U.S. Cable Partners" shall mean U.S. Cable Partners, a Delaware
general partnership.

"USC" shall mean U.S. Cable Television Group, L.P., a Delaware limited
partnership.

"USC Partnership Agreement" shall mean the Second Amended and Restated
Limited Partnership Agreement of USC, dated as of the date hereof, including all
amendments, modifications and supplements thereto and any appendices, exhibits
or schedules to any of the foregoing, and shall refer to such USC Partnership
Agreement as the same may be in effect at the time any reference thereto becomes
operative (but only giving effect to such amendments, modifications or
supplements consented to by GE Capital).

"V Cable" shall mean V Cable, Inc., a Delaware corporation.

"V Cable Group" shall mean, collectively, V Cable and each of its
Subsidiaries (other than Borrower and its Subsidiaries) including, without
limitation, the Excluded Subsidiaries.

"V Cable Group Guaranty" shall mean the agreement, dated as of
December 31, 1992, made in favor of Agent by V Cable and the Subsidiaries of V
Cable listed on the signature pages thereof, including all amendments,
modifications and supplements thereto and any appendices, exhibits or schedules
to any of the foregoing, and shall refer to such V Cable Group Guaranty as the
same may be in effect at the time any reference thereto becomes operative.

"V Cable Group Pledge Agreement" shall mean the agreement, dated as of
December 31, 1992, among GE Capital (as agent for Lenders and lenders under the
V Cable Loan Agreement), V Cable and the Subsidiaries of V Cable listed on the
signature pages thereof, including all amendments, modifications and supplements
thereto and any appendices, exhibits or schedules to any of the foregoing, and
shall refer to such V Cable Group Pledge Agreement as the same may be in effect
at the time any reference thereto becomes operative.

"V Cable Group Security Agreement" shall mean the agreement, dated as
of December 31, 1992, among GE Capital (as agent for Lenders and lenders under
the V Cable Loan Agreement), V Cable and the Subsidiaries of V Cable listed on
the signature pages thereof, including all amendments, modifications and
supplements thereto and any appendices, exhibits or schedules to any of the
foregoing, and shall refer to such V Cable Group Security Agreement as the same
may be in effect at the time any reference thereto becomes operative.

"V Cable Loan Agreement" shall mean the Loan Agreement, dated as of
December 31, 1992, among V Cable, the lenders thereunder and GE Capital, as
agent, including all amendments, modifications and supplements thereto and any
appendices, exhibits or schedules to any of the foregoing, and shall refer to
such V Cable Loan Agreement as the same may be in effect at the time any
reference thereto becomes operative.

"V Cable/Newco Collateral Documents" shall mean the CSC Nonrecourse
Guaranty and Pledge Agreement, the Newco Group Security Agreement, the Newco
Group Pledge Agreement,

the V Cable Group Security Agreement and the V Cable Group Pledge Agreement.

"V Sub" shall mean V Cable G.P., Inc., a Delaware corporation and a
wholly-owned subsidiary of V Cable.

"Welfare Plan" shall mean any welfare plan, as defined in Section 3(1)
of ERISA, which is maintained or contributed to by Borrower or any of its
Subsidiaries on behalf of former employees after such employees' termination of
employment (other than continuation coverage provided pursuant to Section 4980B
of the IRC and at the sole expense of the participant or the beneficiary of the
participant).

"Withdrawal Liability" shall mean, (a) with respect to Borrower, at
any time, the aggregate amount of the liabilities of any Loan Party, any of its
Subsidiaries or any of its ERISA Affiliates pursuant to Section 4201 of ERISA,
and any increase in contributions required to be made pursuant to Section 4243
of ERISA, with respect to all Multiemployer Plans of any such Person and (b)
with respect to any other Person, at any time, the aggregate amount of the
liabilities of such Person, any of its Subsidiaries or any of its ERISA
Affiliates pursuant to Section 4201 of ERISA, and any increase in contributions
required to be made pursuant to Section 4243 of ERISA, with respect to all
Multiemployer Plans of any such Person.

"Working Capital" shall mean, for any Person on any date, the excess
of current assets of such Person on such date (excluding cash, cash equivalents
and marketable securities) over current liabilities of such Person on such date
(including, for Borrower, the outstanding balance of the Revolving Credit Loan,
but excluding current maturities of other long-term Indebtedness) determined on
a consolidated basis in accordance with GAAP and (to the extent consistent with
GAAP) in a manner consistent with the past practices of V Cable; PROVIDED,
HOWEVER, that, with respect to V Cable and Borrower, such amount shall be
determined on the basis of the capitalization policies of V Cable and its
Subsidiaries as in effect on the Effective Date and set forth on Schedule 1
hereto.

Any accounting term used in this Agreement shall have, unless
otherwise specifically provided herein, the meaning customarily given such term
in accordance with GAAP, and all financial computations hereunder shall be
computed, unless otherwise specifically provided herein, in accordance

with GAAP consistently applied. That certain terms or computations are
explicitly modified by the phrase "in accordance with GAAP" shall in no way be
construed to limit the foregoing.

All financial and other computations, covenants and reports hereunder
shall be determined assuming Borrower and its Subsidiaries are at all times
consolidated Subsidiaries of V Cable and its Subsidiaries, notwithstanding any
accounting, tax or other treatment or requirement to the contrary.

All other undefined terms contained in this Agreement shall, unless
the context indicates otherwise, have the meanings provided for by the Code as
in effect in the State of New York to the extent the same are used or defined
therein.

The words "herein," "hereof" and "hereunder" and other words of
similar import refer to this Agreement as a whole, including the Exhibits and
Schedules hereto, as the same may from time to time be amended, modified or
supplemented, and not to any particular section, subsection or clause contained
in this Agreement.

Wherever from the context it appears appropriate, each term stated in
either the singular or plural shall include the singular and the plural, and
pronouns stated in the masculine, feminine or neuter gender shall include the
masculine, the feminine and the neuter.

2. AMOUNT AND TERMS OF CREDIT

2.1. REVOLVING CREDIT ADVANCES. Upon and subject to the terms
and conditions hereof, GE Capital agrees to make available, from time to time
until the Commitment Termination Date, for Borrower's use and upon the request
of Borrower therefor, advances (each, a "Revolving Credit Advance") in an
aggregate amount outstanding which, when combined with all outstanding Letter of
Credit Obligations, shall not at any time exceed the Maximum Revolving Credit
Loan. Subject to the foregoing and to the provisions of Section 2.4 hereof and
until all amounts outstanding in respect of the Revolving Credit Loan shall
become due and payable on the Commitment Termination Date, Borrower may from
time to time borrow, repay and reborrow under this Section 2.1(a). Revolving
Credit Advances outstanding on the date hereof under the Existing Loan Agreement
after

giving effect to the Prepayment Transactions shall constitute "Revolving Credit
Advances" for purposes of this Agreement.

(b) Each Revolving Credit Advance shall be made on notice, given no
later than 1:00 P.M. (New York City time) on the Business Day of the proposed
Revolving Credit Advance, by Borrower to GE Capital. Each such notice (a
"Notice of Revolving Credit Advance or Conversion") shall be in writing or by
telephone to GE Capital's Account Executive ▇▇▇-▇▇▇-▇▇▇▇, telecopy, telex or
cable, if by telephone confirmed immediately in writing, in substantially the
form of Exhibit A hereto, specifying therein (consistent with this Agreement),
INTER ALIA, the requested (i) date and aggregate amount of such Advance, (ii)
Type or Types of Advance comprising such Revolving Credit Advance and the amount
of each such Type and (iii) Interest Period for each such Advance which is a
LIBOR Advance. Each Revolving Credit Advance shall be deemed to be an Index
Rate Advance unless otherwise specified by Borrower in the Notice of Revolving
Credit Advance or Conversion delivered to GE Capital in relation to such Advance
in accordance with the procedures and time set forth in this Section 2.1(b). GE
Capital shall, before 5:00 P.M. (New York City time) on the date of the proposed
Revolving Credit Advance (or, if the Notice of Revolving Credit Advance or
Conversion is given by 10:30 A.M. (New York City time) on such date, by 2:00
P.M. (New York City time) on the date of the proposed Revolving Credit Advance),
upon fulfillment of the applicable conditions set forth in Section 3 hereof,
wire the amount of such Revolving Credit Advance to a bank designated by
Borrower and reasonably acceptable to GE Capital.

(c) The Revolving Credit Loan of GE Capital shall be evidenced by the
promissory note executed and delivered by Borrower to GE Capital at the time of
the initial Revolving Credit Advance (the "Revolving Credit Note"). The
Revolving Credit Note shall be payable to the order of GE Capital and shall
represent the obligation of Borrower to pay the amount of the Maximum Revolving
Credit Loan or, if less, the aggregate unpaid principal amount of all Revolving
Credit Advances made by GE Capital to Borrower with interest thereon as
prescribed in Section 2.8 hereof. The date and amount of each Revolving Credit
Advance and the Type of each such Advance (and, if a LIBOR Advance, the Interest
Period therefor) and each payment of principal with respect thereto shall be
recorded on the books and records of GE Capital, which books and records shall
(absent manifest error)

constitute PRIMA FACIE evidence of the accuracy of the information therein
recorded. The entire unpaid balance of the Revolving Credit Loan shall be due
and payable on the Commitment Termination Date.

(d) Not later than 10:00 A.M. on the second Business Day prior to the
end of any Interest Period for each Revolving Credit Advance consisting of a
LIBOR Advance, Borrower shall deliver to GE Capital a Notice of Revolving Credit
Advance or Conversion electing to convert such LIBOR Advance into an Index Rate
Advance or into a LIBOR Advance (or part into an Index Rate Advance and part
into a LIBOR Advance), in each case effective at the end of the Interest Period
for such Advance. Each such Notice of Revolving Credit Advance or Conversion
shall be in writing or by telephone to GE Capital's Account Executive, 203-316-
7661, telex, telecopy or cable, if by telephone confirmed immediately in
writing, specifying therein (consistent with this Agreement), INTER ALIA, (i)
the aggregate amount and Type of Advance which is to be converted and the last
day of the current Interest Period for such Advance, (ii) the Type or Types of
Advance into which such Advance is to be converted and the amount of each such
Type and (iii) the Interest Period for each Advance which is to be a LIBOR
Advance. If Borrower shall fail to provide a Notice of Revolving Credit Advance
or Conversion on or prior to 10:00 A.M. on the second Business Day prior to the
end of the Interest Period in respect of any LIBOR Advance, such Advance shall
automatically convert into an Index Rate Advance on the day following the last
day of such Interest Period.

(e) Borrower shall be entitled to convert all or any part of any
Index Rate Advance into a LIBOR Advance by delivery to GE Capital, not later
than 10:00 A.M. on the second Business Day prior to the date such conversion is
to occur, of a Notice of Revolving Credit Advance or Conversion in the manner,
and containing the relevant information indicated in, Section 2.1(d) hereof;
PROVIDED, HOWEVER, that no such conversion shall occur or be effective on any
date which is not a Business Day.

2.2. TERM LOANS. (a) The Series A Term Loan and the Series B Term
Loan outstanding on the date hereof under the Existing Loan Agreement after
giving effect to the Prepayment Transactions shall constitute the "Term Loans"
for purposes of this Agreement. The promissory notes evidencing the Term Loans
shall be referred to herein as the "Term Notes."

(b) The principal amount of the Term Loans shall be payable in
installments, together with accrued and unpaid interest thereon, on March 31,
June 30, September 30 and December 31 of each year, commencing on March 31, 1999
and ending on December 31, 2001, as follows:

Quarterly Payment Dates Amount Per Payment
----------------------- ------------------

March 31 through December 31, 1999 $ 2,000,000
March 31 through December 31, 2000 $10,000,000
March 31 through December 31, 2001 $13,750,000

; PROVIDED, HOWEVER, that in any event the outstanding principal amount of the
Term Loans shall be payable, together with accrued and unpaid interest thereon,
no later than the Maturity Date.

(c) Not later than 10:00 A.M. on the second Business Day prior to the
end of any Interest Period for each portion of a Term Loan consisting of a LIBOR
Advance, Borrower shall deliver to Agent a notice in substantially the form of
Exhibit A-1 hereto (a "Notice of Term Loan Conversion") electing to convert such
LIBOR Advance into an Index Rate Advance or into a LIBOR Advance (or part into
an Index Rate Advance and part into a LIBOR Advance), in each case effective at
the end of the Interest Period for such Advance. Each such Notice of Term
Advance or Conversion shall be in writing or by telephone to Agent's Account
Executive, ▇▇▇-▇▇▇-▇▇▇▇, telex, telecopy or cable, if by telephone confirmed
immediately in writing, specifying therein (consistent with this Agreement),
inter alia, (i) the aggregate amount and Type of Advance which is to be
converted and the last day of the current Interest Period for such Advance, (ii)
the Type or Types of Advance into which such Advance is to be converted and the
amount of each such Type and (iii) the Interest Period for each Advance which is
to be a LIBOR Advance. If Borrower shall fail to provide a Notice of Term
Advance or Conversion on or prior to 10:00 A.M. on the second Business Day prior
to the end of the Interest Period in respect of any LIBOR Advance, such Advance
shall automatically convert into an Index Rate Advance on the day following the
last day of such Interest Period.

(d) Borrower shall be entitled to convert any portion of a Term Loan
consisting of an Index Rate Advance into a LIBOR Advance by delivery to Agent,
not later than 10:00 A.M. on the second Business Day prior to the date such

conversion is to occur, of a Notice of Term Advance or Conversion in the manner,
and containing the relevant information indicated in, Section 2.2(c) hereof;
provided, however, that no such conversion shall occur or be effective on any
date which is not a Business Day.

2.3. LETTERS OF CREDIT. (a) GE Capital agrees, subject to the terms
and conditions hereinafter set forth, to incur, from time to time on not less
than five Business Days' prior written request of Borrower (but only on a
Business Day), Letter of Credit Obligations in respect of Letters of Credit
which either (i) support indebtedness of Borrower incurred in the ordinary
course of business and permitted under Section 7.3 hereof or (ii) secure
performance obligations of Borrower and its Subsidiaries entered into in the
ordinary course of business; PROVIDED, HOWEVER, that the amount of all Letter of
Credit Obligations incurred by GE Capital pursuant to this Section 2.3(a) at any
one time outstanding (whether or not then due and payable) shall not exceed the
lesser of (A) $5,000,000 and (B) the Maximum Revolving Credit Loan less the
aggregate principal amount of all outstanding Revolving Credit Advances; and
PROVIDED FURTHER, HOWEVER, that (A) no Letter of Credit shall have an expiry
date which is more than one year following the date of issuance thereof, (B) GE
Capital shall be under no obligation to incur Letter of Credit Obligations in
respect of any Letter of Credit having an expiry date which is later than the
Commitment Termination Date, (C) no Letter of Credit shall be in a stated amount
of less than $10,000 and (D) the terms of each Letter of Credit shall be
acceptable to GE Capital in all respects, in its sole discretion. It is
understood that the determination of the bank or other legally authorized Person
(including GE Capital) which shall issue or accept, as the case may be, any
letter of credit or bankers' acceptance contemplated by this Section 2.3(a)
shall be made by GE Capital, in its sole discretion.

(b) In the event that GE Capital shall make any payment on or
pursuant to any Letter of Credit Obligation, such payment shall then be deemed
to constitute a Revolving Credit Advance under Section 2.1(a) hereof.

(c) (i) In the event that any Letter of Credit Obligation, whether or
not then due and payable, shall for any reason be outstanding on the Commitment
Termination Date, Borrower will pay to GE Capital cash or cash equivalents of
the type referred to in the second proviso in Section 7.2 hereof ("Cash
Equivalents") in an amount equal

to the maximum amount then available to be drawn under the related Letter of
Credit. Such cash or Cash Equivalents shall be held by GE Capital in a cash
collateral account (the "Cash Collateral Account"). The Cash Collateral Account
shall be in the name of GE Capital (as a cash collateral account), and shall be
under the sole dominion and control of GE Capital, subject to the terms of this
Section 2.3(c). Borrower hereby pledges to GE Capital, and grants to GE Capital
a security interest in, all such cash or Cash Equivalents held in the Cash
Collateral Account from time to time and all proceeds thereof, as security for
the payment of all amounts due in respect of such Letter of Credit Obligations,
whether or not then due.

(ii) From time to time after funds are deposited in the Cash
Collateral Account, GE Capital may apply such cash or Cash Equivalents then held
in the Cash Collateral Account to the payment of any amounts, in such order as
GE Capital may elect, as shall be or shall become due and payable by Borrower to
GE Capital with respect to such Letter of Credit Obligations.

(iii) Neither Borrower nor any Person claiming on behalf of or through
Borrower shall have any right to withdraw any of the cash or Cash Equivalents
held in the Cash Collateral Account, except that upon the termination of any
Letter of Credit Obligation in accordance with its terms and the payment of all
amounts payable by Borrower to GE Capital in respect thereof, any cash or Cash
Equivalents remaining in the Cash Collateral Account in excess of the then
remaining Letter of Credit Obligations shall be returned to Borrower.

(iv) GE Capital shall deposit the cash held in the Cash Collateral
Account in an interest-bearing account, and interest thereon shall be the
property of Borrower. Interest and earnings on the Cash Equivalents in the Cash
Collateral Account shall be the property of Borrower.

(d) In the event that GE Capital shall incur any Letter of Credit
Obligations pursuant hereto at the request or on behalf of Borrower, Borrower
agrees to pay to GE Capital, as compensation to GE Capital for such Letter of
Credit Obligation, commencing with the Fiscal Quarter in which such Letter of
Credit Obligation is incurred by GE Capital and quarterly thereafter for each
Fiscal Quarter during which such Letter of Credit Obligation shall remain
outstanding, a fee in an amount equal to the quotient of (i)

an amount equal to (A) the sum of the daily outstanding amount of such Letter of
Credit Obligations on each day during such Fiscal Quarter multiplied by (B) a
rate equal to 2% divided by (ii) 360. Fees payable in respect of Letter of
Credit Obligations shall be paid to GE Capital, in arrears, on the last day of
each Fiscal Quarter.

2.4. MANDATORY PREPAYMENT. (a) Upon receipt by Borrower of Net
Sales Proceeds or other asset sale proceeds as contemplated pursuant to Section
7.11 hereof, Borrower shall prepay the Loans (other than the Revolving Credit
Loan) with such proceeds and, with respect to any Net Sales Proceeds or other
asset sale proceeds remaining after such prepayments, Borrower shall prepay the
Revolving Credit Loan. Such prepayments shall be applied in the following
manner: (i) FIRST, to the then outstanding principal amount of the remaining
Term Loans, in such orders and as among the portions of such Loans as GE Capital
shall determine, and (ii) SECOND to the then outstanding principal amount of the
Revolving Credit Loan. Notwithstanding the foregoing, Borrower shall not make a
prepayment otherwise required pursuant to this Section 2.4(a) with the proceeds
of asset sales to the extent that such prepayment is waived by Agent (at the
direction or with the consent of the Required Lenders) in writing. Any
prepayments of any Loan pursuant to this Section 2.4(a) shall be applied FIRST,
to those portions of such Loan that constitute Index Rate Advances, and NEXT, to
those portions of such Loan that constitute LIBOR Advances. Notwithstanding the
foregoing, if any prepayment of a LIBOR Advance in the manner and at the times
provided above would result in any such prepayment occurring prior to the last
day of the Interest Period for such Advance, such prepayment shall instead be
made on the last day of the Interest Period therefor (unless the Agent, at the
direction or with the consent of the Required Lenders, otherwise directs). Any
prepayment of any Loan from the proceeds of asset sales pursuant to this Section
2.4(a) shall be accompanied by all accrued and unpaid interest on the principal
amounts so prepaid. Any prepayments of Revolving Credit Advances pursuant to
this Section 2.4(a) shall not be available to be reborrowed, and the Maximum
Revolving Credit Loan shall be permanently reduced by an amount equal to the
maximum amount of the proceeds of asset sales available to be applied to reduce
Revolving Credit Advances pursuant to clause (ii) above (even if all or a
portion of such proceeds of asset sales available pursuant to clause (ii) above
shall not have been applied in prepayment of Revolving Credit Advances due to
the

outstanding amount of Revolving Credit Advances being less than the amount of
such proceeds of asset sales available pursuant to clause (ii) above). Borrower
shall use reasonable good faith efforts to select Interest Periods in respect of
its LIBOR Advances in order to avoid circumstances whereby (or to minimize, to
the extent possible, the extent to which) any mandatory prepayments pursuant to
this Section 2.4(a) would result in a LIBOR Advance being prepaid prior to the
last day of the Interest Period with respect thereto.

(b) No prepayment fee shall be payable in respect of any mandatory
prepayment under this Section 2.4.

2.5. OPTIONAL PREPAYMENT; PREPAYMENT PREMIUM. (a) Borrower shall
have the right at any time (but subject to the provisions set forth below), on 5
Business Days' prior written notice to Agent, to voluntarily prepay, in whole or
in part, the then outstanding balance, including accrued and unpaid interest, of
the Loans, without premium or penalty except as set forth in Section 2.5(b) or
2.15(b) hereof; PROVIDED, HOWEVER, that such prepayment shall be applied in the
manner set forth in Section 2.4(a) hereof.

(b) Notwithstanding the foregoing, Borrower shall have no right to
prepay any LIBOR Advance prior to the end of the respective Interest Period
therefor, except pursuant to Section 2.4 or 2.17(c) hereof; PROVIDED, HOWEVER,
that Borrower may prepay any such LIBOR Advance in connection with a prepayment
in full of the Loans if such prepayment is accompanied by payment of all amounts
required to be paid by Borrower in respect thereof (if any) pursuant to Section
2.15(b) hereof.

2.6. USE OF PROCEEDS. Borrower shall use the proceeds of the
Revolving Credit Loan for working capital purposes and Capital Expenditures
related to the Systems.

2.7. SINGLE LOAN. The Revolving Credit Loan and the Term Loans and
all of the other Obligations of Borrower arising under this Agreement and the
other Loan Documents shall constitute one general obligation of Borrower
secured, until the Termination Date, by all of the Collateral.

2.8. INTEREST. (a) Borrower shall pay interest on the unpaid
principal amount of each Revolving Credit Advance from the date of such Advance
until the principal amount thereof shall be paid in full, at all times from the

Effective Date at a rate based on either the Index Rate or the LIBOR Rate as
follows: (x) with respect to each Term Loan bearing interest of the Index Rate,
at a rate per annum equal to the Index Rate plus the Applicable Margin, payable
quarterly in arrears on the last day of each Fiscal Quarter commencing on or
after the Effective Date and on the date such Term Loan is repaid in full; and
(y) with respect to each LIBOR Advance, at a rate per annum equal at all times
during the Interest Period therefor to the LIBOR Rate for such Interest Period
plus the Applicable Margin, payable in arrears on the last day of such Interest
Period or, if such Interest Period exceeds three months, on the last day of each
three month period and on the date such Term Loan is repaid in full.

(b) Borrower shall pay interest on the unpaid principal amount of
each Term Loan from the Effective Date until the principal amount thereof shall
be paid in full at all times at a rate based on either the Index Rate or the
LIBOR Rate as follows: (A) with respect to each Term Loan bearing interest at
the Index Rate, at a rate per annum equal to the Index Rate plus the Applicable
Margin, payable quarterly in arrears on the last day of each Fiscal Quarter
commencing on or after the Effective Date and on the date such Term Loan is
repaid in full; and (B) with respect to each Term Loan bearing interest at the
LIBOR Rate, at a rate per annum equal at all times during the Interest Period
therefor to the LIBOR Rate for such Interest Period plus the Applicable Margin,
payable in arrears on the last day of each Interest Period or, if such Interest
Period exceeds three months, on the last day of each three month period and on
the date such Term Loan is repaid in full.

(c) All computations of the LIBOR Rate shall be made by Agent on the
basis of a year of 360 days for the actual number of days (including the first
day but excluding the last) occurring in the period for which such interest is
payable. All computations of the Index Rate shall be made by Agent on the basis
of a year of 365 or 366 days, as the case may be, for the actual number of days
occurring in the period for which such interest is payable or accrues. Each
determination of the Index Rate for Index Rate Advances shall be on a daily
basis for (and for the period through and including) the next succeeding
Business Day. Each determination by Agent of an interest rate hereunder shall
be, in the absence of manifest error, conclusive and binding for all purposes.

(d) If any payment on any Loan becomes due and payable on a day other
than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day and, with respect to payments of principal, interest
thereon shall accrue at the then applicable rate during such extension and shall
be payable on such next succeeding Business Day.

(e) So long as any default in the payment of principal or interest
hereunder shall have occurred and be continuing, the interest rate applicable to
each Loan shall be increased by 2% per annum above the rate otherwise
applicable.

(f) Notwithstanding anything to the contrary set forth in this
Section 2.8, if at any time until payment in full of all of the Obligations, any
stated rate of interest hereunder exceeds the highest rate of interest
permissible under any law which a court of competent jurisdiction shall, in a
final determination, deem applicable hereto (the "Maximum Lawful Rate"), then in
such event and so long as the Maximum Lawful Rate would be so exceeded, the rate
of interest hereunder shall to the extent permitted by law be equal to the
Maximum Lawful Rate; PROVIDED, HOWEVER, that if at any time thereafter, any
stated rate of interest hereunder is less than the Maximum Lawful Rate, to the
extent permitted by law interest shall continue to be paid or accrued hereunder
at the Maximum Lawful Rate until such time as the total interest received by any
Lender hereunder is equal to the total interest which such Lender would have
received had each such interest rate been (but for the operation of this
paragraph) the interest rate since the Effective Date. Thereafter, the interest
rate hereunder shall be the rate otherwise set forth in this Agreement for each
Loan or portion thereof, unless and until any such interest rate again exceeds
the Maximum Lawful Rate, in which event this paragraph shall again apply. In no
event shall the total interest received by any Lender pursuant to the terms
hereof exceed the amount which such Lender could lawfully have received had the
interest due hereunder been calculated for the full term hereof at the Maximum
Lawful Rate. In the event interest is calculated at the Maximum Lawful Rate
pursuant to this paragraph, such interest shall be calculated at a daily rate
equal to the Maximum Lawful Rate divided by the number of days in the year in
which such calculation is made. In the event that a court of competent
jurisdiction, notwithstanding the provisions of this Section 2.8(f), shall make
a final determination that any Lender has

received interest hereunder or under any of the Loan Documents in excess of the
Maximum Lawful Rate, such Lender shall, to the extent permitted by applicable
law, promptly apply such excess first to any interest due and not yet paid under
the Loans, then to any due and payable principal of the Loans, then to the
remaining principal amount of the Loans, then to other unpaid Obligations and
thereafter refund any excess to Borrower or as a court of competent jurisdiction
may otherwise order.

(g) Notwithstanding anything herein to the contrary, the rate of
interest applicable to any Loan shall not be less than 2% per annum.

2.9. LIMITATIONS ON TYPES OF ADVANCES. Notwithstanding any other
provision of this Agreement, there shall not at any time be in effect (and
Borrower shall not be entitled to select) more than three Interest Periods with
respect to all outstanding LIBOR Advances.

2.10. RECEIPT OF PAYMENTS. Borrower shall make each payment under
this Agreement not later than 2:00 P.M. (New York City time) on the day when due
in lawful money of the United States of America in immediately available funds
to Agent's depository bank in the United States as designated by Agent from time
to time for deposit in Agent's depositary account or, if Agent so notifies
Borrower, directly to each Lender, ratably based on the respective principal
amounts of the Notes held by each Lender that relate to the Loan in respect of
which such payment is made or applied. Agent will, upon any such deposit to its
depositary account, promptly thereafter cause to be distributed like funds
relating to the payment of principal or interest (other than interest or
principal payments on the Revolving Credit Loan, which will be paid directly to
GE Capital) ratably to Lenders as provided above, and like funds relating to the
payment of any other amount payable to any Lender to such Lender, in each case
to be applied in accordance with the terms of this Agreement. For purposes only
of computing interest hereunder, all payments shall be applied by GE Capital to
the Revolving Credit Loan and by each Lender to its Term Loans on the day
payment has been credited by Agent's depository bank to Agent's depositary
account in immediately available funds or, if Agent has notified Borrower to
make any such payments directly to any Lender, such payments shall be applied by
each Lender to its Term Loans on the day payment has been received by such
Lender in immediately available funds. For purposes of

determining the amount of funds available for borrowing by Borrower pursuant to
Section 2.1(a) hereof, such payments shall be applied by GE Capital against the
outstanding amount of the Revolving Credit Loan at the time they are credited to
its account.

2.11. APPLICATION OF PAYMENTS. Except as otherwise expressly
provided herein, Borrower irrevocably waives the right to direct the application
of any and all payments at any time or times hereafter received by Agent or any
Lender from or on behalf of Borrower pursuant to the terms of this Agreement,
and Borrower irrevocably agrees that, except as otherwise expressly provided
herein, Agent and Lenders shall have the continuing exclusive right to apply any
and all such payments against the then due and payable Obligations and in
repayment of the Revolving Credit Loan and the Term Loans as they each may deem
advisable. In the absence of a specific determination by Agent and the Required
Lenders with respect thereto, the same shall be applied in the following order:
(i) then due and payable fees and expenses; (ii) then due and payable interest
payments on the Loans; and (iii) then due and payable principal payments on the
Loans. Notwithstanding the foregoing, prior to the occurrence of a Default or
Event of Default, Agent agrees to apply payments received in accordance with
instructions received from Borrower (if any) in connection with such payments,
to the extent such instructions are consistent with the provisions of this
Agreement. GE Capital is authorized to, and at its option may, make advances on
behalf of Borrower for payment of all fees, expenses, Charges, costs, principal
or interest incurred by Borrower hereunder. Such advances shall be made when
and as Borrower fails to promptly pay such fees, expenses, Charges, costs,
principal or interest and, at GE Capital's option shall be deemed to be
additional Revolving Credit Advances constituting part of the Revolving Credit
Loan hereunder and comprised of Index Rate Advances or LIBOR Advances (as
selected by GE Capital).

2.12. SHARING OF PAYMENTS, ETC. If any Lender shall obtain any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off or otherwise) on account of any Loan made by it in excess of its ratable
share of payments on account of such Loan obtained by all Lenders, such Lender
shall forthwith purchase from each other Lender such participations in such Loan
made by each other Lender as shall be necessary to cause such purchasing Lender
to share the excess payment ratably with each other

Lender; PROVIDED, HOWEVER, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Lender, such purchase from each Lender
shall be rescinded and each Lender shall repay to the purchasing Lender the
purchase price to the extent of such recovery together with an amount equal to
such Lender's ratable share (according to the proportion of (i) the amount of
such Lender's required repayment to (ii) the total amount so recovered from the
purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered. Borrower agrees
that any Lender so purchasing a participation from another Lender pursuant to
this Section 2.12 may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of set-off) with respect to such
participation as fully as if such Lender were the direct creditor of Borrower in
the amount of such participation.

2.13. ACCOUNTING. Agent will provide a monthly accounting of
transactions under the Revolving Credit Loan and the Term Loans, if applicable,
to Borrower. Each and every such accounting shall (absent manifest error) be
deemed final, binding and conclusive upon Borrower in all respects as to all
matters reflected therein unless Borrower, within 90 days after the date any
such accounting is rendered, shall notify Agent in writing of any objection
which Borrower may have to any such accounting, describing the basis for such
objection with specificity. In that event, only those items expressly objected
to in such notice shall be deemed to be disputed by Borrower. Agent's
determination, based upon the facts available, of any item objected to by
Borrower in such notice shall (absent manifest error) be final, binding and
conclusive on Borrower, unless Borrower shall, within 30 days following Agent's
notifying Borrower of such determination, either (i) commence a judicial
proceeding to resolve such objection or (ii) submit such dispute to KPMG Peat
Marwick, independent public accountants, for resolution of the items in dispute
(which resolution shall be final, conclusive and binding on both parties). The
fees of such independent public accountant shall be borne by Lenders if such
resolution shall indicate that the items in dispute were not accounted for
accurately by Agent, and shall otherwise be borne by Borrower.

2.14. TAXES. (a) Any and all payments by Borrower hereunder or
under the Notes shall be made, in accordance with Section 2.10 hereof, free and
clear of and

without deduction for any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto,
excluding taxes imposed on or measured by the net income of any Lender or Agent,
as the case may be (all such non-excluded taxes, levies, imposts, deductions,
charges, withholdings and liabilities being hereinafter referred to as "Taxes").
If Borrower shall be required by law to deduct any Taxes from or in respect of
any sum payable hereunder or under any Note to any Lender or Agent, (i) the sum
payable shall be increased as may be necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 2.14) such Lender or Agent, as the case may be, receives an amount
equal to the sum it would have received had no such deductions been made, (ii)
Borrower shall make such deductions and (iii) Borrower shall pay the full amount
deducted to the relevant taxing or other authority in accordance with applicable
law.

(b) In addition to the foregoing, Borrower agrees to pay any present
or future stamp or documentary taxes or any other sales, excise or property
taxes, charges or similar levies that arise from any payment made hereunder or
under the Notes or from the execution, delivery or registration of, or otherwise
with respect to, this Agreement or the Notes (hereinafter referred to as "Other
Taxes").

(c) Borrower shall indemnify each Lender and Agent for the full
amount of Taxes or Other Taxes (including, without limitation, any Taxes or
Other Taxes imposed by any jurisdiction on amounts payable under this
Section 2.14) paid by such Lender or Agent and any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto,
whether or not such Taxes or Other Taxes were correctly or legally asserted.
Such indemnification shall be made within 30 days from the date such Lender or
Agent makes written demand therefor.

(d) Within 30 days after the date of any payment of Taxes, Borrower
shall furnish to Agent and each Lender, at their addresses referred to in
Section 11.11 hereof, the original or a certified copy of a receipt evidencing
payment thereof.

(e) Without prejudice to the survival of any other agreement of
Borrower hereunder, the agreements and obligations of Borrower contained in this
Section 2.14 shall

survive the payment in full of principal and interest hereunder and under the
Notes.

2.15. INDEMNITY. (a) Borrower shall indemnify and hold Agent and
each Lender harmless from and against any and all suits, actions, proceedings,
claims, damages, losses, liabilities and expenses (including, without
limitation, reasonable attorneys' fees and disbursements, including those
incurred upon any appeal) which may be instituted or asserted against or
incurred by Agent or such Lender as a result of its having entered into any of
the Loan Documents or extended credit hereunder; PROVIDED, HOWEVER, that
Borrower shall not be liable for such indemnification to any such indemnified
Person to the extent that any such suit, action, proceeding, claim, damage,
loss, liability or expense (x) results from such indemnified Person's gross
negligence or willful misconduct, (y) relates to a dispute between Agent or any
Lender and any of the Loan Parties or (z) results from a breach by Agent or such
Lender of its obligations under the last sentence of Section 11.1(b) hereof.

(b) Borrower understands that in connection with Lenders' arranging
to provide the LIBOR Advances from time to time at the option of Borrower on the
terms provided herein, Lenders have entered or may enter into funding
arrangements with third parties ("Funding Arrangements") on terms and conditions
which could result in substantial losses to such Lenders if any LIBOR Advances
do not remain outstanding at the interest rates provided herein for the entire
Interest Period with respect to which such LIBOR Advance has been fixed.
Consequently, in order to induce Lenders to provide the LIBOR Advances on the
terms provided herein and in consideration for the entering into by Lenders of
Funding Arrangements from time to time in contemplation thereof, if any LIBOR
Advance is repaid in whole or in part prior to the last day of the Interest
Period therefor (whether any such repayment is made pursuant to any provision of
this Agreement or any other Loan Document or is the result of acceleration, by
operation of law or otherwise), Borrower shall indemnify and hold harmless each
Lender from and against and in respect of any and all losses, costs and expenses
resulting from, or arising out of or imposed upon or incurred by such Lender by
reason of the liquidation or reemployment of funds acquired or committed to be
acquired by such Lender to fund such LIBOR Advance, pursuant to the Funding
Arrangements. The amount of any losses, costs or expenses resulting in an
obligation of

Borrower to make a payment pursuant to the foregoing sentence shall not include
any losses attributable to any Lender's lost profit, but shall represent the
excess, if any, of (i) such Lender's cost of borrowing the relevant LIBOR
Advance pursuant to the Funding Arrangements over (ii) the return such Lender
would receive on its reinvestment of such funds; PROVIDED, HOWEVER, that if any
Lender terminates any Funding Arrangements in respect of any LIBOR Advance, the
amount of such losses, costs and expenses shall include the cost to such Lender
of such termination. As promptly as practicable under the circumstances, each
Lender shall provide Borrower with its written calculation of all amounts
payable pursuant to the next preceding sentence, and such calculation shall be
binding on the parties hereto unless Borrower shall object thereto in writing
within ten Business Days of receipt thereof. Notwithstanding the foregoing, the
provisions of this Section 2.15(b) shall not apply in respect of any such
prepayment of any Loan or LIBOR Advance required to be made solely as a result
of the provisions of Section 2.4 (other than with the proceeds of asset sales)
or 2.17(c) hereof.

(c) Borrower hereby waives and relinquishes any set-off or similar
rights which it may have against Agent or any Lender with respect to any
Obligation under this Agreement; PROVIDED that, with respect to any Default or
Event of Default asserted by Agent or any Lender, this sentence shall not be
deemed to impair Borrower's right to assert any claim against Agent or any
Lender that, if adjudicated to be correct by a court of competent jurisdiction,
would excuse or cure such Default or Event of Default.

2.16. ACCESS. (a) Without limiting any other rights that Agent or
any Lender may otherwise have, Agent and any of its officers, employees and/or
agents shall have the right, exercisable as frequently as Agent determines to be
appropriate, during normal business hours (or at such other times as may
reasonably be requested by Agent), to inspect the properties and facilities of
Borrower and its Subsidiaries and to inspect, audit and make extracts from all
of Borrower's and its Subsidiaries' records, files and books of account at the
place(s) where the same shall be located all to the extent, but only to the
extent, that such inquiry is related to its position as Agent. Borrower shall
deliver any document or instrument reasonably necessary for Agent, as it may
request, to obtain records from any service bureau maintaining records for
Borrower or its Subsidiaries. Borrower shall instruct its and its Subsidiaries'
banking

and other financial institutions to make available to Agent such information and
records as Agent may reasonably request.

(b) Agent and each Lender agree to exercise their reasonable efforts
to keep any information delivered or made available by Borrower pursuant hereto
confidential from anyone other than Persons employed or retained by Agent or
such Lender who are expected to become engaged in evaluating, approving,
structuring, administering or transferring the Loans; PROVIDED, that nothing
herein shall prevent Agent or any Lender from disclosing such information (i) to
any other Lender, (ii) upon the order of any court or administrative agency or
as otherwise may be required by law, (iii) upon the request or demand of any
regulatory agency or authority having jurisdiction over Agent or such Lender, as
the case may be, (iv) which has been publicly disclosed or is otherwise
available to Agent or such Lender on a nonconfidential basis, (v) in connection
with any litigation to which Agent, any Lender, Cablevision, Borrower or any
other Loan Party or any of its Subsidiaries may be a party, (vi) to the extent
reasonably required in connection with the exercise or enforcement of any rights
or remedies under the Loan Documents, (vii) to Agent's or such Lender's legal
counsel and independent auditors and (viii) to any actual or proposed
participant or to any other Person in connection with any actual or proposed
sale, transfer or other disposition of all or any part of the Loans, if such
other Person, prior to such disclosure, agrees for the benefit of Borrower to
comply with the provisions of this subsection (b).

2.17. CAPITAL ADEQUACY; INCREASED COSTS; ILLEGALITY. (a) If any
Lender shall determine that the adoption of any applicable law, rule or
regulation regarding capital adequacy, or any change therein, or any change in
the interpretation or administration thereof by any Governmental Authority,
central bank or comparable agency charged with the interpretation or
administration thereof or compliance by such Lender (or its lending office) with
any request or directive regarding capital adequacy (whether or not having the
force of law) of any such Governmental Authority, central bank or comparable
agency, has or would have the effect of reducing the rate of return on such
Lender's capital as a consequence of its obligations hereunder or credit
extended by it hereunder to a level below that which such Lender could have
achieved but for such adoption, change or compliance by an amount deemed by such
Lender to

be material, then from time to time as specified by such Lender by written
notice to Borrower, Borrower shall pay such additional amount or amounts as will
compensate such Lender for such reduction (such notice to indicate Lender's
method of determining the amount of such reduction and that such method is
consistent with such Lender's treatment of customers similar to Borrower having
similar provisions generally in their agreements with such Lender, which method
and amount will be conclusive and binding absent manifest error).

(b) If, due to either (i) the introduction of or any change in or in
the interpretation of any law or regulation or (ii) the compliance with any
guideline or request from any central bank or other Governmental Authority
(whether or not having the force of law), there shall be any increase in the
cost to any Lender of agreeing to make or making, funding or maintaining any
Loan or portion thereof bearing interest based on the LIBOR Rate, then Borrower
shall from time to time, upon demand by such Lender (with a copy of such demand
to Agent), pay to Agent for the account of such Lender additional amounts
sufficient to compensate such Lender for such increased cost. A certificate as
to the amount of such increased cost, submitted to Borrower and Agent by such
Lender, shall be conclusive and binding on Borrower for all purposes, absent
manifest error. Each Lender agrees that, as promptly as practicable after it
becomes aware of any circumstances referred to in clause (i) or (ii) above which
would result in any such increased cost to such Lender, such Lender shall, to
the extent not inconsistent with such Lender's internal policies of general
application, use reasonable commercial efforts to minimize costs and expenses
incurred by it and payable to it by Borrower pursuant to this Section 2.17(b).

(c) Notwithstanding anything to the contrary contained herein, if the
introduction of or any change in or in the interpretation of any law or
regulation shall make it unlawful, or any central bank or other Governmental
Authority shall assert that it is unlawful, for any Lender to agree to make or
to make or to continue to fund or maintain any Loan bearing interest based on
the LIBOR Rate, then, unless such Lender is able to agree to make or to continue
to fund or to maintain such Loan which bears interest based on the LIBOR Rate at
another branch or office of such Lender without, in such Lender's opinion,
adversely affecting it or its Loans or the income obtained therefrom, on notice
thereof and demand therefor by such Lender to

Borrower through Agent, (i) the obligation of such Lender to agree to make or to
make or to continue to fund or maintain Loans or any portion thereof bearing
interest based on the LIBOR Rate shall terminate and (ii) Borrower shall
forthwith prepay in full all outstanding Loans or any portions thereof then
bearing interest based on the LIBOR Rate, together with interest accrued thereon
(but without any penalty for such prepayment), of such Lender UNLESS Borrower,
within five Business Days after the delivery of such notice and demand, converts
each such Loan into a Loan bearing interest based on the Index Rate.

(d) Agent, upon becoming aware thereof, shall promptly notify
Borrower of the occurrence of any event described in this Section 2.17.
Borrower shall have the right within five Business Days of receipt of such
notice to convert any outstanding LIBOR Advance to an Index Rate Advance.

2.18. INCOME TAX REPORTING. (a) Subject to Section 2.18(c),
Borrower, Lenders and Agent hereby acknowledge and agree that for U.S. federal
income tax reporting purposes:

(i) the Term Loans will be aggregated (as contemplated by
proposed Treasury Regulation Section 1.1275-2(c)) (as aggregated, the
"Aggregate Loan") and treated as a single debt instrument with a
single issue price, maturity date, yield to maturity and stated
redemption price at maturity for purposes of Sections 1271 through
1275 of the IRC and the proposed Treasury Regulations thereunder;

(ii) the Aggregate Loan is a debt instrument to which Section
1274 of the IRC applies;

(iii) the "issue date" (as defined in Section 1275(a)(2) of
the IRC and the proposed Treasury Regulations thereunder) of the
Aggregate Loan is the Effective Date;

(iv) the maturity date of the Aggregate Loan is the Maturity
Date;

(v) the Aggregate Loan constitutes a "variable rate debt
instrument" as defined in proposed Treasury Regulation Section 1.1275-
5; and

(vi) the Aggregate Loan is not part of an "investment unit" and
the provisions governing the determination of the issue price of an
investment unit as set forth in proposed Treasury Regulation Section
1.1273-2(f) do not apply.

(b) Notwithstanding Section 2.19(a), if the Internal Revenue Service
promulgates new final, temporary or proposed regulations under any of Sections
1271 through 1275 of the IRC, or if any of Sections 1271 through 1275 of the IRC
are amended, and such regulations or amendments are applicable to any of the
loans made pursuant to this Agreement, or if there is another change in the tax
law (or interpretations thereof) applicable to the reporting of the loans made
pursuant to this Agreement, Borrower and Agent will negotiate in good faith to
determine the effect of any of the foregoing on the reporting of the loans made
pursuant to this Agreement and to agree upon a consistent treatment for federal
income tax reporting purposes of the loans made pursuant to this Agreement.

(c) Within 20 days after the end of any year, Agent shall furnish
Borrower with its computation of the amount of interest income and deductions
attributable to the Loans for U.S. federal income tax purposes. If Borrower
does not agree with such computation, Borrower shall notify Agent, and promptly
thereafter Borrower and Agent will negotiate in good faith to attempt to resolve
any disagreement with respect to Agent's computation. It is Borrower's,
Lenders' and Agent's intention to use their reasonable efforts to reach an
agreement with respect to such computation. If such agreement is reached, each
of Borrower and the Lenders will consistently report the amount of any interest
income and deductions reflected in such agreed upon computation.

3. CONDITIONS PRECEDENT

3.1. CONDITIONS TO EFFECTIVENESS. Notwithstanding any other
provision of this Agreement and without affecting in any manner the rights of
Agent or any Lender hereunder, this Agreement shall not be effective unless and
until the Effective Date shall have occurred under the USC Partnership Agreement
and Borrower shall have delivered to Agent, in form and substance satisfactory
to Agent and (unless otherwise indicated) each dated the Effective Date:

(a) Evidence, in form and substance reasonably satisfactory to Agent,
that all aspects of the Prepayment Transactions have closed or are
simultaneously closing herewith on terms satisfactory to Agent, in compliance
with all relevant laws and regulations.

(b) A Notice of Revolving Credit Advance or Conversion, if a
Revolving Credit Advance is to be made on the Effective Date, each duly executed
by Borrower.

(c) Favorable opinions of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel to the Loan
Parties, in substantially the form attached hereto as Exhibit C-1, and of ▇▇▇▇▇▇
▇. ▇▇▇▇▇, counsel to Cablevision, in substantially the form attached hereto as
Exhibit C-2, it being understood that to the extent that any such opinion shall
rely upon any other opinion of counsel or any of such opinions are to instead be
rendered by other counsel, each such other counsel shall be acceptable to Agent
and each such other opinion shall be in form and substance reasonably
satisfactory to Agent and shall provide that Agent and each Lender may rely
thereon.

(d) Resolutions of (i) the board of directors of each Loan Party
which is a corporation, certified by the Secretary or Assistant Secretary of
such Loan Party and (ii) the general partners or management committee of each
Loan Party which is a partnership, certified by a general partner of each such
partnership, in each case as of the Effective Date, to be duly adopted and in
full force and effect on such date, authorizing (A) the consummation of each of
the transactions contemplated by the Loan Documents to which each such Loan
Party is a party, (B) specific officers to execute and deliver this Agreement
(in the case of Borrower) and each other Loan Document to which such Loan Party
is a party and (C) the execution, delivery and performance by each such Loan
Party of each Ancillary Agreement to be delivered on or prior to the Effective
Date and to which such Loan Party is a party.

(e) [Intentionally Omitted]

(f) A copy of the organizational documents and all amendments thereto
of each Loan Party and copies of such Loan Party's by-laws and partnership
agreements, certified by the Secretary or Assistant Secretary (or general
partner, if applicable) of such Loan Party as true and correct as of the
Effective Date.

(g) A certificate of the Senior Vice President and Treasurer of
Borrower (or other officer of Borrower acceptable to Agent) stating that all of
the representations and warranties of each Loan Party contained herein or in any
of the Loan Documents are correct on and as of the Effective Date as though made
on and as of such date (except to the extent any such representation or warranty
expressly relates to an earlier date and except for changes therein permitted or
contemplated by this Agreement) and that no event has occurred and is
continuing, or would result from a Revolving Credit Advance, if made on the
Effective Date, or the Prepayment Transactions, which constitutes or would
constitute a Default or an Event of Default.

(h) Payment of all reasonable fees and expenses of (i) Agent's
outside counsel Weil, Gotshal & ▇▇▇▇▇▇ LLP (upon submission no later than 11:00
A.M. (New York City time) on the Effective Date of a statement thereof in
reasonable detail) and (ii) all special local counsel (including, without
limitation, ▇▇▇▇, Scholer, Fierman, ▇▇▇▇ & Handler and Akin, Gump, Strauss,
▇▇▇▇▇ & ▇▇▇▇, L.L.P.) retained in connection with any of the Loan Documents and
the transactions contemplated thereby.

(i) Certificates of the Secretary or an Assistant Secretary of each
Loan Party (or other officer of Borrower acceptable to Agent) which is a
corporation and of a general partner of each Loan Party which is a partnership
as to the incumbency and signatures of the officers or representatives of such
entity executing this Agreement, the Term Notes, the Revolving Credit Note, any
of the Loan Documents or other Ancillary Agreements to be delivered on or prior
to the Effective Date or any other certificate or document to be delivered by
such Person pursuant hereto or thereto, together with evidence of the incumbency
and authority of such Secretary or Assistant Secretary.

(j) A copy (or other evidence reasonably satisfactory to Agent) of
each consent, license and approval required to have been obtained in connection
with the execution, delivery, performance, validity and enforceability of this
Agreement, the other Loan Documents and Ancillary Agreements, the consummation
of the Prepayment Transactions, such consents, licenses and approvals to be
satisfactory, in form and substance, to Agent.

(k) Such additional information and materials as Agent may
reasonably request, including, without limitation,

copies of any debt agreements, security agreements and other material contracts.

CONDITIONS TO EACH REVOLVING CREDIT ADVANCE AND EACH INCURRENCE
OF A LETTER OF CREDIT OBLIGATION. (a) It shall be a condition to the funding
of each subsequent Revolving Credit Advance and to the incurrence by GE Capital
of Letter of Credit Obligations, that the following statements shall be true on
the date of each such funding, advance or incurrence:

(i) All of the representations and warranties of the Loan
Parties contained herein or in any of the Loan Documents shall be
correct on and as of each such date as though made on and as of such
date, except (A) to the extent that any such representation or
warranty expressly relates to an earlier date and (B) for changes
therein permitted or contemplated by this Agreement.

(ii) No event shall have occurred and be continuing, or
would result from any such funding or incurrence, which constitutes or
would constitute a Default or an Event of Default.

(iii) The aggregate unpaid principal amount of the Revolving
Credit Loan plus the aggregate outstanding Letter of Credit
Obligations, after giving effect to such Revolving Credit Advance or
incurrence of Letter of Credit Obligations, shall not exceed the
Maximum Revolving Credit Loan.

(b) The acceptance by Borrower of the proceeds of any Revolving
Credit Advance, including the incurrence by GE Capital of any Letter of Credit
Obligations, shall be deemed to constitute, as of the date of such acceptance,
(i) a representation and warranty by Borrower that the conditions in Section
3.2(a) hereof have been satisfied and (ii) a confirmation by Borrower of the
granting and continuance of Agent's Liens pursuant to the Collateral Documents.

4. REPRESENTATIONS AND WARRANTIES

To induce GE Capital and Lenders to make the Revolving Credit Loan and
to incur the Letter of Credit Obligations, each as herein provided for, Borrower
makes the following representations and warranties to GE Capital and Lenders,
each and all of which (subject, in the case of Section 4.7 hereof, to the
provisions of Section 6.15 hereof) shall be true and correct as of the date of
execution and delivery of this Agreement after giving effect to the Prepayment
Transactions, and each and all of which shall survive the execution and delivery
of this Agreement:

4.1. CORPORATE OR PARTNERSHIP EXISTENCE; COMPLIANCE WITH LAW.
Borrower and each of its Subsidiaries (i) is a corporation or partnership duly
organized, validly existing and in good standing under the laws of its state of
incorporation or organization; (ii) is duly qualified to do business and is in
good standing under the laws of each jurisdiction where its ownership or lease
of property or the conduct of its business requires such qualification (except
for jurisdictions in which such failure to so qualify or to be in good standing
would not have a Material Adverse Effect); (iii) has the requisite corporate or
partnership power and authority to own, pledge, mortgage or otherwise encumber
and operate its properties, to lease the property it operates under lease, and
to conduct its business as now and proposed to be conducted; (iv) has, or will
by the Effective Date have, all material licenses, permits, consents or
approvals from or by, and has made all material filings with, and has given all
material notices to, all Governmental Authorities having jurisdiction, to the
extent required for such ownership, operation and conduct (except where any
failure to obtain such licenses, permits, consents or approvals, or to make such
filings, would not have a Material Adverse Effect); (v) is in compliance with
its certificate of incorporation and by-laws or certificate or articles of
partnership or partnership agreement (as the case may be); and (vi) is in
compliance with all applicable provisions of law where the failure to comply
would have a Material Adverse Effect.

4.2. EXECUTIVE OFFICES. The current location of Borrower's and each
of its Subsidiaries' executive offices and principal place of business is set
forth on Schedule 4.2 hereto.

4.3. SUBSIDIARIES. There currently exist no Subsidiaries of Borrower
other than as set forth on Schedule 4.3 hereto, which sets forth such
Subsidiaries, together with their respective jurisdictions of organization, and
the authorized and outstanding Stock of each such Subsidiary by class and the
number and percentage of each such class legally owned by Borrower or a
Subsidiary of Borrower or any other Person, or to be owned by the Effective
Date. There are no outstanding options, warrants, rights to purchase or similar
rights covering Stock of any such Subsidiary.

4.4. CORPORATE OR PARTNERSHIP POWER; AUTHORIZATION; ENFORCEABLE
OBLIGATIONS. The execution, delivery and performance by Borrower and its
Subsidiaries of the Loan Documents, and all other existing Ancillary Agreements
and all instruments and documents to be delivered by Borrower and its
Subsidiaries, to the extent they are parties thereto, hereunder and thereunder,
and the creation of all Liens provided for herein and therein: (i) are within
Borrower's and its Subsidiaries' corporate or partnership power; (ii) have been,
or by the Effective Date will be, duly authorized by all necessary or proper
corporate or partnership action; (iii) are not in contravention of any provision
of Borrower's or its Subsidiaries' respective certificates or articles of
incorporation or by-laws or certificates or articles of partnership or
partnership agreements, as the case may be; (iv) will not violate any law or
regulation, or any order or decree of any court or Governmental Authority (other
than violations which will not, individually or in the aggregate, have a
Material Adverse Effect and which are not known to Borrower); (v) will not
conflict with or result in the breach or termination of, or constitute a default
under or accelerate any performance required by, any indenture, mortgage, deed
of trust, lease, agreement or other instrument to which Borrower or any of its
Subsidiaries is a party or by which Borrower or any of its Subsidiaries or any
of their property is bound; (vi) will not result in the creation or imposition
of any Lien upon any of the property of Borrower or any of its Subsidiaries
other than those in favor of Agent pursuant to the Loan Documents; and (vii) do
not require the consent or approval of any Governmental Authority or any other
Person, except for the Media Approvals, all of which will have been duly
obtained, made or complied with prior to the Effective Date, except as provided
in the Collateral Documents and except for violations which will not have a

Material Adverse Effect and which are not known to Borrower. Upon the delivery,
on or prior to the Effective Date, of each of the Loan Documents, each such Loan
Document will have been duly executed and delivered for the benefit of or on
behalf of Borrower or its Subsidiaries, as the case may be, and each will then
constitute a legal, valid and binding obligation of Borrower or its
Subsidiaries, to the extent they are parties thereto, enforceable against them
in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium and laws affecting creditors' rights generally and,
as to enforceability, to general principles of equity (regardless of whether
enforcement is sought in a proceeding of law or in equity).

4.5. FINANCIAL STATEMENTS. (a) The audited and unaudited balance
sheets and statements of income, retained earnings and statements of cash flow
of V Cable and its consolidated Subsidiaries most recently furnished to GE
Capital, as agent and each lender under the Existing Loan Agreement prior to the
date of this Agreement, have been, except as noted therein, prepared in
conformity with GAAP consistently applied throughout the periods involved, and
present fairly the consolidated financial position of V Cable or such Subsidiary
(as the case may be) in each case as at the dates thereof, and the results of
operations and statements of cash flow for the periods then ended (as to the
unaudited interim financial statements, subject to normal year-end audit
adjustments).

(b) V Cable and its Subsidiaries, as of December 31, 1995, had no
obligations, contingent liabilities or liabilities for Charges, long-term leases
or unusual forward or long-term commitments which are not reflected in the
consolidated balance sheet of Borrower and its Subsidiaries referred to in
Section 4.5(a) hereof and which would have a Material Adverse Effect.

(c) No dividends or other distributions have been declared, paid or
made upon any Stock of V Cable or Borrower or any of its Subsidiaries nor has
any Stock of Borrower or any of its Subsidiaries been redeemed, retired,
purchased or otherwise acquired for value by Borrower or any of its Subsidiaries
since December 31, 1995, otherwise than as permitted by this Agreement or as
reflected in the consolidated balance sheet of Borrower and its consolidated
Subsidiaries referred to in Section 4.5(a) hereof.

[INTENTIONALLY OMITTED]

4.7. OWNERSHIP OF PROPERTY; LIENS. (a)(i) Except as disclosed in
Schedules 4.7(a) and 4.7(b) hereto, each of Borrower and each of its
Subsidiaries owns good and marketable fee simple title to all of the Real Estate
described on Schedule 4.7(a) hereto and good, valid and marketable leasehold
interests in the Leases described in Schedule 4.7(b) hereto, and good and
marketable title to, or valid leasehold interests in, all of its other
properties and assets, except where any failure to hold any such title or
interest would not have a Material Adverse Effect; (ii) none of the properties
or assets of Borrower or any of its Subsidiaries, including, without limitation,
the Real Estate and Leases, are subject to any Liens, except (x) Permitted
Encumbrances and (y) Liens pursuant to the Collateral Documents; and
(iii) Borrower and each of its Subsidiaries have received all deeds,
assignments, waivers, consents, non-disturbance and recognition or similar
agreements, bills of sale and other documents, and duly effected all recordings,
filings and other actions necessary to establish, protect and perfect Borrower's
and its Subsidiaries' right, title and interest in and to all such property
except where the failure to have received such documents or effected such
actions will not, in the aggregate, have a Material Adverse Effect.

(b) All real property owned or leased by Borrower or any of its
Subsidiaries is set forth on Schedules 4.7(a) and 4.7(b) hereto, respectively.
Neither Borrower nor any of its Subsidiaries owns any other Real Estate or is
lessee or lessor under any leases other than as set forth therein. Schedules
4.7(a) and 4.7(b) hereto are true and correct in all material respects. Part
One of Schedule 4.7(b) hereto sets forth all Leases of real property held by
Borrower or any of its Subsidiaries as lessee and Part Two of Schedule 4.7(b)
hereto sets forth all leases of real property held by Borrower or any of its
Subsidiaries as lessor together with information regarding the commencement
date, termination date, renewal options (if any) and annual base rents for the
years 1994 and 1995. Each of such leases is valid and enforceable in accordance
with its terms and is in full force and effect, subject to applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting
creditors' rights generally and to general equitable principles. Borrower has
delivered to Agent true and com-

plete copies of each of such leases set forth on Part One and Part Two of
Schedule 4.7(b) hereto and all documents affecting the rights or obligations of
Borrower or any of its Subsidiaries which is a party thereto, including, without
limitation, any non-disturbance and recognition agreement, subordination
agreement, attornment agreement and any agreement regarding the term or rental
of any of the Leases. Neither Borrower nor any of its Subsidiaries nor any
other party to any such lease is in default of its obligations thereunder or has
delivered or received any notice of default under any such lease, nor has any
event occurred which, with the giving of notice, the passage of time or both,
would constitute a default under any such lease, except for any default which
would not have a Material Adverse Effect.

(c) No real property, or any part thereof, owned or leased by
Borrower or any of its Subsidiaries has been materially damaged by fire or other
casualty which has not been completely restored or is subject to any pending,
or, to the knowledge of Borrower or any of its Subsidiaries, threatened or
contemplated condemnation proceeding or any sale or other disposition thereof,
in lieu of condemnation.

4.8. NO DEFAULT. Neither Borrower nor any of its Subsidiaries is in
default, nor, to Borrower's knowledge, is any third party in default, under or
with respect to any Media License, contract, agreement, lease or other
instrument to which it is a party, except for any default which (either
individually or collectively with other defaults arising out of the same event
or events) would not have a Material Adverse Effect, and no Default or Event of
Default has occurred and is continuing.

4.9. LABOR MATTERS. There are no strikes or other labor disputes
against V Cable, Borrower or any of their respective Subsidiaries pending or, to
Borrower's knowledge, threatened, which would have a Material Adverse Effect.
Hours worked by and payment made to employees of Borrower and its Subsidiaries
have not been in violation of the Fair Labor Standards Act or any other
applicable law dealing with such matters which would have a Material Adverse
Effect. All payments due from Borrower or any of its Subsidiaries on account of
employee health and welfare insurance which would have a Material Adverse Effect
if not

paid have been paid or accrued as a liability on the books of Borrower or such
Subsidiary.

4.10. OTHER VENTURES. Except as set forth in Schedule 4.10 neither
Borrower nor any of its Subsidiaries is engaged in any joint venture or
partnership with any other Person.

4.11. INVESTMENT COMPANY ACT. Neither Borrower nor any of its
Subsidiaries is an "investment company" or an "affiliated person" of, or
"promoter" or "principal underwriter" for, an "investment company," as such
terms are defined in the Investment Company Act of 1940, as amended. None of
the making of the Revolving Credit Advances by GE Capital, the application of
the proceeds and repayment thereof by Borrower or the consummation of the
transactions contemplated by this Agreement and the other Loan Documents will
violate any provision of such Act or any rule, regulation or order issued by the
Securities and Exchange Commission thereunder.

4.12. MARGIN REGULATIONS. Borrower does not own any "margin
security," as that term is defined in Regulations G and U of the Board of
Governors of the Federal Reserve System (the "Federal Reserve Board"), and the
proceeds of the Loans will be used only for the purposes contemplated hereby.
None of the Loans will be used, directly or indirectly, for the purpose of
purchasing or carrying any margin security, for the purpose of reducing or
retiring any Indebtedness which was originally incurred to purchase or carry any
margin security or for any other purpose which might cause any of the Loans to
be considered a "purpose credit" within the meaning of Regulation G, T, U or X
of the Federal Reserve Board. Borrower will not take or permit any agent acting
on its behalf to take any action which might cause this Agreement or any
document or instrument delivered pursuant hereto to violate any regulation of
the Federal Reserve Board.

4.13. TAXES. All federal, state, local and foreign tax returns,
reports and statements required to be filed by Borrower or any of its
Subsidiaries have been filed with the appropriate Governmental Authorities and
all Charges and other impositions shown thereon to be due and payable have been
paid prior to the date on which any fine, penalty, interest or late charge may
be added thereto for

nonpayment thereof, or any such fine, penalty, interest, late charge or loss has
been paid or, as disclosed on Schedule 4.13 hereto, is being contested in good
faith by appropriate procedures (and the provisions of Section 6.2(b) hereof are
being met with respect thereto). Each of Borrower and each of its Subsidiaries
has paid when due and payable all requisite Charges (except where the failure to
do so would not have a Material Adverse Effect). Proper and accurate amounts
have been withheld by Borrower and each of its Subsidiaries from their
respective employees for all periods in full and complete compliance with the
tax, social security and unemployment withholding provisions of applicable
federal, state, local and foreign law and such withholdings have been timely
paid to the respective Governmental Authorities (except where the failure to do
so would not have a Material Adverse Effect). Schedule 4.13 hereto sets forth,
for each of Borrower and each of its Subsidiaries, those taxable years for which
its tax returns are currently being audited by the IRS or any other applicable
Governmental Authority. Except as described in Schedule 4.13 hereto, neither
Borrower nor any of its Subsidiaries has executed or filed with the IRS or any
other Governmental Authority any agreement or other document extending, or
having the effect of extending, the period for assessment or collection of any
Charges. Neither Borrower nor any of its Subsidiaries has filed a consent
pursuant to IRC Section 341(f) or agreed to have IRC Section 341(f)(2) apply to
any dispositions of subsection (f) assets (as such term is defined in IRC
Section 341(f)(4)). None of the property owned by Borrower or any of its
Subsidiaries is property which such Person is required to treat as being owned
by any other Person pursuant to the provisions of Section 168(f)(8) of the
Internal Revenue Code of 1954, as amended, as in effect immediately prior to the
enactment of the Tax Reform Act of 1986 or is "tax-exempt use property" within
the meaning of IRC Section 168(h). Except as set forth on Schedule 4.13 hereto,
neither Borrower nor any of its Subsidiaries has agreed or has been requested to
make any adjustment under IRC Section 481(a) by reason of a change in accounting
method or otherwise initiated by Borrower or any of its Subsidiaries and neither
Borrower nor any of its Subsidiaries has any knowledge that the IRS has proposed
any such adjustment or change in accounting method. Except as set forth on
Schedule 4.13 hereto, neither Borrower nor any of its Subsidiaries has any
obligation under any written tax sharing agreement.

4.14. ERISA. Schedule 4.14 hereto lists all Plans maintained or
contributed to by Borrower or any of its ERISA Affiliates, and separately
identifies any Multiemployer Plans of Borrower or any of its ERISA Affiliates
and any Welfare Plans. Each such Plan has been determined by the IRS to be tax
qualified under IRC Section 401(a), and the trusts created thereunder have been
determined to be exempt from tax under the provisions of IRC Section 501, and
nothing has occurred which would cause the loss of such qualification or tax-
exempt status or the imposition of any IRC or ERISA liability or penalty in
excess of $1,000,000. Each such Plan is in compliance in all material respects
with the applicable provisions of ERISA and the IRC, including the filing of
reports required under ERISA, the IRC or any other applicable law or regulation
with the relevant Governmental Authority the failure of which to file could
reasonably be expected to result in a liability of Borrower or such ERISA
Affiliate in excess of $1,000,000 and all such reports which are true and
correct in all material respects as of the date given. None of Borrower, any of
its Subsidiaries or any of its ERISA Affiliates, with respect to any of their
Plans, has failed to make any contribution or pay any amount due as required
under Section 412 of the IRC or Section 302 of ERISA or the terms of any such
Plan. Neither Borrower nor any of its ERISA Affiliates has engaged in a
"prohibited transaction," as such term is defined in IRC Section 4975 and Title
I of ERISA in connection with any of their Plans which would subject, or has a
reasonable likelihood of subjecting, Borrower or such ERISA Affiliate (after
giving effect to any exemption) to the tax on prohibited transactions imposed by
IRC Section 4975 or any other liability, provided that the "amount involved"
under said section is in excess of $1,000,000. No Plan of Borrower or any of
its ERISA Affiliates which is not a Multiemployer Plan has been terminated, nor
has any accumulated funding deficiency (as defined in IRC Section 412(a)) been
incurred (without regard to any waiver granted under IRC Section 412), nor has
any funding waiver from the IRS been received or requested. There has not been
any Reportable Event or any event requiring disclosure under Section
4041(c)(3)(C) or 4063(a) of ERISA with respect to any Plan of Borrower or any of
its ERISA Affiliates (other than a Multiemployer Plan), if any of the foregoing
could reasonably result in liability of Borrower or any of its ERISA Affiliates
in excess of $1,000,000. The value of the assets of each Plan of

Borrower or any of its ERISA Affiliates (other than a Multiemployer Plan)
equalled or exceeded the present value of the accrued benefits of each such Plan
as of the end of the preceding Plan year using Plan actuarial assumptions as in
effect for such Plan year. There are no claims (other than claims for benefits
in the normal course), actions or lawsuits asserted or instituted against, and
neither Borrower nor any of its ERISA Affiliates has knowledge of any threatened
litigation or claims against (i) the assets of any of their Plans (other than a
Multiemployer Plan) or against any fiduciary of such Plan with respect to the
operation of such Plan or (ii) Borrower, any of its Subsidiaries or any of
Borrower's ERISA Affiliates with respect to any of their Plans which, if
adversely determined, could have a material effect on the business, operations,
properties, assets or conditions (financial or otherwise) of Borrower or any of
its ERISA Affiliates, taken as a whole. Any bond required to be obtained by
Borrower or any of its ERISA Affiliates under ERISA with respect to any Plan has
been obtained and is in full force and effect. Neither Borrower nor any of its
ERISA Affiliates has incurred (a) any Withdrawal Liability (and no event has
occurred which, with the giving of notice under Section 4219 of ERISA, would
result in such liability) under Section 4201 of ERISA as a result of a complete
or partial withdrawal (within the meaning of Section 4203 or 4205 of ERISA) from
a Multiemployer Plan, which would exceed $1,000,000 in the aggregate or (b) any
liability under ERISA Section 4062 to the PBGC, to a trust established under
ERISA Section 4041 or 4042 or to a trustee appointed under ERISA Section 4042.
Neither Borrower nor any of its ERISA Affiliates nor any organization to which
Borrower or such ERISA Affiliate is a successor or parent corporation within the
meaning of ERISA Section 4069(b) has engaged in a transaction within the meaning
of ERISA Section 4069. Except as set forth on Schedule 4.14 hereto, neither
Borrower nor any of its Subsidiaries maintains or has established any Welfare
Plan. Borrower and each of its ERISA Affiliates has complied in all material
respects with the notice and continuation coverage requirements of Section 4980B
of the IRC and the regulations thereunder. Except as set forth on Schedule 4.14
hereto, no liability under any Plan of Borrower or any of its ERISA Affiliates
has been funded, nor has such obligation been satisfied, with the purchase of a
contract from an insurance company that is not rated AAA by Standard

& Poor's Corporation and the equivalent by each other nationally recognized
statistical rating organization.

4.15. NO LITIGATION. Except as set forth on Schedule 4.15 hereto, no
action, claim or proceeding is now pending or, to the knowledge of Borrower,
threatened against Borrower or any of its Subsidiaries, at law, in equity or
otherwise, before any court, board, commission, agency or instrumentality of any
federal, state or local government or of any agency or subdivision thereof, or
before any arbitrator or panel of arbitrators, which, if determined adversely,
is reasonably likely to have a Material Adverse Effect, nor, to the knowledge of
Borrower, does a state of facts exist which is reasonably likely to give rise to
any such proceeding. Except as expressly set forth on Schedule 4.15 hereto,
none of the matters set forth therein questions the validity of any of the Loan
Documents, any of the other documents to be entered into in connection with the
Prepayment Transactions or any action taken or to be taken pursuant thereto, or
would either individually or in the aggregate have a Material Adverse Effect.

4.16. BROKERS. No broker or finder acting on behalf of Borrower
brought about the obtaining, making or closing of the Loans made pursuant to
this Agreement and Borrower has no obligation to any Person in respect of any
finder's or brokerage fees in connection with the Loans contemplated by this
Agreement.

4.17. PREPAYMENT TRANSACTIONS; CONSENTS. (a) A true and complete
copy of each document delivered at the closing of the transactions contemplated
by the Prepayment Transactions will be delivered to Agent on the Effective Date.

(b) All necessary consents of the FCC and other Governmental
Authorities required in connection with the Newco Management Agreement and all
the Prepayment Transactions have been obtained or will be obtained prior to the
Effective Date, except (with respect to any consents required under any Media
Licenses) where neither the failure to obtain any such consent nor the
termination of any such Media License could reasonably be expected to have a
Material Adverse Effect.

4.18. OUTSTANDING STOCK; OPTIONS; WARRANTS; ETC. The Stock of
Borrower owned by V Cable at the Effective Date will constitute all of the
issued and outstanding Stock of Borrower immediately following the Effective
Date. Borrower will on the Effective Date have no outstanding rights, options,
warrants or agreements pursuant to which it may be required to issue or sell any
Stock other than the Redemption Agreement.

4.19. EMPLOYMENT AND LABOR AGREEMENTS. Except for the Newco
Management Agreement and as set forth on Schedule 4.19 hereto, there are no
employment, consulting or management agreements covering management of Borrower
or any of its Subsidiaries and there are no collective bargaining agreements or
other labor agreements covering any employees of Borrower or any of its
Subsidiaries. A true and complete copy of each such agreement has been
furnished to Agent.

4.20. PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES. Except as set
forth on Schedule 4.20 hereto, there are no licenses, patents, patent
applications, copyrights, service marks, trademarks, trademark applications or
trade names necessary for Borrower or any of its Subsidiaries to continue to
conduct its business as heretofore conducted by them or the members of the V
Cable Group (except the Excluded Subsidiaries), now conducted by them or the
members of the V Cable Group (except the Excluded Subsidiaries) or proposed to
be conducted by them. Borrower and each of its Subsidiaries conducts its
respective businesses without infringement or claim of infringement of any
license, patent, copyright, service ▇▇▇▇, trademark, trade name, trade secret or
other intellectual property right of others, except where such infringement or
claim of infringement would not have a Material Adverse Effect. To the best of
Borrower's knowledge, there is no infringement or claim of infringement by
others of any material license, patent, copyright, service ▇▇▇▇, trademark,
trade name, trade secret or other intellectual property right of Borrower or any
of its Subsidiaries.

4.21. FULL DISCLOSURE. No information contained in this Agreement,
the other Loan Documents, the Financials or any written statement furnished by
or on behalf of Borrower or any of its Subsidiaries pursuant to the terms of
this Agreement (other than the Projections) contains any untrue statement of a
material fact or omits to state a

material fact necessary to make the statements contained herein or therein not
misleading in light of the circumstances under which made and taking into
account the transactions contemplated hereby and the Prepayment Transactions.

4.22. LIENS. Except as otherwise provided in the Collateral
Documents, the Liens granted to Lenders pursuant to the Collateral Documents
will on the Effective Date be fully perfected first priority Liens in and to the
Collateral described therein, except as such priority may be affected by any
Permitted Encumbrances.

4.23. MEDIA LICENSES. Set forth on Schedule 4.23(a) is a complete
and correct list of all of the Media Licenses held by Borrower and its
Subsidiaries relating to Systems owned by Borrower or any of its Subsidiaries
immediately following the closing of the transactions contemplated to occur on
the Effective Date (which list sets forth the number of Subscribers attributable
to each such Media License as of December 31, 1995 and the name of the holder of
the Media License). All approvals, applications, filings, registrations,
consents or other actions required of any local, state or federal authority to
enable Borrower or any of its Subsidiaries to exploit the Media Licenses of
Borrower and its Subsidiaries have been obtained or made. Except as set forth
on Schedule 4.23(b) hereto, neither Borrower nor any of its Subsidiaries has
received any notice from the granting body or any other Governmental Authority
with respect to any material breach of any covenant under, or any material
default with respect to, any Media License held by Borrower or any of its
Subsidiaries. True and complete copies of all Media Licenses listed on Schedule
4.23(a) hereto have previously been, or will upon receipt be, delivered to
Agent. No material default has occurred and is continuing under any Media
License held by Borrower or any of its Subsidiaries, which default could
reasonably be expected to have a Material Adverse Effect. All consents and
approvals of and filings and registrations with, and all other actions in
respect of, all Governmental Authorities required to maintain any Media License
held by Borrower or any of its Subsidiaries in full force and effect prior to
the scheduled date of expiration thereof have been or, prior to the time when
required, will have been, obtained, given, filed or taken and are or will be in
full force and effect, except where the loss of any such Media License,

individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.

4.24. ENVIRONMENTAL PROTECTION. To Borrower's knowledge, all
property owned or leased by Borrower or any of its Subsidiaries is free of
Contaminants or any other substance which could result in the incurrence of
material liabilities, or constituent thereof, currently defined, identified or
listed as hazardous or toxic pursuant to the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. Section 9601, ET SEQ., or
any other Environmental Law, or any other substance which has in the past or
could at any time in the future cause or constitute a health, safety or
environmental hazard to any Person or property, including, without limitation,
asbestos in any building, petroleum products, PCBs, pesticides and radioactive
materials. To Borrower's knowledge, none of Borrower, V Cable or any of their
respective Subsidiaries has caused or suffered to occur any Release of any
Contaminant into the environment or any other condition that could result in the
incurrence of material liabilities or any material violations of any
Environmental Law. To Borrower's knowledge, based on reasonable investigation,
none of Borrower, V Cable or any of their respective Subsidiaries has caused or
suffered to occur any condition on any of Borrower's Facilities that could give
rise to the imposition of any Lien under any Environmental Law. To Borrower's
knowledge, based on reasonable investigation, none of Borrower, V Cable or any
of their respective Subsidiaries is engaged in any manufacturing or any other
operations, other than the use of petroleum products for vehicles, that require
the use, handling, transportation, storage or disposal of any Contaminant, where
such operations require permits or are otherwise regulated pursuant to any
Environmental Law.

4.25. EXISTING LOAN AGREEMENT. (a) As of the date hereof and
immediately prior to Prepayment Transactions, no event has occurred and is
continuing which constitutes or would constitute a Default or Event of Default
under the Existing Loan Agreement.

(b) As of the date hereof and immediately prior to the Prepayment
Transactions, all of the representations and warranties of each Loan Party (as
defined in the Existing Loan Agreement) contained in the Existing Loan

Agreement and in the related loan documents are true and correct, except to the
extent that any such representation or warranty relates to an earlier date.

4.26. INSURANCE. Schedule 4.26 hereto lists all insurance of any
nature maintained by Borrower and each Subsidiary of Borrower, as well as a
summary of the terms of such insurance.

4.27. RECEIPT OF AGREEMENTS. Borrower acknowledges receipt of, and
has reviewed, each Ancillary Agreement (as defined in the V Cable Loan
Agreement) delivered on or prior to the Effective Date.

5. FINANCIAL STATEMENTS AND INFORMATION

5.1. REPORTS AND NOTICES. Borrower covenants and agrees that from
and after the Effective Date and until the Termination Date, it shall deliver to
Agent and, with respect to Sections 5.1(a) through (h), to each Lender:

(a) Within 30 days after the end of each month, (i) a copy of the
unaudited consolidated balance sheet of Borrower and its Subsidiaries as of the
end of such month and (ii) a copy of the unaudited consolidated and
consolidating statements of income of Borrower and its Subsidiaries for such
month and for the year to date, all prepared in accordance with GAAP (subject to
normal year-end adjustments and, in the case of the balance sheet, to the lack
of requisite footnotes), setting forth in comparative form in each case the
projected consolidated figures for such period (all such financial statements to
include appropriate supporting details prepared separately for Ohio and Long
Island) delineating the financial positions and performance of each System and
the amount and nature of any Capital Expenditures during such month).

(b) Within 45 days after the end of each Fiscal Quarter, (i) a copy
of the unaudited consolidated balance sheet of Borrower and its Subsidiaries as
of the close of such quarter and the related consolidated and consolidating
statements of income and cash flows for that portion of the Fiscal Year ending
as of the close of such Fiscal Quarter and (ii) a copy of the unaudited
consolidated and consolidating statements of income and cash flow of Borrower
and its Subsidiaries for such Fiscal Quarter, all prepared in

accordance with GAAP (subject to normal year-end adjustments), such financial
statements to include appropriate supporting details delineating the financial
position and condition of each System and to be accompanied by (A) a statement
in reasonable detail showing the calculations used in determining (x) compliance
with the Financial Covenants set forth in Sections 6.3 and 7.10 hereof and (y)
the amount of Operating Cash Flow for such Fiscal Quarter, (B) a statement in
reasonable detail showing the amount and nature of any Capital Expenditures
(prepared separately for Ohio and Long Island) during such Fiscal Quarter and
(C) the certification of the chief executive officer or chief financial officer
of Borrower that all such financial statements are complete and correct and
present fairly in accordance with GAAP (subject to normal year-end adjustments)
the consolidated financial position, the consolidated and consolidating results
of operations and the cash flows of Borrower and its Subsidiaries as at the end
of such quarter and for the period then ended, and that there was no Default or
Event of Default in existence as of such time.

(c) Within 90 days after the end of each Fiscal Year (or, if Borrower
shall then be subject to the periodic reporting requirements of Section 13 or
Section 15(d) of the Securities and Exchange Act of 1934, as amended, and its
Fiscal Year shall then end on December 31 of each year, on such later date as
Borrower files its Annual Report on Form 10-K, but in no event later than 105
days after the end of each Fiscal Year), a copy of the annual audited
consolidated and unaudited consolidating financial statements of Borrower and
its Subsidiaries, consisting of consolidated and consolidating balance sheets
and consolidated and consolidating statements of income and retained earnings
and cash flows, setting forth in comparative form in each case the consolidated
and consolidating figures for the previous Fiscal Year, which financial
statements shall be prepared in accordance with GAAP, certified (only with
respect to the consolidated financial statements) without qualification by the
independent certified public accountants regularly retained by Borrower, by any
other "Big 6" firm of independent certified public accountants or by any other
firm of independent certified public accountants of recognized national standing
selected by Borrower and acceptable to Agent, and accompanied by (i) a schedule
in reasonable detail showing the calculations used in determining (x) compliance
with the Financial Covenants set forth in Sections 6.3 and 7.10

hereof and (y) the amount of Operating Cash Flow for such Fiscal Year, (ii) a
report from such accountants to the effect that in connection with their audit
examination, nothing has come to their attention to cause them to believe that a
Default or Event of Default has occurred, (iii) a certification of the chief
executive officer or chief financial officer of Borrower that, to the best of
his knowledge, there was no Default or Event of Default in existence as at the
end of such Fiscal Year and (iv) a statement in reasonable detail showing the
amount and nature of any Capital Expenditures (prepared separately for Ohio and
Long Island) during such Fiscal Year.

(d) As soon as practicable, but in any event within five Business
Days after an executive officer of Borrower becomes aware of the existence of
any Default or Event of Default, or any development or other information which
has had, or which such officer reasonably believes will have, a Material Adverse
Effect, telephonic or telegraphic notice specifying the nature of such Default
or Event of Default or development or information, including the anticipated
effect thereof, which notice shall be promptly (and in any event within ten
days) confirmed in writing (specifying that such notice is a "Notice of Default
or Event of Default" or a "Notice of Material Adverse Effect", as the case may
be).

(e) (i) Within 30 days after the beginning of each Fiscal Year:

(A) projected consolidated cash flow statements of Borrower and
its Subsidiaries (prepared separately for Ohio and Long Island), including
summary details of cash disbursements, including for Capital Expenditures, for
such Fiscal Year, on a monthly basis; and

(B) projected consolidated income statements of Borrower and its
Subsidiaries (prepared separately for Ohio and Long Island) for such Fiscal
Year, on a monthly basis;

(ii) Within 60 days after the beginning of each Fiscal Year,
projected consolidated balance sheets of Borrower and its Subsidiaries for such
Fiscal Year, on a quarterly basis;

(iii) Within 90 days after the beginning of each Fiscal Year:

(A) projected consolidated balance sheets of Borrower and
its Subsidiaries for each subsequent Fiscal Year through and including
Fiscal Year 2001, on an annual basis;

(B) projected consolidated cash flow statements of Borrower
and its Subsidiaries (prepared separately for Ohio and Long Island),
including summary details of cash disbursements, including for Capital
Expenditures, for each subsequent Fiscal Year through and including Fiscal
Year 2001, on an annual basis; and

(C) projected consolidated income statements of Borrower
and its Subsidiaries (prepared separately for Ohio and Long Island) for
each subsequent Fiscal Year through and including Fiscal Year 2001, on an
annual basis;

together (in the case of clauses (i), (ii) and (iii) above) with appropriate
supporting details as may be reasonably requested by any Lender (including,
without limitation, a breakout (prepared separately for Ohio and Long Island) of
projected Subscribers, Premium Units, Homes Passed and rates in effect for
Subscribers).

(f) If requested in writing by Agent or any Lender, copies of all
federal, state, local and foreign tax returns and reports in respect of income,
franchise or other taxes on or measured by income (excluding sales, use or like
taxes) filed by Borrower or any of its Subsidiaries.

(g) Within 30 days following the end of each calendar month, a
Subscriber statistic report for such month in such detail as may be reasonably
requested by Agent, certified by Borrower, including but not limited to (i) the
number of Subscribers and Premium Units for each cable television system
(prepared separately for Ohio and Long Island) owned or operated by Borrower or
any of its Subsidiaries separately identifying the number of Subscribers (A)
whose accounts payable to Borrower or any of its Subsidiaries are more than 90
days past due from the date of billing or (B) as to which a request has been
made that service be discontinued, (ii) Homes Passed during such

period, (iii) average recurring revenue per Subscriber during such period and
(iv) a comparison of such actual number of Subscribers and Premium Units with
the number and composition of Subscribers and Premium Units assumed by Borrower
for purposes of the projections relating to such period furnished by Borrower to
Agent and each Lender pursuant to Section 5.1(e) hereof.

(h) Within 15 days after being requested to do so by Agent within one
year after the Effective Date, supplements or amendments, if any, to the
Schedules hereto and representations and warranties herein with respect to any
matter hereafter arising which, if existing or occurring at the date of this
Agreement, would have been required to be set forth in such Schedule or as an
exception to such representation or warranty or which is necessary to correct
any information in such Schedule or representation or warranty which has been
rendered inaccurate thereby; PROVIDED, HOWEVER, that Borrower shall be required
to prepare and deliver such supplements and amendments only once.

(i) Within 60 days after the Effective Date, an unaudited balance
sheet of Borrower and its Subsidiaries as of the Effective Date (and after
giving effect to the Prepayment Transactions), prepared in accordance with GAAP.

(j) Such information as Agent may reasonably request concerning the
amount and method of allocation of Allocation Items (as defined in the Newco
Management Agreement) charged to Borrower or any of its Subsidiaries pursuant to
the Newco Management Agreement.

(k) Such other information respecting Borrower's or any of its
Subsidiaries' business, financial condition or prospects as Agent or any Lender
may, from time to time, reasonably request in writing.

5.2. COMMUNICATION WITH ACCOUNTANTS. Borrower authorizes Agent to
communicate directly with its independent certified public accountants and
authorizes those accountants to disclose to Agent any and all financial
statements and other supporting financial documents and schedules, including
copies of any management letter with respect to the business, financial
condition and other affairs of Borrower or any of its Subsidiaries. On or be-

fore the Effective Date, Borrower shall deliver a letter addressed to such
accountants instructing them to comply with the provisions of this Section 5.2.
Agent agrees to provide Borrower with reasonable notice prior to requesting any
such information from Borrower's accountants (and an officer of Borrower shall
be entitled to attend any meeting between, and to participate in any
communication between, Agent and such accountants), except that no such notice
shall be required upon the occurrence and during the continuance of any Event of
Default.

6. AFFIRMATIVE COVENANTS

Borrower covenants and agrees that, unless the Required Lenders shall
otherwise consent in writing, from and after the date hereof and until the
Termination Date:

6.1. MAINTENANCE OF EXISTENCE AND CONDUCT OF BUSINESS. Borrower
shall, and shall cause each of its Subsidiaries to, (a) do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence and its rights, licenses, privileges and franchises; (b) conduct its
business substantially as conducted by V Cable and its Subsidiaries immediately
prior to the Prepayment Transactions (other than changes therein otherwise
permitted hereunder); and (c) at all times maintain, preserve and protect all of
its trademarks and trade names and preserve the remainder of its property in use
or useful in the conduct of its business and keep the same in good repair,
working order and condition (taking into consideration ordinary wear and tear)
and from time to time make, or cause to be made, all needful and proper repairs,
renewals and replacements, betterments and improvements thereto consistent with
cable television industry practices, so that the business carried on in
connection therewith may be properly and advantageously conducted at all times;
SUBJECT, in the case of clauses (b) and (c) above, to such changes which are
consistent with the operation by Borrower and its Subsidiaries of cable
television systems and which would not have a Material Adverse Effect.

6.2. PAYMENT OF OBLIGATIONS. (a) Borrower shall, and shall cause
each of its Subsidiaries to, (i) pay and discharge or cause to be paid and
discharged, all the Obligations, as and when due and payable and (ii) pay and
discharge, or cause to be paid and discharged promptly, all

(A) Charges imposed upon it, its income and profits or any of its property
(real, personal or mixed) and (B) lawful claims for labor, materials, supplies
and services or otherwise before any thereof shall become in default (except, in
the case of clauses (A) and (B) above, for Charges and other claims not
exceeding $1,000,000 in the aggregate at any one time outstanding.

(b) Borrower and its Subsidiaries may in good faith contest, by
proper legal actions or proceedings, the validity or amount of any Charges or
claims referred to in Section 6.2(a)(i) or (ii) hereof, provided that at the
time of commencement of any such action or proceeding, and during the pendency
thereof (i) no Default or Event of Default shall have occurred as a result
thereof; (ii) adequate Reserves with respect thereto are maintained on the books
of Borrower or such Subsidiary, in accordance with GAAP; (iii) such contest
operates to suspend collection of the contested Charges or claims; (iv) none of
the Collateral would be subject to forfeiture or loss or any Lien by reason of
the institution or prosecution of such contest; (v) no Lien shall exist for such
Charges or claims during such action or proceeding; (vi) Borrower or such
Subsidiary shall promptly pay or discharge such contested Charges and all
additional charges, interest, penalties and expenses, if any, and shall deliver
to Agent evidence reasonably acceptable to Agent of such compliance, payment or
discharge, if such contest is terminated or discontinued adversely to Borrower
or such Subsidiary; and (vii) nonpayment or nondischarge thereof would not have
a Material Adverse Effect.

(c) Notwithstanding anything to the contrary contained in Section
6.2(b) hereof, Borrower and each of its Subsidiaries shall have the right to pay
the Charges or claims described in Section 6.2(a)(ii) hereof and in good faith
contest, by proper legal actions or proceedings, the validity or amount of such
Charges or claims.

6.3. FINANCIAL COVENANTS.

(a) TOTAL DEBT TO ANNUALIZED CONSOLIDATED OPERATING CASH FLOW.
Borrower and its Subsidiaries shall, on a consolidated basis, maintain a ratio
of Total Debt to Annualized Consolidated Operating Cash Flow during each period
set forth below equal to or less than the ratio set forth below:

7.25:1.00 from the date hereof to June 30, 1997;

6.75:1.00 from July 1, 1997 to June 30, 1998;

6.50:1.00 from July 1, 1998 to June 30, 1999;

6.25:1.00 from July 1, 1999 to June 30, 2000; and

5.75:1.00 from July 1, 2000 to December 31, 2001

; PROVIDED, HOWEVER, that compliance by Borrower with this Section 6.3(a) shall
be determined at the time of each request by Borrower for an extension of credit
under this Agreement and such determination shall be based on Total Debt as of
such date, after giving effect to such extension of credit, and Annualized
Consolidated Operating Cash Flow for Borrower and its Subsidiaries determined as
of the last day of the most recent month for which financial information is
available.

(b) OPERATING CASH FLOW TO INTEREST EXPENSE. From and after June 30,
1996, Borrower and its Subsidiaries, on a consolidated basis, shall maintain
through the Maturity Date (determined based on the most recently completed two
consecutive Fiscal Quarters of Borrower, PROVIDED that for any date prior to
September 30, 1996, such determination shall be based on the most recent Fiscal
Quarter multiplied by two (2)) a ratio of Operating Cash Flow to Interest
Expense of not less than 1.50:1.00.

6.4. AGENT'S FEES. Borrower shall pay to Agent, on demand, any and
all reasonable fees, costs or expenses that Agent shall pay to a bank or other
similar institution arising out of or in connection with the forwarding to
Borrower or any other Person on behalf of Borrower by Agent of proceeds of the
Loans.

6.5. BOOKS AND RECORDS. Borrower shall, and shall cause each of its
Subsidiaries to, keep adequate records and books of account with respect to its
business activities, in which proper entries, reflecting all of their financial
transactions, are made in accordance with GAAP and on a basis consistent with
the Financials referred to in Section 4.5(a) hereof.

6.6. LITIGATION. Borrower shall notify Agent in writing, promptly
upon learning thereof, of any litigation commenced against Borrower and/or any
of its Subsidiaries, and of the institution against any of them of any suit or
administrative proceeding in each case that, either individually or in the
aggregate, might, in the reasonable judgment of Borrower, have a Material
Adverse Effect.

6.7. INSURANCE. Borrower shall, and shall cause each of its
Subsidiaries to, maintain insurance covering, without limitation, fire, theft,
burglary, public liability, property damage, product liability, workers'
compensation and insurance on all property and assets, all in amounts and scope
customary for the cable television industry and under policies issued by
insurers reasonably satisfactory to Agent and with a lender's loss payable
clause in favor of Agent for the benefit of Lenders. Borrower shall, and shall
cause each of its Subsidiaries to, pay all insurance premiums payable by them
when due.

6.8. COMPLIANCE WITH LAW. Borrower shall, and shall cause each of
its Subsidiaries to, comply with all federal, state and local laws and
regulations applicable to it, including, without limitation, those regarding the
collection, payment and deposit of employees' income, unemployment and social
security taxes and those relating to environmental matters, except in each case
where the failure to comply is not reasonably likely to have a Material Adverse
Effect.

6.9. AGREEMENTS. Borrower shall, and shall cause each of its
Subsidiaries to, perform, within all required time periods (after giving effect
to any applicable grace periods), all of its obligations and enforce all of its
rights under each agreement with any of its Affiliates to which it is a party,
including, without limitation, any leases to which Borrower or such Subsidiary
is a party, where the failure to so perform and enforce would have a Material
Adverse Effect. Borrower shall not, and shall cause each of its Subsidiaries
not to, terminate or modify in any manner adverse to any such party any
provision of any such agreement which termination or modification could have a
Material Adverse Effect.

6.10. EMPLOYEE PLANS. (a) With respect to other than a
Multiemployer Plan, (i) for each Plan hereafter

adopted or maintained by Borrower or any of its ERISA Affiliates, Borrower shall
or shall cause such ERISA Affiliate to seek and receive determination letters
from the IRS to the effect that such Plan is qualified within the meaning of IRC
Section 401(a); (ii) from and after the adoption of any Plan by Borrower or any
of its ERISA Affiliates, Borrower shall cause such Plan to be qualified within
the meaning of IRC Section 401(a) and to be administered in all material
respects in accordance with the requirements of ERISA and IRC Section 401(a);
and (iii) Borrower shall not take any action which would cause such Plan not to
be qualified within the meaning of IRC Section 401(a) or not to be administered
in all material respects in accordance with the requirements of ERISA and IRC
Section 401(a).

(b) Borrower shall, and shall cause each of its ERISA Affiliates to,
deliver to Agent: (i)(A) as soon as possible, and in any event within 30 days,
after Borrower or any such ERISA Affiliate knows or has reason to know that any
ERISA Event described in clause (a) of the definition of ERISA Event or any
event requiring disclosure under Section 4063(a) of ERISA with respect to any
Plan of Borrower or any of its ERISA Affiliates has occurred and (B) within 10
days after Borrower or any of its ERISA Affiliates knows or has reason to know
that any other ERISA Event with respect to any Plan of Borrower or any of its
ERISA Affiliates has occurred or a request for a minimum funding waiver under
IRC Section 412 with respect to any Plan of Borrower or any of its ERISA
Affiliates has been made, a statement of the chief financial officer of Borrower
or such ERISA Affiliate setting forth details as to such Reportable Event or
other event and the action which Borrower or such ERISA Affiliate proposes to
take with respect thereto, together with a copy of the notice of such Reportable
Event or other event, if required by the applicable regulations under ERISA,
given to the PBGC; (ii) promptly (and in any event within 30 days) after the
filing thereof by Borrower or such ERISA Affiliate with the DOL, IRS or the
PBGC, copies of each annual and other report with respect to each Plan of
Borrower and its ERISA Affiliates; (iii) promptly (and in any event within 30
days) after receipt thereof, a copy of any adverse notice, determination letter,
ruling or opinion Borrower or such ERISA Affiliate may receive from the PBGC,
DOL or IRS with respect to any Plan of Borrower or any of its ERISA Affiliates;
(iv) promptly, and in any event within ten Business Days after receipt thereof,
a copy of any corre-

spondence Borrower or such ERISA Affiliate receives from the plan sponsor (as
defined in ERISA Section 4001(a)(10)) of any Multiemployer Plan concerning
potential withdrawal liability pursuant to ERISA Section 4219 or Section 4202,
and a statement from the chief financial officer of Borrower or such ERISA
Affiliate setting forth details as to the events giving rise to such potential
withdrawal liability and the action which Borrower or such ERISA Affiliate
proposes to take with respect thereto; (v) notification within 30 days of any
material increase in the benefits of any existing Plan of Borrower or any of its
ERISA Affiliates which is not a Multiemployer Plan or the establishment of any
new Plan or the commencement of contributions to any Plan to which Borrower or
such ERISA Affiliate was not previously contributing; (vi) promptly, and in any
event within ten Business Days, after receipt thereof by Borrower or such ERISA
Affiliate from the PBGC, copies of each notice received by Borrower or such
ERISA Affiliate of the PBGC's intention to terminate any of their Plans or to
have a trustee appointed to administer any of their Plans; (vii) notification
within ten days of a request for a minimum funding waiver under IRC Section 412
with respect to any Plan and a copy of such request; (viii) notification within
two Business Days after Borrower or any of its ERISA Affiliates knows or has
reason to know that Borrower or such ERISA Affiliate has or intends to file a
notice of intent to terminate any Plan under a distress termination within the
meaning of Section 4041(c) of ERISA and a copy of such notice; and (ix) promptly
after the commencement thereof, notice of all actions, suits and proceedings
before any court or Governmental Authority, domestic or foreign, affecting
Borrower, any of its ERISA Affiliates or any Plan of Borrower or any of its
ERISA Affiliates except those which, if adversely determined, would not have a
reasonable likelihood of having a Material Adverse Effect.

6.11. MEDIA LICENSES. Borrower shall, and shall cause each of its
Subsidiaries to, keep in full force and effect all of their Media Licenses,
except those the loss of which individually or in the aggregate would not have a
Material Adverse Effect. Borrower shall furnish to Agent copies of all notices
which Borrower or any of its Subsidiaries shall have received from the FCC or
other Governmental Authorities concerning any Media License, other than
communications of a daily or routine nature, promptly after such receipt.

6.12. LEASES; NEW REAL ESTATE. (a) Borrower shall, and shall cause
each of its Subsidiaries to, provide Agent with copies of all material leases of
real property or similar agreements with respect to real property (and all
amendments thereto) entered into by Borrower or any such Subsidiary after the
date hereof, whether as lessor or lessee. Borrower shall, and shall cause each
of its Subsidiaries to, comply in all material respects with all of its and
their obligations under all leases now existing or hereafter entered into or
assumed by it or them with respect to real property, including, without
limitation, all leases listed on Schedule 4.7(b) hereto, except where any
failures to comply would not, individually or in the aggregate, have a Material
Adverse Effect. Borrower shall, and shall cause each of its Subsidiaries to,
(i) provide Agent with a copy of each notice of default received by Borrower or
such Subsidiary under any such lease as soon as practicable after receipt of any
such notice and deliver to Agent a copy of each notice of default sent by
Borrower or such Subsidiary under any such lease simultaneously with its
delivery of such notice under such lease; (ii) notify Agent at least 14 days
prior to the date Borrower or such Subsidiary takes possession of material newly
leased premises or becomes liable under any material lease, whichever is
earlier; and (iii) obtain and deliver to Agent a non-disturbance agreement, in
form and substance satisfactory to Agent, prior to entering into any material
new Lease.

(b) If Borrower or any of its Subsidiaries shall acquire any Real
Estate or enter into a Lease which Agent designates as material to Borrower or
any of its Subsidiaries at any time prior to the Termination Date, Borrower or
such Subsidiary shall, at the request of Agent or any Lender, promptly execute
and deliver to Agent a first priority mortgage (or deed of trust, as
appropriate) in favor of Agent for the benefit of Lenders covering such Real
Estate or Lease, in form and substance reasonably satisfactory to Agent. In
such case, Borrower or such Subsidiary shall deliver to Agent with respect to
each mortgaged property an A.L.T.A. form B (or other form reasonably acceptable
to Agent) mortgagee policy of title insurance in an amount and issued by a title
insurance company satisfactory to Agent insuring that the relevant mortgage
relating thereto creates and constitutes a valid first Lien against such
mortgaged property in favor of Agent, subject only to exceptions and
reservations which do

not impair the use of the premises and which are reasonably acceptable to
counsel to Agent, with such endorsements and affirmative insurance (including,
without limitation, survey coverage, perimeter, metes and bounds) endorsements
as Agent may reasonably request.

6.13. ENVIRONMENTAL MATTERS. (a) Borrower shall, and shall cause
each of its Subsidiaries to, (i) comply in all material respects with the
Environmental Laws applicable to it, (ii) notify Agent promptly after becoming
aware thereof of any Release, Adverse Environmental Condition or Environmental
Claim in connection with Borrower's or any of its Subsidiaries' Facilities, and
(iii) promptly forward to Agent a copy of any order, notice, permit, application
or any other communication or report received by Borrower or any of its
Subsidiaries in connection with any such matters as they may affect such
premises, if material.

(b) Borrower shall fully and promptly indemnify and hold harmless
Agent and each Lender, their respective Subsidiaries and Affiliates and each of
their respective officers, directors, employees and agents, from and against any
loss, liability, damage, deficiency, fine, penalty or expense, including,
without limitation, attorneys' fees, suffered or incurred by Agent or any
Lender, whether as mortgagee in possession, or as successor in interest to
Borrower or any of its Subsidiaries as lessee of any premises by virtue of
foreclosure or acceptance in lieu of foreclosure (i) under or on account of any
Environmental Law, including the assertion of any Lien thereunder; (ii) with
respect to any Release or Contaminant affecting such premises, whether or not
the same originates or emanates from such premises or any contiguous Real
Estate, including any loss of value of such premises as a result of a Release or
Contaminant; and (iii) with respect to any other matter affecting such premises
within the jurisdiction of any federal, state or municipal agency or official
administering any Environmental Law, except if caused by Agent's or any Lender's
gross negligence or willful misconduct.

(c) In the event of any Release or Contaminant affecting any premises
occupied by Borrower or any of its Subsidiaries, whether or not the same
originates or emanates from such premises or any contiguous Real Estate, and if
Borrower or such Subsidiary shall fail to comply with any of the requirements of
any Environmental Law, or in the case of

any leasehold premises, if required to do so under the applicable Lease, Agent
or any Lender may, but shall not be obligated to, give such notices or cause
such work to be performed or take any and all actions deemed necessary or
desirable to remedy such Release or remove such Contaminant or cure such failure
to comply. Any amounts paid by Agent or any such Lender as a result thereof,
together with interest thereon at the rate set forth in Section 2.8 hereof then
applicable to Revolving Credit Advances which are Index Rate Advances, shall be
immediately due and payable by Borrower and, until paid, shall be added to the
Obligations. Nothing in this Agreement shall be construed as limiting or
impeding Borrower's rights and obligations to take any and all necessary or
desirable actions to address any Release or Adverse Environmental Condition or
to comply with any Environmental Law.

6.14. SEC FILINGS; CERTAIN OTHER NOTICES. Borrower shall furnish to
Agent and each Lender (i) promptly after the filing thereof with the Securities
and Exchange Commission, a copy of each report, notice or other filing, if any,
by Borrower with the Securities and Exchange Commission, (ii) copies of all
notices which Borrower or any of its Subsidiaries shall have received from the
FCC or any other Governmental Authority concerning any Media License which
notices are (A) material to the business of Borrower and its Subsidiaries taken
as a whole or (B) relate to the revocation or renewal of, or default under, any
Media License, in each case promptly after each such receipt or delivery, and
(iii) a copy of each written report or other communication received by Borrower
from or delivered by Borrower to the Securities and Exchange Commission in each
case promptly after each such receipt or delivery.

6.15. POST-EFFECTIVE DATE ITEMS. On or prior to March 21, 1996 (or
April 14, 1996 with respect to clause (iii) below for any New York
corporations), Borrower shall deliver to Agent copies of (i) Schedules 4.8(a)
and 4.8(b) hereto, (ii) governmental certificates, dated the most recent
practicable date prior to such date, with telegram updates where available,
showing that Cablevision, Borrower and each of the Guarantors is organized and
in good standing in the jurisdiction of its organization and is qualified as a
foreign corporation or partnership and, if applicable, is in good standing in
all other jurisdictions in which it is qualified to transact business, and (iii)
the documents of

each Loan Party referred to in Section 3.1(f) hereof (except any partnership
agreement) certified as of a recent date by the Secretary of State of the
jurisdiction of such Loan Party's organization, which Schedules, governmental
certificates and documents shall be in form and substance satisfactory to Agent.

7. NEGATIVE COVENANTS

Borrower covenants and agrees that, without the Required Lenders'
prior written consent, from and after the date hereof and until the Termination
Date:

7.1. MERGERS, ETC. Neither Borrower nor any Subsidiary of Borrower
shall, directly or indirectly, by operation of law or otherwise, merge with,
consolidate with, acquire any assets (other than in the ordinary course of
business) or capital stock of, or combine with, any Person, nor form or acquire
any Subsidiary, directly or indirectly, except for (i) the formation by Borrower
of any wholly-owned Subsidiary and (ii) any merger or consolidation of
Subsidiaries of Borrower or of Borrower and a Subsidiary of Borrower if Borrower
shall have given Agent 30 Business Days' prior written notice thereof
(describing such proposed transaction in reasonable detail) and Agent shall have
consented thereto; PROVIDED, HOWEVER, that, in the case of clauses (i) and (ii)
above, Borrower shall have taken all actions necessary to maintain the priority
and perfection of Lenders' Liens on the Collateral under the Loan Documents,
which obligation shall include the execution and delivery by all Persons
reasonably deemed appropriate by Agent of a guaranty, security agreement, pledge
agreement and any other similar document deemed appropriate by Agent, all
containing terms substantially similar to the Collateral Documents (as
applicable); and PROVIDED, FURTHER, that, in the case of any merger or
consolidation of Borrower and any of its Subsidiaries permitted hereunder,
Borrower shall be the surviving entity. Notwithstanding the foregoing,
Borrower shall be entitled to acquire another cable television system by means
of a simultaneous "swap" of cable television systems or franchises with a third
party (other than USC or any of its Subsidiaries) that is not an Affiliate of
Cablevision or Borrower, does not have any economic interest or investment in
Cablevision, V Cable, Borrower or any of their

respective Subsidiaries and is not an officer of director of Cablevision, V
Cable, Borrower or any of their respective Subsidiaries, PROVIDED that
(x) Borrower shall demonstrate to the reasonable satisfaction of Agent that the
aggregate fair market value of all cable television systems or franchises
transferred by Borrower or any of its Subsidiaries in connection with any such
"swap" arrangement from or after the date of this Agreement will not exceed
$20,000,000, (y) no Default or Event of Default shall have occurred and be
continuing or result therefrom and (z) prior to the date of each such "swap",
Agent shall have received projected pro forma consolidated balance sheets and
statements of income and cash flows of Borrower and its Subsidiaries covering
the periods, and containing the supporting details, of the type required prior
to such date pursuant to Section 5.1(e) hereof, in form and substance reasonably
satisfactory to Agent, and Agent shall have determined that, based on such
statements, there will be no material adverse effect on Borrower's and its
Subsidiaries' collective ability to pay the Obligations in accordance with the
terms hereof and Borrower will remain in compliance with all of the Financial
Covenants. If Borrower or any of its Subsidiaries shall receive any cash
consideration in connection with any such "swap", such cash shall be applied to
the Term Loans in the manner provided in Section 7.11(a)(iv) hereof.

7.2. INVESTMENTS; LOANS AND ADVANCES. Except as otherwise permitted
by Section 7.3 or 7.4 hereof, Borrower shall not, and shall not permit any of
its Subsidiaries to, make any investment in, or make or accrue any loans or
advances of money to any Person, through the direct or indirect holding of
securities or otherwise; PROVIDED, HOWEVER, that Borrower shall be permitted
hereunder, and may permit hereunder its Subsidiaries to, (a) make one or more
investments in, or make or accrue one or more loans or advances of money to,
Borrower or any other Subsidiary of Borrower, (b) make one or more investments
not in excess of $1,000,000 in the aggregate outstanding at any time, and (c)
make loans or advances to V Cable in an amount equal to any payment of
principal, interest or fees required to be paid by V Cable pursuant to the V
Cable Loan Agreement (provided that such loans or advances are evidenced by
instruments in form reasonably satisfactory to Agent (and are subordinated to
all obligations of V Cable to GE Capital or any other Lender under the V Cable
Loan Agreement) and such instruments are pledged to Agent in a manner reasonably
satisfactory to Agent); and PROVIDED FURTHER, HOWEVER, that

Borrower and its Subsidiaries may make and own investments in (i) marketable
direct obligations issued or unconditionally guaranteed by the United States of
America or any agency thereof maturing within one year from the date of
acquisition thereof, (ii) commercial paper maturing no more than one year from
the date of creation thereof and at the time of its acquisition having the
highest rating obtainable from either Standard & Poor's Corporation or ▇▇▇▇▇'▇
Investors Service, Inc., (iii) certificates of deposit, maturing no more than
one year from the date of creation thereof, issued by commercial banks
incorporated under the laws of the United States of America or any State
thereof, each having combined capital, surplus and undivided profits of not less
than $200,000,000 and having a rating of "A" or better by a nationally
recognized statistical rating organization, and (iv) time deposits, maturing no
more than 90 days from the date of creation thereof, with commercial banks or
savings banks or savings and loan associations, the deposits of which are
insured by the Federal Deposit Insurance Corporation, and in amounts not
exceeding the maximum amounts of insurance thereunder.

7.3. INDEBTEDNESS. (a) Except as otherwise expressly permitted by
this Section 7.3 or this Agreement, Borrower shall not, and shall not permit any
of its Subsidiaries to, create, incur, assume or permit to exist any
Indebtedness, whether recourse or nonrecourse, whether superior or junior, and
whether secured or unsecured, except (i) Indebtedness secured by Liens permitted
under Section 7.9 hereof, (ii) the Obligations, (iii) trade credit incurred to
acquire goods, supplies, services (including, without limitation, obligations
incurred to employees for compensation for services rendered in the ordinary
course of business), or merchandise on terms similar to those granted to
purchasers in similar lines of business as Borrower or such Subsidiary as of the
date hereof and incurred in the ordinary and normal course of business,
(iv) lease payment obligations under Leases which Borrower or such Subsidiary is
not prohibited from entering into under the Loan Documents (provided that none
of Borrower nor any of its Subsidiaries shall become a party to or bound by
Capital Leases which, in the aggregate for all such companies and V Cable and
its Subsidiaries, require payments in excess of $11,000,000 prior to the
Termination Date), (v) deferred taxes, (vi) unfunded pension fund and other
employee benefit plan obligations and liabilities but only to the extent they

are permitted to remain unfunded under applicable law, (vii) Indebtedness to any
Subsidiary of Borrower or to Borrower, (viii) Indebtedness of Subsidiaries of
Borrower created under the Newco Subsidiary Guaranty, (ix) Indebtedness in
connection with surety bonds provided in the ordinary course of business
securing obligations of V Cable, Borrower and their Subsidiaries not exceeding
$3,000,000 in the aggregate, (x) liabilities under Title IV of ERISA if such
liabilities, individually or in the aggregate, do not result in a violation of
Section 7.16 hereof, (xi) other Indebtedness for borrowed money to Lenders,
(xii) Indebtedness of Borrower and its Subsidiaries under the V Cable Subsidiary
Guaranty (as defined in the V Cable Loan Agreement), (xiii) accrued liabilities
of the Borrower and its Subsidiaries under Media Licenses and (xiv) Indebtedness
of the type referred to in clause (b)(iii) of the definition of "Indebtedness".
Notwithstanding anything herein to the contrary, this Section 7.3 shall in no
way limit the effect of Section 6.3 hereof.

(b) Except as provided in Section 7.11 hereof, Borrower shall not,
and shall not permit any of its Subsidiaries to, sell or transfer, either with
or without recourse, any assets, of any nature whatsoever, in respect of which a
Lien is granted or to be granted pursuant to any Loan Document or engage in any
sale-leaseback or similar transaction involving any of such assets.

7.4. EMPLOYEE LOANS. Borrower shall not, and shall not permit any of
its Subsidiaries to, make or accrue any loans or other advances of money to any
employee of Borrower or such Subsidiary, except for loans to employees (other
than persons who are also officers of Cablevision) not in excess at any one time
outstanding of $1,000,000 in the aggregate for all such loans, provided that
such loans are made only in the ordinary course of Borrower's or such
Subsidiary's business consistent with past practices.

7.5. CAPITAL STRUCTURE. Borrower shall not, and shall not permit any
of its Subsidiaries to, issue or agree to issue any of its authorized but not
outstanding Stock (including treasury shares).

7.6. MAINTENANCE OF BUSINESS. Except as otherwise permitted
hereunder, Borrower shall not, and shall not permit any of its Subsidiaries to,
engage in any business

other than constructing, owning, acquiring, altering, repairing, financing,
operating, promoting and otherwise exploiting cable television systems. In
addition, none of Borrower or any of its Subsidiaries shall acquire or operate
any cable television system (other than the Systems and systems acquired by
"swaps" permitted pursuant to Section 7.1 hereof) or acquire or commence any
alternate form of television program distribution, including, without
limitation, broadcast television, multipoint distribution services, multichannel
multipoint distribution services, satellite master antenna systems and direct
broadcast satellites.

7.7. TRANSACTIONS WITH AFFILIATES. (a) Borrower shall not, and shall
not permit any of its Subsidiaries to, directly or indirectly, enter into or be
a party to any transaction with any Affiliate of Borrower or such Subsidiary
(other than a Subsidiary of Borrower), on terms that are, taken as a whole, less
favorable to Borrower or such Subsidiary, as the case may be, than would be
available in a comparable transaction with a Person not an Affiliate of Borrower
or such Subsidiary; PROVIDED that the foregoing restriction shall not apply to
(i) any transaction permitted under Section 7.15 hereof; (ii) performance under
any contract or agreement in effect on the date hereof and set forth on Schedule
7.7 hereto; (iii) performance under any contract or agreement which was entered
into with a Person which was not an Affiliate of Borrower or any of its
Subsidiaries on the date of such contract or agreement other than a contract or
agreement entered into with a Person in anticipation of such Person's becoming
such an Affiliate or a holder of 10% of a class of equity securities of such
company; (iv) continued performance under any contract or arrangement which was
not less favorable to Borrower or such Subsidiary than would have been available
in a comparable transaction with an unrelated party at the date of the contract
or commencement of the arrangement; (v) payments by Borrower under the Newco
Management Agreement; (vi) transactions with any entity 10% or more of the Stock
of which is owned by any Person which also owns 10% or more of the Stock of
Borrower if (A) such other entity is not controlled by such Person and (B)
neither Borrower nor any of its Subsidiaries is aware of such Person's
investment in such other entity; and (vii) transactions pursuant to or
contemplated by the Guaranties, the V Cable Subsidiary Guaranty

(as defined in the V Cable Loan Agreement) or otherwise pursuant to the
Prepayment Transactions.

(b) Borrower shall not, and shall not permit any of its Subsidiaries
to, enter into any agreement or transaction to pay to any Person any management
or similar fee based on or related to Borrower's or any such Subsidiary's
operating performance or income or any percentage thereof or pay any management
or similar fee to an Affiliate, except as provided in the Newco Management
Agreement.

7.8. GUARANTIED INDEBTEDNESS. Borrower shall not, and shall not
permit any of its Subsidiaries to, incur any Guarantied Indebtedness (excluding
the Guarantied Indebtedness pursuant to the Guaranties) except (i) by
endorsement of instruments or items of payment for deposit to the account of
Borrower or such Subsidiary, (ii) for Guarantied Indebtedness incurred for the
benefit of Borrower or such Subsidiary if the primary obligation is permitted by
this Agreement, (iii) for liabilities under surety bonds permitted under
Section 7.3(a)(ix) hereof, and (iv) the V Cable Subsidiary Guaranty (as defined
in the V Cable Loan Agreement).

7.9. LIENS. Except as set forth on Schedule 7.9 hereto, Borrower
shall not, and shall not permit any of its Subsidiaries to, create or permit any
Lien on any of its properties or assets except:

(a) presently existing or hereafter created Liens in favor of Lenders
and lenders under the V Cable Loan Agreement; and

(b) Permitted Encumbrances.

7.10. CAPITAL EXPENDITURES. Borrower shall not, and shall not permit
any of its Subsidiaries to, make Capital Expenditures that, in the aggregate,
exceed:
$84,000,000 for the Fiscal Year ending December 31, 1996;
$87,000,000 for the Fiscal Year ending December 31, 1997;
$78,000,000 for the Fiscal Year ending December 31, 1998;
$35,000,000 for the Fiscal Year ending December 31, 1999;
$22,000,000 for the Fiscal Year ending December 31, 2000;
and
$20,000,000 for the Fiscal Year ending December 31, 2001;

PROVIDED, HOWEVER, that any excess of the amount provided above for any one
Fiscal Year over the actual aggregate Capital Expenditures of Borrower and its
Subsidiaries during such Fiscal Year may be carried forward only to, and made
available only for, the next succeeding Fiscal Year.

7.11. SALES OF ASSETS. (a) Borrower shall not, and shall not permit
any of its Subsidiaries to, sell, transfer, convey or otherwise dispose of any
of its assets or properties; PROVIDED, HOWEVER, that the foregoing shall not
prohibit:

(i) the sale of surplus or obsolete equipment and fixtures or
transfers resulting from any casualty or condemnation of assets or properties,
PROVIDED that if the proceeds of such sales or transfers exceed $250,000 in any
one instance or $3,000,000 in the aggregate, Borrower shall, within 90 days
thereafter, prepay the Loans in accordance with the provisions of Section 2.4(b)
hereof, in an aggregate amount equal to the excess (the "Net Sales Proceeds") of
(x) the entire proceeds of any such single sale or transfer exceeding $250,000
(or the amount of such aggregate proceeds in excess of $3,000,000, as the case
may be), over (y) the amount expended by Borrower to repair or replace such
assets or properties prior to, or within 90 days after, the occurrence of such
sale or transfer;

(ii) any sale or other disposition of any asset of Borrower or its
Subsidiaries with the prior written consent of Agent and the Required Lenders
(which may be given or withheld in their sole discretion), it being agreed that
Borrower shall be required to prepay the Revolving Credit Loan and/or the Term
Loans out of the proceeds of any such permitted sale or disposition, in an
amount and in the manner specified by Agent and the Required Lenders in such
consent and may retain such portion of the proceeds as it may be permitted to
retain as provided in such consent;

(iii) any cable television "swap" expressly permitted pursuant to
Section 7.1 above; and

(iv) such other sales or dispositions which do not, individually or in
the aggregate, exceed $5,000,000, PROVIDED that the net sales proceeds thereof
shall, promptly after receipt thereof be applied to prepay the Loans in
accordance with the provisions of Section 2.4(b) hereof.

(b) Notwithstanding the provisions of Section 7.11(a) hereof, so long
as no Default or Event of Default shall have occurred and be continuing,
Borrower may in good faith sell, in a bona fide third party transaction, all or
substantially all of its business and assets at such time and on such terms as
it shall deem appropriate, but only so long as (x) the net after tax cash
proceeds realized by Borrower on such sale (the "Disposition Proceeds") shall be
sufficient to prepay and discharge in full all Obligations and all Obligations
(as defined in the V Cable Loan Agreement) then outstanding, and (y) provision
reasonably satisfactory to Agent is made for the application of the Disposition
Proceeds immediately after such sale to discharge in full all such obligations.
In the event of any prepayment of the Obligations pursuant to the immediately
preceding sentence, Borrower's right to receive Revolving Credit Advances
hereunder, and GE Capital's obligation to incur Letter of Credit Obligations
hereunder, shall simultaneously terminate.

7.12. CANCELLATION OF INDEBTEDNESS. Borrower shall not, and shall
not permit any of its Subsidiaries to, cancel any claim or debt owing to it,
except for reasonable consideration and in the ordinary course of business or
for sound business reasons.

7.13. EVENTS OF DEFAULT. Borrower shall not, and shall not permit
any of its Subsidiaries to, take or omit to take any action, which act or
omission would constitute a material default or event of default pursuant to, or
noncompliance with, any contract, Lease, mortgage, deed of trust or instrument
to which it is a party or by which it or any of its property is bound, or any
document creating a Lien, unless such default, event of default or non-
compliance would not have a Material Adverse Effect.

7.14. HEDGING TRANSACTIONS. Borrower shall not, and shall not permit
any of its Subsidiaries to, engage in any interest rate hedging, swaps or
similar transaction, except as contemplated by this Agreement; PROVIDED,
HOWEVER, that Borrower and its Subsidiaries may engage in interest rate caps.

7.15. RESTRICTED PAYMENTS. Borrower shall not, and shall not permit
any of its Subsidiaries to, make any Restricted Payment nor shall Borrower
permit any Subsidiary

of Borrower to do so with respect to Borrower's Stock. Nothing contained in
this Section 7.15 shall restrict (a) any payment required or permitted to be
made to Cablevision pursuant to the terms of the Newco Management Agreement or
(b) any transfer of cash by Borrower to V Cable for purposes of funding any
payment required to be made by V Cable pursuant to the Tax Sharing Agreement.

7.16. ERISA. Borrower shall not, directly or indirectly,
(a) terminate, or permit any of its ERISA Affiliates to directly or indirectly
terminate, any of their respective Plans subject to Title IV of ERISA so as to
result in any liability to Borrower or any of its ERISA Affiliates which would
have a Material Adverse Effect, (b) permit to exist any ERISA Event which would
have a Material Adverse Effect, (c) make or permit any of Borrower's ERISA
Affiliates to make a complete or partial withdrawal (within the meaning of
Section 4201 of ERISA) from any Multiemployer Plan so as to result in any
material (in the opinion of Agent) liability to Borrower or any of its ERISA
Affiliates which would have a Material Adverse Effect, (d) permit, or permit its
Subsidiaries or any of Borrower's ERISA Affiliates to (i) satisfy any liability
under any Plan of Borrower or any of its ERISA Affiliates by purchasing
annuities from an insurance company or (ii) invest the assets of any Plan with
an insurance company, unless, in each case, such insurance company is rated AA
by Standard & Poor's Corporation and the equivalent by each other nationally
recognized statistical rating organization at the time of the investment, (e)
establish or become obligated to, or permit any of Borrower's ERISA Affiliates
to establish or become obligated to establish, any Welfare Plan, or modify any
Welfare Plan which would result in the present value of future liabilities under
any such plans to increase by more than $250,000, or (f) increase the benefits
of any of its Plans or the Plans of any of its ERISA Affiliates, or begin to
maintain or begin to contribute to any new Plan.

7.17. MODIFICATION OF CERTAIN AGREEMENTS. (a) Borrower shall not
amend, supplement or otherwise modify any of the provisions of its certificate
of incorporation or by-laws and shall not permit any of its Subsidiaries to
amend its organizational documents, including, without limitation, its
certificate of limited partnership or partnership agreements, without the prior
written consent of Agent.

(b) Borrower shall not, and shall not permit any of its Subsidiaries
to, (x) amend, supplement, modify or terminate any of the Newco Management
Agreement or the Non-Competition Agreement to which it is party without the
prior written consent of Agent and the Required Lenders or (y) consent to any
amendment, modification, cancellation or extension of any of Newco Management
Agreement, the Non-Competition Agreement or the Tax Sharing Agreement to which
it is a party without the prior written consent of Agent and the Required
Lenders.

8. TERM

8.1. TERMINATION. Subject to the provisions of Section 2 hereof, the
financing arrangement contemplated hereby in respect of the Revolving Credit
Loan shall be in effect until (and only until) the Commitment Termination Date;
PROVIDED, HOWEVER, that in the event of a prepayment of any part of or the
entire Revolving Credit Loan prior to the Commitment Termination Date with funds
borrowed from any Person other than Lenders, then, without limiting any other
remedies of Lenders or Agent hereunder, Agent shall be entitled in its
discretion to require Borrower to simultaneously therewith pay to Lenders, in
immediately available funds, all Obligations in full, in accordance with the
terms of the agreements creating and instruments evidencing such Obligations.

8.2. SURVIVAL OF OBLIGATIONS UPON TERMINATION OF FINANCING
ARRANGEMENT. Except as otherwise expressly provided for in the Loan Documents,
no termination or cancellation (regardless of cause or procedure) of any
financing arrangement under this Agreement shall in any way affect or impair the
powers, obligations, duties, rights or liabilities of Borrower or the rights of
Agent or any Lender relating to any transaction or event occurring prior to such
termination. Except as otherwise expressly provided herein or in any other Loan
Document, all undertakings, agreements, covenants, warranties and
representations contained in the Loan Documents shall survive such termination
or cancellation and shall continue in full force and effect until such time as
all of the Obligations have been paid in full in accordance with the terms of
the agreements creating such Obligations, at which time the same shall
terminate.

8.3. TERMINATION PRIOR TO EFFECTIVE DATE. In the event that the
Effective Date shall not have occurred on or prior to April 15, 1996, upon
notice by Agent to Borrower, all obligations of Agent and each Lender hereunder
shall forthwith be terminated. Notwithstanding any such termination, Borrower
shall continue to be obligated to indemnify Agent and each Lender pursuant to
the provisions of Section 2.15(a) hereof.

9. EVENTS OF DEFAULT; RIGHTS AND REMEDIES

9.1. EVENTS OF DEFAULT. The occurrence of any one or more of the
following events (regardless of the reason therefor) shall constitute an "Event
of Default" hereunder:

(a) Borrower shall fail to make any payment of principal of, interest
on or any other amount owing in respect of, the Revolving Credit Loan, the Term
Loans or any of the other Obligations when due and payable or declared due and
payable, except that (i) with respect to expenses payable under this Agreement,
or other Obligations owing under any Loan Document other than this Agreement,
such failure shall have remained unremedied for a period of ten days after
Borrower has received notice of such failure from Agent and (ii) with respect to
interest payable under this Agreement, Borrower shall be entitled to not more
than one ten-day grace period during any period of 365 consecutive days.

(b) Borrower (or, in the case of Section 6.3, V Cable) shall fail or
neglect to perform, keep or observe (i) any of the provisions of Section 6.3 or
7.10 (the "Financial Covenants") and the same shall not be cured within the
periods and in the manner provided in Section 9.5 hereof or (ii) Section 6.15
hereof or any other provision of Article 7 hereof.

(c) Borrower or any other Loan Party shall fail or neglect to
perform, keep or observe any other provision of this Agreement or of any of the
other Loan Documents and the same shall remain unremedied for a period of 30
days after Borrower or such other Loan Party shall become aware thereof.

(d) A default shall occur under any other agreement, document or
instrument to which any Loan Party is a party or by which any such Loan Party or
any such Loan Party's property is bound and such default (i) involves the
failure to make any payment (whether of principal, interest or otherwise) due
(whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise) in respect of any Indebtedness of any Loan Party in an aggregate
amount exceeding $1,000,000 or (ii) causes (or permits any holder of such
Indebtedness or a trustee to cause) such Indebtedness or a portion thereof in an
aggregate amount exceeding $1,000,000 to become due prior to its stated maturity
or prior to its regularly scheduled dates of payment.

(e) Any representation or warranty herein or in any Loan Document, in
any written statement pursuant hereto or thereto, or in any report, financial
statement or certificate made or delivered to Agent or any Lender by any Loan
Party pursuant hereto or thereto, shall be untrue or incorrect in any material
respect as of the date when made or deemed made (including those made or deemed
made pursuant to Section 3.3 hereof).

(f) Any of the assets of any Loan Party shall be attached, seized,
levied upon or subjected to a writ or distress warrant, or come within the
possession of any receiver, trustee, custodian or assignee for the benefit of
creditors of any Loan Party and shall remain unstayed or undismissed for 30
consecutive days; or any Person other than any Loan Party shall apply for the
appointment of a receiver, trustee or custodian for any of the assets of any
Loan Party and such application shall remain unstayed or undismissed for 30
consecutive days; or any Loan Party shall have concealed, removed or permitted
to be concealed or removed, any part of its property, with intent to hinder,
delay or defraud its creditors or any of them or made or suffered a transfer of
any of its property or the incurring of an obligation which may be fraudulent
under any bankruptcy, fraudulent conveyance or other similar law.

(g) A case or proceeding shall have been commenced against any Loan
Party in a court having competent jurisdiction seeking a decree or order in
respect of such Loan Party (i) under title 11 of the United States Code, as now
constituted or hereafter amended, or any other appli-

cable federal, state or foreign bankruptcy or other similar law, (ii) appointing
a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar
official) of such Loan Party or of any substantial part of its properties or
(iii) ordering the winding-up or liquidation of the affairs of such Loan Party
and such case or proceeding shall remain undismissed or unstayed for 60
consecutive days or such court shall enter a decree or order granting the relief
sought in such case or proceeding.

(h) Any Loan Party shall (i) file a petition seeking relief under
title 11 of the United States Code, as now constituted or hereafter amended, or
any other applicable federal, state or foreign bankruptcy or other similar law,
(ii) consent to the institution of proceedings thereunder or to the filing of
any such petition or to the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee or sequestrator (or similar official) of
such Loan Party or of any substantial part of its properties, (iii) fail
generally to pay its debts as such debts become due or (iv) take any corporate
action in furtherance of any such action.

(i) Final judgment or judgments (after the expiration of all times to
appeal therefrom) for the payment of money in excess of $1,000,000 in the
aggregate shall be rendered against Borrower or any of its Subsidiaries and the
same shall not be (i) fully covered by insurance in accordance with Section 6.7
hereof or (ii) vacated, stayed, bonded, paid or discharged for a period of 15
days.

(j) With respect to any Plan of Borrower or any of its ERISA
Affiliates: (i) Borrower or any other party-in-interest or disqualified person
shall engage in any transactions which in the aggregate would reasonably be
expected to result in a direct or indirect liability of Borrower or any of its
ERISA Affiliates in excess of $1,000,000 under Section 409 or 502 of ERISA or
IRC Section 4975; (ii) Borrower or any of its ERISA Affiliates shall incur any
accumulated funding deficiency, as defined in IRC Section 412, in the aggregate
in excess of $1,000,000, or request a funding waiver from the IRS for
contributions in the aggregate in excess of $1,000,000; (iii) Borrower or any of
its ERISA Affiliates shall incur any withdrawal liability in the aggregate in
excess of $1,000,000 as a result of a complete or partial withdrawal within the
meaning of Section

4203 or 4205 of ERISA; (iv) Borrower or any of its ERISA Affiliates shall notify
the PBGC of an intent to terminate, or the PBGC shall institute proceedings to
terminate, a Plan; (v) a Reportable Event shall occur with respect to a Plan,
and within 15 days after the reporting of such Reportable Event to any Lender,
such Lender shall have notified Borrower in writing that (A) it has made a
determination that, on the basis of such Reportable Event, there are reasonable
grounds under Section 4042(a)(1), (2) or (3) of ERISA for the termination of
such Plan by the PBGC or for the appointment by the appropriate United States
District Court of a trustee to administer such Plan and (B) as a result thereof
a Default or an Event of Default shall occur hereunder; (vi) a trustee shall be
appointed by a court of competent jurisdiction to administer any Plan or the
assets thereof; (vii) the benefits of any Plan shall be increased, or Borrower
or any of its ERISA Affiliates shall begin to maintain, or begin to contribute
to, any Plan, without the prior written consent of the Required Lenders; or
(viii) any ERISA Event with respect to a Plan shall have occurred, and 30 days
thereafter (A) such ERISA Event (if correctable) shall not have been corrected
and (B) the then present value of such Plan's vested benefits shall exceed the
then current value of assets accumulated in such Plan; PROVIDED, HOWEVER, that
the events listed in subsections (iv)-(viii) shall constitute Events of Default
only if, as of the date thereof or any subsequent date, the maximum amount of
liability Borrower or any of its ERISA Affiliates could incur in the aggregate
under Section 4062, 4063, 4064, 4219 or 4243 of ERISA or any other provision of
law with respect to all such Plans, computed by the actuary of the Plan taking
into account any applicable rules and regulations of the PBGC at such time, and
based on the actuarial assumptions used by the Plan, resulting from or otherwise
associated with such event, exceeds $1,000,000.

(k) Any material provision of any Collateral Document, after delivery
thereof pursuant to Section 3.1 hereof, shall for any reason cease to be valid
or enforceable in accordance with its terms, except as provided in the
Termination and Modification Documents, or any security interest created under
any Collateral Document shall cease to be a valid and perfected first priority
security interest or Lien (except as otherwise stated therein or permitted
thereunder and except as provided in

the Termination and Modification Documents) in any material portion of the
Collateral purported to be covered thereby.

(l) Either (i) Cablevision shall cease to own 100% of the outstanding
Stock of V Cable or (ii) V Cable shall cease to own, directly or indirectly
through wholly-owned Subsidiaries, 100% of the outstanding Stock of each other
member of the V Cable Group, 100% of the Preferred USC Interest and 100% of the
outstanding Stock of Borrower.

(m) Cablevision, Borrower or any Subsidiary thereof shall (i) breach
any material obligation under the Newco Management Agreement (including any
obligation under Article III or Article VI thereof) and such breach shall remain
uncured for a period of 30 days, or breach any representation or warranty
thereunder in any material respect, (ii) breach any provision of the Tax Sharing
Agreement and such breach shall remain uncured for a period of 30 days or (iii)
breach any obligation under the NonCompetition Agreement.

(n) The Newco Management Agreement shall be terminated.

(o) An Event of Default (as defined in the V Cable Loan Agreement)
shall have occurred.

9.2. REMEDIES. (a) If any Event of Default shall have occurred and
be continuing, (i) GE Capital may terminate this facility with respect to
further Revolving Credit Advances (including Letter of Credit Obligations),
whereupon no further Revolving Credit Advances (including Letter of Credit
Obligations) shall be made or incurred hereunder, and/or (ii) Agent shall at the
request, or may with the consent, of the Required Lenders, declare all
Obligations to be forthwith due and payable, whereupon all such Obligations
shall become and be due and payable, without presentment, demand, protest or
further notice of any kind, all of which are expressly waived by Borrower;
PROVIDED, HOWEVER, that upon the occurrence of an Event of Default specified in
Section 9.1(g) or (h) hereof, such Obligations shall become due and payable
without declaration, notice or demand by Agent or any Lender.

(b) Agent shall take such action with respect to any Default or Event
of Default as shall be directed by the

Required Lenders; PROVIDED, HOWEVER, that, unless and until Agent shall have
received such directions, Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Default or
Event of Default as it shall deem advisable in the best interests of Agent and
Lenders taken as a whole, including any action (or failure to act) pursuant to
the Loan Documents.

9.3. WAIVERS BY BORROWER. Except as otherwise provided for in this
Agreement and to the extent permitted by applicable law, Borrower waives
(i) presentment, demand and protest and notice of presentment, dishonor, notice
of intent to accelerate, notice of acceleration, protest, default, nonpayment,
maturity, release, compromise, settlement, extension or renewal of any or all
commercial paper, accounts, contract rights, documents, instruments, chattel
paper and guaranties at any time held by Agent or any Lender on which Borrower
may in any way be liable and hereby ratifies and confirms whatever Agent or any
Lender may do in this regard, (ii) all rights to notice and a hearing prior to
Agent's or any Lender's taking possession or control of, or to Agent's or any
Lender's replevy, attachment or levy upon, the Collateral or any bond or
security which might be required by any court prior to allowing Agent or any
Lender to exercise any of its remedies and (iii) the benefit of all valuation,
appraisal and exemption laws. Borrower acknowledges that it has been advised by
counsel of its choice with respect to this Agreement, the other Loan Documents
and the transactions evidenced by this Agreement and the other Loan Documents.

9.4. RIGHT OF SET-OFF. Upon the occurrence and during the
continuance of any Event of Default, each Lender is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other indebtedness at any time owing by such
Lender to or for the credit or the account of Borrower against any and all of
the obligations of Borrower now or hereafter existing under this Agreement and
the Notes held by such Lender, whether or not such Lender shall have made any
demand under this Agreement or any such Note and although such obligations may
be unmatured. Each Lender agrees promptly to notify Borrower after any such
set-off and application made by such Lender; PROVIDED, HOWEVER, that the failure
to give such notice

shall not affect the validity of such set-off and application. The rights of
each Lender under this Section 9.4 are in addition to other rights and remedies
(including, without limitation, other rights of set-off) which such Lender may
have.

9.5. CURE OF FINANCIAL COVENANT DEFAULT. Borrower shall be entitled
to cure any breach of the Financial Covenants set forth in Section 6.3 hereof if
V Cable or any other member of the V Cable Group (solely with new funds provided
by Cablevision as a capital contribution to such entity) shall make, during the
Fiscal Quarter or Fiscal Year, as the case may be, in respect of which such
breach occurred, or within 45 days thereafter, a capital contribution to
Borrower in cash, sufficient to cause Borrower to be in compliance with such
provisions for the applicable Fiscal Quarter or Fiscal Year. Borrower shall
also be entitled to cure any breach of the Financial Covenant set forth in
Section 7.10 hereof if V Cable or any member of the V Cable Group (solely with
new funds provided by Cablevision as a capital contribution to such entity)
shall make, during the Fiscal Year in respect of which such breach occurred or
within 90 days thereafter, a capital contribution to Borrower in cash, equal to
the excess of the amount of Capital Expenditures made by Borrower and its
Subsidiaries for the applicable Fiscal Year over the aggregate amount of Capital
Expenditures permitted to be made for such Fiscal Year pursuant to Section 7.10
hereof. Borrower shall notify Agent of the making by V Cable or any other
member of the V Cable Group of any capital contribution constituting a cure of
any breach of a Financial Covenant pursuant to this Section 9.5 within five days
after the making thereof, which notice shall also specify (i) the date any such
capital contribution was made, (ii) the amount of any such capital contribution
and (iii) whether such capital contribution is to be applied to cure a breach of
the Financial Covenants set forth in Section 6.3 or Section 7.10. No such
capital contribution applied to cure a breach of the provisions of Section 6.3
(a "Category 1 Capital Contribution") shall be counted for purposes of curing a
breach of the provisions of Section 7.10, and no such capital contribution
applied to cure a breach of the provisions of Section 7.10 (a "Category 2
Capital Contribution") shall be counted for purposes of curing a breach of the
provisions of Section 6.3.

10. THE AGENT

10.1. AUTHORIZATION AND ACTION. Each Lender hereby appoints and
authorizes Agent to take such action on its behalf and to exercise such powers
under this Agreement and the other Loan Documents as are delegated to Agent by
the terms hereof and thereof, together with such powers as are reasonably
incidental thereto. As to any matters not expressly provided for by this
Agreement and the other Loan Documents (including, without limitation,
enforcement or collection of the Notes), Agent shall not be required to exercise
any discretion or take any action, but shall be required to act or to refrain
from acting (and shall be fully protected in so acting or refraining from
acting) upon the instructions of the Required Lenders (including, without
limitation, (a) the application of payments in any manner other than as set
forth in Section 2.11 hereof and (b) if any prepayment of a LIBOR Advance in the
manner and at the times provided in this Agreement would result in any such
prepayment occurring prior to the last day of the Interest Period for such
Advance, directing Borrower to make (or not prohibiting Borrower from making)
such prepayment on a day other than the last day of the Interest Period
therefor), and such instructions shall be binding upon all Lenders; PROVIDED,
HOWEVER, that Agent shall not be required to take any action which exposes Agent
to personal liability or which is contrary to this Agreement or the other Loan
Documents or applicable law. Agent agrees to give each Lender prompt notice of
each notice given to it by Borrower pursuant to Article 2 or Section 6.6 hereof
(other than notices relating solely to the Revolving Credit Loan). Except for
the foregoing notices, and such other specific notices or reports received by
Agent from Borrower as any Lender may reasonably request, Agent shall have no
duty or responsibility to provide to any Lender any credit or other information
concerning the business, operations, assets, property, financial and other
condition, prospects or creditworthiness of Borrower which may come into the
possession of Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates.

10.2. AGENT'S RELIANCE, ETC. Neither Agent nor any of its directors,
officers, agents or employees shall be liable for any action taken or omitted to
be taken by it or them under or in connection with this Agreement or the other
Loan Documents, except for its or their own gross negligence

or wilful misconduct. Without limitation of the generality of the foregoing,
Agent: (i) may treat the payee of any Note as the holder thereof until Agent
receives written notice of the assignment or transfer thereof signed by such
payee and in form satisfactory to Agent; (ii) may consult with legal counsel
(including counsel for any Loan Party), independent public accountants and other
experts selected by it and shall not be liable for any action taken or omitted
to be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts; (iii) makes no warranty or representation to any Lender
and shall not be responsible to any Lender for any statement, warranty or
representation made in or in connection with this Agreement or the other Loan
Documents; (iv) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of this
Agreement or the other Loan Documents on the part of any Loan Party or to
inspect the property (including the books and records) of any Loan Party; (v)
shall not be responsible to any Lender for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement or
the other Loan Documents or any other instrument or document furnished pursuant
hereto or thereto; and (vi) shall incur no liability under or in respect of this
Agreement or the other Loan Documents by acting upon any notice, consent,
certificate or other instrument or writing (which may be by telecopy, telegram,
cable or telex) believed by it to be genuine and signed or sent by the proper
party or parties.

10.3. GE CAPITAL AND AFFILIATES. With respect to its commitment
hereunder to make Revolving Credit Advances and the Term Loans made by it and to
incur Letter of Credit Obligations, GE Capital shall have the same rights and
powers under this Agreement and the other Loan Documents as any other Lender and
may exercise the same as though it were not Agent; and the term "Lender" or
"Lenders" shall, unless otherwise expressly indicated, include GE Capital in its
individual capacity. GE Capital and its Affiliates may lend money to, and
generally engage in any kind of business with, any Loan Party, any Subsidiary or
Affiliate of any Loan Party and any Person who may do business with or own
securities of any Loan Party or any such Subsidiary or Affiliate, all as if GE
Capital were not Agent and without any duty to account therefor to any Lender.

10.4. LENDER CREDIT DECISION. Each Lender acknowledges that it has,
independently and without reliance upon Agent or any other Lender and based on
the financial statements referred to in Section 4.5 hereof and such other
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 Agent or any
other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement.

10.5. INDEMNIFICATION. Each Lender agrees to indemnify Agent (to the
extent that Agent is not reimbursed by Borrower), ratably according to the
respective principal amounts of the Notes then held by each of them, from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by or asserted against Agent
in any way relating to or arising out of this Agreement or any other Loan
Document or any action taken or omitted by Agent under this Agreement; PROVIDED,
HOWEVER, that no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from Agent's gross negligence or wilful
misconduct. Without limitation of the foregoing, each Lender agrees to
reimburse Agent promptly upon demand for its ratable share of any out-of-pocket
expenses (including counsel fees) incurred by Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement
and each other Loan Document, to the extent that Agent is not reimbursed for
such expenses by Borrower.

10.6. SUCCESSOR AGENT. If GE Capital shall, consistent with Section
11.1 hereof, hold 50% or less of the aggregate principal amount of the Notes,
Agent may resign by giving written notice thereof to each Lender and Borrower.
Upon any such resignation, the Required Lenders shall have the right to appoint
a successor Agent. If no successor Agent shall have been so appointed by the
Required Lenders,

and shall have accepted such appointment, within 30 days after the retiring
Agent's giving notice of resignation, then the retiring Agent may, on behalf of
Lenders, appoint a successor Agent, which shall be a commercial bank organized
under the laws of the United States of America or of any state thereof and
having a combined capital and surplus of at least $50,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon 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 under this Agreement
and the other Loan Documents. After any retiring Agent's resignation hereunder
as Agent, the provisions of this Article 10 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Agent under this
Agreement and the other Loan Documents.

MISCELLANEOUS

11.1. COMPLETE AGREEMENT; MODIFICATION OF AGREEMENT; SALE OF
INTEREST. (a) The Loan Documents constitute the complete agreement between the
parties with respect to the subject matter hereof and may not be modified,
altered or amended except in accordance with Section 11.1(e) below.

(b) Borrower may not sell, assign or transfer any of the Loan
Documents or any portion thereof, including, without limitation, Borrower's
rights, title, interests, remedies, powers and duties hereunder or thereunder.
Borrower hereby consents to Agent's and any Lender's sale of participations,
assignment, transfer or other disposition (each, a "Sale"), at any time or
times, of any of the Loan Documents or of any portion thereof or interest
therein to any bank or other financial institution, including, without
limitation, Agent's and any Lender's rights, title, interests, remedies, powers
or duties thereunder, whether evidenced by a writing or not; PROVIDED, HOWEVER,
that unless an Event of Default has occurred and is continuing, no Lender shall
(without the written consent of Borrower and Agent) (i) effect any Sale of any
Term Loan (A) if such Sale would result in any increased tax withholding
obligation (or, in the case of a Sale by any Lender other than GE Capital, if
such Sale would result in any additional payment being required to be made by
Borrower pursuant to Section 2.15 hereof) and (B) unless GE Capital or any of
its

Affiliates would after giving effect to such Sale retain more than 50% of the
aggregate principal amount of the Notes or (ii) effect a Sale of participations
to one or more banks or other financial institutions ("Participants") in or to
any of the Notes or any portion thereof or interest therein, PROVIDED that any
Lender may effect a Sale of such participations so long as (w) such Lender does
not sell (A) participations in an aggregate of 50% or more of the aggregate
principal amount of such Lender's Notes or (B) individual participations of less
than $5,000,000, (x) such Lender shall remain solely responsible for all of its
obligations under this Agreement and the Loan Documents, (y) Borrower, Agent and
each other Lender shall continue to be entitled to deal solely and directly with
such Lender in connection with such Lender's rights and obligations under this
Agreement and (z) no Participant shall be entitled to require such Lender to
take or omit to take any action hereunder; and PROVIDED FURTHER, HOWEVER, that,
in the event any Lender shall determine to effect a Sale of any portion of any
Term Note other than to an Affiliate of such Lender, such Lender shall (except
as otherwise agreed by Borrower) use reasonable good faith efforts to sell such
participations and assignments to institutions reasonably acceptable to Borrower
on terms acceptable to such Lender in such Lender's sole discretion. Each
Lender agrees that the Sale of any participations or assignments in any Loan
shall take place in accordance with all applicable laws, rules and regulations.

(c) Without limiting the provisions of Section 11.1(b) hereof, unless
an Event of Default occurs and is continuing, no Lender shall, without the prior
written consent of Agent, effect any Sale other than (x) a Sale to one or more
Affiliates of such Lender or as required by law, (y) a Sale to GE Capital or
(z) a Sale of participations to one or more banks or other financial
institutions in accordance with the limitations set forth in Section 11.1(b)(ii)
hereof (PROVIDED that, in the case of clauses (x), (y) and (z) of this Section
11.1(c), Agent shall have received prior written notice thereof). Any consent
of Agent contemplated hereunder may be given or withheld in its sole discretion
and without any consent or approval of Borrower being required.

(d) In the event Agent or any Lender effects a Sale or otherwise
transfers all or any part of any Note

consistent with the terms of this Agreement, Borrower shall, upon the request of
Agent or such Lender, (i) issue new Notes to effect such assignment or transfer
and (ii) execute such amendments to this Agreement as Agent may reasonably deem
necessary or appropriate in order that the transferee may become a party
thereto.

(e) No amendment or waiver of any provision of this Agreement or the
Notes or any other Loan Document, nor consent to any departure by Borrower
therefrom, nor release of any Collateral or Guaranty, shall in any event be
effective unless the same shall be in writing and signed by the Required
Lenders, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; PROVIDED, HOWEVER, that
no amendment, waiver or consent shall (i) subject any Lender to any additional
obligations (without the written consent of such Lender) or (ii) amend this
Section 11.1(e) without the written consent of each Lender affected thereby; and
PROVIDED, FURTHER, HOWEVER, that no amendment, waiver or consent shall, unless
in writing and signed by Agent in addition to the Lenders required above to take
such action, affect the rights or duties of Agent under this Agreement, any Note
or any other Loan Document.

(f) If GE Capital shall effect a Sale of any participations in any of
the Term Loans to any Person, Borrower shall pay to GE Capital, from time to
time, all amounts that the holder of such participation would have been entitled
to receive pursuant to Section 2.15(b), 2.17(a) or 2.17(b) hereof if such holder
was a Lender under this Agreement and directly held that portion of the Notes
(or interest therein) underlying such participation (in which event GE Capital's
right to receive such amounts pursuant to such provisions shall be
correspondingly reduced).

11.2. FEES AND EXPENSES. Borrower shall pay all reasonable
out-of-pocket expenses of Agent in connection with the preparation of the Loan
Documents (including the reasonable fees and expenses of all of its counsel
retained in connection with the Loan Documents and the transactions contemplated
thereby). If, at any time or times, regardless of the existence of an Event of
Default (except with respect to paragraphs (iii) and (iv) below, which shall be
subject to an Event of Default having occurred and continuing),

Agent (or, in the case of paragraphs (iii) and (iv) below, any Lender) shall
employ counsel for advice or other representation or shall incur reasonable
legal or other costs and expenses in connection with:

(i) any amendment, modification or waiver, or consent with respect
to, any of the Loan Documents;

(ii) any litigation, contest, dispute, suit, proceeding or action
(whether instituted by Agent or any Lender, Borrower, any Subsidiary of
Borrower or, subject to Section 2.15(a), any other Person) in any way
relating to the Collateral, any of the Loan Documents or any other
agreement to be executed or delivered in connection herewith;

(iii) any attempt to enforce any rights of Agent or any Lender against
Borrower, any Subsidiary of Borrower or any other Person that may be
obligated to any Lender by virtue of any of the Loan Documents; or

(iv) any attempt to verify, protect, collect, sell, liquidate or
otherwise dispose of the Collateral;

then, and in any such event, the attorneys' fees arising from such services,
including those of any appellate proceedings, and all expenses, costs, charges
and other fees incurred by such counsel in any way or respect arising in
connection with or relating to any of the events or actions described in this
Section 11.2 shall be payable, on demand, by Borrower to Agent or such Lender
and shall be additional Obligations secured under this Agreement and the other
Loan Documents; PROVIDED, HOWEVER, that with respect to Lenders other than GE
Capital, Borrower shall be responsible for the attorneys' fees of only one
counsel for such other Lenders. Without limiting the generality of the
foregoing, such expenses, costs, charges and fees may include: paralegal fees,
costs and expenses; accountants' fees, costs and expenses; court costs and
expenses; photocopying and duplicating expenses; court reporter fees, costs and
expenses; long distance telephone charges; air express charges; telegram
charges; secretarial overtime charges; and expenses for travel, lodging and food
paid or incurred in connection with the performance of such legal services.

11.3. NO WAIVER BY AGENT OR ANY LENDER. Agent's or any Lender's
failure, at any time or times, to require strict performance by any Loan Party
of any provision of this Agreement or any of the other Loan Documents shall not
waive, affect or diminish any right of Agent or such Lender thereafter to demand
strict compliance and performance therewith. Any suspension or waiver by Agent
or Lenders of an Event of Default by any Loan Party under any Loan Document
shall not suspend, waive or affect any other Event of Default by any Loan Party
under any Loan Document, whether the same is prior or subsequent thereto and
whether of the same or of a different type. None of the undertakings,
agreements, warranties, covenants and representations of any Loan Party
contained in this Agreement or in any of the other Loan Documents and no Event
of Default and no default by any Loan Party under any of the Loan Documents
shall be deemed to have been suspended or waived by Agent or Lenders, unless
such suspension or waiver is by an instrument in writing signed by an officer of
Agent and Required Lenders and directed to such Loan Party specifying such
suspension or waiver.

11.4. REMEDIES. Agent's and each Lender's rights and remedies under
this Agreement shall be cumulative and non-exclusive of any other rights and
remedies which Agent and Lenders may have under any other agreement, including,
without limitation, the Loan Documents, by operation of law or otherwise.
Recourse to the Collateral shall not be required.

11.5. WAIVER OF JURY TRIAL. The parties hereto waive all right to
trial by jury in any action or proceeding to enforce or defend any rights under
the Loan Documents.

11.6. SEVERABILITY. Wherever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.

11.7. PARTIES. This Agreement and the other Loan Documents shall be
binding upon, and inure to the benefit of, the successors of Borrower, Agent and
Lenders and the

100

permitted assigns, transferees and endorsees of Agent and Lenders.

11.8. CONFLICT OF TERMS. Except as otherwise provided in this
Agreement or any of the other Loan Documents by specific reference to the
applicable provisions of this Agreement, if any provision contained in this
Agreement is in conflict with, or inconsistent with, any provision in any of the
other Loan Documents, the provision contained in this Agreement shall govern and
control.

11.9. AUTHORIZED SIGNATURE. Until Agent shall be notified by
Borrower to the contrary, the signature upon any document or instrument
delivered pursuant hereto of an officer of Borrower listed on Schedule 11.9
hereto shall bind Borrower and be deemed to be the act of Borrower affixed
pursuant to and in accordance with resolutions duly adopted by Borrower's Board
of Directors.

11.10. GOVERNING LAW. Except as otherwise expressly provided in any
of the Loan Documents, in all respects, including all matters of construction,
validity and performance, this Agreement and the Obligations arising hereunder
shall be governed by, and construed and enforced in accordance with, the laws of
the State of New York applicable to contracts made and performed in such state,
without regard to the principles thereof regarding conflict of laws, and any
applicable laws of the United States of America. Agent, each Lender and
Borrower agree to submit to personal jurisdiction and to waive any objection as
to venue in the County of New York, State of New York. Service of process on
Borrower, Agent or any Lender in any action arising out of or relating to any of
the Loan Documents shall be effective if mailed to such party at the address
listed in Section 11.11 hereof. Nothing herein shall preclude Agent, any Lender
or Borrower from bringing suit or taking other legal action in any other
jurisdiction.

11.11. NOTICES. Except as otherwise provided herein, whenever it is
provided herein that any notice, demand, request, consent, approval, declaration
or other communication shall or may be given to or served upon any of the
parties by another, or whenever any of the parties desires to give or serve upon
another any communication with respect to this Agreement, each such notice,
demand, request, consent, approval, declaration or other communi-

101

cation shall be in writing and shall be delivered either in person with receipt
acknowledged, or by telecopy or by registered or certified mail, return receipt
requested, postage prepaid, or by overnight courier, addressed as follows:

(a) If to Agent at:

General Electric Capital Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Region Operations Manager
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

With copies to:

General Electric Capital Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

and

General Electric Capital Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Commercial Finance
Legal Counsel
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

and

Weil, Gotshal & ▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

(b) If to Borrower at:

VC Holding, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

102

With a copy to:

▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇, Esq.
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇

or, as to any party hereto, at such other address as may be substituted by
notice given as herein provided. The giving of any notice required hereunder
may be waived in writing by the party entitled to receive such notice. Every
notice, demand, request, consent, approval, declaration or other communication
hereunder shall be deemed to have been duly given or served on the date on which
personally delivered or transmitted by telecopy or three Business Days after the
same shall have been deposited in the United States mail or one Business Day
after the same shall have been deposited with an overnight courier. Failure or
delay in delivering copies of any notice, demand, request, consent, approval,
declaration or other communication to the Persons designated above to receive
copies shall in no way adversely affect the effectiveness of such notice,
demand, request, consent, approval, declaration or other communication.

11.12. SURVIVAL. The representations and warranties of Borrower in
this Agreement shall survive the execution, delivery and acceptance hereof by
the parties hereto and the closing of the transactions described herein or
related hereto.

11.13. SECTION TITLES. The Section titles and Table of Contents
contained in this Agreement are and shall be without substantive meaning or
content of any kind whatsoever and are not a part of the agreement between the
parties hereto.

11.14. COUNTERPARTS. This Agreement may be executed in any number of
separate counterparts, each of which shall, collectively and separately,
constitute one agreement.

103

IN WITNESS WHEREOF, this Agreement has been duly executed in New York,
New York as of the date first written above.

VC HOLDING, INC.

By: /s/ ▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
Title: Senior Vice President, Finance
and Treasurer

GENERAL ELECTRIC CAPITAL CORPORATION
as Agent

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President

Revolving GENERAL ELECTRIC CAPITAL CORPORATION
Credit as Lender
Commitment
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$125,000,000 By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President

105

AMENDED AND RESTATED LOAN AGREEMENT Dated as of March 15, 1996

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