
<PAGE>   1
                                                                   Exhibit 10.37




                                                                 August 16, 1999


                        $1,200,000,000 Credit Facilities
                                Commitment Letter


Charter Investment, Inc.
12444 Powerscourt Drive, Suite 100
St. Louis, Missouri 63131

Attention:  Kent Kalkwarf


Ladies and Gentlemen:

                  Charter Investment, Inc. ("Charter") has advised Chase
Securities Inc. ("CSI"), The Chase Manhattan Bank ("Chase"), Banc of America
Securities LLC ("BOA Securities"), Bank of America, N.A. ("BOA"), TD Securities
(USA) Inc. ("TD Securities") and Toronto Dominion (Texas), Inc. ("Toronto
Dominion") that its affiliate, CC VI Operating, LLC (the "Borrower"), wishes to
obtain $1,200,000,000 of credit facilities (the "Credit Facilities") in
connection with the acquisition (the "Acquisition") by a wholly owned subsidiary
of the Borrower of certain assets of TWFanch-one Co., TWFanch-two Co. and other
affiliate interests (the "Fanch Systems"). As used herein, (i) "Lead Banks" is
the collective reference to Chase, BOA and Toronto Dominion, (ii) "Commitment
Parties" is the collective reference to each party hereto other than Charter and
(iii) "Pro Rata Facilities" is the collective reference to the Tranche A Term
Facility and the Revolving Facility (as each such term is defined in the Term
Sheet referred to below). The proceeds of the Credit Facilities will be used to
finance the Acquisition, to pay related fees and expenses and for other general
purposes.

                  Each of the relevant Commitment Parties is pleased to advise
you that it is willing to act in the titled capacities identified in the Term
Sheet in respect of the Credit Facilities, and each will, in such capacities,
perform the duties and exercise the authority customarily performed and
exercised by it in such roles. Such duties shall, in the case of the Joint Lead
Arrangers (as defined in the Term Sheet), include the use of commercially
reasonable efforts to assemble a syndicate of financial institutions identified
by us in consultation with you (together with the Lead Banks, the "Lenders") to
provide the necessary commitments for the Credit Facilities. You agree that no
other agents, co-agents or arrangers will be appointed and no other titles will
be awarded in connection with the Credit Facilities (except as otherwise
provided in the Term Sheet) unless you and we shall so agree. You further agree
to promptly inform each of Loan Pricing Corporation and Securities Data Corp.
that any institution (other than Citibank, N.A.) serving as Documentation Agent
shall not be entitled to receive league table credit in connection with the
Credit Facilities.

                  Each Lead Bank is pleased to advise you of its commitment to
provide $75,000,000 of the Pro Rata Facilities, with each such commitment being
allocated pro rata between the Pro Rata Facilities. The Statement of Terms and
Conditions attached as Exhibit A hereto (the "Term Sheet") sets forth the
principal terms and conditions on and subject to which each Lead Bank is willing
to make available its portion of the Pro Rata Facilities. The commitment of each
Lead Bank hereunder is several and not joint. In addition, it is a condition to
each Lead Bank's commitment hereunder that the portion of the Credit Facilities
not being provided by such Lead Bank shall be provided by the other Lenders.
<PAGE>   2
                                                                               2

                  We intend to commence syndication efforts immediately, and you
agree actively to assist us in completing a syndication satisfactory to us. Such
assistance shall include (a) your using commercially reasonable efforts to
ensure that the syndication efforts benefit materially from the existing lending
relationships of Charter and its affiliates, (b) direct contact between the
proposed Lenders and senior management and advisors of Charter and its
affiliates (coordinated through the Joint Lead Arrangers), (c) assistance in the
preparation of a Confidential Information Memorandum and other marketing
materials to be used in connection with the syndication and (d) the hosting,
with us, of one or more conference calls or meetings with prospective Lenders.

                  We will manage all aspects of the syndication, including
decisions as to the selection of institutions to be approached and when they
will be approached, when their commitments will be accepted, which institutions
will participate, the allocations of the commitments among the Lenders and the
amount and distribution of fees among the Lenders, in each case in consultation
with you. To assist us in our syndication efforts, you agree promptly to prepare
and provide to us all information with respect to the Fanch Systems, the
Acquisition and the transactions contemplated hereby, including all financial
information and projections (the "Projections"), as we may reasonably request in
connection with the arrangement and syndication of the Credit Facilities. You
hereby represent and covenant that (a) to the best of your knowledge, all
information other than the Projections (the "Information") that has been or will
be made available to any of us by you or any of your representatives, as
supplemented from time to time prior to the Closing Date (as such term is
defined in the Term Sheet), shall be complete and correct in all material
respects and does not or will not, as so supplemented, contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements contained therein not materially misleading in light of
the circumstances under which such statements are made and (b) the Projections
that have been or will be made available to any of us by you or any of your
representatives have been or will be prepared in good faith based upon
reasonable assumptions, it being recognized by the Commitment Parties that the
Projections are not to be viewed as fact and that actual results during the
period or periods covered by the Projections may differ from the projected
results set forth therein by a material amount. You understand that in arranging
and syndicating the Credit Facilities we may use and rely on the Information and
Projections without independent verification thereof.

                  As consideration for our commitments hereunder and our
agreements to perform the services described herein, you agree to pay to us the
nonrefundable fees as set forth in the Term Sheet and in the fee letter dated
the date hereof and delivered herewith (the "Fee Letter"). As used herein, the
term "Fee Letter" shall be deemed to include any separate letter agreement with
the Administrative Agent (as defined in the Term Sheet) relating to
administration fees.

                  We shall be entitled, with your consent (which shall not be
unreasonably withheld), to change the pricing, terms and structure of the Credit
Facilities if we determine that such changes are advisable to insure a
successful syndication of the Credit Facilities. Each commitment hereunder is
subject to the agreements in this paragraph. The agreements in this paragraph
shall survive the closing of the Credit Facilities until the Credit Facilities
have been successfully syndicated.

                  Each Commitment Party's commitment hereunder and agreement to
perform the services described herein are subject to (i) such Commitment Party's
completion of and satisfaction in all respects with a due diligence
investigation of the Fanch Systems, (ii) there not occurring or becoming known
to such Commitment Party any change, occurrence or development that could
reasonably be expected to have a material adverse effect on the business,
operations, property or condition (financial or otherwise) of the Fanch Systems,
(iii) such Commitment Party not becoming aware after the date hereof of any
information or other matter (including any matter relating to financial models
and underlying assumptions relating to the Projections) that in such Commitment
Party's judgment is inconsistent in a
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                                                                               3

material and adverse manner with any information or other matter disclosed to
such Commitment Party prior to the date hereof, (iv) there not having occurred a
material disruption of or material adverse change in conditions in the
financial, banking or capital markets that, in such Commitment Party's judgment,
could impair the syndication of the Credit Facilities, (v) such Commitment
Party's satisfaction that prior to and during the syndication of the Credit
Facilities, except as otherwise agreed by the Lead Banks, there shall be no
competing offering, placement or arrangement of any debt securities or bank
financing by or on behalf of Charter or any of its affiliates (other than (a)
the contemplated credit facilities for Avalon Cable LLC so long as the
syndication thereof is coordinated with the syndication of the Credit Facilities
in a manner reasonably satisfactory to the Lead Banks and (b) the contemplated
credit facility for Paul G. Allen so long as the Borrower uses its commercially
reasonable efforts to cause the syndication thereof to be coordinated with the
syndication of the Credit Facilities in a manner reasonably satisfactory to the
Lead Banks), (vi) the rating of the Credit Facilities by Standard & Poor's
Ratings Services and Moody's Investors Service, Inc., (vii) the negotiation,
execution and delivery on or before March 1, 2000 of definitive documentation
with respect to the Credit Facilities satisfactory to such Commitment Party, and
(viii) the other conditions set forth or referred to in the Term Sheet. The
terms and conditions of each Lead Bank's commitment hereunder and of the Credit
Facilities are not limited to those set forth herein and in the Term Sheet.
Those matters that are not covered by the provisions hereof and of the Term
Sheet are subject to the approval and agreement of each Commitment Party and the
Borrower.

                  You agree (a) to indemnify and hold harmless the Commitment
Parties, their affiliates and their respective officers, directors, employees,
advisors, and agents (each, an "indemnified person") from and against any and
all losses, claims, damages and liabilities to which any such indemnified person
may become subject arising out of or in connection with this Commitment Letter,
the Credit Facilities, the use of the proceeds thereof, the Acquisition or any
related transaction or any claim, litigation, investigation or proceeding
relating to any of the foregoing, regardless of whether any indemnified person
is a party thereto, and to reimburse each indemnified person upon demand for any
legal or other expenses incurred in connection with investigating or defending
any of the foregoing, provided that the foregoing indemnity will not, as to any
indemnified person, apply to losses, claims, damages, liabilities or related
expenses to the extent they are found by a final, non-appealable judgment of a
court to arise from the willful misconduct or gross negligence of such
indemnified person, and (b) to reimburse the Commitment Parties and their
affiliates on demand for all reasonable out-of-pocket expenses (including due
diligence expenses, syndication expenses, rating agency fees and expenses, and
reasonable fees, charges and disbursements of counsel) incurred directly in
connection with the Credit Facilities and any related documentation (including
this Commitment Letter and the definitive financing documentation) or the
administration, amendment, modification or waiver thereof. No indemnified person
shall be liable for any damages arising from the unauthorized interception by
others of Information or other materials obtained through electronic,
telecommunications or other information transmission systems or for any special,
indirect, consequential or punitive damages in connection with the Credit
Facilities.

                 You acknowledge that each Lead Bank and its affiliates (the
term "Lead Bank" as used below in this paragraph being understood to include
such affiliates) may be providing debt financing, equity capital or other
services (including financial advisory services) to other companies in respect
of which you may have conflicting interests regarding the transactions described
herein and otherwise. No Lead Bank will use confidential information obtained
from you by virtue of the transactions contemplated by this Commitment Letter or
its other relationships with you in connection with the performance by such Lead
Bank of services for other companies, and no Lead Bank will furnish any such
information to other companies. You also acknowledge that no Lead Bank has any
obligation to use in connection with the transactions contemplated by this
Commitment Letter, or to furnish to you, confidential information obtained from
other companies.
<PAGE>   4
                                                                               4

                  This Commitment Letter shall not be assignable by you without
the prior written consent of each Commitment Party (and any purported assignment
without such consent shall be null and void), is intended to be solely for the
benefit of the parties hereto and the Borrower and is not intended to confer any
benefits upon, or create any rights in favor of, any person other than the
parties hereto and the Borrower. This Commitment Letter may not be amended or
waived except by an instrument in writing signed by you and each Commitment
Party. This Commitment Letter may be executed in any number of counterparts,
each of which shall be an original, and all of which, when taken together, shall
constitute one agreement. Delivery of an executed signature page of this
Commitment Letter by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof. This Commitment Letter shall be governed
by, and construed in accordance with, the laws of the State of New York.

                  This Commitment Letter is delivered to you on the
understanding that neither this Commitment Letter, the Term Sheet or the Fee
Letter nor any of their terms or substance shall be disclosed, directly or
indirectly, to any other person except (a) to the officers, agents and advisors
of Charter and the Borrower who are directly involved in the consideration of
this matter or (b) as may be compelled in a judicial or administrative
proceeding or as otherwise required by law (in which case you agree to inform us
prior thereto), provided that the foregoing restrictions shall cease to apply
(except in respect of the Fee Letter and its terms and substance) after this
Commitment Letter has been accepted by you.

                  Each Commitment Party agrees to keep confidential all
non-public information provided to it by you pursuant to the transactions
described herein that is designated by you as confidential; provided that the
foregoing shall not prevent any Commitment Party from disclosing any such
information (a) on a confidential basis, to any prospective Lender or any
affiliate of any prospective Lender, (b) to the officers, agents and advisors of
such Commitment Party who are directly involved in the consideration of this
matter, (c) to rating agencies in connection with the rating of the Credit
Facilities or (d) as may be compelled in a judicial or administrative proceeding
or as otherwise required by law or by regulatory authorities (in which case such
Commitment Party agrees to inform you prior thereto). We understand that you
have asked us to regard as confidential all non-public information previously
provided to the Commitment Parties, other than general information regarding the
cable television industry.

                  The compensation, reimbursement, indemnification and
confidentiality provisions contained herein and in the Fee Letter shall remain
in full force and effect regardless of whether definitive financing
documentation shall be executed and delivered and notwithstanding the
termination of this Commitment Letter or any of the commitments hereunder,
provided that the immediately preceding paragraph shall be superseded by the
definitive documentation for the Credit Facilities.

                 If the foregoing correctly sets forth our agreement, please
indicate your acceptance of the terms hereof and of the Term Sheet and the Fee
Letter by returning to us executed counterparts hereof and of the Fee Letter,
not later than 7:00 p.m., New York City time, on August 16, 1999. This offer
will automatically expire at such time in the event we have not received such
executed counterparts in accordance with the immediately preceding sentence.
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                  We are pleased to have been given the opportunity to assist
you in connection with this important financing.


Very truly yours,

CHASE SECURITIES INC.                       THE CHASE MANHATTAN BANK

By  /s/ Peter Hooker                        By  /s/ Laurie B. Perper
   -----------------------------              -----------------------------
    Name:  Peter Hooker                       Name:  Laurie B. Perper
    Title: Vice President                     Title: Vice President


BANC OF AMERICA                             BANK OF AMERICA, N.A.
   SECURITIES LLC

By  /s/ Barbara P. Jorgensen                By /s/ Jennifer Zydney
   -----------------------------              -----------------------------
    Name:  Barbara P. Jorgensen                Name:  Jennifer Zydney
    Title: Principal                           Title: Managing Director



TD SECURITIES (USA) INC.                    TORONTO DOMINION (TEXAS), INC.

By /s/ Amy G. Josephson                     By  /s/ Jano Mott
   -----------------------------              -----------------------------
    Name:  Amy G. Josephson                   Name:  Jano Mott
    Title: Vice President & Director          Title: Vice President



Accepted and agreed to as of
the date first above written:

CHARTER INVESTMENT, INC.

By /s/ Eloise A. Engman
  ----------------------------
    Name:  Eloise A. Engman
    Title: Vice President
<PAGE>   6
                                                                       EXHIBIT A

                        $1,200,000,000 CREDIT FACILITIES
                             FANCH OPERATING COMPANY

                    Summary of Proposed Terms and Conditions


         Set forth below is a summary of proposed terms and conditions for
credit facilities to be obtained by CC VI Operating, LLC (the "Borrower"), a
subsidiary of Charter Communications, Inc., in connection with the acquisition
(the "Acquisition") by a wholly owned subsidiary of the Borrower of certain
assets of TWFanch-one Co., TWFanch-two Co. and other affiliate interests (the
"Fanch Systems").

I      Parties

Borrower:                         CC VI Operating, LLC (the "Borrower").

Guarantors:                       The holding company parent of the Borrower
                                  ("Holdings") and each of the Borrower's direct
                                  and indirect domestic subsidiaries, other than
                                  foreign subsidiaries and "non-recourse"
                                  subsidiaries (collectively, the "Guarantors";
                                  the Borrower and the Guarantors, collectively,
                                  the "Loan Parties").

Joint Lead Arrangers and          Chase Securities Inc. ("CSI") and Banc of
Joint Book Managers:              America Securities LLC ("BOA Securities") (in
                                  such capacity, the "Joint Lead Arrangers").


Administrative Agent:             Toronto Dominion (Texas), Inc. (in such
                                  capacity, the "Administrative Agent").

Syndication Agents:               CSI and BOA Securities (in such capacity, the
                                  "Syndication Agents").

Documentation Agent:              Citibank, N.A. (in such capacity, the
                                  "Documentation Agent").

Lenders:                          A syndicate of banks, financial institutions
                                  and other entities selected in the syndication
                                  process (collectively, the "Lenders").


II     Types and Amounts of
       Facilities

       1.     Term Facilities

Amount and Tenor:                 Tranche A Term Facility: An 8-1/2 year term
                                  loan facility (the "Tranche A Term Facility")
                                  in an aggregate principal amount equal to
                                  $400,000,000 (the loans thereunder, the
                                  "Tranche A Term Loans"). The Tranche A Term
                                  Loans shall be repayable in quarterly
                                  installments in aggregate amounts for each
                                  Loan Year (expressed as a percentage of the
                                  aggregate amount borrowed) as set forth below:

                                      Loan Year                     Amount
                                      1, 2 and 3                         0%
                                              4                       10.0%
                                              5                       15.0%
                                              6                       15.0%
                                              7                       20.0%
                                              8                       25.0%
                                              8-1/2                   15.0%
<PAGE>   7
                                                                               2

                                  Tranche B Term Facility: A 9-year term loan
                                  facility (the "Tranche B Term Facility") in an
                                  aggregate principal amount equal to
                                  $450,000,000 (the loans thereunder, the
                                  "Tranche B Term Loans"). The Tranche B Term
                                  Loans shall be repayable in nominal quarterly
                                  installments commencing in Loan Year 4
                                  aggregating, during each Loan Year, 1% of the
                                  original aggregate principal amount of the
                                  Tranche B Term Loans, with a final installment
                                  equal to the remaining outstanding aggregate
                                  principal amount of the Tranche B Term Loans.

                                  In addition to the foregoing, the Credit
                                  Documentation (as defined below) will provide
                                  for a term loan facility (the "Incremental
                                  Term Facility") in an aggregate principal
                                  amount of up to $300,000,000 (the loans
                                  thereunder, the "Incremental Term Loans" and,
                                  together with the Tranche A Term Loans and
                                  Tranche B Term Loans, the "Term Loans"). The
                                  Incremental Term Loans shall be repayable in
                                  nominal installments (not exceeding, in any
                                  12-month period, 1% of the initial aggregate
                                  principal amount of the Incremental Term
                                  Loans) until the date that is six months after
                                  the final maturity of the Tranche B Term
                                  Loans. The Incremental Term Facility shall not
                                  initially be effective but may be activated,
                                  in whole or in part, subject to certain
                                  limits, at any time at the request of the
                                  Borrower with consent required only from those
                                  Lenders (including new Lenders that are
                                  reasonably acceptable to the Administrative
                                  Agent) that agree, in their sole discretion,
                                  to participate in such Term Facility.

                                  In the event that the Term Loans are
                                  optionally prepaid or the Revolving Facility
                                  (as defined below) is optionally permanently
                                  reduced, up to $150,000,000 of the amount so
                                  prepaid or reduced may be applied to increase
                                  the $300,000,000 of incremental capacity
                                  described above.

                                  The Borrower may choose to utilize up to
                                  $150,000,000 of this incremental capacity to
                                  instead increase the amount of the Tranche A
                                  Term Facility and/or the Revolving Facility,
                                  so long as such incremental utilization is
                                  added to the scheduled amortization or
                                  reductions thereof on a pro rata basis.

                                  No Lender shall have any commitment to provide
                                  the increases described above. Accordingly,
                                  the availability of such increases shall be
                                  subject to the agreement, in their sole
                                  discretion, of existing and new Lenders to
                                  provide such increases.

Availability:                     The Tranche A Term Loans and Tranche B Term
                                  Loans shall be made in a single drawing on the
                                  Closing Date; provided that up to $250,000,000
                                  of the Tranche A Term Loans may be made in an
                                  additional drawing after the Closing Date and
                                  prior to the earlier of (i) the three-month
                                  anniversary of the Closing Date and (ii) March
                                  31, 2000.

Purpose:                          The proceeds of the Term Loans shall be used
                                  to finance the Acquisition and for general
                                  purposes, including to finance permitted
                                  acquisitions.
<PAGE>   8
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       2.     Revolving Facility

Amount and Tenor:                 8-1/2 year reducing Revolving Facility (the
                                  "Revolving Facility"; the commitments
                                  thereunder, the "Revolving Commitments"; the
                                  Revolving Facility and the Term Facilities,
                                  collectively, the "Credit Facilities") in the
                                  amount of $350,000,000 (the loans thereunder,
                                  together with (unless the context otherwise
                                  requires), the Swingline Loans referred to
                                  below, the "Revolving Loans"). The Revolving
                                  Commitments shall be permanently reduced on
                                  each anniversary of the Closing Date set forth
                                  below in the amount (expressed as a percentage
                                  of the aggregate amount thereof) set forth
                                  opposite such anniversary:


                                        Anniversary            Reduction
                                                5                 10.0%
                                                6                 15.0%
                                                7                 30.0%
                                                8                 30.0%
                                                8-1/2             15.0%

                                  The extensions of credit under the Revolving
                                  Facility shall be prepaid or cash
                                  collateralized to the extent that the
                                  aggregate amount thereof exceeds the aggregate
                                  commitments under the Revolving Facility as so
                                  reduced.

Availability:                     The Revolving Facility shall be available on a
                                  revolving basis during the period commencing
                                  on the Closing Date and ending on the date
                                  that is 8-1/2 years after the Closing Date
                                  (the "Revolving Termination Date").

Letters of Credit:                A portion of the Revolving Facility not in
                                  excess of an amount to be agreed upon shall be
                                  available for the issuance of letters of
                                  credit (the "Letters of Credit") by the
                                  Administrative Agent or any other Lender under
                                  the Revolving Facility, subject to its
                                  agreement to act in such capacity (each, in
                                  such capacity, an "Issuing Lender"). No Letter
                                  of Credit shall have an expiration date after
                                  the earlier of (a) one year after the date of
                                  issuance and (b) five business days prior to
                                  the Revolving Termination Date, provided that
                                  any Letter of Credit with a one-year tenor may
                                  provide for the renewal thereof for additional
                                  one-year periods (which shall in no event
                                  extend beyond the date referred to in clause
                                  (b) above). Each Letter of Credit shall be in
                                  a minimum face amount of $500,000 unless
                                  otherwise agreed by the Administrative Agent
                                  and the relevant Issuing Lender.

                                  Drawings under any Letter of Credit shall be
                                  reimbursed by the Borrower (whether with its
                                  own funds or with the proceeds of Revolving
                                  Loans) on the same business day. To the extent
                                  that the Borrower does not so reimburse the
                                  relevant Issuing Lender, the Lenders under the
                                  Revolving Facility shall be irrevocably and
                                  unconditionally obligated to reimburse such
                                  Issuing Lender on a pro rata basis.

Swingline Loans:                  A portion of the Revolving Facility not in
                                  excess of $25,000,000 shall be
<PAGE>   9
                                                                               4

                                  available for swing line loans (the "Swingline
                                  Loans") from the Administrative Agent on
                                  same-day notice. Any such Swingline Loans will
                                  reduce availability under the Revolving
                                  Facility on a dollar-for-dollar basis. Each
                                  Lender under the Revolving Facility shall
                                  acquire, under certain circumstances, an
                                  irrevocable and unconditional pro rata
                                  participation in each Swingline Loan.

Maturity:                         The Revolving Termination Date.

Purpose:                          The proceeds of the Revolving Loans shall be
                                  used for general purposes, including permitted
                                  acquisitions.


III.   Certain Payment
       Provisions

Fees and Interest Rates:          As set forth on Annex I.

Optional Prepayments and          Loans may be prepaid and commitments may be
Commitment Reductions:            reduced in specified minimum amounts. Optional
                                  prepayments of the Term Loans shall be applied
                                  pro rata to the Tranche A Term Loans, the
                                  Tranche B Term Loans and the Incremental Term
                                  Loans, and ratably to the respective
                                  installments thereof, except as otherwise
                                  provided below under "Mandatory Prepayments".
                                  Optional reductions of the Revolving
                                  Commitments shall be applied ratably to the
                                  scheduled reductions thereof. Optional
                                  prepayments of the Term Loans may not be
                                  reborrowed.


Mandatory Prepayments:            The Term Loans shall be prepaid with 100% of
                                  the net proceeds of any sale or other
                                  disposition (including as a result of casualty
                                  or condemnation) by the Borrower or any of its
                                  subsidiaries of any assets, excluding
                                  permitted asset exchanges where no cash
                                  consideration is received, sales of inventory
                                  or obsolete or worn-out property in the
                                  ordinary course of business and certain other
                                  exceptions, including an exclusion for the
                                  first $10,000,000 of such proceeds received
                                  after the Closing Date. Proceeds described in
                                  this paragraph shall not be required to be
                                  applied to make prepayments if (i) the
                                  Borrower identifies a potential acquisition of
                                  assets in a permitted line of business and
                                  notifies the Administrative Agent in writing
                                  of such acquisition within 12 months of the
                                  relevant disposition and (ii) such identified
                                  acquisition is consummated within 18 months of
                                  such disposition.

                                  Mandatory prepayments of the Term Loans shall
                                  be applied pro rata to the Tranche A Term
                                  Loans, the Tranche B Term Loans and the
                                  Incremental Term Loans, and ratably to the
                                  respective installments thereof.
                                  Notwithstanding the foregoing, so long as any
                                  Tranche A Term Loans are outstanding, each
                                  holder of Tranche B Term Loans or Incremental
                                  Term Loans shall have the right to refuse all
                                  or any portion of such prepayment allocable to
                                  it, and 50% of the amount so refused will be
                                  applied to prepay the Tranche A Term Loans,
                                  with the remaining 50% being retained by the
                                  Borrower. The Borrower shall also have the
                                  option, in its sole discretion, to offer such
                                  refusal rights in connection
<PAGE>   10
                                                                               5

                                  with optional prepayments. Mandatory
                                  prepayments of the Term Loans may not be
                                  reborrowed.

IV.    Collateral                 The obligations of each Loan Party in respect
                                  of the Credit Facilities, any interest rate
                                  protection agreements in respect thereof
                                  provided by any Lender (or any affiliate of a
                                  Lender) and any letters of credit provided by
                                  any Lender (or any affiliate of a Lender)
                                  outside of the Credit Facilities (subject, in
                                  the case of such letters of credit, to the
                                  limit referred to below) shall be secured by a
                                  perfected first priority security interest in
                                  all equity interests or intercompany
                                  obligations held by Holdings or any of its
                                  subsidiaries (limited to equity interests and
                                  intercompany obligations of the Borrower in
                                  the case of pledges made by Holdings and 66%
                                  of the equity interests of foreign
                                  subsidiaries).


V.     Certain Conditions

Initial Conditions:               The initial funding under the Credit
                                  Facilities shall be subject to the
                                  satisfaction of the following conditions (the
                                  date upon which such conditions are satisfied,
                                  the "Closing Date").

                                  (a) Each Loan Party shall have executed and
                                  delivered satisfactory definitive credit
                                  documentation (the "Credit Documentation").

                                  (b) The Acquisition shall have been
                                  consummated and the debt assumed or retained
                                  by Borrower and its subsidiaries in connection
                                  therewith shall not exceed an amount to be
                                  agreed upon.

                                  (c) The Lenders, the Administrative Agent and
                                  the Joint Lead Arrangers shall have received
                                  all fees required to be paid, and all expenses
                                  for which invoices have been presented, on or
                                  before the Closing Date.

                                  (d) All material governmental and third party
                                  approvals necessary in connection with the
                                  financing contemplated hereby shall have been
                                  obtained and be in full force and effect.

                                  (e) The Lenders shall have received (i) the
                                  unaudited financial statements of the Fanch
                                  Systems for the fiscal year ended December 31,
                                  1998 and the fiscal quarter ended June 30,
                                  1999 and (ii) all other available audited and
                                  unaudited financial statements for the
                                  entities holding assets included in the Fanch
                                  Systems for the most recent fiscal quarter or
                                  fiscal year, as the case may be, for which
                                  such financial statements are available.

                                  (f) The Lenders received shall have received
                                  satisfactory projections for the period from
                                  the Closing Date through the final maturity of
                                  the Term Loans.

                                  (g) All documents and instruments required to
                                  perfect the Administrative Agent's first
                                  priority security interest in the collateral
                                  under the Credit Facilities shall have been
                                  executed.

                                  (h) Holdings and its affiliates and
                                  subsidiaries shall not be subject to
<PAGE>   11
                                                                               6

                                  contractual or other restrictions of a
                                  material nature that would be violated by the
                                  financings contemplated hereby.

                                  (i) The Borrower shall have delivered such
                                  legal opinions, documents and other
                                  instruments as are customary for transactions
                                  of this type.

On-Going Conditions:              The making of each extension of credit shall
                                  be conditioned upon (a) the accuracy in all
                                  material respects of all representations and
                                  warranties in the documentation (the "Credit
                                  Documentation") with respect to the Credit
                                  Facilities (including, without limitation, the
                                  material adverse change and litigation
                                  representations) and (b) there being no
                                  default or event of default in existence at
                                  the time of, or after giving effect to the
                                  making of, such extension of credit. As used
                                  herein and in the Credit Documentation a
                                  "material adverse change" shall mean any
                                  event, development or circumstance that has
                                  had or could reasonably be expected to have a
                                  material adverse effect on (a) the business,
                                  operations, property or condition (financial
                                  or otherwise) of the Borrower and its
                                  subsidiaries taken as a whole or (b) the
                                  validity or enforceability of any material
                                  provision of the Credit Documentation or the
                                  rights and remedies of the Administrative
                                  Agent and the Lenders thereunder.


VI.   Certain Documentation       The Credit Documentation shall contain
      Matters                     representations, warranties, covenants and
                                  events of default customary for financings of
                                  this type and other terms deemed appropriate
                                  by the Lenders, including, without limitation:

Representations and Warranties:   Financial statements (including pro forma
                                  financial statements); absence of material
                                  undisclosed liabilities; no material adverse
                                  change; existence; material compliance with
                                  law; power and authority; enforceability of
                                  Credit Documentation; no conflict with law or
                                  material contractual obligations; no material
                                  litigation; no default; ownership of property;
                                  liens; intellectual property; taxes; Federal
                                  Reserve regulations; ERISA; Investment Company
                                  Act; subsidiaries; environmental matters;
                                  solvency; labor matters; year 2000 matters;
                                  accuracy of disclosure; and creation and
                                  perfection of security interests.

Affirmative Covenants:            Delivery of quarterly financial statements,
                                  reports, annual accountants' "no default"
                                  certificate, accountants' letters (if
                                  submitted), annual budget, officers'
                                  certificates and other information requested
                                  by the Lenders; payment of other obligations;
                                  continuation of business and maintenance of
                                  existence and material rights and privileges;
                                  compliance with laws and material contractual
                                  obligations; maintenance of property and
                                  insurance; maintenance of books and records;
                                  right of the Lenders to inspect property and
                                  books and records; notices of defaults,
                                  litigation and other material events; material
                                  compliance with environmental laws; further
                                  assurances (including, without limitation,
                                  with respect to security interests in
                                  after-acquired equity interests and
                                  intercompany obligations); and agreement to
                                  obtain interest rate protection to the extent
                                  necessary to provide that at least 50% of the
                                  principal amount of term indebtedness of
                                  Holdings and its subsidiaries is effectively
                                  subject to a fixed rate, on
<PAGE>   12
                                                                               7

                                  terms satisfactory to the Administrative
                                  Agent.

Financial Covenants:              Maximum ratio of debt to annualized Operating
                                  Cash Flow (the "Leverage Ratio"), with the
                                  initial level set at 6.95 to 1.0, subject to
                                  periodic stepdowns.

                                  Minimum ratio of Operating Cash Flow to cash
                                  interest expense (the "Interest Coverage
                                  Ratio"), with the initial level set at 1.50 to
                                  1.0, subject to periodic stepups.

                                  Minimum ratio of annualized Operating Cash
                                  Flow to pro forma debt service (the "Debt
                                  Service Coverage Ratio") of 1.25 to 1.0.

                                  As used herein, "Operating Cash Flow" refers
                                  to operating cash flow of the Borrower and its
                                  consolidated subsidiaries.

                                  For the purposes of the financial covenants,
                                  (i) all calculations will be made with respect
                                  to the Borrower and its consolidated
                                  subsidiaries, (ii) Operating Cash Flow for the
                                  purposes of the Interest Coverage Ratio shall
                                  be determined on a rolling four quarter basis,
                                  (iii) annualized Operating Cash Flow shall
                                  equal Operating Cash Flow for the most recent
                                  quarter multiplied by four, (iv) all
                                  determinations of Operating Cash Flow shall be
                                  made before giving effect to the payment of
                                  management fees, (v) cash interest expense
                                  shall be determined on a rolling four quarter
                                  basis, except that until four fiscal quarters
                                  have passed since the Closing Date, such
                                  amount shall be determined for the number of
                                  full fiscal quarters subsequent to the Closing
                                  Date and then annualized, (vi) pro forma debt
                                  service shall be determined on the basis of
                                  scheduled principal for the four-quarter
                                  period commencing after the last day of the
                                  most recent fiscal period and historical
                                  interest expense calculated in the manner
                                  described in clause (v) above and (vii)
                                  interest expense shall include distributions
                                  made by the Borrower used to pay debt service
                                  of any of its affiliates.

Negative Covenants:               Limitations on: (i) indebtedness; (ii) liens;
                                  (iii) guarantee obligations; (iv) mergers,
                                  consolidations, liquidations and dissolutions;
                                  (v) sales of assets; (vi) distributions and
                                  other payments in respect of equity interests;
                                  (vii) investments, loans and advances; (viii)
                                  optional payments and modifications of certain
                                  debt instruments; (ix) transactions with
                                  affiliates; (x) sale-leasebacks; (xi) changes
                                  in fiscal year; (xii) negative pledge clauses
                                  and clauses restricting subsidiary
                                  distributions; (xiii) changes in lines of
                                  business; (xiv) certain intercompany
                                  transactions (primarily relating to corporate
                                  separateness and tax sharing arrangements);
                                  and (xv) changes in passive holding company
                                  status of Holdings and the Borrower. Only
                                  those negative covenants described in clauses
                                  (i), (ii), (iii), (iv), (x), (xii), (xiv) and
                                  (xv) above will apply to Holdings.

                                  The negative covenants shall be subject to
                                  various exceptions, including the following:
<PAGE>   13
                                                                               8

                                  (a) The Borrower will be permitted to incur
                                  unsecured indebtedness having no scheduled
                                  amortization prior to the date that is one
                                  year after the final maturity of the Term
                                  Loans so long as (i) both before and after
                                  giving effect to the incurrence thereof, no
                                  default (including, on a pro forma basis,
                                  under the financial covenants) shall be in
                                  effect, (ii) both before and after giving
                                  effect to the incurrence thereof, the Interest
                                  Coverage Ratio is greater than 1.75 to 1.0,
                                  (iii) no subsidiary of the Borrower will be
                                  permitted to guarantee such indebtedness and
                                  (iv) the covenants and default provisions
                                  applicable to such indebtedness shall be no
                                  more restrictive than those applicable to the
                                  Credit Facilities.

                                  (b) The Borrower may issue subordinated notes
                                  to Paul G. Allen and his affiliates on terms
                                  customary for intercompany subordinated debt,
                                  for the purpose of financing acquisitions by
                                  the Borrower and its subsidiaries, and such
                                  notes may be prepaid with Loans or
                                  indebtedness of the type described in clause
                                  (a) above.

                                  (c) The Borrower and its subsidiaries may
                                  obtain letters of credit outside of the Credit
                                  Facilities (secured by the same collateral
                                  that secures the Credit Facilities) in an
                                  aggregate face amount of up to an amount to be
                                  agreed upon.

                                  (d) So long as no default shall be in
                                  existence or would result therefrom, the
                                  Borrower and its subsidiaries will be
                                  permitted to (i) consummate asset swaps for
                                  fair market value, so long as the assets
                                  received are held by the Borrower or any of
                                  its wholly owned subsidiaries, and (ii)
                                  consummate asset dispositions not exceeding,
                                  in the aggregate, 30% per annum of Operating
                                  Cash Flow during any one-year period or 50% of
                                  Operating Cash Flow during the term of the
                                  Credit Facilities. In addition, dispositions
                                  of assets acquired after the Closing Date
                                  shall be permitted, and shall be disregarded
                                  for the purposes of the limitations set forth
                                  in the preceding sentence, so long as (i) a
                                  definitive agreement to consummate such
                                  disposition is executed no later than twelve
                                  months after the relevant assets are acquired
                                  and (ii) such disposition is consummated
                                  within eighteen months after the relevant
                                  assets are acquired.

                                  (e) Cable systems may be contributed to joint
                                  ventures constituting "non-recourse"
                                  subsidiaries so long as (i) such disposition
                                  is permitted pursuant to clause (d) above,
                                  (ii) both before and after giving effect
                                  thereto, no default (including, on a pro forma
                                  basis, under the financial covenants) shall be
                                  in effect, (iii) after giving effect thereto,
                                  the Leverage Ratio shall be equal to or lower
                                  than the Leverage Ratio in effect immediately
                                  prior thereto, (iv) no operating cash flow or
                                  indebtedness of such joint venture shall be
                                  included for the purposes of calculating
                                  Operating Cash Flow or indebtedness of the
                                  Borrower and its subsidiaries and (v) the
                                  equity interest received in connection
                                  therewith shall be pledged as collateral.
                                  Non-recourse subsidiaries shall not be subject
                                  to the covenants contained in the Credit
                                  Documentation.

                                  (f) Up to $150,000,000 may be expended (with
                                  assumption of debt being included as an
                                  expenditure) in connection with acquisitions
                                  of
<PAGE>   14
                                                                               8

                                  cable systems (including through purchases of
                                  100% of the equity interests of any entity
                                  whose assets consist of cable systems), in
                                  each case subject to pro forma compliance with
                                  the financial covenants (provided that such
                                  limit will not apply if either (i) both before
                                  and after giving effect to an acquisition, the
                                  Interest Coverage Ratio is greater than 1.75
                                  to 1 or (ii) the relevant acquisition is
                                  financed with the proceeds of a capital
                                  contribution made directly or indirectly by
                                  Paul G. Allen).

                                  (g) So long as no default shall be in
                                  existence or would result therefrom, the
                                  Borrower may make distributions to any direct
                                  or indirect parent of the Borrower for the
                                  purpose of paying interest on any notes issued
                                  by such parent (to the extent required to be
                                  paid in cash) so long as (i) the net proceeds
                                  thereof were used by such parent to make
                                  investments in affiliates that operate
                                  businesses comparable to those in which the
                                  Borrower is engaged and (ii) after giving
                                  effect to any such dividend, the Interest
                                  Coverage Ratio is greater than 1.75 to 1.0
                                  (provided that this clause (ii) shall not be
                                  applicable if the proceeds of such notes were
                                  contributed to the Borrower).

                                  (h) So long as no default shall be in
                                  existence or would result therefrom, the
                                  Borrower may make distributions for any
                                  purpose so long as, after giving effect to any
                                  such dividend, the Leverage Ratio is less than
                                  4.0 to 1.0.

                                  (i) So long as no default shall be in
                                  existence or would result therefrom, the
                                  Borrower may pay, or may make distributions to
                                  Holdings to pay, up to 1.0% of the aggregate
                                  enterprise value of permitted Investments to
                                  certain affiliates.

                                  (j) So long as no default shall be in
                                  existence or would result therefrom, up to
                                  3.50% of annual revenues may be paid by the
                                  Borrower in respect of management fees. The
                                  Borrower may also pay any unused amounts in
                                  subsequent years, subject to specified
                                  limitations. The Borrower's obligation to pay
                                  such management fees shall be contractually
                                  subordinated to its obligation to repay the
                                  Loans.

                                  (k) Holdings shall be permitted to incur any
                                  indebtedness, so long as such indebtedness has
                                  no scheduled amortization prior to the date
                                  that is one year after the final maturity of
                                  the Credit Facilities.

Events of Default:                Nonpayment of principal when due; nonpayment
                                  of interest, fees or other amounts after a
                                  grace period to be agreed upon; material
                                  inaccuracy of representations and warranties;
                                  violation of covenants (subject, in the case
                                  of certain affirmative covenants, to a grace
                                  period to be agreed upon); cross-default to
                                  material indebtedness; bankruptcy events;
                                  certain ERISA events; termination or
                                  suspension of material licenses; material
                                  judgments; actual or asserted invalidity of
                                  any guarantee, security document or security
                                  interest; and a Change of Control. "Change of
                                  Control" shall be defined as (a) the failure
                                  of Paul G. Allen (including his estate, heirs
                                  and certain other related entities) to
                                  maintain a 51% voting and economic interest in
                                  the Borrower, provided that, after the
                                  consummation of an initial public offering,
                                  the economic
<PAGE>   15
                                                                              10

                                  interest percentage shall be reduced to 25%,
                                  (b) the failure of the Borrower to be an
                                  indirect subsidiary of Charter Communications
                                  Holding Company, LLC, (c) (i) the failure of
                                  the Borrower to be a direct wholly owned
                                  subsidiary of (x) Holdings, (y) a wholly owned
                                  subsidiary of Holdings or (z) a wholly owned
                                  subsidiary of a successor to Holdings or (ii)
                                  the failure of any such parent referred to in
                                  clause (i) above to execute and deliver a
                                  guaranty and equity pledge agreement securing
                                  the Credit Facilities within a time period to
                                  be agreed upon, or (d) a change of control as
                                  defined in the documentation governing any
                                  material indebtedness of Holdings, the
                                  Borrower or any of its subsidiaries.

Voting:                           Amendments and waivers with respect to the
                                  Credit Documentation shall require the
                                  approval of Lenders holding more than 50% of
                                  the aggregate amount of the Term Loans and
                                  Revolving Commitments (with each Lender and
                                  its related "approved funds," if any, voting
                                  as a single unit), except that (a) the consent
                                  of each Lender directly affected thereby shall
                                  be required with respect to (i) reductions in
                                  the amount or extensions of the scheduled date
                                  of amortization or maturity of any Loan, (ii)
                                  reductions in the rate of interest or any fee
                                  or extensions of any due date thereof and
                                  (iii) increases in the amount or extensions of
                                  the expiry date of any Lender's commitment and
                                  (b) the consent of 100% of the Lenders shall
                                  be required with respect to (i) modifications
                                  to any of the voting percentages and (ii)
                                  releases of material subsidiary Guarantors or
                                  all or substantially all of the collateral
                                  (other than pursuant to permitted asset
                                  dispositions).

Assignments and Participations:   The Lenders shall be permitted to assign and
                                  sell participations in their Loans and
                                  commitments, subject, in the case of
                                  assignments (other than to another Lender or
                                  to an affiliate of a Lender), to the consent
                                  of the Administrative Agent and the Borrower
                                  (which consent in each case shall not be
                                  unreasonably withheld). Non-pro rata
                                  assignments shall be permitted. In the case of
                                  partial assignments (other than to another
                                  Lender or to an affiliate of a Lender), unless
                                  otherwise agreed by the Borrower and the
                                  Administrative Agent, (i) the minimum
                                  assignment amount shall be $5,000,000 and (ii)
                                  the minimum amount retained by the assigning
                                  Lender shall be $3,000,000 (with the amounts
                                  described herein being aggregated in respect
                                  of each Lender and its related "approved
                                  funds," if any). Participants shall have the
                                  same benefits as the Lenders with respect to
                                  yield protection and increased cost
                                  provisions. Voting rights of participants
                                  shall be limited to those matters set forth in
                                  clause (a) under "Voting" with respect to
                                  which the affirmative vote of the Lender from
                                  which it purchased its participation would be
                                  required. Pledges of Loans in accordance with
                                  applicable law shall be permitted without
                                  restriction.


Yield Protection:                 The Credit Documentation shall contain
                                  customary provisions (a) protecting the
                                  Lenders against increased costs or loss of
                                  yield resulting from changes in reserve, tax,
                                  capital adequacy and other requirements of law
                                  and from the imposition of or changes in
                                  withholding or other taxes and (b)
                                  indemnifying the Lenders for "breakage costs"
                                  incurred in connection with, among other
                                  things, any prepayment of a Eurodollar
<PAGE>   16
                                                                              11

                                  Loan (as defined in Annex I) on a day other
                                  than the last day of an interest period with
                                  respect thereto.

Expenses and Indemnification:     The Borrower shall pay (a) all reasonable
                                  out-of-pocket expenses of the Administrative
                                  Agent and the Joint Lead Arrangers associated
                                  with the syndication of the Credit Facilities
                                  and the preparation, execution, delivery and
                                  administration of the Credit Documentation and
                                  any amendment or waiver with respect thereto
                                  (including the reasonable fees, disbursements
                                  and other charges of counsel to the
                                  Administrative Agent) and (b) all
                                  out-of-pocket expenses of the Administrative
                                  Agent and the Lenders (including the fees,
                                  disbursements and other charges of one firm of
                                  counsel to the Administrative Agent and one
                                  additional firm of counsel to the Lenders) in
                                  connection with the enforcement of the Credit
                                  Documentation.

                                  The Administrative Agent, the Joint Lead
                                  Arrangers and the Lenders (and their
                                  affiliates and their respective officers,
                                  directors, employees, advisors and agents)
                                  will have no liability for, and will be
                                  indemnified and held harmless against, any
                                  losses, claims, damages, liabilities or
                                  expenses incurred in respect of the financing
                                  contemplated hereby or the use or the proposed
                                  use of proceeds thereof, except to the extent
                                  they are found by a final, non-appealable
                                  judgment of a court to arise from the willful
                                  misconduct or gross negligence of the relevant
                                  indemnified person.

Governing Law and Forum:          State of New York.

Counsel to the Administrative     Simpson Thacher & Bartlett.
Agent and the Joint Lead
Arrangers:
<PAGE>   17
                                                           Annex I to Term Sheet

                            Interest and Certain Fees



Interest Rate Options:            The Borrower may elect that the Loans
                                  comprising each borrowing bear interest at a
                                  rate per annum equal to the ABR plus the
                                  Applicable Margin or the Eurodollar Rate plus
                                  the Applicable Margin, provided, that all
                                  Swingline Loans shall bear interest based upon
                                  the ABR.

                                  As used herein:

                                  "ABR" means the higher of (i) the rate of
                                  interest publicly announced by the
                                  Administrative Agent as its prime rate in
                                  effect (the "Prime Rate") and (ii) the federal
                                  funds effective rate from time to time plus
                                  0.5%.

                                  "Applicable Margin" means the rate determined
                                  pursuant to the pricing grid set forth below:

<TABLE>
<CAPTION>
                                                Applicable       Applicable
                                                  Margin           Margin          Applicable       Applicable
                           Leverage Ratio     for Eurodollar   for Eurodollar    Margin for ABR   Margin for ABR
                                               Loans - A/RC       Loans - B       Loans - A/RC       Loans - B
<S>                                           <C>               <C>              <C>              <C>
       greater than          6.75 to 1.0          2.25%             2.75%            1.25%            1.75%

       less than or equal to 6.75 to 1.0          2.00%             2.50%            1.00%            1.50%

       less than or equal to 6.25 to 1.0          1.75%             2.50%            0.75%            1.50%

       less than or equal to 6.00 to 1.0          1.50%             2.25%            0.50%            1.25%

       less than or equal to 5.50 to 1.0          1.25%             2.25%            0.25%            1.25%

       less than or equal to 5.00 to 1.0          1.00%             2.25%               0%            1.25%
</TABLE>




                                  "A/RC" refers to the Tranche A Term Loans and
                                  the Revolving Facility. "B" refers to the
                                  Tranche B Term Loans.

                                  With respect to the pricing grid, (i) pricing
                                  corresponding to a Leverage Ratio of less than
                                  or equal to 6.25 to 1.0 will not be available
                                  until the date (the "Adjustment Date") on
                                  which financial statements have been delivered
                                  in respect of one full fiscal quarter
                                  following the Closing Date and (ii) while an
                                  event of default is in existence, pricing
                                  shall revert to the highest grid rates.

                                  "Eurodollar Rate" means the rate (adjusted for
                                  statutory reserve requirements for
                                  eurocurrency liabilities) for eurodollar
                                  deposits for a period equal to one, two, three
                                  or six months (as selected by the Borrower)
                                  appearing on Page 3750 of the Dow Jones
                                  Markets screen.

Interest Payment Dates:           In the case of Loans bearing interest based
                                  upon the ABR ("ABR Loans"), quarterly in
                                  arrears.

                                  In the case of Loans bearing interest based
                                  upon the Eurodollar Rate ("Eurodollar Loans"),
                                  on the last day of each relevant interest
                                  period and, in the case of any interest period
                                  longer than three months, on each successive
                                  date three months after the first day of such
                                  interest period.
<PAGE>   18
                                                                               2

Commitment Fees:                  The Borrower shall pay a commitment fee
                                  calculated at the rate of 0.375% per annum on
                                  the average daily unused portion of the
                                  Revolving Facility, payable quarterly in
                                  arrears, provided that, from and after the
                                  Adjustment Date, such rate shall be reduced to
                                  0.250% per annum at any time when the Leverage
                                  Ratio is less than or equal to 6.00 to 1.0 (so
                                  long as no event of default is in existence).
                                  Swingline Loans shall, for purposes of the
                                  commitment fee calculations only, not be
                                  deemed to be a utilization of the Revolving
                                  Facility.

Letter of Credit Fees:            The Borrower shall pay a fee on all
                                  outstanding Letters of Credit at a per annum
                                  rate equal to the Applicable Margin then in
                                  effect with respect to Eurodollar Loans that
                                  are Revolving Loans on the face amount of each
                                  such Letter of Credit. Such fee shall be
                                  shared ratably among the Lenders participating
                                  in the Revolving Facility and shall be payable
                                  quarterly in arrears.

                                  A fronting fee equal to 0.25% per annum on the
                                  face amount of each Letter of Credit shall be
                                  payable quarterly in arrears to the relevant
                                  Issuing Lender for its own account. In
                                  addition, customary administrative, issuance,
                                  amendment, payment and negotiation charges
                                  shall be payable to the relevant Issuing
                                  Lender for its own account.

                                  The foregoing pricing provisions apply only to
                                  Letters of Credit issued under the Revolving
                                  Facility.

Default Rate:                     At any time when the Borrower is in default in
                                  the payment of any amount of principal due
                                  under the Credit Facilities, all outstanding
                                  Loans shall bear interest at 2% above the rate
                                  otherwise applicable thereto. Overdue
                                  interest, fees and other amounts shall bear
                                  interest at 2% above the rate applicable to
                                  the relevant ABR Loans.

Rate and Fee Basis:               All per annum rates shall be calculated on the
                                  basis of a year of 360 days (or 365/366 days,
                                  in the case of ABR Loans the interest rate
                                  payable on which is then based on the Prime
                                  Rate) for actual days elapsed.
