<PAGE>   1
                                                                   EXHIBIT 10.26

                                 LOAN AGREEMENT


                                      AMONG


                          CHARTER COMMUNICATIONS, L.P.,
                        CHARTER COMMUNICATIONS II, L.P.,
                      CHARTER COMMUNICATIONS III, L.P. and
                     PEACHTREE CABLE TV, INC., AS BORROWERS;


                           TD SECURITIES (USA), INC.,
                       PNC BANK, NATIONAL ASSOCIATION and
              CREDIT LYONNAIS NEW YORK BRANCH, AS ARRANGING AGENTS;


                       CREDIT LYONNAIS NEW YORK BRANCH and
              PNC BANK, NATIONAL ASSOCIATION AS SYNDICATION AGENTS;


                          THE LENDERS SIGNATORY HERETO;

                                       AND


                         TORONTO DOMINION (TEXAS), INC.,
                             AS ADMINISTRATIVE AGENT


                            Dated as of June 1, 1998


                     Powell, Goldstein, Frazer & Murphy LLP
                                Atlanta, Georgia



<PAGE>   2



                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                            Page
                                                                                            ----
<S>                                                                                         <C>                                   
ARTICLE 1 DEFINITIONS..........................................................................1

ARTICLE 2 LOANS...............................................................................20
 2.1    The Loans.............................................................................20
 2.2    Manner of Borrowing and Disbursement..................................................21
 2.3    Interest..............................................................................24
 2.4    Commitment Fees.......................................................................26
 2.5    Facility A Commitment Reduction.......................................................26
 2.6    Prepayment............................................................................28
 2.7    Repayment.............................................................................28
 2.8    Notes; Loan Accounts..................................................................31
 2.9    Manner of Payment.....................................................................32
 2.10   Reimbursement.........................................................................34
 2.11   Pro Rata Treatment....................................................................34
 2.12   Capital Adequacy......................................................................35

ARTICLE 3 CONDITIONS PRECEDENT................................................................36

 3.1    Conditions Precedent to Effectiveness.................................................36
 3.2    Conditions Precedent to Each Advance..................................................38

ARTICLE 4 REPRESENTATIONS AND WARRANTIES......................................................40

 4.1    Representations and Warranties........................................................40
 4.2    Survival of Representations and Warranties, etc.......................................46

ARTICLE 5 GENERAL COVENANTS...................................................................46

 5.1    Preservation of Existence and Similar Matters.........................................47
 5.2    Business; Compliance with Applicable Law..............................................47
 5.3    Maintenance of Properties.............................................................47
 5.4    Accounting Methods and Financial Records..............................................47
 5.5    Insurance.............................................................................47
 5.6    Payment of Taxes and Claims...........................................................48
 5.7    Visits and Inspections................................................................49
 5.8    Payment of Indebtedness; Loans........................................................49
 5.9    Use of Proceeds.......................................................................49
 5.10   Management Services...................................................................49
 5.11   Indemnity.............................................................................49
 5.12   Interest Rate Hedging.................................................................50
 5.13   Payment of Wages......................................................................50
 5.14   Covenants Regarding Formation of Subsidiaries and Acquisitions........................50
 5.15   Further Assurances....................................................................51
</TABLE>


                                     - ii -
<PAGE>   3

<TABLE>
<S><C>
 5.16   Year 2000 Compliance..................................................................52
 5.17   LaGrange Sale-Leaseback...............................................................52

ARTICLE 6 INFORMATION COVENANTS...............................................................52

 6.1    Quarterly Financial Statements and Information........................................52
 6.2    Annual Financial Statements and Information; Certificate of No Default................52
 6.3    Monthly Operating Reports.............................................................53
 6.4    Performance Certificates..............................................................53
 6.5    Copies of Other Reports...............................................................54
 6.6    Notice of Litigation and Other Matters................................................54

ARTICLE 7 NEGATIVE COVENANTS..................................................................56

  7.1   Indebtedness of the Borrower..........................................................56
  7.2   Limitation on Liens...................................................................57
  7.3   Amendment and Waiver..................................................................57
  7.4   Liquidation, Change in Ownership, Disposition or Acquisition of Assets................57
  7.5   Limitation on Guaranties..............................................................58
  7.6   Investments...........................................................................58
  7.7   Restricted Payments and Purchases.....................................................59
  7.8   Total Debt to Annualized Operating Cash Flow Ratio....................................60
  7.9   Annualized Operating Cash Flow to Fixed Charges Ratio.................................60
  7.10  Annualized Operating Cash Flow to Pro Forma Debt Service..............................60
  7.11  Affiliate Transactions................................................................61
  7.12  Real Estate...........................................................................61
  7.13  Limitation on Leases..................................................................61
  7.14  ERISA Liabilities.....................................................................62
  7.15  Capital Expenditures..................................................................62

ARTICLE 8 DEFAULT.............................................................................62

  8.1   Events of Default.....................................................................62
  8.2   Remedies..............................................................................66

ARTICLE 9 THE AGENTS..........................................................................67

 9.1    Appointment and Authorization.........................................................67
 9.2    Interest Holders......................................................................67
 9.3    Consultation with Counsel.............................................................68
 9.4    Documents.............................................................................68
 9.5    Administrative Agent and Affiliates...................................................68
 9.6    Responsibility of the Administrative Agent............................................68
 9.7    Collateral............................................................................68
 9.8    Action by Administrative Agent........................................................69
 9.9    Notice of Default or Event of Default.................................................69
 9.10   Responsibility Disclaimed.............................................................70
</TABLE>


                                     - iii -
<PAGE>   4

<TABLE>
<S><C>
 9.11   Indemnification.......................................................................70
 9.12   Credit Decision.......................................................................70
 9.13   Successor Agents......................................................................71
 9.14   Agent.................................................................................71

ARTICLE 10 CHANGE IN CIRCUMSTANCES AFFECTING LIBOR ADVANCES...................................72

 10.1   LIBOR Basis Determination Inadequate or Unfair........................................72
 10.2   Illegality............................................................................72
 10.3   Increased Costs.......................................................................73
 10.4   Effects on Other Advances.............................................................74
 10.5   Claims for Increased Costs and Taxes..................................................74
 10.6   No Obligation to Match Fund...........................................................74

ARTICLE 11 MISCELLANEOUS......................................................................75

 11.1   Notices...............................................................................75
 11.2   Expenses..............................................................................77
 11.3   Waivers...............................................................................77
 11.4   Set-Off...............................................................................78
 11.5   Assignment............................................................................78
 11.6   Accounting Principles.................................................................80
 11.7   Counterparts..........................................................................80
 11.8   Governing Law.........................................................................80
 11.9   Severability..........................................................................80
 11.10  Interest..............................................................................81
 11.11  Headings..............................................................................81
 11.12  Amendment and Waiver..................................................................81
 11.13  Entire Agreement......................................................................81
 11.14  Other Relationships...................................................................82
 11.15  Recourse to Limited Partners..........................................................82

ARTICLE 12 WAIVER OF JURY TRIAL...............................................................82

 12.1   Waiver of Jury Trial..................................................................82
</TABLE>


                                     - iv -
<PAGE>   5


                                    EXHIBITS

Exhibit A         -        Form of Assignment of General Partner Interests
Exhibit B         -        Form of Assignment of Limited Partner Interests
Exhibit C         -        Form of Certificate of Financial Condition
Exhibit D         -        Form of Stock Pledge Agreement
Exhibit E         -        Form of Co-Borrower Guaranty
Exhibit F         -        Form of Co-Borrower Security Agreement
Exhibit G         -        Form of Facility A Note
Exhibit H         -        Form of Facility B Note
Exhibit I         -        Form of Facility C Note
Exhibit J         -        Form of Request for Advance
Exhibit K         -        Form of Subordination of Management Fees Agreement
Exhibit L         -        Form of Subsidiary Guaranty
Exhibit M         -        Form of Subsidiary Pledge Agreement
Exhibit N         -        Form of Subsidiary Security Agreement
Exhibit O         -        Form of Borrower Loan Certificate
Exhibit P         -        Form of Limited Partner Loan Certificate
Exhibit Q         -        Form of Loan Certificate of CCP-III, Inc.
Exhibit R         -        Form of Monthly Operating Report
Exhibit S         -        Form of Assignment and Assumption Agreement


                                    SCHEDULES

Schedule 1                    -    Licenses
Schedule 2                    -    Pole Agreements
Schedule 4.1(c)               -    Subsidiaries
Schedule 4.1(f)               -    Competitors Overbuilding
Schedule 4.1(h)               -    Lien Search Results and Real Estate
Schedule 4.1(i)               -    Litigation
Schedule 4.1(r)               -    Agreements with Affiliates
Schedule 5.9                  -    Indebtedness for Money Borrowed Being 
                                   Refinanced
Schedule 11.1(a)              -    Lenders' Notice Addresses


                                     - v -
<PAGE>   6



         THIS LOAN AGREEMENT is made as of the 1st day of June, 1998, by and
among CHARTER COMMUNICATIONS, L.P., CHARTER COMMUNICATIONS II, L.P., CHARTER
COMMUNICATIONS III, L.P. and PEACHTREE CABLE TV, INC., as Borrowers, the
financial institutions defined as "Lenders" herein and whose names appear on the
signature pages hereof; the Arranging Agents (as defined herein) and TORONTO
DOMINION (TEXAS), INC., as Administrative Agent for itself and on behalf of the
Lenders.

                              W I T N E S S E T H:

         WHEREAS, the Borrowers have requested and the Lenders have severally
agreed, subject to the terms and conditions set forth herein, to make available
to the Borrowers on a joint and several basis, a revolving credit facility in
the amount of $290,000,000, a term credit facility in the amount of
$200,000,000, and a term credit facility in the amount of $150,000,000;

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by each of the parties hereto, the
parties hereby agree as follows:


                                    ARTICLE 1

                                   Definitions

         For the purposes of this Agreement:

         "Acquisition" shall mean (whether by purchase, lease, exchange,
issuance of stock or other equity or debt securities, merger, reorganization or
any other method) (i) any acquisition by any Borrower, or any Subsidiaries of
any Borrower, of any other Person, which Person shall then become consolidated
with any Borrower or any such Subsidiary in accordance with GAAP, (ii) any
acquisition by any Borrower or any Subsidiary of any Borrower of all or any
substantial part of the assets of any other Person, or (iii) any acquisition by
any Borrower or any Subsidiary of any Borrower of any material License or any
assets not in the ordinary course of business.

         "Administrative Agent" shall mean Toronto Dominion (Texas), Inc., a
Delaware corporation, acting as administrative agent for the Arranging Agents
and the Lenders.

         "Administrative Agent's Office" shall mean the office of the
Administrative Agent located at Toronto Dominion (Texas), Inc., 909 Fannin,
Suite 1700, Houston, Texas 77010, 


<PAGE>   7


or such other office as may be designated pursuant to the provisions of Section
11.1 of this Agreement.

         "Advance" or "Advances" shall mean amounts advanced by the Lenders to
the Borrower pursuant to Article 2 hereof on the occasion of any borrowing.

         "Affiliate" shall mean any Person directly or indirectly controlling,
controlled by, or under common control with, any Borrower or any General
Partner. For purposes of this definition, "control" when used with respect to
any Person includes, without limitation, the direct or indirect beneficial
ownership of more than five percent (5%) of the voting securities or voting
equity of such Person or the power to direct or cause the direction of the
management and policies of such Person, whether by contract or otherwise, and
"controlling" and "controlled" shall have the meanings correlative thereto.

         "Agreement" shall mean this Agreement.

         "Agreement Date" shall mean the date as of which this Agreement is 
dated.

         "Annualized Operating Cash Flow" shall mean an amount equal to
Operating Cash Flow of the Borrowers for the applicable three calendar month
period, times four (4).

         "Applicable Law" shall mean, in respect of any Person, all provisions
of constitutions, statutes, rules, regulations and orders of governmental bodies
or regulatory agencies applicable to such Person, including, without limiting
the foregoing, the Licenses, the Federal Communications Act of 1934 and Title 47
of the United States Code, and all orders and decrees of all courts and
arbitrators in proceedings or actions to which the Person in question is a party
or by which it is bound.

         "Applicable Margin" shall mean the interest rate margin applicable to
Base Rate Advances and LIBOR Advances, as the case may be, in each case
determined in accordance with Section 2.3(f) hereof.

         "Arranging Agents" shall mean TD Securities (USA), Inc., PNC Bank,
National Association, and Credit Lyonnais New York Branch; and "Arranging Agent"
shall mean any one of the foregoing Arranging Agents.

         "Assignment of General Partner Interests" shall mean that certain
Assignment of General Partner Interests dated as of the Agreement Date, by and
among each General Partner, and the Administrative Agent, substantially in the
form of Exhibit A attached hereto, whereby, among other things, each General
Partner assigns to the Administrative Agent, for itself and on behalf of the
Lenders, all of their respective general partner interests in the Borrowers, as
Collateral for the Obligations.


                                     - 2 -
<PAGE>   8


         "Assignment of Limited Partner Interests" shall mean that certain
Assignment of Limited Partner Interests dated as of the Agreement Date, by and
among each Limited Partner and the Administrative Agent, substantially in the
form of Exhibit B attached hereto, whereby, among other things, each Limited
Partner assigns to the Administrative Agent, for itself and on behalf of the
Lenders, all of its limited partner interests in the Borrowers, as Collateral
for the Obligations.

         "Authorized Officer" shall mean any officer of any Borrower, or of any
General Partner of a Borrower that is a limited partnership, holding the office
of Vice President or above.

         "Authorized Signatory" shall mean such senior personnel of each
Borrower as may be duly authorized and designated in writing by such Borrower to
execute documents, agreements and instruments on behalf of such Borrower.

         "Base Rate" shall mean, at any time, the greater of (a) the rate of
interest adopted by The Toronto-Dominion Bank, as its reference rate for the
determination of interest rates for loans of varying maturities in United States
dollars to United States residents of varying degrees of creditworthiness and
being quoted at such time by The Toronto-Dominion Bank as its "prime rate," and
(b) the Federal Funds Rate, plus one-half of one percent (1/2%). The Base Rate
is not necessarily the lowest rate of interest charged to borrowers of The
Toronto-Dominion Bank.

         "Base Rate Advance" shall mean an Advance which any Borrower requests
to be made as a Base Rate Advance or is reborrowed as a Base Rate Advance in
accordance with the provisions of Section 2.2 hereof, and which shall be in a
principal amount of at least $500,000 and in an integral multiple of $100,000;
provided, however, that a Base Rate Advance may be in an amount equal to the
unused amount of the Commitment.

         "Base Rate Basis" shall mean a simple interest rate equal to the Base
Rate, plus the Applicable Margin. The Base Rate Basis shall be adjusted
automatically as of the opening of business on the effective date of each change
in the Base Rate and the Applicable Margin to account for such changes.

         "Basic Subscriber" shall mean a dwelling unit, including an apartment
which is separately billed for cable television services within an apartment
building, in respect of which any Borrower has in effect an agreement to provide
one or more of the basic cable television subscription services offered by such
Borrower and for which such Borrower has received at least one (1) full month's
payment at the rate customarily charged by such Person within the applicable
franchise area, except for those dwelling units for which payment is more than
sixty (60) days past due, or for which notices of termination of service have
been 


                                     - 3 -
<PAGE>   9


sent by such Borrower or by the customer. As to bulk subscribers, such as
hotels, motels, and apartments, billed on a bulk basis, the number of Basic
Subscribers for any Borrower shall be computed by dividing the monthly basic
cable revenues received by such Borrower from any such bulk subscribers by the
average monthly subscription price received by such Borrower from other Basic
Subscribers within the portion of the System serving such bulk subscriber.

         "Borrower Agent" shall mean Charter-II LP in its capacity as Borrower
Agent for the Borrowers hereunder. Each Borrower hereby irrevocably appoints
Charter-II LP as its Borrower Agent for all purposes hereunder.

         "Borrowers" shall mean collectively, Charter LP, Charter-II LP,
Charter-III LP, and PCTV; and "Borrower" shall mean any one of the foregoing
Borrowers.

         "Business Day" shall mean a day on which banks and foreign exchange
markets are open for the transaction of business required for this Agreement in
London, England, St. Louis, Missouri, Houston, Texas and New York, New York, as
relevant to the determination to be made or the action to be taken.

         "Capital Expenditures" shall mean, in respect of any Person,
expenditures for the purchase or construction of fixed assets, plant and
equipment which are capitalized in accordance with GAAP.

         "Capitalized Lease Obligation" shall mean that portion of any
obligation of a Person as lessee under a lease which at the time would be
required to be capitalized on the balance sheet of such lessee in accordance
with GAAP.

         "CCI" shall mean Charter Communications, Inc., a Delaware corporation.

         "Certificate of Financial Condition" shall mean a certificate of
financial condition of the Borrowers substantially in the form of Exhibit C
attached hereto, and signed by an Authorized Signatory of the Borrowers.

         "Change of Control" shall mean that neither Jerald L. Kent nor Barry L.
Babcock shall be actively involved in the management of the business of the
Borrowers, or that both Jerald L. Kent and Barry L. Babcock shall sell or assign
(other than by way of a transfer for estate planning purposes) more than fifty
percent (50%) of their ultimate beneficial ownership interest in the Borrowers;
provided, however, that in the event of the death, disability or legal
incapacity of both Jerald L. Kent and Barry L. Babcock, no "Change of Control"
shall occur unless within one hundred eighty (180) days of such transfer the
Borrowers shall have failed to provide the Lenders with a written proposal
regarding the ongoing management of the Borrowers, including a list of the names
of individuals proposed 


                                     - 4 -
<PAGE>   10


to be engaged in the senior management thereof, all in form and substance
reasonably satisfactory to the Majority Lenders; and provided further, however,
that Howard L. Wood shall be deemed under any circumstances to be a suitable
individual to be engaged in the senior management of the Borrowers.

         "CharterComm" shall mean CharterComm Holdings, L.P., a Delaware limited
partnership.

         "Charter LP" shall mean Charter Communications, L.P., a Delaware
limited partnership.

         "Charter-II LP" shall mean Charter Communications II, L.P., a Delaware
limited partnership.

         "Charter-III LP" shall mean Charter Communications III, L.P., a
Delaware limited partnership.

         "Charter - III LP Pledge Agreement" shall mean that certain Charter -
III LP Pledge Agreement dated as of the even date herewith made by Charter - III
LP in favor of the Administrative Agent, for itself and on behalf of the
Lenders, substantially in the form of Exhibit D attached hereto.

         "Charter Communications Group" shall mean Charter Communications Group,
a Missouri general partnership.

         "Charter Holdings" shall mean Charter Communications Southeast
Holdings, L.P., a Delaware limited partnership.

         "Charter Holdings Debentures" shall mean those certain Senior Secured
Discount Debentures due 2007 issued jointly by Charter Holdings and Charter
Communications Holdings Capital Corporation, a Delaware corporation, on March
15, 1996.

         "Co-Borrower Guarantees" shall mean that certain Co-Borrower Guaranty
dated as of the even date herewith, in favor of the Administrative Agent, for
itself and on behalf of the Lenders, given by each of (a) Charter LP, (b)
Charter - II LP, (c) Charter - III LP and (d) PCTV, substantially in the form of
Exhibit E attached hereto.

         "Co-Borrower Security Agreement" shall mean that certain Co-Borrower
Security Agreement dated as of the even date herewith, by and among each of the
Borrowers and the Administrative Agent, for itself and on behalf of the Lenders,
substantially in the form of Exhibit F attached hereto.



                                     - 5 -
<PAGE>   11


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

         "Collateral" shall mean any property of any kind constituting
collateral for the Obligations under this Agreement or any of the Security
Documents.

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

         "Commitment" shall mean, collectively, the Facility A Commitment, the
Facility B Commitment and the Facility C Commitment.

         "Commitment Ratios" shall mean the percentages in which the Lenders are
severally bound to make Advances to the Borrowers under the Facility A
Commitment, the Facility B Commitment and the Facility C Commitment, as set
forth below (together with dollar amounts) as of the date of this Agreement:

<TABLE>
<CAPTION>                         Revolver                             Term                                    Term
                       ------------------------------      ------------------------------        ----------------------------------
                                        Dollar amount                       Dollar amount
                       Facility A            of             Facility B           of               Facility C       Dollar amount of
                       Commitment        Facility A         Commitment       Facility B           Commitment          Facility C
    Lenders               Ratio          Commitment            Ratio         Commitment              Ratio            Commitment
    -------               -----          ----------            -----         ----------              -----            ----------
<S>                  <C>              <C>                 <C>              <C>                 <C>                 <C>           
Toronto Dominion
(Texas) Inc.         33.333333333%    $ 96,666,666.67     33.333333333%    $ 66,666,666.67      33.333333333%      $ 50,000,000.00

PNC Bank, National
Association          33.333333333%    $ 96,666,666.67     33.333333333%    $ 66,666,666.67      33.333333333%      $ 50,000,000.00

Credit Lyonnais
New York Branch      33.333333333%    $ 96,666,666.66     33.333333333%    $ 66,666,666.66      33.333333333%      $ 50,000,000.00
                     -------------    ---------------     -------------    ---------------      -------------      ---------------
Total                    100.0%       $290,000,000.00         100.0%       $200,000,000.00          100.0%         $150,000,000.00
-----                    ======       ===============         ======       ===============          ======         ===============
</TABLE>

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

         "Default" shall mean any Event of Default, and any of the events
specified in Section 8.1 hereof regardless of whether there shall have occurred
any passage of time or giving of notice or both that would be necessary for such
event to be an Event of Default.

         "Default Rate" shall mean a simple per annum interest rate equal to the
Base Rate Basis (calculated using the otherwise applicable Applicable Margin for
Base Rate Advances as set forth in Section 2.3(f) hereof), plus two percent
(2%).

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as in effect on the Agreement Date and as amended thereafter from time to time.


                                     - 6 -

<PAGE>   12

         "Event of Default" shall mean any of the events specified in Section
8.1 hereof, provided that any requirement for notice or lapse of time has been
satisfied.

         "Facility A Commitment" shall mean the several obligations of the
Lenders to advance the aggregate sum of up to $290,000,000 (as the same may be
reduced from time to time in accordance with the terms hereof) to the Borrowers
in accordance with their respective Commitment Ratios and on the terms and
conditions herein.

         "Facility A Loans" shall mean, collectively, the amounts advanced by
the Lenders holding a Facility A Commitment to the Borrowers under the Facility
A Commitment and which are evidenced by the Facility A Notes.

         "Facility A Maturity Date" shall mean June 30, 2007, or such earlier
date as payment of the Facility A Loans shall be due (whether by acceleration or
otherwise); provided, however, that in the event that on or prior to March 15,
2005, Southeast and Charter Holdings have not entered into definitive agreements
reasonably satisfactory to the Majority Lenders to refinance all outstanding
obligations under the Southeast Notes and the Charter Holdings Debentures , the
Facility A Maturity Date shall be March 15, 2005.

         "Facility A Notes" shall mean those certain reducing revolving
promissory notes in the aggregate principal amount of $290,000,000, one such
note issued to each of the Lenders holding a Facility A Commitment, on a joint
and several basis by the Borrowers, each one substantially in the form of
Exhibit G attached hereto, and any extensions, renewals, amendments or
substitutions to any of the foregoing.

         "Facility B Commitment" shall mean the obligation of the Lenders
holding a Facility B Commitment to advance to the Borrowers on the Agreement
Date $200,000,000, in accordance with their respective Facility B Commitment
Ratios pursuant to the terms hereof.

         "Facility B Loans" shall mean, collectively, the amounts advanced by
the Lenders holding a Facility B Commitment to the Borrowers under the Facility
B Commitment and which are evidenced by the Facility B Notes.

         "Facility B Maturity Date" shall mean June 30, 2007, or such earlier
date as payment of the Facility B Loans shall be due (whether by acceleration or
otherwise); provided, however, that in the event that on or prior to March 15,
2005, Southeast and Charter Holdings have not entered into definitive agreements
reasonably satisfactory to the Majority Lenders to refinance all outstanding
obligations under the Southeast Notes and the Charter Holdings Debentures, the
Facility B Maturity Date shall be March 15, 2005.



                                     - 7 -
<PAGE>   13


         "Facility B Notes" shall mean those certain term promissory notes in
the aggregate principal amount of $200,000,000, one such note issued to each of
the Lenders holding a Facility C Commitment on a joint and several basis by the
Borrowers, each one substantially in the form of Exhibit H attached hereto, and
any extensions, renewals, amendments or substitutions to any of the foregoing.

         "Facility C Commitment" shall mean the obligation of the Lenders
holding a Facility C Commitment to advance to the Borrowers on the Agreement
Date $150,000,000, in accordance with their respective Commitment Ratios
pursuant to the terms hereof.

         "Facility C Loans" shall mean, collectively, the amounts advanced by
the Lenders holding a Facility C Commitment to the Borrowers under the Facility
C Commitment and which are evidenced by the Facility C Notes.

         "Facility C Maturity Date" shall mean December 31, 2007, or such
earlier date as payment of the Facility C Loans shall be due (whether by
acceleration or otherwise); provided, however, that in the event that on or
prior to March 15, 2005, Southeast and Charter Holdings have not entered into a
definitive agreement reasonably satisfactory to the Majority Lenders to
refinance all outstanding obligations under the Southeast Notes and the Charter
Holdings Debentures, the Facility C Maturity Date shall be March 15, 2005.

         "Facility C Notes" shall mean those certain term promissory notes in
the aggregate principal amount of $150,000,000, one such note issued to each of
the Lenders holding a Facility C Commitment, on a joint and several basis by the
Borrowers, each one substantially in the form of Exhibit I attached hereto, and
any extensions, renewals, amendments or substitutions to any of the foregoing.

         "Federal Funds Rate" shall mean, as of any date, the weighted average
of the rates on overnight federal funds transactions with the 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 the Administrative Agent from three (3) federal
funds brokers of recognized standing selected by the Administrative Agent.

         "Fixed Charges" shall mean, with respect to the Borrowers on a combined
and combining basis, as of any date, the sum of (a) Interest Expense for such
period, (b) Capital Expenditures made during such period, (c) scheduled payments
of principal made on its Indebtedness for Money Borrowed for such period to the
extent paid, (d) income taxes paid during such period, (e) management fees paid
to the Managers during such period, and (f) Restricted Payments made during such
period.

                                     - 8 -

<PAGE>   14

         "GAAP" shall mean, as in effect from time to time, generally accepted
accounting principles in the United States, consistently applied.

         "General Partners" shall mean (a) CCP One, Inc., a Delaware
corporation, (b) CCP II, Inc., a Delaware corporation, and (c) CCP III, Inc., a
Delaware corporation; and "General Partner" shall mean any one of the foregoing
General Partners.

         "Guaranty" or "Guaranteed," as applied to an obligation, shall mean and
include (a) a guaranty, direct or indirect, in any manner, of any part or all of
such obligation or (b) any other agreement, direct or indirect, contingent or
otherwise, the practical effect of which is to assure in any way the payment or
performance (or payment of damages in the event of non-performance) of any part
or all of such obligation, including, without limiting the foregoing, any
reimbursement obligations as to amounts drawn down by beneficiaries of
outstanding letters of credit.

         "Indebtedness" shall mean, with respect to any Person, without
duplication, (a) all items which in accordance with GAAP would be included in
determining total liabilities as shown on the liability side of a balance sheet
of such Person, except (i) accounts payable which by their terms are less than
sixty (60) days past due, (ii) items of partners' equity or capital stock or
surplus or (iii) items of general contingency or deferred tax reserves, (b) all
direct or indirect obligations secured by any Lien to which any property or
asset owned by such Person is subject, whether or not the obligation secured
thereby shall have been assumed, (c) all Capitalized Lease Obligations of such
Person and all obligations of such Person with respect to leases constituting
part of a sale and lease-back arrangement, (d) all reimbursement obligations
with respect to outstanding letters of credit, and (e) all obligations of such
Person under Interest Hedge Agreements.

         "Indebtedness for Money Borrowed" shall mean, with respect to any
Person, money borrowed and Indebtedness represented by notes payable and drafts
accepted representing extensions of credit, all obligations evidenced by bonds,
debentures, notes or other similar instruments, all Indebtedness upon which
interest charges are customarily paid, and all Indebtedness issued or assumed as
full or partial payment for property or services, whether or not any such notes,
drafts, obligations or Indebtedness represent Indebtedness for money borrowed.
For purposes of this definition, interest which is accrued but not paid on the
original due date for such interest shall be deemed Indebtedness for Money
Borrowed. Where obligations are evidenced by bonds, debentures, notes or other
similar instruments whose face amount exceeds the amount received by the
Borrowers, on a combined basis, and on a consolidated basis with respect to each
Borrower and its respective Subsidiaries, with respect thereto, only the amount
received, plus debt discount amortized as of the calculation date need be taken
into account as Indebtedness for Money Borrowed.




                                     - 9 -



<PAGE>   15


         "Interest Expense" shall mean, for any period, the aggregate amount of
all interest expense in respect of Indebtedness for Money Borrowed and the
portion of payments under Capitalized Lease Obligations which constitutes
imputed interest, in each case, of the Borrowers and their Subsidiaries during
such period as determined in accordance with GAAP.

         "Interest Hedge Agreement" shall mean the obligations of any Person
pursuant to any arrangement with any other Person whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest on
a stated notional amount in exchange for periodic payments made by such Person
calculated by applying a fixed or a floating rate of interest on the same
notional amount and shall include, without limitation, interest rate swaps,
caps, floors, collars and similar agreements.

         "Interest Period" shall mean, (a) in connection with any Base Rate
Advance, the period beginning on the date of such Advance is made and ending on
the last day of the calendar quarter in which such Advance is made; provided,
however, that if a Base Rate Advance is made on the last day of any such
quarter, it shall have an Interest Period ending on, and its Payment Date shall
be, the last day of the following such quarter; and (b) in connection with any
LIBOR Advance, the term of such Advance selected by the Borrower or otherwise
determined in accordance with this Agreement. Notwithstanding the foregoing,
however, with respect to LIBOR Advances only, (i) any Interest Period which
would otherwise end on a day which is not a Business Day shall be extended to
the next succeeding Business Day unless such Business Day falls in another
calendar month, in which case such Interest Period shall end on the next
preceding Business Day, (ii) any Interest Period which begins on a day for which
there is no numerically corresponding day in the calendar month during which
such Interest Period is to end shall (subject to clause (i) above) end on the
last day of such calendar month, and (iii) no Interest Period shall extend
beyond the Maturity Date or such earlier date as would cause the Borrower to
incur reimbursement obligations under Section 2.10 hereof in light of the
Borrowers' scheduled repayment obligations under Section 2.7 hereof. Interest
shall be due and payable with respect to any Advance as provided in Section 2.3
hereof.

         "Interest Rate Basis" shall mean the Base Rate Basis or the LIBOR
Basis, as appropriate.

         "Investment" shall mean any investment or loan by any of the Borrowers
or any of their Subsidiaries in or to any Person which Person after giving
effect to such investment or loan, is not consolidated with such Borrower and
the Subsidiaries in accordance with GAAP.

         "LaGrange Sale-Leaseback" shall mean the transaction between Charter,
LP and the LaGrange Development Authority of the City of LaGrange, Georgia (the
"City") pursuant to 



                                     - 10 -
<PAGE>   16


which the City will purchase the cable television distribution plant, headend
and real property inside the City of LaGrange from Charter, LP, and Charter, LP
will enter into a long-term capital lease agreement with the LaGrange
Development Authority for the use of certain spectrum provided by the cable
television plant, headend and real property.

         "Lenders" shall mean those financial institutions whose names are set
forth on the signature pages hereof as "Lenders" and any other Persons which
hereafter become parties as Lenders hereto pursuant to and in accordance with
Section 11.5 hereof; and "Lender" shall mean any one of the foregoing Lenders.

         "LIBOR" shall mean, for any Interest Period, the interest rate per
annum equal to the offered rate for deposits in United States Dollars for an
amount approximately equal to the principal amount of, and for a length of time
approximately equal to the Interest Period for, the LIBOR Advance sought by the
Borrowers, which rate appears on the Reuter's Screen LIBO Page (or such other
page as may replace that page in that service) at approximately 11:00 a.m.
(London time) two (2) Business Days before the first day of such Interest
Period; provided, that (i) if more than one such offered rate appears on the
Reuter's Screen, LIBOR shall be the arithmetic average (rounded upward to the
nearest one-one hundredth (1/100) of one percent (1%)) of such offered rates, or
(ii) if the Reuter's Screen is not available, LIBOR shall be the average offered
to the Administrative Agent (or an affiliate thereof) by two (2) leading banks
(rounded upward to the nearest one-one hundredth (1/100) of one percent (1%)) of
the interest rates per annum at which deposits in United States Dollars for such
Interest Period are offered to the Administrative Agent in the London eurodollar
interbank borrowing market at approximately 11:00 a.m. (London time) two (2)
Business Days before the first day of such Interest Period, in an amount
approximately equal to the principal amount of, and for a length of time
approximately equal to the Interest Period for, the LIBOR Advance sought by the
Borrowers.

         "LIBOR Advance" shall mean an Advance which any Borrower requests to be
made as a LIBOR Advance or which is reborrowed as a LIBOR Advance, in accordance
with the provisions of Section 2.2 hereof, and which shall be in a principal
amount of at least $500,000 and in an integral multiple of $100,000.

         "LIBOR Basis" shall mean a simple per annum interest rate equal to the
sum of (a) the quotient of (i) LIBOR divided by (ii) one minus the LIBOR Reserve
Percentage, stated as a decimal, plus (b) the Applicable Margin. The LIBOR Basis
shall apply to Interest Periods of one (1), two (2), three (3), six (6), nine
(9) and, subject to availability as determined by the Administrative Agent,
twelve (12) months and, once determined, shall remain unchanged during the
applicable Interest Period, except for changes to reflect adjustments in the
LIBOR Reserve Percentage and the Applicable Margin.




                                     - 11 -
<PAGE>   17

         "LIBOR Reserve Percentage" shall mean the percentage which is in effect
from time to time under Regulation D of the Board of Governors of the Federal
Reserve System, as such regulation may be amended from time to time, as the
maximum reserve requirement applicable with respect to Eurocurrency Liabilities
(as that term is defined in Regulation D), whether or not any Lender has any
Eurocurrency Liabilities subject to such reserve requirement at that time. The
LIBOR Basis for any LIBOR Advance shall be adjusted as of the effective date of
any change in the LIBOR Reserve Percentage.

         "Licenses" shall mean any rights, whether based upon any agreement,
statute, ordinance or otherwise, granted by any governmental authority to any
Borrower to own and operate cable television systems, described as of the
Agreement Date on Schedule 1 attached hereto, and any other such rights
subsequently obtained by any Borrower or any of their respective Subsidiaries,
together with any amendment, modification or replacement with respect thereto.

         "Lien" shall mean, with respect to any property, any mortgage, lien,
pledge, assignment, charge, security interest, title retention agreement, levy,
execution, seizure, attachment, garnishment or other encumbrance of any kind in
respect of such property, whether or not choate, vested or perfected.

         "Limited Partners" shall mean (a) Southeast and (b) Charter-II LP; and
"Limited Partner" shall mean either of the foregoing Limited Partners.

         "Loans" shall mean, collectively, the Facility A Loans, the Facility B
Loans and the Facility C Loans; and "Loan" shall mean any one of the foregoing
Loans.

         "Loan Documents" shall mean, without limitation, this Agreement, the
Notes, the Security Documents, all Requests for Advances, all Interest Hedge
Agreements and reimbursement agreements with respect to letters of credit
permitted under Section 7.1(g) hereof which are issued by a Lender, and all
other documents and agreements executed or delivered in connection with or
contemplated by this Agreement.

         "Majority Lenders" shall mean, at any time, (a) if there are no Loans
outstanding, Lenders the total of whose Commitment Ratios equals or exceeds
fifty-one percent (51%) of the aggregate amount of the Commitment Ratios of all
Lenders under the Facility A Commitment, the Facility B Commitment and the
Facility C Commitment, or (b) if there are Loans outstanding, Lenders the total
of whose Loans outstanding equals or exceeds fifty-one percent (51%) of the
total principal amount of the Loans outstanding hereunder.

         "Management Agreements" shall mean collectively, (i) that certain
Management Agreement among CCI and Charter Holdings, whereby CCI agrees to serve
as a manager for, and provide management services to, the Systems owned by the
Borrowers and their 



                                     - 12 -
<PAGE>   18


Subsidiaries, with such services to include advice regarding the business,
properties and activities of the cable television systems; (ii) at certain
Management Agreement between Charter Holdings and Southeast; (iii) that certain
Management Agreement between Southeast and Charter-III, LP (also covering
Charter-II, LP and PCTV); and (iv) that certain Management Agreement between
Southeast and Charter, LP, in each case as amended from time to time.

         "Managers" shall mean, collectively, CCI, Charter Holdings and
Southeast.

         "Materially Adverse Effect" shall mean any materially adverse effect
upon the business, assets, liabilities, financial condition, results of
operations or business prospects of the Borrowers, on a combined basis, or upon
the ability of the Borrowers and their Subsidiaries to construct, operate and
maintain the System, taken as a whole, or to ensure performance under the
Licenses, taken as a whole, this Agreement or any other Loan Document by the
Borrowers resulting from any act, omission, situation, status, event or
undertaking, either singly or taken together.

         "Multiemployer Plan" shall have the meaning set forth in Section
4001(a)(3) of ERISA.

         "Necessary Authorizations" shall mean all material approvals and
licenses from, and all material filings and registrations with, any governmental
or other regulatory authority, including, without limiting the foregoing, the
Licenses and all material approvals, licenses, filings and registrations under
the Federal Communications Act of 1934, necessary in order to enable the
Borrowers and their Subsidiaries to acquire, construct, maintain and operate the
System.

         "Net Income" shall mean, as applied to any Person for any fiscal
period, the aggregate amount of net income (or net loss) of such Person, after
taxes, for such period as determined in accordance with GAAP.

         "Net Proceeds" shall mean, with respect to any sale, lease, transfer,
or other disposition of the assets of any Borrower or any Subsidiary of any
Borrower, the gross sales price for the assets being sold (including, without
limitation, any payments received for non-competition covenants), net of (a)
amounts reserved, if any, for taxes payable with respect to the sale, (b)
reasonable and customary transaction costs payable by the Borrowers and their
Subsidiaries, (c) contingencies with respect to such sale appropriately reserved
for by the Borrowers and their Subsidiaries, and (d) until actually received by
the Borrowers and their Subsidiaries, any portion of the sales price held in
escrow or paid in installments.

         "Notes" shall mean, collectively, the Facility A Notes, the Facility B
Notes and the Facility C Notes; and "Note" shall mean any one of the foregoing
Notes.



                                     - 13 -
<PAGE>   19


         "Obligations" shall mean (a) all payment and performance obligations of
the Borrowers and their Subsidiaries to the Lenders and the Administrative Agent
under this Agreement and the other Loan Documents, as they may be amended from
time to time, or as a result of making the Loans, (b) all payment and
performance obligations of all obligors (other than the Borrowers and their
Subsidiaries) to the Lenders and the Administrative Agent under the Loan
Documents, as they may be amended from time to time, and (c) the obligation to
pay an amount equal to the amount of any and all damage which the Lenders and
the Administrative Agent may suffer by reason of a breach by any Borrower, any
Subsidiary of any Borrower, or any other obligor of any obligation, covenant or
undertaking with respect to this Agreement or any other Loan Document.

         "Operating Cash Flow" shall mean, with respect to the Borrowers, on a
combined and combining basis, without duplication, as of any date the difference
between (a) the sum of (i) the Net Income for the most recently completed
calendar quarter, and (ii) to the extent included in Net Income (A) Interest
Expense, (B) depreciation, (C) amortization, (D) management fees, (E) taxes and
(F) other non-cash items, in each case, for the most recently completed calendar
quarter, minus (b) extraordinary income (or loss) for the most recently
completed calendar quarter, including gain or loss of assets, all as determined
in accordance with GAAP. In the case of an Acquisition or disposition permitted
hereunder, Operating Cash Flow of the Borrowers and their Subsidiaries for the
applicable test period during which such Acquisition or disposition occurs shall
be adjusted (A) to give effect to such Acquisition or disposition, as if such
Acquisition or disposition had occurred on the first day of such test period, by
excluding the Operating Cash Flow of such Acquisition or disposition during such
test period prior to the date of such Acquisition or disposition and adding to
the Operating Cash Flow of the Borrowers, if positive, or subtracting from such
Operating Cash Flow, if negative, the product of (i) the actual Operating Cash
Flow of such Acquisition or disposition for that portion of such test period
from the date of such Acquisition or disposition to the last day of such period,
multiplied by (ii) a fraction the numerator of which is the number of calendar
days in such test period and the denominator of which is the number of days in
such test period from and including the date of such Acquisition or disposition
through the last day of such test period, and (B) by adding to the Operating
Cash Flow of the Borrowers such expenses incurred by the Borrowers and their
Subsidiaries as the Arranging Agents may agree relate to such Acquisition or
disposition. For purposes of calculating Operating Cash Flow in connection with
an Advance for any such Acquisition or disposition, Operating Cash Flow for the
Borrowers and their Subsidiaries as of the last day of the immediately preceding
calendar quarter shall include Operating Cash Flow for the Acquisition for the
same period.

         "Partners" shall mean collectively, the General Partners and the
Limited Partners of the Borrowers.


                                     - 14 -
<PAGE>   20


         "Partnership Agreement" shall mean (a) with respect to Charter LP, that
certain Amended and Restated Limited Partnership Agreement dated as of March 28,
1996, as the same may be amended from time to time, (b) with respect to
Charter-II LP, that certain Amended and Restated Limited Partnership Agreement
dated as of March 28, 1996 and (c) with respect to Charter-III LP, that certain
Amended and Restated Limited Partnership Agreement dated as of March 28, 1996.

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

         "PCTV" shall mean Peachtree Cable TV, Inc., a Nevada corporation and a
wholly-owned Subsidiary of Charter-III LP.

         "Permitted Asset Swap" shall mean any sales, exchange or other
disposition (whether such exchange is effected pursuant to a sale of securities
or assets or otherwise) of any of the Systems (or any portion thereof) for cable
television assets or Licenses located in, or in geographical areas contiguous to
the geographical areas covered by, the System on terms and conditions reasonably
acceptable to the Majority Lenders.

         "Permitted Liens" shall mean, as applied to any Person:

              (a)  any Lien in favor of the Administrative Agent or the Lenders
given to secure the Obligations;

              (b)  (i) Liens on real estate for real estate taxes not yet
delinquent and (ii) Liens for taxes, assessments, judgments, governmental
charges or levies or claims the non-payment of which is being diligently
contested in good faith by appropriate proceedings and for which adequate
reserves have been set aside on such Person's books, but only so long as no
foreclosure, distraint, sale or similar proceedings have been commenced with
respect thereto and remain unstayed for a period of thirty (30) days after their
commencement;

              (c)  Liens of carriers, warehousemen, mechanics, laborers and
materialmen incurred in the ordinary course of business for sums not yet due or
being diligently contested in good faith, if such reserve or appropriate
provision, if any, as shall be required by generally accepted accounting
principles shall have been made therefor;

              (d)  Liens incurred in the ordinary course of business in
connection with worker's compensation and unemployment insurance;

              (e)  Restrictions on the transfer of assets imposed by any of the
Licenses as presently in effect or by the Federal Communications Act of 1934 and
any regulations thereunder;



                                     - 15 -

<PAGE>   21

              (f)  Liens created under Pole Agreements on cables and other
property affixed to transmission poles;

              (g)  Easements, rights-of-way, restrictions and other similar
encumbrances on the use of real property which do not interfere with the
ordinary conduct of the business of such person, or Liens incidental to the
conduct of the business of such Person or to the ownership of its properties
which were not incurred in connection with Indebtedness or other extensions of
credit and which do not in the aggregate materially detract from the value of
such properties or materially impair their use in the operation of the business
of such Person;

              (h)  Purchase money security interests which are perfected by
operation of law only for a period not in excess of ten (10) days after the
inception thereof and limited to Liens on assets so purchased;

              (i)  Liens securing Indebtedness permitted under Section 7.1(e)
hereof to the extent incurred in connection with the acquisition of any property
or assets by any Borrower or any of such Borrower's Subsidiaries, and Liens
securing Capitalized Lease Obligations permitted under Section 7.1(c) hereof;
provided, however, that:

                   (1)  such Lien shall attach only to the property or asset
         acquired in such transaction and the proceeds thereof and shall not
         extend to or cover any other assets or properties of such Borrower or
         any of its Subsidiaries; and

                   (2)  the Indebtedness secured or covered by such Lien shall
         not exceed the cost of the asset or property acquired and shall not be
         renewed or extended by such Borrower or any of its Subsidiaries;

              (j)  Liens securing Indebtedness permitted under Section 7.1(g)
hereof to the extent that such Liens and Indebtedness are in favor of the
Administrative Agent or any Lender (or any Affiliate thereof); and

              (k)  Liens on certain assets of Charter L.P. in connection with 
the LaGrange Sale-Leaseback to the extent approved by the Arranging Agents.

         "Person" shall mean an individual, corporation, partnership, limited
liability company, trust or unincorporated organization, or a government or any
agency or political subdivision thereof.

         "Plan" shall mean an employee benefit plan within the meaning of
Section 3(3) of ERISA maintained for employees of any Person or any affiliate of
such Person.


                                     - 16 -
<PAGE>   22


         "Pole Agreements" shall mean any agreements between any Borrower or any
of their Subsidiaries, on the one hand, and the parties referred to in Schedule
2 to this Agreement, as more particularly described therein, on the other hand,
and any other agreement subsequently entered into by any Borrower or any of its
Subsidiaries permitting any Borrower or any of its Subsidiaries to make use of
the transmission poles or conduits of such parties in distributing its cable
television signals.

         "Pro Forma Debt Service" shall mean, with respect to the Borrowers, on
a combined and combining basis, for the four (4) calendar quarters following the
calculation date, the sum of (a) Interest Expense for such period, (b) scheduled
payments of principal during such period in respect of the Loans, (c) fees
anticipated to be paid to the Managers during such period, and (d) distributions
for such period to the extent contemplated and permitted by Section 7.7 hereof.
For purposes of calculating Pro Forma Debt Service, Interest Expense with
respect to the Loans shall be calculated using (i) the sum of (A) the rate of
interest payable under any Interest Hedge Agreement relating to the Loans (but
only with respect to the notional amount thereof) and (B) to the extent the
Loans then outstanding exceed such notional amount, a rate of interest equal to
the LIBOR Basis for an Interest Period of three (3) months as of the last day of
the immediately preceding calendar quarter, applied to the principal amount of
the Loans outstanding on such date in the case of calculations made pursuant to
Section 7.10(a) hereof, and (ii) the sum of (A) the rate of interest payable
under any Interest Hedge Agreement relating to the Loans (but only with respect
to the notional amount thereof) and (B) to the extent the Loans then outstanding
exceed such notional amount, a rate of interest equal to the LIBOR Basis for an
Interest Period of three (3) months, as of the date of the Advance, applied to
the principal amount of the Loans outstanding after giving effect to any Advance
hereunder in the case of calculations made pursuant to Section 7.10(b) hereof.

         "Replacement Notes" shall mean any Indebtedness for Money Borrowed
issued by Southeast and/or Charter Holdings in exchange for, or the Net Proceeds
of which are used to refinance or refund, the Charter Holdings Debentures and
the Southeast Notes, in an amount not to exceed the refinanced or refunded
amount plus reasonable transaction costs, fees and expenses not to exceed five
percent (5%) of the amount refinanced or refunded and on terms and conditions
satisfactory to the Majority Lenders.

         "Reportable Event" shall have the meaning set forth in Title IV of
ERISA.

         "Request for Advance" shall mean any certificate signed by an
Authorized Signatory of the Borrower Agent requesting an Advance hereunder,
which certificate shall be denominated a "Request for Advance," and shall be in
substantially the form of Exhibit J attached hereto. Each Request for Advance
shall, among other things, (a) specify the date of the Advance, which shall be a
Business Day, the amount of the Advance, the type of Advance and, with respect
to LIBOR Advances, the Interest Period selected by the 



                                     - 17 -
<PAGE>   23


requesting Borrower, (b) state that there shall not exist, on the date of the
requested Advance and after giving effect thereto, a Default, and (c) specify
the use of the proceeds of the Loans being requested.

         "Restricted Payment" shall mean (a) any direct or indirect
distribution, dividend or other payment to any Person on account of any general
or limited partnership interest (whether common or preferred) in, or other
equity securities of, any Borrower or in connection with any tax sharing
agreement; (b) any management, consulting or other similar fees, or any interest
thereon, payable by any Borrower, or any Subsidiary of any Borrower, to such
Borrower's General Partner or any other Affiliate, or to any other Person,
including, without limitation, payments to the Managers under the Management
Agreement; and (c) any interest payment made with respect to, or any
distribution made to Charter Holdings or Southeast for the purpose of making any
interest payment with respect to, any Indebtedness or any other obligations of
Charter Holdings and/or Southeast.

         "Restricted Purchase" shall mean any payment on account of the
purchase, redemption or other acquisition or retirement of any general or
limited partnership interest in, or other securities of, any Borrower.

         "scheduled payments of principal" shall mean, for any period, (a) with
respect to the Facility B Loans and the Facility C Loans, the amounts required
to be repaid hereunder during such period, and (b) with respect to the Facility
A Loans, (i) for purposes of determining Fixed Charges, the excess, if any, of
(A) the highest amount of the Facility A Loans outstanding at any time during
such period over (B) the amount of the Facility A Commitment on the last day of
such period, and (ii) for purposes of determining Pro Forma Debt Service, the
difference (to the extent positive) between (A) the Facility A Loans outstanding
on the calculation date and (B) the Facility A Commitment on the last day of the
period being tested.

         "Security Documents" shall mean each Assignment of General Partner
Interests, each Assignment of Limited Partner Interests, each Co-Borrower
Guaranty, the Charter - III LP Pledge Agreement, each Co-Borrower Security
Agreement, the Subordination of Management Fees Agreement, each Subsidiary
Guaranty, each Subsidiary Pledge Agreement, each Subsidiary Security Agreement
and any other agreement or instrument providing collateral for the Obligations
whether now or hereafter in existence, and any filings, instruments, agreements,
and documents related thereto or to this Agreement, and providing Collateral for
the Obligations.

         "Security Interest" shall mean all Liens in favor of the Administrative
Agent for itself and on behalf of the Lenders, created under this Agreement or
any of the Security Documents to secure the Obligations.




                                     - 18 -
<PAGE>   24

         "Southeast" shall mean Charter Communications Southeast L.P., a
Delaware limited partnership.

         "Southeast Notes" shall mean those certain 11-1/4% Senior Notes due
2006 issued jointly by Southeast and Charter Communications Southeast Capital
Corporation, a Delaware corporation, on March 15, 1996.

         "Subordination of Management Fees Agreement" shall mean that certain
Subordination of Management Fees Agreement of even date herewith by and between
the Managers and the Administrative Agent, for itself and on behalf of the
Lenders, substantially in the form of Exhibit K attached hereto.

         "Subsidiary" shall mean, as applied to any Person, (a) any corporation
of which fifty percent (50%) or more of the outstanding stock (other than
directors' qualifying shares) having ordinary voting power to elect a majority
of its board of directors, regardless of the existence at the time of a right of
the holders of any class or classes of securities of such corporation to
exercise such voting power by reason of the happening of any contingency, or any
partnership of which fifty percent (50%) or more of the outstanding partnership
interests, is at the time owned by such Person, or by one or more Subsidiaries
of such Person, or by such Person and one or more Subsidiaries of such Person,
and (b) any other entity which is controlled or susceptible to being controlled
by such Person, or by one or more Subsidiaries of such Person, or by such Person
and one or more Subsidiaries of such Person.

         "Subsidiary Guaranty" shall mean that certain Subsidiary Guaranty dated
as of even date herewith, in favor of the Administrative Agent, for itself and
on behalf of the Lenders, given by each Subsidiary of any of the Borrowers,
substantially in the form of Exhibit L hereof, and shall include any similar
agreements executed pursuant to Section 5.14 hereof.

         "Subsidiary Pledge Agreement" shall mean that certain Subsidiary Pledge
Agreement dated as of even date herewith made by each Subsidiary of any of the
Borrowers having one or more of its own Subsidiaries, on the one hand, in favor
of the Administrative Agent, for itself and on behalf of the Lenders, on the
other hand, substantially in the form of Exhibit M hereof, and shall include any
similar agreements executed pursuant to Section 5.14 hereof.

         "Subsidiary Security Agreement" shall mean that certain Subsidiary
Security Agreement dated as of even date herewith between each of the Borrowers'
Subsidiaries, on the one hand, and the Administrative Agent, for itself and on
behalf of the Lenders, on the other hand, substantially in the form of Exhibit N
hereof, and shall include any similar agreements executed pursuant to Section
5.14 hereof.

         "Syndication Agents" shall mean, collectively, Credit Lyonnais New York
Branch and PNC Bank, National Association.


                                     - 19 -


<PAGE>   25



         "System" shall mean, collectively, the cable television systems now
owned by any Borrower, or any Subsidiary of any Borrower or hereafter acquired
by such persons, in accordance with the terms and conditions of this Agreement.

         "Total Debt" shall mean, for the Borrowers on a combined and combining
basis, as of any date, the sum of (without duplication) (a) Indebtedness for
Money Borrowed, plus (b) Capitalized Lease Obligations, plus (c) obligations
under Guarantees in respect of Indebtedness for Money Borrowed and Capitalized
Lease Obligations of any other Person.

         Each definition of an agreement in this Article 1 shall include such
agreement as amended from time to time with the prior written consent of the
Majority Lenders, except as provided in Section 11.12 hereof.


                                    ARTICLE 2

                                      Loans

         Section 2.1    The Loans.

                (a)     Facility A Loans. The Lenders holding Facility A
Commitments hereby agree, severally in accordance with their respective Facility
A Commitment Ratios, and not jointly, upon the terms and subject to the
conditions of this Agreement, to lend and relend to the Borrowers from time to
time an aggregate amount not to exceed at any one time outstanding the Facility
A Commitment as in effect from time to time. Subject to the terms and conditions
hereof, Advances under the Facility A Commitment may be repaid and reborrowed
from time to time on a revolving basis. The Borrowers hereby agree that all
amounts advanced under the Facility A Commitment shall be joint and several
obligations of the Borrowers.

                (b)     Facility B Loans. The Lenders holding Facility B
Commitments hereby agree, severally in accordance with their respective Facility
B Commitment Ratios, and not jointly, upon terms and subject to the conditions
in this Agreement to lend to the Borrowers on the Agreement Date an amount not
to exceed the Facility B Commitment. Subject to the terms and conditions hereof,
Advances under the Facility B Commitment may be repaid and reborrowed to effect
a change in the Interest Rate Basis or the Interest Periods relating thereto;
provided, however, that there shall be no increase in the principal amount
outstanding under the Facility B Notes. The Borrowers hereby agree that all
amounts advanced under the Facility B Commitment shall be joint and several
obligations of the Borrowers.

                                     - 20 -


<PAGE>   26

                (c)     Facility C Loans. The Lenders holding Facility C 
Commitments hereby agree, severally in accordance with their respective Facility
C Commitment Ratios, and not jointly, upon terms and subject to the conditions
in this Agreement to lend to the Borrowers on the Agreement Date an amount not
to exceed the Facility C Commitment. Subject to the terms and conditions hereof,
Advances under the Facility C Commitment may be repaid and reborrowed to effect
a change in the Interest Rate Basis or the Interest Periods relating thereto;
provided, however, that there shall be no increase in the principal amount
outstanding under the Facility B Notes. The Borrowers hereby agree that all
amounts advanced under the Facility C Commitment shall be joint and several
obligations of the Borrowers.

         Section 2.2    Manner of Borrowing and Disbursement.

                (a)     Choice of Interest Rate, Etc. All requests for Advances
hereunder shall be by the Borrower Agent, for itself and on behalf of the other
Borrowers. Any Advance shall, at the option of the Borrower Agent as provided in
Section 2.2 hereof, be made as a Base Rate Advance or a LIBOR Advance; provided,
however, that no Borrower may receive a LIBOR Advance after the occurrence and
during the continuance of a Default hereunder. LIBOR Advances shall in all cases
be subject to Section 2.3(e) and Article 10 hereof. Any notice given to the
Administrative Agent in connection with a requested Advance hereunder shall be
given to the Administrative Agent prior to 11:00 a.m. (Houston, Texas time) in
order for such Business Day to count toward the minimum number of Business Days
required.

                (b)     Base Rate Advances.

                        (i)   Advances. The Borrower Agent shall give the
         Administrative Agent in the case of Base Rate Advances at least one (1)
         Business Day's irrevocable written notice in the form of a Request for
         Advance, or telecopied notice followed immediately by an original
         Request for Advance; provided, however, that the Borrower Agent's
         failure to confirm any telecopied notice with an original Request for
         Advance shall not invalidate any notice so given.

                        (ii)  Repayments and Reborrowings. Subject to the
         provisions of Section 2.3(e) hereof, a Borrower (directly or through
         the Borrower Agent) may repay or prepay a Base Rate Advance without
         regard to its Payment Date and (A) upon at least one (1) Business Day's
         irrevocable prior written notice to the Administrative Agent, reborrow
         all or a portion of the principal amount thereof as one or more Base
         Rate Advances, (B) upon at least three (3) Business Days' irrevocable
         prior written notice to the Administrative Agent, reborrow all or a
         portion of the principal thereof as one or more LIBOR Advances, or (C)
         not reborrow all or any portion of such Base Rate Advance. On the date
         indicated by the applicable Borrower, such Base Rate Advance shall be
         so repaid and, as applicable, reborrowed.

                                     - 21 -

<PAGE>   27


                (c)     LIBOR Advances.

                        (i)   Advances. Upon request, the Administrative Agent,
         whose determination shall be conclusive, shall determine the available
         LIBOR Bases and shall notify the Borrower Agent of such LIBOR Bases to
         apply for the applicable LIBOR Advance. The Borrower Agent shall give
         the Administrative Agent in the case of LIBOR Advances at least three
         (3) Business Days' irrevocable written notice in the form of a Request
         for Advance, or telecopied notice followed immediately by an original
         Request for Advance; provided, however, that the Borrower Agent's
         failure to confirm any telecopied notice with an original Request for
         Advance shall not invalidate any notice so given. Upon receipt of such
         notice from the Borrower Agent, the Administrative Agent shall promptly
         notify each Lender by telephone or telecopy of the contents thereof.

                        (ii)  Repayments and Reborrowings. At least three (3)
         Business Days prior to each Payment Date for a LIBOR Advance, the
         Borrower Agent shall give the Administrative Agent written notice
         specifying whether all or a portion of any LIBOR Advance outstanding on
         the Payment Date (A) is to be repaid and then reborrowed in whole or in
         part as a LIBOR Advance, (B) is to be repaid and then reborrowed in
         whole or in part as one or more Base Rate Advances, or (C) is to be
         repaid and not reborrowed. Upon such Payment Date such LIBOR Advance
         will, subject to the provisions hereof, be so repaid and, as
         applicable, reborrowed.

                (d)     Notification of Lenders. Upon receipt of a Request for
Advance, or a notice from a Borrower or the Borrower Agent with respect to any
outstanding Advance prior to the Payment Date for such Advance, the
Administrative Agent shall promptly notify each applicable Lender by telephone
or telecopy of the contents thereof and the amount of such Lender's portion of
the Advance. Each Lender shall, not later than 12:00 noon (Houston, Texas time)
on the date specified in such notice, make available to the Administrative Agent
at the Administrative Agent's Office, or at such account as the Administrative
Agent shall designate, the amount of its portion of the Advance in immediately
available funds.

                (e)     Disbursement.

                        (i)   Prior to 1:00 p.m. (Houston, Texas time) on the
         date of an Advance hereunder, the Administrative Agent shall, subject
         to the satisfaction of the conditions set forth in Article 3, disburse
         the amounts made available to the Administrative Agent by the Lenders
         (or as otherwise provided below) in like funds by (A) transferring the
         amounts so made available (or as otherwise provided below) by wire
         transfer pursuant to the requesting Borrower's instructions, or (B) in
         the 



                                     - 22 -
<PAGE>   28


         absence of such instructions, crediting the amounts so made available
         (or as otherwise provided below) to the account of the requesting
         Borrower maintained with the Administrative Agent.

                        (ii)  Unless the Administrative Agent shall have
         received notice from a Lender prior to the date of any borrowing that
         such Lender will not make available to the Administrative Agent such
         Lender's ratable portion of such borrowing, the Administrative Agent
         may assume that such Lender has made such portion available to the
         Administrative Agent on the date of such borrowing and the
         Administrative Agent may, in its sole discretion and in reliance upon
         such assumption, make available to the requesting Borrower on such date
         a corresponding amount. If and to the extent such Lender shall not have
         so made such ratable portion available to the Administrative Agent,
         such Lender agrees to repay to the Administrative Agent forthwith on
         demand such corresponding amount together with interest thereon, for
         each day from the date such amount is made available to the requesting
         Borrower until the date such amount is repaid to the Administrative
         Agent, at the Federal Funds Rate for three (3) Business Days and
         thereafter at the Base Rate.

                        (iii) If such Lender shall repay to the
         Administrative Agent such corresponding amount, such amount so repaid
         shall constitute such Lender's Loan as part of such borrowing for
         purposes of this Agreement. If such Lender does not repay such
         corresponding amount immediately upon the Administrative Agent's demand
         therefor, the Administrative Agent shall notify the Borrowers, and the
         Borrowers shall immediately pay such corresponding amount to the
         Administrative Agent. The failure of any Lender to make the Loan to be
         made by it as part of any borrowing shall not relieve any other Lender
         of its obligation, if any, hereunder to make its Loan on the date of
         such borrowing, but no Lender shall be responsible for any such failure
         of any other Lender.

                        (iv)  In the event that, at any time when there is no
         Default, a Lender for any reason fails or refuses to fund its portion
         of an Advance, then, until such time as such Lender has funded its
         portion of such Advance (which late funding shall not absolve such
         Lender from any liability it may have to the Borrowers), or all other
         Lenders have received payment in full from the Borrowers (whether by
         repayment or prepayment) or otherwise of the principal and interest due
         in respect of such Advance, such non-funding Lender shall not have the
         right (A) to vote regarding any issue on which voting is required or
         advisable under this Agreement or any other Loan Document, and the
         amount of the Loans of such Lender shall not be counted as outstanding
         for purposes of determining "Majority Lenders" hereunder, and (B) to
         receive payments of principal, interest or fees from the Borrowers, the
         Administrative Agent or the other Lenders in respect of its Loans.


                                     - 23 -

<PAGE>   29

         Section 2.3    Interest.

                (a)     On Base Rate Advances. Interest on each Base Rate 
Advance shall be computed on the basis of a year of 365/366 days for the actual
number of days elapsed and shall be payable at the Base Rate Basis for such
Advance on the applicable Payment Date. Interest on Base Rate Advances then
outstanding shall also be due and payable on the Facility A Maturity Date, the
Facility B Maturity Date, and the Facility C Maturity Date, as applicable.

                (b)     On LIBOR Advances. Interest on each LIBOR Advance shall 
be computed on the basis of a 360-day year for the actual number of days elapsed
and shall be payable at the LIBOR Basis for such Advance in arrears on the
applicable Payment Date, and, in addition, if the Interest Period for a LIBOR
Advance exceeds three (3) months, interest on such LIBOR Advance shall also be
due and payable in arrears on each three-month anniversary of the date of such
LIBOR Advance during such Interest Period. Interest on LIBOR Advances then
outstanding shall also be due and payable on the Facility A Maturity Date, the
Facility B Maturity Date, and the Facility C Maturity Date, as applicable.

                (c)     Interest if no Notice of Selection of Interest Rate 
Basis. If the Borrower fails to give the Administrative Agent timely notice of
its selection of a LIBOR Basis, or if for any reason a determination of a LIBOR
Basis for any Advance is not timely concluded and the Administrative Agent has
used reasonable efforts to make such determination, the Base Rate Basis shall
apply to such Advance.

                (d)     Interest Upon Default. Immediately upon the occurrence 
and during the continuance of an Event of Default, interest on the outstanding
principal balance of the Loans shall accrue at the Default Rate from the date of
such Event of Default. Such interest shall be payable on the earlier of demand
by the Majority Lenders or the Maturity Date and shall accrue until the earlier
of (i) waiver or cure (to the satisfaction of the Majority Lenders) of the
applicable Event of Default, (ii) agreement by the Majority Lenders to rescind
the charging of interest at the Default Rate, or (iii) payment in full of the
Obligations. The Lenders shall not be required to (1) accelerate the maturity of
the Loans, (2) exercise any other rights or remedies under the Loan Documents,
or (3) give notice to the Borrowers of the decision to charge interest on the
Loans at the Default Rate in accordance herewith, prior to or in conjunction
with the effective date of the decision to charge interest at the Default Rate.

                (e)     LIBOR Contracts. At no time may the sum of the number of
outstanding LIBOR Advances exceed ten (10).



                                     - 24 -

<PAGE>   30

                (f)     Applicable Margin.

                        (i)   With respect to any Loans outstanding under the
Facility A Commitment or Facility B Commitment, the Applicable Margin shall be
as set forth in the table set forth below based upon the ratio of Total Debt to
Annualized Operating Cash Flow determined as of the end of the most recently
completed fiscal quarter.

<TABLE>
<CAPTION>

                                                                  Applicable Margin
                                                                    for Base Rate         Applicable Margin for
Ratio of Total Debt to Annualized Operating Cash Flow                  Advances              LIBOR Advances
-----------------------------------------------------                  --------              --------------
<S>                                                                     <C>                      <C>   
A. Greater than 5.00:1                                                  0.500%                   1.500%
B. Greater than 4.50:1, but less than or equal to 5.00:1                0.375%                   1.375%
C. Greater than 4.00:1, but less than or equal to 4.50:1                0.000%                   1.000%
D. Greater than 3.50:1, but less than or equal to 4.00:1                0.000%                   0.750%
E. Less than or equal to 3.50:1                                         0.000%                   0.625%
</TABLE>


Changes to the Applicable Margin shall be effective (1) with respect to an
increase in the Applicable Margin, as of the second (2nd) Business Day after the
day on which the financial statements are required to be delivered to the
Administrative Agent and the Lenders pursuant to Section 6.1 or Section 6.2
hereof, as the case may be; provided, however, that if such financial statements
are not delivered to the Administrative Agent and the Lenders on or before the
date specified in such Section, such increase shall be effective as of the date
specified in such Section for delivery of the financial statements, and (2) with
respect to a decrease in the Applicable Margin, as of the later of (A) the
second (2nd) Business Day after the day on which such financial statements are
required to be delivered pursuant to Section 6.1 or Section 6.2 hereof, as the
case may be, and (B) the date on which such financial statements are actually
delivered to the Administrative Agent and the Lenders.

                        (ii)  Advances under Facility C Commitment. With respect
to any Loans outstanding under the Facility C Commitment, the Applicable Margin
(A) with respect to any Base Rate Advance, shall be 1.000%, and (B) with respect
to any LIBOR Advance, shall be 2.000%.



                                     - 25 -
<PAGE>   31


         Section 2.4    Commitment Fee. The Borrowers, on a joint and several
basis, agree to pay to the Administrative Agent, for the benefit of Lenders
holding Facility A Commitments, in accordance with their respective Facility A
Commitment Ratios, a commitment fee on the aggregate unborrowed balance of the
Facility A Commitment for each day from the date hereof until the Facility A
Maturity Date at a rate of, (a) when the ratio of Total Debt to Annualized
Operating Cash Flow (determined as of the end of the end of the most recently
completed fiscal quarter is greater than 4.00 to 1, three-eighths of one percent
(0.375%), and (b) at all other times, one quarter of one percent (0.250%). Such
commitment fee shall be computed on the basis of a year of 365/366 days for the
actual number of days elapsed, shall be payable quarterly in arrears, commencing
on June 30, 1998, and continuing on each September 30th, December 31st, March
31st and June 30th, thereafter and on the Facility A Maturity Date, and shall be
fully earned when due and non-refundable when paid. Adjustments to the
commitment fee under this Section 2.4 shall be done at the same time and in the
same manner as adjustments to the Applicable Margins set forth in Section
2.3(g)(i) hereof.

         Section 2.5    Facility A Commitment Reduction.

                (a)     Optional. Any Borrower may, without penalty, at any time
terminate or permanently reduce the Facility A Commitment by giving the
Administrative Agent and the Lenders at least five (5) Business Days' notice
thereof; provided, however, that any reduction shall reduce the Facility A
Commitment in a principal amount of at least $1,000,000, and in integral
multiples of $1,000,000. The Borrowers, on a joint and several basis, shall make
a repayment of the Facility A Loans outstanding under the Facility A Commitment,
plus accrued interest on such outstanding Facility A Loans, together with any
costs incurred on account of such repayment under Section 2.10 hereof, on or
before the effective date of the reduction of the Facility A Commitment, such
that the principal amount of the Facility A Loans outstanding after such
repayment does not exceed the Facility A Commitment as so reduced. Reductions to
the Facility A Commitment hereunder shall be applied to the reductions in
Section 2.5(b)(i) hereof in inverse order.

                (b)     Mandatory.

                        (i)   Scheduled Reductions. Commencing March 31, 2002,
         the Facility A Commitment in effect as of March 30, 2002 shall be
         repaid in consecutive quarterly installments on June 30, September 30,
         December 31 and March 31 of each year until paid in full in such
         amounts as follows:

                                     - 26 -

<PAGE>   32

<TABLE>
<CAPTION>
                                                                                   Percentage Reduction
                                                                                 of  Facility A Commitment
                        Repayment Dates                                         in effect on March 30, 2002
                        ---------------                                         ---------------------------

         <S>                                                                              <C>  
         March 31, 2002, June 30, 2002,
         September 30, 2002 and December 31, 2002                                         2.750%

         March 31, 2003, June 30, 2003,
         September 30, 2003 and December 31, 2003                                         3.650%

         March 31, 2004, June 30, 2004,
         September 30, 2004 and December 31, 2004                                         3.650%

         March 31, 2005, June 30, 2005,
         September 30, 2005 and December 31, 2005                                         4.750%

         March 31, 2006, June 30, 2006,
         September 30, 2006 and December 31, 2006                                         5.950%

         March 31, 2007 and Facility A Maturity Date                                      8.500%
</TABLE>

                        (ii)  Reduction From Permitted Asset Swaps. The Facility
         A Commitment shall be automatically and permanently reduced by an
         amount equal to the repayment of Facility A Loans required under
         Section 2.7(d) hereof; provided, however, that if there are no Facility
         A Loans outstanding, the Facility A Commitment shall be reduced
         regardless of any repayment of the Facility A Loans by the amounts
         which would otherwise be payable on the Facility A Loans. Reductions to
         the Facility A Commitment under this Section shall be applied to the
         reductions set forth in Section 2.5(b)(i) hereof on a pro rata basis
         for all remaining reductions.

                        (iii) Reduction From Permitted Asset Sales. The Facility
         A Commitment shall be automatically and permanently reduced by an
         amount equal to the repayment of Facility A Loans required under
         Section 2.7(e) hereof; provided, however, that if there are no Facility
         A Loans outstanding, the Facility A Commitment shall be reduced
         regardless of any repayment of the Facility A Loans by the amounts
         which would otherwise be payable on the Facility A Loans. Reductions to
         the Facility A Commitment under this Section shall be applied to the
         reductions set forth in Section 2.5(b)(i) hereof on a pro rata basis
         for all remaining reductions.

                        (iv)  Reduction From Sale of Capital Stock and Debt
         Instruments. The Facility A Commitment shall be automatically and
         permanently reduced by an amount equal to the repayment of Facility A
         Loans required under Section 2.7(f) 



                                     - 27 -
<PAGE>   33

         hereof; provided, however, that if there are no Facility A Loans then
         outstanding, the Facility A Commitment shall be reduced regardless of
         any repayment of the Facility A Loans by the amounts which would
         otherwise be payable on the Facility A Loans. Reductions to the
         Facility A Commitment under this Section shall be applied to the
         reductions set forth in Section 2.5(b)(i) hereof on a pro rata basis
         for all remaining reductions.

         Section 2.6    Prepayment. The principal amount of any Base Rate 
Advance may be prepaid in full or in part at any time, without penalty and
without regard to the Payment Date for such Advance. LIBOR Advances may be
prepaid prior to the applicable Payment Date upon five (5) Business Days' prior
written notice to the Administrative Agent of such prepayment; provided,
however, that the Borrowers, on a joint and several basis, shall reimburse the
Lenders on the earlier of demand or the Facility C Maturity Date, for any loss
or out-of-pocket expense incurred by the Lenders in connection with any
prepayment of any LIBOR Advance, as set forth in Section 2.10 hereof. Any notice
of prepayment shall be irrevocable. All amounts prepaid on the Loans hereunder
shall be applied first to interest and fees and other amounts due hereunder, as
designated by the applicable Borrower, and, if to be applied to principal
outstanding under the Facility B Loans or the Facility C Loans shall be in
inverse order of maturity. Partial prepayments shall be in a principal amount of
at least $500,000 and integral multiples of $100,000. Upon receipt of any notice
of prepayment, the Administrative Agent shall promptly notify each affected
Lender of the contents thereof by telephone or telecopy and of such Lender's
portion of the prepayment.

         Section 2.7    Repayment.  The Borrowers on a joint and several
basis shall repay the Loans as follows:

                (a)     Scheduled Repayments of Facility B Loans. Commencing 
March 31, 2002, the principal balance of the Facility B Loans outstanding on
March 30, 2002 shall be repaid in consecutive quarterly installments on June 30,
September 30, December 31 and March 31 of each year until paid in full in such
amounts as follows:



                                     - 28 -

<PAGE>   34

<TABLE>
<CAPTION>

                                                                  Percentage of Principal of Facility B Loans
                                                                          Outstanding on March 30, 2002
                          Repayment Dates                                Due on Last Day of Each Quarter
                          ---------------                                -------------------------------

         <S>                                                                           <C>  

         March 31, 2002, June 30, 2002,
         September 30, 2002 and December 31, 2002                                      2.750%

         March 31, 2003, June 30, 2003,
         September 30, 2003 and December 31, 2003                                      3.650%

         March 31, 2004, June 30, 2004,
         September 30, 2004 and December 31, 2004                                      3.650%

         March 31, 2005, June 30, 2005,
         September 30, 2005 and December 31, 2005                                      4.750%

         March 31, 2006, June 30, 2006,
         September 30, 2006 and December 31, 2006                                      5.950%

         March 31, 2007 and Facility B Maturity Date                                   8.500%

</TABLE>

Accrued interest on the principal amount of the Loans being prepaid pursuant to
this Section 2.7(a) to the date of such prepayment shall be paid by the
Borrowers concurrently with such principal prepayment.

                (b)     Scheduled Repayments of Facility C Loans. Commencing 
March 31, 2002, the principal balance of the Facility C Loans outstanding on
March 30, 2002 shall be repaid in consecutive quarterly installments on June 30,
September 30, December 31 and March 31 of each year until paid in full in such
amounts as follows:


<TABLE>
<CAPTION>

                                                                      Percentage of Principal of Facility C
                                                                       Loans Outstanding on March 30, 2002
                          Repayment Dates                                Due on Last Day of Each Quarter
                          ---------------                                -------------------------------

         <S>                                                                          <C>  
         March 31, 2002 through June 30, 2007                                          0.250%

         September 30, 2007 and Facility C Maturity Date                              47.250%
</TABLE>


Accrued interest on the principal amount of the Loans being prepaid pursuant to
this Section 2.7(b) to the date of such prepayment shall be paid by the
Borrowers concurrently with such principal prepayment.



                                     - 29 -
<PAGE>   35


                (c)     Repayments Upon Reduction of Facility A Commitment. If, 
at any time, the amount of the Facility A Loans shall exceed the Facility A
Commitment, the Borrowers, on a joint and several basis, shall, on such date and
subject to Section 2.10 hereof, make a repayment of the principal amount of the
Facility A Loans in an amount equal to such excess, together with any accrued
interest and fees with respect thereto. Accrued interest on the principal amount
of the Loans being prepaid pursuant to this Section 2.7(c) to the date of such
prepayment will be paid by the Borrowers concurrently with such principal
prepayment.

                (d)     Repayments Upon Permitted Asset Swaps. In the event of 
any Permitted Asset Swap, to the extent that (i) a Borrower or any Subsidiary of
any Borrower has not entered into a binding contractual agreement for the
reinvestment of the Net Proceeds with respect thereto within the immediately
succeeding twelve (12) month period following such Permitted Asset Swap, and
(ii) the Net Proceeds with respect thereto are not reinvested in comparable
cable systems within the immediately succeeding eighteen (18) month period
following such Permitted Asset Swap, the Borrowers, on a joint and several
basis, shall make a repayment of the principal of the Loans then outstanding in
an amount equal to the Net Proceeds of such Permitted Asset Swap not so
reinvested. All amounts paid by the Borrowers pursuant to this subsection shall
be applied to the Loans then outstanding on a pro rata basis, and shall be
applied pro rata to the remaining (i) payments of the Facility B Loans and the
Facility C Loans required under Section 2.7(a) and (b) hereof, and (ii)
reductions of the Facility A Loans under Section 2.5 hereof. Accrued interest on
the principal amount of the Loans being prepaid pursuant to this Section 2.7(d)
to the date of such prepayment will be paid by the Borrowers concurrently with
such principal prepayment.

                (e)     Repayments Upon Permitted Asset Sales. In the event of 
any sale, lease, transfer or other disposition of assets permitted hereunder
(excluding such sales, leases, transfers or other dispositions in the ordinary
course of the Borrowers' business, and excluding any sale or other disposition
made in connection with the La Grange Sale-Leaseback), to the extent that (i) a
Borrower or any Subsidiary of any Borrower has not entered into a binding
contractual agreement for the reinvestment of the Net Proceeds with respect
thereto within the immediately succeeding twelve (12) month period following
such sale, lease, transfer or other disposition, and (ii) the Net Proceeds with
respect thereto are not reinvested in comparable cable systems within the
immediately succeeding eighteen (18) month period following such permitted sale,
lease, transfer or other disposition, the Borrowers, on a joint and several
basis, shall make a repayment of the principal of the Loans then outstanding in
an amount equal to the Net Proceeds of such permitted sale, lease, transfer or
other disposition not so reinvested. All amounts paid by the Borrowers pursuant
to this subsection shall be applied to the Loans then outstanding on a pro rata
basis, and shall be applied pro rata to the remaining (i) payments of the
Facility B Loans and Facility C Loans required under Section 2.7(a) and (b)
hereof and (ii) reductions of the Facility A Loans under Section 2.5 hereof.
Accrued interest on the principal amount of the Loans being 



                                     - 30 -
<PAGE>   36


prepaid pursuant to this Section 2.7(e) to the date of such prepayment will be
paid by the Borrowers concurrently with such principal prepayment.

                (f)     Repayment Upon the Sale of Capital Stock and Debt
Instruments. In the event any Borrower, or any Subsidiary of any Borrower,
receives any Net Proceeds of any sale of any Borrower's Capital Stock,
partnership interests or debt instruments or other securities, to the extent
that such Net Proceeds are not utilized to finance Acquisitions and Investments
permitted hereunder within the immediately succeeding twelve (12) month period
following such sale, the Borrowers, on a joint and several basis, shall make a
repayment of the principal of the Loans then outstanding in an amount equal to
such Net Proceeds not so reinvested. All amounts paid by the Borrower pursuant
to this subsection shall be applied to the Loans then outstanding on a pro rata
basis, and shall be applied pro rata to the remaining (i) payments of the
Facility B Loans and Facility C Loans required under Section 2.7(a) and (b)
hereof and (ii) reductions of the Facility A Loans under Section 2.5 hereof.
Accrued interest on the principal amount of the Loans being prepaid pursuant to
this Section 2.7(f) to the date of such prepayment will be paid by the Borrowers
concurrently with such principal prepayment.

                (g)     Reimbursement. In addition to any principal repayment
required to be made under Section 2.7(a), (b), (c), (d), (e) or (f) hereof, the
Borrowers, on a joint and several basis, shall reimburse the Lenders pursuant to
Section 2.10 hereof for any loss or out-of-pocket expense incurred by the
Lenders in connection with such repayment.

                (h)     Final Payment. A final payment of all principal amounts 
with respect to the Facility A Loans, the Facility B Loans and the Facility C
Loans shall be due and payable on the Facility A Maturity Date, the Facility B
Maturity Date and the Facility C Maturity Date, respectively, and all other
Obligations then outstanding shall be due and payable on the Facility C Maturity
Date.

         Section 2.8    Notes; Loan Accounts.

                (a)     The Loans shall be repayable in accordance with the 
terms and provisions set forth herein, and shall be evidenced by the Notes. One
Facility A Note, one Facility B Note and one Facility C Note shall be payable to
the order of each applicable Lender. The Notes shall be issued, on a joint and
several basis, by the Borrowers to the Lenders and each Note shall be duly
executed and delivered by one or more Authorized Signatories.

                (b)     Each Lender may open and maintain on its books in the 
name of the Borrowers a loan account with respect to the Loans and interest
thereon. Each Lender which opens such loan account shall debit such loan account
for the principal amount of each Advance made by it and accrued interest
thereon, and shall credit such loan account for each 



                                     - 31 -
<PAGE>   37


payment on account of principal of or interest on its Loans. The records of a
Lender with respect to the loan account maintained by it shall be prima facie
evidence of the Loans and accrued interest thereon.

         Section 2.9    Manner of Payment.

                (a)     Each payment (including any prepayment) by the Borrowers
on account of the principal of or interest on the Loans, commitment fees, and
any other amount owed to the Lenders or the Administrative Agent under this
Agreement or the other Loan Documents shall be made not later than 1:00 p.m.
(Houston, Texas time) on the date specified for payment under this Agreement to
the Administrative Agent at the Administrative Agent's Office, for the account
of the Lenders and the Administrative Agent, or any of them, as the case may be,
in lawful money of the United States of America in immediately available funds.
Any payment received by the Administrative Agent after 1:00 p.m. (Houston, Texas
time) shall be deemed received on the next Business Day. Receipt by the
Administrative Agent of any payment intended for any Lender or the
Administrative Agent hereunder prior to 1:00 p.m. (Houston, Texas time) on any
Business Day shall be deemed to constitute receipt by such Lender or the
Administrative Agent (as appropriate) on such Business Day. In the case of a
payment for the account of a Lender or the Administrative Agent, the
Administrative Agent will promptly thereafter distribute the amount so received
in like funds to such Lender or the Administrative Agent, as the case may be. If
the Administrative Agent shall not have received any payment from the Borrowers
as and when due, the Administrative Agent will promptly notify the Lenders
accordingly.

                (b)     The Borrowers, on a joint and several basis, agree to 
pay principal, interest, fees and all other amounts due hereunder or under the
Notes or the other Loan Documents without set-off or counterclaim or any
deduction whatsoever, including withholding taxes, excluding, (i) in the case of
each Lender, the Agent and the Administrative Agent taxes measured by its net
income, and franchise taxes imposed on it by the jurisdiction under the laws of
which it is organized or any political subdivision thereof, (ii) in the case of
each Lender, taxes (including, but not limited to, the Branch Profits Tax under
Section 884 of the Code) measured by its net income, and franchise taxes imposed
on it, by the jurisdiction of such Lender's applicable lending office or any
political subdivision thereof and (iii) in the case of any Lender organized
under the laws of a jurisdiction outside the United States, United States
federal withholding tax payable with respect to payments by the Borrowers which
would not have been imposed had such Lender, to the extent then required
thereunder, delivered to the Borrowers and the Administrative Agent the forms
prescribed by Section 2.9(d) hereof (all such non-excluded taxes being
hereinafter referred to as "Taxes").

                (c)     Prior to the acceleration of the Loans under Section 8.2
hereof, if some but less than all amounts due from the Borrowers are received by
the Administrative Agent, 



                                     - 32 -
<PAGE>   38


the Administrative Agent shall distribute such amounts in the following order of
priority, all in accordance where applicable with the Commitment Ratios: (i) to
the costs and expenses, if any, incurred by the Administrative Agent in the
collection of such amounts under this Agreement or any of the Security
Documents; (ii) to the payment of all fees then due and payable hereunder; (iii)
to the payment of interest then due and payable on the Loans; (iv) to the
payment of all other amounts not otherwise referred to in this Section 2.9(c)
then due and payable hereunder or under the Notes or the other Loan Documents;
and (v) to the payment of principal then due on the Loans on a pro rata basis
for all Loans until paid in full, which payments shall be, in each case, applied
against outstanding Advances in the following order of priority: (A) Advances,
the Interest Period for which is expiring concurrently with such payment, (B)
Base Rate Advances, and (C) LIBOR Advances. Subsequent to the acceleration of
the Loans under Section 8.2 hereof, all amounts received from any source
whatsoever by the Administrative Agent or any of the Lenders with respect to the
Borrowers shall be paid to and distributed by the Administrative Agent in the
manner provided in Section 2.11(c) hereof.

                (d)     Prior to the date on which any Person becomes a Lender
hereunder, and from time to time thereafter if either required by law due to a
change in circumstances or reasonably requested by a Borrower or the
Administrative Agent (unless such Lender is unable to do so by reasons of change
in law), each Lender organized under the laws of a jurisdiction outside the
United States shall provide the Administrative Agent and the Borrower with an
IRS Form 4224 or Form 1001 or other applicable form, certificate or document
prescribed by the IRS certifying as to such Lender's entitlement to full
exemption from United States withholding tax with respect to all payments to be
made to such Lender hereunder and under any Note. Unless the applicable
Borrowers and the Administrative Agent have received forms or other documents
satisfactory to them indicating that payments hereunder or under any Note are
not subject to United States withholding tax (or there is a change in law
preventing delivery thereof), such Borrowers or the Agent shall, in the case of
payments to or for any Lender organized under the law of a jurisdiction outside
the United States, (i) withhold taxes from such payments at the applicable
statutory rate, or at a rate reduced by an applicable tax treaty (provided that
such Borrowers and the Administrative Agent have received forms or other
documents satisfactory to them indicating that such reduced rate applies) and
(ii) pay such Lender such payment net of any taxes withheld. To the extent that
the Borrowers are obligated hereunder, the Borrowers shall provide evidence that
such taxes of any nature whatsoever in respect of this Agreement, any Loan or
any Note shall have been paid to the appropriate taxing authorities by delivery
to the Lender on whose account such payment was made of the official tax
receipts or notarized copies of such receipts within thirty (30) days after
payment of such tax. If the Borrowers fail to make any such payment when due,
the Borrowers, on a joint and several basis, shall indemnify the Lenders for any
incremental taxes, interest or penalties that may become payable by any Lender
as a result of any such failure.


                                     - 33 -

<PAGE>   39

         Section 2.10   Reimbursement.

                (a)     Whenever any Lender shall sustain or incur any losses or
out-of-pocket expenses in connection with (i) failure by the Borrowers to borrow
any LIBOR Advance after having given notice of its intention to borrow in
accordance with Section 2.2 hereof (whether by reason of each Borrower's
election not to proceed or the non-fulfillment of any of the conditions set
forth in Article 3 hereof), or (ii) prepayment or repayment of any LIBOR Advance
in whole or in part (including a prepayment pursuant to Sections 10.2 and
10.3(b) hereof) prior to its Payment Date, the Borrowers, on a joint and several
basis, agree to pay to such Lender, upon the earlier of such Lender's demand or
the Facility C Maturity Date, an amount sufficient to compensate such Lender for
all such losses and out-of-pocket expenses. Such Lender's good faith
determination of the amount of such losses or out-of-pocket expenses, absent
manifest error, shall be binding and conclusive.

                (b)     Loss subject to reimbursement hereunder shall be any 
loss incurred by any Lender in connection with the re-employment of funds
prepaid, repaid, not borrowed, or paid, as the case may be, and the amount of
such loss shall be the excess, if any, of (i) interest or other costs to such
Lender of the deposit or other sources of funding used to make any such LIBOR
Advance for the remainder of its Interest Period over (ii) the interest earned
(or to be earned) by such Lender upon the re-lending or other redeployment of
the amount of such LIBOR Advance for the remainder of its putative Interest
Period.

         Section 2.11   Pro Rata Treatment.

                (a)     Advances. Each Advance from the Lenders under this
Agreement shall be made pro rata on the basis of their respective Facility A
Commitment Ratios, Facility B Commitment Ratios and Facility C Commitment
Ratios.

                (b)     Payments Prior to Declaration of Event of Default. Prior
to the acceleration of the Loans under Section 8.2 hereof, each payment and
prepayment of the Loans, and, except as provided in Article 10 hereof, each
payment of interest on the Loans, shall be made to the Lenders holding the
applicable Loans pro rata on the basis of their respective unpaid principal
amounts outstanding immediately prior to such payment or prepayment. If any
Lender shall obtain any payment (whether involuntary, through the exercise of
any right of set-off, or otherwise) on account of the Loans made by it in excess
of its ratable share of the Loans under its Commitment Ratio, such Lender shall
forthwith purchase from the other Lenders such participations in the Loans made
by them as shall be necessary to cause such purchasing Lender to share the
excess payment ratably with each of them; 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 such Lender shall
repay to the purchasing Lender the purchase price to the extent of such



                                     - 34 -
<PAGE>   40


recovery. The Borrowers, on a joint and several basis, agree that any Lender so
purchasing a participation from another Lender pursuant to this Section 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 the Borrowers in the amount of such
participation.

                (c)     Payments Subsequent to Declaration of Event of Default.
Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments
and prepayments made to the Administrative Agent or the Lenders or otherwise
received by any of them (from realization on Collateral for the Obligations or
otherwise) shall be distributed as follows: first, to the Administrative Agent's
reasonable costs and expenses, if any, incurred in connection with the
collection of such payment or prepayment, including, without limitation, any
reasonable costs incurred in connection with the sale or disposition of any
Collateral for the Obligations; second, to the payment of fees then due and
payable to the Lenders and any costs and expenses, if any, incurred by any of
the Lenders under Section 11.2(c) hereof; third, to any unpaid interest which
may have accrued on the Obligations; fourth, to any unpaid principal of the
Obligations pro rata based on all Loans then outstanding; fifth, to damages
incurred by the Administrative Agent or any Lender by reason of any breach
hereof or of any other Loan Document; and sixth, upon satisfaction in full of
all Obligations, to the Borrowers or as otherwise required by law.

         Section 2.12   Capital Adequacy. If any Lender shall determine that the
adoption, after the date hereof, of any Applicable Law regarding the capital
adequacy of banks or bank holding companies, or any change therein or in any
Applicable Law existing as of the date hereof, 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 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 commitment of its obligations to fund or maintain Advances hereunder to a
level below that which it could have achieved but for such adoption, change or
compliance (taking into consideration such Lender's policies with respect to
capital adequacy immediately before such adoption, change or compliance and
assuming that such Lender's capital was fully utilized prior to such adoption,
change or compliance) by an amount deemed by such Lender in good faith to be
material, then, upon the earlier of demand by such Lender or the Facility C
Maturity Date, the Borrowers, on a joint and several basis, shall immediately
pay to such Lender, such additional amounts as shall be sufficient to compensate
such Lender for such reduced return, together with interest on such amount from
the fourth (4th) day after the date of demand or the Facility C Maturity Date,
as applicable, until payment in full thereof at the Default Rate then applicable
to Base Rate Advances. Any Lender claiming compensation under this Section 2.12
shall notify the Borrowers of any event occurring after the date of this
Agreement entitling such Lender to 




                                     - 35 -

<PAGE>   41

such compensation as promptly as practicable, but in any event within forty-five
(45) days, after such Lender obtains actual knowledge thereof; provided,
however, that if such Lender fails to give such notice within forty-five (45)
days after it obtains actual knowledge of such an event, such Lender shall, with
respect to such compensation in respect of any costs resulting from such event,
only be entitled to payment under this Section 2.12 for costs incurred from and
after the date forty-five (45) days prior to the date that such Lender does give
such notice. A certificate of such Lender setting forth the amount to be paid to
such Lender by the Borrowers as a result of any event referred to in this
paragraph shall, absent manifest error, be conclusive, and, at a Borrower's
request, such Lender shall set forth the basis for such determination.


                                    ARTICLE 3

                              Conditions Precedent


         Section 3.1    Conditions Precedent to Effectiveness. The 
effectiveness of this Agreement is subject to the prior fulfillment of each of
the following conditions:

                (a)     The Administrative Agent or the Lenders, as appropriate,
shall have received each of the following, in form and substance satisfactory to
the Administrative Agent and the Lenders:

                        (i)   duly executed Notes;

                        (ii)  duly executed Security Documents;

                        (iii) opinion of counsel to the Borrowers, addressed
         to each Lender and the Administrative Agent and satisfactory to the
         Administrative Agent and its special counsel, dated the Agreement Date;

                        (iv)  a duly executed Request for Advance for any
         Advance of the Loans requested on the Agreement Date;

                        (v)   a loan certificate for each of Charter LP,
         Charter-II LP, Charter-III LP and PCTV, each substantially the form
         attached hereto as Exhibit O, including a certificate of incumbency
         with respect to each Authorized Signatory, together with appropriate
         attachments which shall include the following items: (A) a copy of the
         Certificate of Limited Partnership or Articles of Incorporation of the
         applicable Borrower, certified to be true, complete and correct by the
         Secretary of State for the state of the applicable Borrower's
         formation, (B) a true, complete and correct copy of the Partnership
         Agreement or Bylaws of the applicable Borrower, as 



                                     - 36 -
<PAGE>   42

         in effect on the date hereof, (C) a copy of the certificate or articles
         of incorporation of the applicable General Partner, certified to be
         true, complete and correct by the Secretary of State of the state of
         its incorporation, (D) a true, complete and correct copy of the by-laws
         of the General Partner of such Borrower, if any, as in effect on the
         date hereof, (E) a true, complete and correct copy of the resolutions
         of such Borrower or its General Partner, if any, authorizing it to
         execute, deliver and perform this Agreement and the other Loan
         Documents to which the applicable Borrower is party and, if applicable,
         the Assignment of General Partner Interests on its own behalf, (F)
         certificates of good standing from appropriate jurisdictions for the
         Borrower, (G) to the best of the applicable Borrower's knowledge, a
         true and correct list of all Licenses granted to the applicable
         Borrower, together with all amendments thereto through the date hereof
         and certified to be in full force and effect, copies of which shall
         have been previously provided to the Administrative Agent and its
         special counsel, (H) to the best of the applicable Borrower's
         knowledge, a true and correct list of all Pole Agreements granted to
         the applicable Borrower, together with all amendments thereto through
         the date hereof and certified to be in full force and effect, copies of
         which shall have been previously provided to the Administrative Agent
         and its special counsel, (I) a true, complete and correct copy of the
         Management Agreement for such Borrower, (J) a true, complete and
         correct description of all Liens of record on the Agreement Date with
         respect to the assets of the applicable Borrower, and (K) a true,
         complete and correct description of all litigation existing or, to the
         best of the applicable Borrower's knowledge, threatened against the
         applicable Borrower, which, if determined adversely to such Borrower
         could be reasonably likely to have a Materially Adverse Effect;

                        (vi)   the loan certificate of each Limited Partner, in
         substantially the form attached hereto as Exhibit P, including a
         certificate of incumbency for the general partner of the applicable
         Limited Partner and a certified copy of the partnership agreement for
         the applicable Limited Partner;

                        (vii)  a loan certificate of CCP-III, Inc., in
         substantially the form of Exhibit Q, attached hereto including a
         certificate of incumbency with respect to each Authorized Signatory of
         such Person, together with the following items: (A) a true, complete
         and correct copy of the Certificate of Formation or the Certificate or
         Articles of Incorporation, as applicable, of such Person as in effect
         on the Agreement Date, (B) a true, complete and correct copy of the
         Operating Agreement or the By-laws, as applicable of such Person as in
         effect on the Agreement Date, (C) certificates of good standing for
         such Person issued by the Secretary of State or similar state official
         for the state of formation or incorporation, as applicable of such
         Person and for each state in which such Person is required to qualify
         to do business (D) a true, complete and correct copy of the resolutions
         of such Person (or another appropriate Person) authorizing such Person
         to execute, deliver and perform the Loan Documents 


                                     - 37 -
<PAGE>   43


         to which it is a party and (E) a true, complete and correct copy of any
         shareholders' agreements or voting agreements in effect with respect to
         the ownership interests of such Person;

                        (viii) a duly executed Certificate of Financial
         Condition;

                        (ix)   copies of insurance binders or certificates
         covering the assets of the Borrowers, and otherwise meeting the
         requirements of Section 5.5 hereof;

                        (x)    copies of the most recent quarterly financial
         statements of each Borrower on a consolidated basis with its
         Subsidiaries; and

                        (xi)   all such other documents as the Administrative
         Agent or any Lender may reasonably request, certified by an appropriate
         governmental official or an Authorized Signatory if so requested.

                (b)     The Licenses shall be in form and substance satisfactory
to the Administrative Agent and the Lenders and the Lenders shall have received
evidence reasonably satisfactory to the Administrative Agent and the Lenders
that all Necessary Authorizations, including, without limitation, all necessary
consents to the closing of this Agreement, from the grantors of the Licenses,
have been obtained or made, are in full force and effect and are not subject to
any pending or threatened reversal or cancellation, and the Administrative Agent
and the Lenders shall have received a certificate of an Authorized Signatory so
stating.

                (c)     The Borrowers shall certify to the Administrative Agent
and the Lenders that each of the representations and warranties in Article 4
hereof are true and correct in all material respects as of the Agreement Date,
and that no Default or Event of Default then exists or is continuing and that no
material adverse changes have occurred in the financial condition, business
operations, prospects or properties of the Borrowers on a combined basis, and on
a consolidated basis with respect to each Borrower and its respective
Subsidiaries, as of the most recent fiscal year end or fiscal quarter end.

                (d)     The Administrative Agent and the Lenders shall have
received such fees as are due and payable to them on the Agreement Date.

         Section 3.2    Conditions Precedent to Each Advance. The obligation of 
the Lenders to make each Advance is subject to the fulfillment of each of the
following conditions immediately prior to or contemporaneously with such
Advance:

                (a)     All of the representations and warranties of the 
Borrowers under this Agreement, which, pursuant to Section 4.2 hereof, are made
at and as of the time of such 



                                     - 38 -
<PAGE>   44

Advance, shall be true and correct at such time in all material respects, both
before and after giving effect to the making of the Advance and application of
the proceeds of the Advance;

                (b)     The incumbency of the Authorized Signatories shall be as
stated in the certificate of incumbency contained in each Borrower's loan
certificate delivered pursuant to Section 3.1(a) hereof or as subsequently
modified and reflected in a certificate of incumbency delivered to the
Administrative Agent and the Lenders;

                (c)     With respect to Advances which, if funded, would 
increase the aggregate amount of Loans outstanding hereunder, the Administrative
Agent and the Lenders shall have received a duly executed Request for Advance;
and

                (d)     There shall not exist, on the date of the making of the
Advance and after giving effect thereto, a Default hereunder, and, with respect
to Advances other than the initial Advance, since the date of the immediately
preceding Advance which increased the outstanding principal amount of the Loans
hereunder, if any, there shall not have occurred any event which could have or
which has had a Materially Adverse Effect.


                                    ARTICLE 4

                         Representations and Warranties

         Section 4.1    Representations and Warranties. The Borrowers hereby 
agree, represent and warrant in favor of the Administrative Agent and each of
the Lenders that:

                (a)     Organization; Ownership; Power; Qualification;
Capitalization. Charter LP, Charter-II LP and Charter-III LP are each a limited
partnership duly organized, validly existing and in good standing under the laws
of the State of Delaware having the applicable General Partner as its sole
general partner. PCTV is a corporation, duly organized, validly existing and in
good standing under the laws of the State of Nevada. Each Borrower has the power
and authority to own its properties and to carry on its business as now being
and hereafter proposed to be conducted. Each Subsidiary of each Borrower which
is a corporation is a corporation duly organized, validly existing and in good
standing under the laws of the state of its incorporation and has the corporate
power and authority to its own properties and to carry on its business as now
being and as proposed hereafter to be conducted. The Borrowers and their
Subsidiaries are duly qualified, in good standing and authorized to do business
in each jurisdiction in which the character of their respective properties or
the nature of their respective businesses requires such qualification or
authorization.



                                     - 39 -
<PAGE>   45

                (b)     Authorization; Enforceability. Each Borrower has the 
power and has taken all necessary action to authorize it to borrow hereunder, to
execute, deliver and perform this Agreement and each of the other Loan Documents
to which it is a party in accordance with their respective terms, and to
consummate the transactions contemplated hereby and thereby. This Agreement has
been duly executed and delivered by the Borrowers and is, and each of the other
Loan Documents to which the Borrowers are parties, a legal, valid and binding
obligation of each Borrower enforceable in accordance with its terms, except as
such enforceability may be limited by (a) bankruptcy, insolvency,
reorganization, moratorium or similar laws of general applicability affecting
the enforcement of creditors' rights and (b) the application of general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).

                (c)     Subsidiaries; Authorization; Enforceability. The
Subsidiaries of the Borrowers and the direct and indirect ownership thereof by
the applicable Borrowers as of the Agreement Date are set forth on Schedule
4.1(c) attached hereto, and, to the extent such Subsidiaries are corporations,
the applicable Borrowers have, subject to the provisions of the Security
Documents, the unrestricted right to vote the issued and outstanding shares of
each such directly owned Subsidiary shown thereon and such shares of such
Subsidiaries have been duly authorized and issued and are fully paid and
nonassessable. Each Subsidiary of the Borrowers that is a corporation has the
corporate power and has taken all necessary corporate action to authorize it to
execute, deliver and perform each of the Loan Documents to which it is a party
in accordance with their respective terms and to consummate the transactions
contemplated by this Agreement and by such Loan Documents. Each of the Loan
Documents to which any Subsidiary of any Borrower is party is a legal, valid and
binding obligation of such Subsidiary, enforceable against such Subsidiary in
accordance with its terms, subject, as to enforcement of remedies, to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors' rights and remedies generally, and subject, as
to enforceability, to general principles of equity. The ownership interest in
each Subsidiary of any Borrower represents a direct or indirect controlling
interest by the applicable Borrower of such Subsidiary for purposes of directing
or causing the direction of the management and policies of such Subsidiary.

                (d)     Compliance with Other Loan Documents and Contemplated
Transactions. The execution, delivery and performance, in accordance with their
respective terms, by the Borrower of this Agreement and the Notes, and by the
Borrowers and their Subsidiaries of each of the other Loan Documents to which
they are respectively party, and the consummation of the transactions
contemplated hereby and thereby, do not and will not (i) require any consent or
approval not already obtained, (ii) violate any material Applicable Law
respecting any Borrower or any Subsidiary of any Borrower, (iii) conflict with,
result in a breach of, or constitute a default under any of the certificate of
limited partnership or partnership agreement, as amended, of any Borrower or any
Subsidiary of any Borrower, under the certificate or articles of incorporation
or by-laws of any General Partner, under the 



                                     - 40 -
<PAGE>   46


Licenses or the Management Agreement, or, in any material respect, under any
material indenture, agreement, or other instrument to which any Borrower or any
Subsidiary of any Borrower is a party or by which it or any of its properties
may be bound, including, without limitation, the Pole Agreements, or (iv) result
in or require the creation or imposition of any Lien upon or with respect to any
property now owned or hereafter acquired by any Borrower or any Subsidiary of
any Borrower except Permitted Liens.

                (e)     Business. The Borrowers, together with their 
Subsidiaries, are engaged solely in the business of acquiring, constructing,
operating and maintaining the cable television systems owned, leased or managed
by it and of investing in other cable television systems and engaging in other
activities relating to the cable television industry.

                (f)     Licenses, etc. To the best of the Borrowers' knowledge, 
the Licenses have been duly authorized by the grantors thereof and are in full
force and effect. The Borrowers and their Subsidiaries are in compliance in all
material respects with all of the provisions thereof. The Borrowers and their
Subsidiaries have secured all Necessary Authorizations and all such Necessary
Authorizations are in full force and effect. Neither any License nor any
Necessary Authorization is the subject of any pending or, to the best of the
Borrowers' knowledge, threatened attack or revocation. Except as described on
Schedule 4.1(f) attached hereto, there is no competitor of the Borrowers which
is currently overbuilding any territory within the System.

                (g)     Compliance with Law. The Borrowers and their 
Subsidiaries are in compliance with all Applicable Laws, non-compliance with
which could have a Materially Adverse Effect.

                (h)     Title to Assets. Except as set forth on Schedule 4.1(h)
attached hereto, the Borrowers and their Subsidiaries have good, legal and
marketable title to, or a valid leasehold interest in, all of their assets. To
the best of the Borrowers' knowledge and as disclosed on the lien searches
described in Schedule 4.1(h) hereto, none of such properties or assets is
subject to any Liens, except for Permitted Liens. To the best of the Borrowers'
knowledge and as disclosed on the lien searches described in Schedule 4.1(h)
hereto, no financing statement under the Uniform Commercial Code as in effect in
any jurisdiction and no other filing which names any Borrower or any Subsidiary
of any Borrower as debtor or which covers or purports to cover any of the assets
of any Borrower is on file in any state or other jurisdiction, and no Borrower
nor any Subsidiary of any Borrower has signed any such financing statement or
filing or any security agreement authorizing any secured party thereunder to
file any such financing statement or filing. No Borrower nor any Subsidiary of
any Borrower owns any parcel of real estate with a fair market value in excess
of $500,000, except as set forth on Schedule 4.1(h) attached hereto.


                                     - 41 -

<PAGE>   47

                (i)     Litigation. Except as described on Schedule 4.1(i) 
attached hereto, there is no action, suit, proceeding or investigation pending
against, or, to the best of the Borrowers' knowledge, threatened against or in
any other manner relating adversely to, any Borrower or any Subsidiary of any
Borrower or any of its properties, including, without limitation, the Licenses,
in any court or before any arbitrator of any kind or before or by any
governmental body which (i) calls into question the validity of this Agreement
or any other Loan Document, or (ii) could, if determined adversely to any
Borrower or any Subsidiary of any Borrower, reasonably be expected to have a
Materially Adverse Effect.

                (j)     Taxes. All federal, state and other tax returns of the
Borrowers and each of their Subsidiaries required by law to be filed have been
duly filed and all federal, state and other taxes, including, without
limitation, withholding taxes, assessments and other governmental charges or
levies required to be paid by any Borrower or any Subsidiary of any Borrower or
imposed upon any Borrower or any Subsidiary of any Borrower or any of its
properties, income, profits or assets, which are due and payable, have been
paid, except any such (x) the payment of which any Borrower or any Subsidiary of
any Borrower is diligently contesting in good faith by appropriate proceedings,
(y) for which adequate reserves have been provided on the books of such Person,
and (z) as to which no Lien other than a Permitted Lien has attached and no
foreclosure, distraint, sale or similar proceedings have been commenced. The
charges, accruals and reserves on the books of any Borrower or any Subsidiary of
any Borrower in respect of taxes are, in the judgment of the Borrowers,
adequate. All pro forma financial information provided to the Lenders in
connection with this Agreement have been based upon reasonable assumptions and
prepared in good faith.

                (k)     Financial Statements. When furnished to the 
Administrative Agent and the Lenders in accordance with Sections 6.1 and 6.2
hereof, all copies of the balance sheets and statements of income for each
Borrower on a consolidated basis with respect to each Borrower and its
Subsidiaries and on a combined basis for all Borrowers, shall be complete and
correct in all material respects and shall present fairly, in accordance with
GAAP, the financial position of each Borrower on and as at the date thereof and
the results of operations for the periods then ended. Neither the Borrowers nor
their Subsidiaries shall have material liabilities, contingent or otherwise,
other than as disclosed in the financial statements referred to in the preceding
sentence for the most recently ended fiscal year or quarter, as appropriate, and
there shall be no material unrealized losses of the Borrowers and their
Subsidiaries and no material anticipated losses of the Borrowers and their
Subsidiaries other than those which have been previously disclosed in writing to
the Administrative Agent and the Lenders and identified to the Administrative
Agent and the Lenders as such.

                (l)     ERISA. Each Borrower and each of their respective
Subsidiaries and each of their respective Plans are in material compliance with
ERISA and the Code and the Borrowers and their Subsidiaries have not incurred
any accumulated funding deficiency with respect to any such Plan within the
meaning of ERISA or the Code. The Borrowers and their 



                                     - 42 -
<PAGE>   48

Subsidiaries and each other Person which is affiliated with the Borrowers within
the meaning of Section 414 of the Code have materially complied with all
requirements of ERISA Sections 601 through 608 and Code Section 4980B. The
Borrowers and their Subsidiaries have not made any promises of retirement or
other benefits to employees, except as set forth in any Plan. The Borrowers and
their Subsidiaries have not incurred any material liability to the Pension
Benefit Guaranty Corporation in connection with any such Plan. The assets of
each such Plan which is subject to Title IV of ERISA, if any, are sufficient to
provide the benefits under such Plan payment of which the Pension Benefit
Guaranty Corporation would guarantee if such Plan were terminated, and such
assets are also sufficient to provide all other "benefit liabilities" (as
defined in ERISA Section 4001(a)(1b)) due under the Plan upon termination. No
Reportable Event has occurred and is continuing with respect to any such Plan.
No such Plan or trust created thereunder, or party in interest (as defined in
Section 3(14) of ERISA), or any fiduciary (as defined in Section 3(21) of
ERISA), has engaged in a "prohibited transaction" (as such term is defined in
Section 406 of ERISA or Section 4975 of the Code) which would subject such Plan
or any other Plan of any Borrower or any Subsidiary of any Borrower, any trust
created thereunder, or any such party in interest or fiduciary, or any party
dealing with any such Plan or any such trust to the penalty or tax on
"prohibited transactions" imposed by Section 502 of ERISA or Section 4975 of the
Code. The Borrowers and their Subsidiaries are not participants in, and are not
obligated to make any payment to, any Multiemployer Plan.

                (m)     Compliance with Regulations G, T, U and X. The 
Borrowers and their Subsidiaries are not engaged principally or as one of its
important activities in the business of extending credit for the purpose
of purchasing or carrying, and the Borrowers and their Subsidiaries do not own
or presently intend to acquire, any "margin security" or "margin stock" (herein
called "margin stock") as defined in Regulations G, T, U, and X (12 C.F.R. Parts
221 and 224) of the Board of Governors of the Federal Reserve System (the
"Regulations"). None of the proceeds of the Loans will be used, directly or
indirectly, for the purpose of purchasing or carrying any margin stock or for
the purpose of reducing or retiring any Indebtedness which was originally
incurred to purchase or carry margin stock or for any other purpose which might
constitute this transaction a "purpose credit" within the meaning of the
Regulations. Neither the Borrowers nor their Subsidiaries have taken or caused
to be authorized or taken, and will not take any action which might cause this
Agreement or the Notes to violate any of the Regulations or any other regulation
of the Board of Governors of the Federal Reserve System or to violate the
applicable provisions of the Securities Exchange Act of 1934, in each case as
now in effect or as the same may hereafter be in effect. If so requested by the
Lender, the Borrowers will furnish the Lender with (i) a statement or statements
in conformity with the requirements of Federal Reserve Forms G-3 and/or U-1
referred to in Regulations G and U of said Board of Governors and (ii) other
documents evidencing its compliance with the margin regulations, including
without limitation an opinion of counsel in form and substance satisfactory to
the Lenders. Neither the making of 


                                     - 43 -
<PAGE>   49

the Loans nor the use of proceeds thereof will violate, or be inconsistent with,
the provisions of any of the Regulations.

                (n)     Investment Company Act. The Borrowers and their 
Subsidiaries are not required to register under the provisions of the Investment
Company Act of 1940, as amended, and neither the entering into or performance by
the Borrowers and their Subsidiaries of this Agreement nor the issuance of the
Notes violates any provision of such Act or requires any consent, approval or
authorization of, or registration with, the Securities and Exchange Commission
or any other governmental or public body or authority pursuant to any provisions
of such Act.

                (o)     Government Regulation. The Borrowers and their
Subsidiaries are not required to obtain any consent, approval, authorization,
permit or license which has not already been obtained from, or effect any filing
or registration which has not already been effected with, any federal, state or
local regulatory authority in connection with the execution and delivery of this
Agreement or any other Loan Document. The Borrowers and their Subsidiaries are
not required to obtain any consent, approval, authorization, permit or license
which has not already been obtained from, or effect any filing or registration
which has not already been effected with, any federal, state or local regulatory
authorization in connection with the performance, in accordance with their
respective terms, of this Agreement or any other Loan Document, or the borrowing
hereunder, other than the filing of Uniform Commercial Code continuation
statements, filings and consents relating to the renewal of Licenses and ongoing
filings and consents relating to the Commission.

                (p)     Absence of Default. The Borrowers and their Subsidiaries
are in compliance in all material respects with all of the provisions of their
certificate of limited partnership and partnership agreement or articles of
incorporation and bylaws, as applicable, the General Partner is in compliance in
all material respects with all of the provisions of its certificate of
incorporation and by-laws, and no event has occurred or failed to occur
(including, without limitation, any matter which could create an Event of
Default hereunder by cross-default) which has not been remedied or waived, the
occurrence or non-occurrence of which constitutes, or with the passage of time
or giving of notice or both would constitute, (i) an Event of Default or (ii) a
material default by any Borrower or any Subsidiary of any Borrower under any
material indenture, agreement or other instrument, including, without
limitation, the Licenses, the Management Agreement, and material Pole
Agreements, or any judgment, decree or order to which the Borrowers and their
Subsidiaries are a party or by which the Borrowers and their Subsidiaries or any
of its properties may be bound or affected.

                (q)     Accuracy and Completeness of Information. All 
information, reports, prospectuses and other papers and data relating to the
Borrowers, their Subsidiaries, the Limited Partners, or the General Partners and
furnished by or on behalf of the Borrowers or the General Partners to the
Administrative Agent and the Lenders were, at the time furnished, 


                                     - 44 -

<PAGE>   50

complete and correct in all material respects to the extent necessary to give
the Lenders true and accurate knowledge of the subject matter. No fact or
situation is currently known to any Borrower which has had or which could
reasonably be foreseen to have a Materially Adverse Effect.

                (r)     Agreements with Affiliates and Management Agreement. 
Except for the Management Agreement and as set forth on Schedule 4.1(r) attached
hereto, the Borrowers and their Subsidiaries do not have (i) any agreements or
binding arrangements of any kind with any Affiliates or (ii) any management or
consulting agreements of any kind with any third party (including Affiliates).

                (s)     Priority. The Security Interest is a valid and perfected
security interest in the Collateral securing, in accordance with the terms of
the Security Documents, the Obligations, and the Security Interest is subject to
no Liens that are prior to, on a parity with or junior to the Security Interest
other than Permitted Liens, and the Security Documents are enforceable as
security for the Obligations in accordance with their terms with respect to the
Collateral against the Borrowers, their Subsidiaries, the General Partners, the
Limited Partners, and all other third parties other than holders of the
Permitted Liens, except as such enforceability may be limited by (a) bankruptcy,
insolvency, reorganization, moratorium or similar laws of general applicability
affecting the enforcement of creditors' rights and (b) the application of
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law) (insofar as any such law relates
to the bankruptcy, insolvency or similar event of the Borrowers, their
Subsidiaries, the General Partners, the Limited Partners, or any other Person
pledging Collateral to secure the Obligations).

                (t)     Year 2000 Compliance. Each of the Borrowers have (i)
initiated a review and assessment of all areas within its and each of its
respective Subsidiaries' businesses and operations (including those affected by
suppliers and vendors) that could be adversely affected by the "Year 2000
Problem" (this is, the risk that computer applications used by such Borrower or
any of its Subsidiaries (or its suppliers and vendors) may be unable to
recognize and perform properly date-sensitive functions involving certain dates
prior to and any date after December 31, 1999), (ii) developed a plan for
addressing the Year 2000 Problem on a timely basis, and (iii) to date,
implemented that plan. Each of the Borrowers reasonably believes that all
computer applications (including those of its suppliers and vendors) that are
material to its or any of its Subsidiaries' business and operations will on a
timely basis be able to perform properly date-sensitive functions for all dates
before and after January 1, 2000 (that is, be "Year 2000 compliant"), except to
the extent that a failure to do so could not reasonably be expected to have a
Materially Adverse Effect.

         Section 4.2    Survival of Representations and Warranties, etc. All 
representations and warranties made under this Agreement shall be deemed to be
made, and shall be true and 



                                     - 45 -
<PAGE>   51

correct, at and as of the Agreement Date, and shall be true and correct in all
material respects the date of each Advance, except to the extent previously
fulfilled in accordance with the terms hereof or modified by means of
information provided to the Administrative Agent and the Lenders pursuant to
Article 6 hereof. All representations and warranties made under this Agreement
shall survive, and not be waived by, the execution hereof by the Administrative
Agent and the Lenders, any investigation or inquiry by any of the Administrative
Agent and the Lenders, or the making of any Advance.


                                    ARTICLE 5

                                General Covenants

         So long as any of the Obligations is outstanding and unpaid or the
Borrowers shall have the right to borrow hereunder (whether or not the
conditions to borrowing have been or can be fulfilled), and unless the Majority
Lenders shall otherwise consent in writing:

         Section 5.1    Preservation of Existence and Similar Matters.  Each of 
the Borrowers will, and will cause each of its Subsidiaries to:

                (a)     preserve and maintain its existence in the state of its
formation, its material rights, franchises, licenses and privileges, including,
without limiting the foregoing, the Licenses (to the extent required to prevent
the occurrence of a Default under Section 8.1(o) hereof), all material Pole
Agreements, and all other Necessary Authorizations, and

                (b)     qualify and remain qualified and authorized to do 
business in each jurisdiction in which the character of its properties or the
nature of its businesses requires such qualification or authorization.

         Section 5.2    Business; Compliance with Applicable Law. Each of the 
Borrowers will, and will cause each of its Subsidiaries to, (a) engage solely in
the business of constructing, maintaining and operating the System and of
investing in other cable television systems and engaging in other activities
relating to the cable television industry, and (b) comply in all material
respects with the requirements of Applicable Law.

         Section 5.3    Maintenance of Properties. Each of the Borrowers will, 
and will cause each of its Subsidiaries to, maintain or cause to be maintained
in the ordinary course of business in good repair, working order and condition
(reasonable wear and tear excepted) all properties used in its business (whether
owned or held under lease), and from time to time make or cause to be made all
needed and appropriate repairs, renewals, replacements, additions, betterments
and improvements thereto.



                                     - 46 -
<PAGE>   52

         Section 5.4    Accounting Methods and Financial Records. Each of the 
Borrowers will, and will cause each of its Subsidiaries to, maintain a
system of accounting established and administered in accordance with GAAP, keep
adequate records and books of account in which complete entries will be made in
accordance with such accounting principles consistently applied and reflecting
all transactions required to be reflected by such accounting principles, and
keep accurate and complete records of its properties and assets. The Borrowers
will, and will cause each of its Subsidiaries to, maintain a fiscal year ending
on December 31st.

         Section 5.5    Insurance.  Each of the Borrowers will, and will cause 
each of its Subsidiaries to:

                (a)     Maintain insurance including, but not limited to, public
liability coverage insurance from responsible companies in such amounts and
against such risks to the Borrowers and each of their respective Subsidiaries as
shall be standard in the cable television industry for cable television
companies similar in size and location to the Borrowers on a combined basis.

                (b)     Keep its assets insured by insurers on terms and in a
manner acceptable to the Majority Lenders against loss or damage by fire, theft,
burglary, loss in transit, explosions and hazards insured against by extended
coverage, in amounts which are standard in the cable television industry for
cable television companies similar in size and location to the Borrowers on a
combined basis, all premiums thereon to be paid by the Borrowers.

                (c)     Require that each insurance policy provide for at least
thirty (30) days' prior written notice to the Administrative Agent of any
termination of or proposed cancellation or nonrenewal of such policy, and that
each insurance policy insuring assets pledged to the Administrative Agent as
Collateral for the Obligations name the Administrative Agent as additional named
loss payee to the extent of the Obligations secured by such assets. All such
amounts paid in respect of any such policy directly to the Administrative Agent
shall, provided no Default then exists, be applied to the prepayment of the
Obligations or the rebuilding or repairing of the portion of the System giving
rise to the payment of insurance benefits, as the Borrowers may elect;
otherwise, such amounts shall be applied by the Administrative Agent, (i) prior
to the acceleration of the Loans, as provided in Section 2.9(c) hereof or, if
the Majority Lenders so elect, to the prepayment of the Obligations or to the
rebuilding or repairing of the portion of the System giving rise to the payment
of insurance benefits, and any balance thereof remaining after payment in full
of the Obligations shall be paid to the Borrowers or as otherwise required by
law, and (ii) after the acceleration of the Loans, as provided under Section
2.11(c) hereof.

         Section 5.6    Payment of Taxes and Claims. Each of the Borrowers 
will, and will cause each of its Subsidiaries to, pay and discharge all taxes,
including, without limitation, 



                                     - 47 -
<PAGE>   53


withholding taxes, assessments and governmental charges or levies required to be
paid by it or imposed upon it or its income or profits or upon any properties
belonging to it prior to the date on which penalties attach thereto, and all
lawful claims for labor, materials and supplies which, if unpaid, might become a
Lien or charge upon any of its properties; except that no such tax, assessment,
charge, levy or claim need be paid which is being diligently contested in good
faith by appropriate proceedings and for which adequate reserves shall have been
set aside on the appropriate books, but only so long as such tax, assessment,
charge, levy or claim does not become a Lien or charge other than a Permitted
Lien and no foreclosure, distraint, sale or similar proceedings shall have been
commenced. Each of the Borrowers shall, and shall cause each of its Subsidiaries
to, timely file all information returns required by federal, state or local tax
authorities.

         Section 5.7    Visits and Inspections. Each of the Borrowers will, and 
will cause each of its Subsidiaries to, permit representatives of the
Administrative Agent and the Lenders upon two (2) days' prior notice, to (a)
visit and inspect the properties of any Borrower, or any Subsidiary of any
Borrower at all reasonable times, (b) inspect and make extracts from and copies
of its books and records, and (c) discuss with the principal officers of any
General Partner and any Manager, its business, assets, liabilities, financial
position, results of operations and business prospects.

         Section 5.8    Payment of Indebtedness; Loans. Subject to any 
provisions regarding subordination herein or in any other Loan Document, each of
the Borrowers will, and will cause each of its Subsidiaries to, pay any and all
of its Indebtedness when and as such Indebtedness becomes due, other than
amounts diligently disputed in good faith.

         Section 5.9    Use of Proceeds.  Each of the Borrowers will, and will
cause each of its Subsidiaries to, use the aggregate proceeds of all Advances 
under the Loans directly or indirectly to:

                (a)     refinance the Indebtedness for Money Borrowed set forth 
on Schedule 5.9 attached hereto;

                (b)     to fund Capital Expenditures permitted under Section 
7.15 hereof;

                (c)     to fund Acquisitions and Investments permitted under
Sections 7.4 and 7.6, hereof respectively;

                (d)     to fund Restricted Payments permitted under Section 7.7
 hereof;

                (e)     for working capital needs and other general corporate
purposes of the Borrowers and their respective Subsidiaries, including, without
limitation, the fees and expenses incurred in connection with the execution and
delivery of this Agreement and other 




                                     - 48 -
<PAGE>   54

costs associated with transactions contemplated by this Agreement, in each case,
which do not otherwise conflict with this Section 5.9.

         Section 5.10   Management Services. Each of the Borrowers will, and 
will cause each of its Subsidiaries to, obtain management services for the
operation of the System from one of the Managers under the terms of the
Management Agreements.

         Section 5.11   Indemnity. Each of the Borrowers will, jointly and 
severally, and will cause each of its Subsidiaries to, indemnify and hold
harmless each Lender, each Arranging Agent, each Syndication Agent, the
Administrative Agent and each of their respective employees, representatives,
officers and directors from and against any and all claims, liabilities, losses,
damages, actions, attorneys' fees and demands by any party against the Lenders,
the Arranging Agents, the Syndication Agents, the Administrative Agent or any of
them (a) resulting from any breach or alleged breach by any Borrower of any
representation or warranty made hereunder, or (b) arising out of (i) the making
or administration of the Loans, (ii) allegations of any participation by the
Lenders, the Arranging Agents, the Syndication Agents, the Administrative Agent
or any of them in the affairs of the Borrowers, or allegations that the Lender,
the Arranging Agents, the Syndication Agent, or the Administrative Agent, or any
of them, has any joint liability with the Borrowers for any reason, or (iii) any
claims against the Lenders, the Arranging Agents, the Syndication Agents or the
Administrative Agent, or any of them by any investor in or lender to the
Borrowers, for any reason whatsoever; unless, in any case referred to above, the
Person seeking indemnification hereunder is determined to have acted or failed
to act with gross negligence or willful misconduct by a non-appealable judicial
order.

         Section 5.12   Interest Rate Hedging. At all times when the ratio of 
the Total Debt to the Operating Cash Flow of the Borrowers is greater than 4.0
to 1.0, the Borrowers shall enter into and maintain one or more Interest Hedge
Agreements having a notional amount aggregating not less than fifty percent
(50%) of the principal amount of the Loans then outstanding such that the
weighted average term of all Interest Rate Hedge Agreements is not less than
eighteen (18) months from any date. Such Interest Hedge Agreements shall provide
such interest rate protection in conformity with ISDA Standards on terms
reasonably acceptable to the Administrative Agent, such terms to include
consideration of the creditworthiness of the other party to such Interest Hedge
Agreements. The requirements of this Section 5.12 may be satisfied by any
Interest Hedge Agreement which provides for an interest rate cap such that, on
the date such Interest Hedge Agreement is entered into, the interest rate
related thereto shall not exceed two percent (2%) per annum in excess of the
United States Treasury rate on the date of such Interest Hedge Agreement
customarily applicable to Interest Hedge Agreements of similar duration, as such
Treasury Rate is in effect on the date of such Interest Hedge Agreement. All
obligations of the Borrowers to the Administrative Agent or any of the Lenders
pursuant to any Interest Hedge Agreement shall rank pari passu with the
Obligations.



                                     - 49 -
<PAGE>   55

         Section 5.13   Payment of Wages. Each of the Borrowers shall, and 
shall cause each of its Subsidiaries to, at all times comply in all material
respects with the requirements of the Fair Labor Standards Act, as amended,
including, without limitation, the provisions of such Act relating to the
payment of minimum and overtime wages as the same may become due from time to
time.

         Section 5.14   Covenants Regarding Formation of Subsidiaries and 
Acquisitions. At the time of (i) any Acquisition permitted hereunder, (ii)
the purchase by any Borrower or any of the Subsidiaries of any Borrower of any
interests in any Subsidiary, or (iii) the formation of any new Subsidiary which
is permitted under this Agreement, each of the Borrowers will, and will cause
each of its Subsidiaries, as appropriate, to (a) provide to the Administrative
Agent an executed Subsidiary Security Agreement for any new Subsidiary, in
substantially the form of Exhibit N attached hereto, together with appropriate
UCC-1 financing statements, as well as an executed Subsidiary Guaranty for such
new Subsidiary, in substantially the form of Exhibit L attached hereto, which
shall constitute both Security Documents and Loan Documents for purposes of this
Agreement, as well as a loan certificate for such new Subsidiary, substantially
in the form of Exhibit S attached hereto, together with appropriate attachments;
(b) pledge to the Administrative Agent all of the stock or partnership interests
(or other instruments or securities evidencing ownership) of such Subsidiary or
Person which is acquired or formed, beneficially owned by any Borrower or any
Subsidiary of any Borrower, as the case may be, as additional Collateral for the
Obligations to be held by the Administrative Agent in accordance with the terms
of the Pledge Agreement or a new Subsidiary Pledge Agreement in substantially
the form of Exhibit M attached hereto, and execute and deliver to the
Administrative Agent all such documentation for such pledge as, in the
reasonable opinion of the Administrative Agent, is appropriate; and (c) with
respect to any Acquisition or formation of a Subsidiary, provide revised
financial projections for the remainder of the fiscal year and for each
subsequent year until the Facility C Maturity Date which reflect such
Acquisition or formation, certified by the Chief Financial Officer of the
appropriate Borrower, together with a statement by such Person that no Default
exists or would be caused by such Acquisition or formation, and all other
documentation, including one or more opinions of counsel, reasonably
satisfactory to the Administrative Agent which in its reasonable opinion is
appropriate with respect to such Acquisition or the formation of such
Subsidiary. Any document, agreement or instrument (other than the Projections)
executed or issued pursuant to this Section 5.14 shall be a "Loan Document" for
purposes of this Agreement.

         Section 5.15   Further Assurances. Each of the Borrowers will, and 
will cause each of its Subsidiaries to, promptly cure, or cause to be cured,
defects in the creation and issuance of any of the Notes and the execution and
delivery of the Loan Documents (including, without limitation, this Agreement),
resulting from any acts or failures to act by any 




                                     - 50 -
<PAGE>   56

Borrower or any of its Subsidiaries or any employee or officer thereof. The
Borrowers at their expense will promptly execute and deliver to the
Administrative Agent and the Lenders, or cause to be executed and delivered to
the Administrative Agent and the Lenders, all such other and further documents,
agreements, and instruments in compliance with or accomplishment of the
covenants and agreements in the Loan Documents, including this Agreement, or to
correct any omissions in the Loan Documents, or more fully to state the
obligations set out herein or in any of the Loan Documents, or to obtain any
consents, all as may be necessary or appropriate in connection therewith and as
may be reasonably requested.

         Section 5.16   Year 2000 Compliance. Each of the Borrowers will 
promptly notify the Administrative Agent in the event such Borrower is made
aware of or determines that any computer application (including those of its
suppliers and vendors) that is material to the business and operation of the
Borrower or of any of such Borrower's Subsidiaries will not be Year 2000
compliant on a timely basis, except to the extent that such failure could not
reasonably be expected to have a Materially Adverse Effect.

         Section 5.17   LaGrange Sale-Leaseback. Notwithstanding anything 
herein to the contrary and subject to the approval of the Arranging Agents,
Charter, LP may complete the LaGrange Sale-Leaseback.


                                    ARTICLE 6

                              Information Covenants

         So long as any of the Obligations is outstanding and unpaid or the
Borrowers have a right to borrow hereunder (whether or not the conditions to
borrowing have been or can be fulfilled) and unless the Majority Lenders shall
otherwise consent in writing, the Borrowers will furnish or cause to be
furnished to each Lender and to the Administrative Agent at their respective
offices:

         Section 6.1    Quarterly Financial Statements and Information. Within 
forty-five (45) days after the last day of each quarter in each fiscal year of
the Borrowers, the balance sheets of the Borrowers, on a combined and combining
basis, as at the end of such quarter and the related statement of income of the
Borrowers, on a combined and combining basis, for such quarter and for the
elapsed portion of the year ended with the last day of such quarter, which shall
be certified by qualified officers of the Borrowers, to be, in his or her
opinion, complete and correct in all material respects and to present fairly, in
accordance with GAAP, the financial position of the Borrowers, on a combined and
combining basis, as at the end of such period and the results of operations for
such period, and for the elapsed portion of the year ended with the last day of
such period, subject only to normal year-end adjustments.



                                     - 51 -
<PAGE>   57


         Section 6.2    Annual Financial Statements and Information; 
Certificate of No Default. Within one hundred twenty (120) days after the end
of each fiscal year of the Borrowers, (i) the balance sheet of the Borrowers, on
a combined and  combining basis, at the end of such fiscal year and the related
statement of income and retained earnings and related statement of cash flows of
the Borrowers, on a combined and combining basis, for such fiscal year, which
financial statements, shall set forth in comparative form such figures as at the
end of and for the previous fiscal year, as applicable, and shall be accompanied
by an opinion of independent certified public accountants of recognized standing
reasonably satisfactory to the Majority Lenders, together with a statement of
such accountants (A) to the effect that their audit examination has included a
review of Sections 7.7, 7.8, 7.9, 7.10 and 7.15 of this Agreement and the Notes
as they relate to accounting matters, (B) as to whether, in connection with
their audit examination, any Default has come to their attention and if such a
Default has come to their attention, specifying the nature and period of
existence thereof, and (C) that such accountants have authorized the Borrowers
to deliver such financial statements and opinion thereon to the Administrative
Agent and the Lenders pursuant to this Agreement; and (ii) the statement of
income of the Borrowers, on a combined and combining basis, for each grouping of
the System then utilized by the Borrowers as at the end of each fiscal year of
the Borrowers, which shall be certified by a qualified officer of the Borrowers,
to be, in his or her opinions complete and correct in all material respects and
to present fairly, in accordance with GAAP, the financial position of such
grouping as at the end of such period and the results of operations for such
period.

         Section 6.3    Monthly Operating Reports. Within forty-five (45) days 
from the last day of each month, a monthly operating report of the Borrowers, on
a combined and combining basis, in substantially the form attached hereto as
Exhibit R.

         Section 6.4    Performance Certificates. At the time the financial 
statements are furnished pursuant to Sections 6.1 and 6.2, a certificate of an
Authorized Officer in form and substance satisfactory to the Majority Lenders:

                (a)     setting forth as at the end of such quarterly period or
fiscal year, as the case may be, the arithmetical calculations required to
establish (i) any adjustment to the Applicable Margins, as provided for in
Section 2.3(f) hereof, and (ii) whether or not the Borrower was in compliance
with the requirements of Sections 7.7, 7.8, 7.9, 7.10 and 7.15 hereof; and

                (b)     stating that, to the best of his or her knowledge, no
Default or Event of Default has occurred as at the end of such quarterly period
or year, as the case may be, or, if a Default or an Event of Default has
occurred, disclosing each such Default or Event of Default and its nature, when
it occurred, whether it is continuing and the steps being taken by the Borrowers
with respect to such Default or Event of Default.




                                     - 52 -
<PAGE>   58


         Section 6.5    Copies of Other Reports.

                (a)     Promptly upon receipt thereof, copies of all reports, if
any, submitted to any Borrower or any Subsidiary of such Borrower in connection
with an audit of such Borrower by such Borrower's independent public
accountants, including, without limitation, any management report prepared in
connection with the annual audit referred to in Section 6.2 hereof.

                (b)     No later than March 1st of each year, a copy of the 
annual budget for the Borrowers, on a combined basis, for such calendar year,
including the budget for Capital Expenditures.

                (c)     Promptly upon receipt thereof by an Authorized Officer,
copies of any material notice or report regarding any License from the grantor
of such License or regarding the System or any License from the Commission with
respect to (i) the suspension, revocation or modification of any License, (ii) a
denial of a request for a rate change, (iii) disciplinary proceedings involving
the Borrowers or their Subsidiaries, (iv) notice of default or other
non-compliance by the Borrowers or their Subsidiaries under any License, or (v)
any similar event or occurrence.

                (d)     Promptly after the sending thereof, copies of all 
reports, statements and other information which the Limited Partners or Charter
Holdings or any Limited Partner sends to any of its security holders generally
or which it files with the Securities and Exchange Commission; provided,
however, that if Charter Holdings ceases to be required to file financial
statements with the Securities and Exchange Commission, the Borrowers shall
provide to the Administrative Agent and the Lenders (i) within forty-five (45)
days after the end of each calendar quarter, an unaudited balance sheet for each
of the Limited Partners and Charter Holdings, and (ii) within one hundred twenty
(120) days after the end of each calendar year an audited balance sheet for each
of the Limited Partners and Charter Holdings.

                (e)     From time to time and promptly upon each request, such
data, certificates, reports, statements, opinions of counsel, documents or
further information regarding the business, assets, liabilities, financial
position, projections, results of operations or business prospects of the
Borrowers and their Subsidiaries, as the Administrative Agent or any Lender
reasonably may request.

         Section 6.6    Notice of Litigation and Other Matters. Prompt notice 
of the following events after an Authorized Officer of any Borrower or any
Subsidiary of any Borrower has received notice or otherwise become aware
thereof:



                                     - 53 -
<PAGE>   59

                (a)     the commencement of all proceedings and investigations 
by or before any governmental body and all actions and proceedings in any court
or before any arbitrator against or to the extent known to the Borrowers in any
other way relating directly to the Borrowers, their Subsidiaries, either Manager
or the General Partners, or any of their respective properties, assets or
businesses or any License and which could reasonably be expected to have a
Materially Adverse Effect;

                (b)     any material adverse change with respect to the 
business, assets, liabilities, financial position, results of operations or
business prospects of the Borrowers, their Subsidiaries, either Manager or the
General Partners other than changes in the ordinary course of business which
have not had and are not likely to have a Materially Adverse Effect;

                (c)     any material amendment or change to any budget submitted
under Section 6.5(b) hereof for the operation of the System;

                (d)     any Default or the occurrence or non-occurrence of any 
event (i) which constitutes, or which with the passage of time or giving of
notice or both would constitute a default by any of the Borrowers, their
Subsidiaries or the General Partners under any material agreement other than
this Agreement to which such Borrower, such Subsidiary of any Borrower or such
General Partner is party or by which any of its properties may be bound, or (ii)
which could reasonably be expected to have a Materially Adverse Effect, giving
in each case the details thereof and specifying the action proposed to be taken
with respect thereto;

                (e)     the occurrence of any Reportable Event or a "prohibited
transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of
the Code) with respect to any Plan of the Borrowers or any of their Subsidiaries
or the institution or threatened institution by the Pension Benefit Guaranty
Corporation of proceedings under ERISA to terminate or to partially terminate
any such Plan or the commencement or threatened commencement of any litigation
regarding any such Plan or naming it or the trustee of any such Plan with
respect to such Plan; and

                (f)     the occurrence of any event subsequent to the Agreement 
Date which, if such event had occurred prior to the Agreement Date, would have
constituted an exception to the representation and warranty in Section 4.1(l) of
this Agreement.



                                     - 54 -
<PAGE>   60


                                    ARTICLE 7

                               Negative Covenants

         So long as any of the Obligations is outstanding and unpaid or the
Borrowers have a right to borrow hereunder (whether or not the conditions to
borrowing have been or can be fulfilled) and unless the Majority Lenders shall
otherwise give their prior consent in writing:

         Section 7.1    Indebtedness of the Borrower. None of the Borrowers 
shall, nor shall any permit any of its Subsidiaries to, create, assume, incur or
otherwise become or remain obligated in respect of, or permit to be outstanding,
any Indebtedness except:

                (a)     Indebtedness under this Agreement and the Notes;

                (b)     Accounts payable, subscriber deposits, accrued expenses 
and customer advance payments incurred in the ordinary course of business, which
are (1) current or (2) being contested in good faith by appropriate proceedings
and for which such Borrowers has established adequate reserves on its books;

                (c)     Capitalized Lease Obligations associated with the 
La Grange Sale-Leaseback in an amount not in excess of $15,000,000;

                (d)     Accrued but unpaid management fees and any interest 
thereon due pursuant to the Management Agreement, subject to the terms of the
Subordination of Management Fees Agreement;

                (e)     Indebtedness of the Borrowers (including, without
limitation, Indebtedness secured by Permitted Liens) in an aggregate outstanding
principal amount at any time not to exceed $75,000,000; provided, however, that
(1) such Indebtedness shall have no terms or conditions (including, without
limitation, covenants and defaults) which are more restrictive than those set
forth in this Agreement, and (2) on the date of incurrence thereof, there exists
no Default prior to and after giving effect to such Indebtedness.

                (f)     Obligations of the Borrowers under Interest Hedge
Agreements;

                (g)     Indebtedness arising under payment and performance 
bonds and letters of credit issued for such Borrower's account in the ordinary
course  of such Borrower's business in favor of the grantors of the Licenses,
programming agreements not defined and the Pole Agreements, in an aggregate
amount not to exceed $10,000,000; and




                                     - 55 -
<PAGE>   61

                (h)     Other unsecured Indebtedness for Money Borrowed in an
aggregate amount not to exceed $10,000,000.

         Section 7.2    Limitation on Liens. None of the Borrowers shall, nor 
shall any permit any of its Subsidiaries to, create, assume, incur or permit to
exist or to be created, assumed, incurred or permitted to exist, directly or
indirectly, any Lien on any of its properties or assets, whether now owned or
hereafter acquired, except for Permitted Liens, and shall not undertake,
covenant or agree with any third party that it will not create, assume, incur or
permit to exist or to be created, assumed, incurred or permitted to exist any
Lien on any of its assets or properties (other than property subject to a
Permitted Lien) referred to in clause (e) or (i) of the definition of Permitted
Liens.

         Section 7.3    Amendment and Waiver. None of the Borrowers shall, nor 
shall any of its Subsidiaries to, enter into any amendment of, or agree to or
accept or consent to any waiver of any of the provisions of (a) its certificate
of limited partnership or partnership agreement or any articles or certificate
of incorporation or bylaws, as applicable, (b) either Management Agreement which
increases the management fees payable thereunder or which materially alters the
duties and obligations of the applicable Manager thereunder, (c) any Loan
Document, or (d) any License. The foregoing notwithstanding, (A) any such
partnership agreement, certificate of limited partnership or any License may be
amended or modified without the prior written consent of the Lenders provided
(i) each such amendment or modification is of a purely administrative nature or
is required by law, (ii) no such amendment or modification affects the rights of
the Lenders under the Loan Documents, and (iii) copies of all documents
evidencing or related to such amendment or modification are furnished to
Administrative Agent and the Lenders within five (5) days of its effective date
and (B) any Licenses may be amended or modified without the prior written
consent of the Lenders; provided, however, that such Licenses account for less
than (i) five percent (5%) of the Borrowers' Basic Subscribers, on a combined
basis in the aggregate, during any calendar year and (ii) twenty percent (20%)
of the Borrowers' Basic Subscribers, on a combined basis in the aggregate,
during the term hereof.

         Section 7.4    Liquidation, Change in Ownership, Disposition or 
Acquisition of Assets.

                (a)     None of the Borrowers shall, nor shall any permit its
Subsidiaries to, at any time (i) liquidate or dissolve itself (or suffer any
liquidation or dissolution) or otherwise wind up, (ii) enter into any merger,
(iii) create any Subsidiary, or (iv) sell, lease, abandon, transfer or otherwise
dispose of (excluding sales, leases, transfers or other dispositions in the
ordinary course of such Borrower's business) any of its assets, property or
business to the extent that the fair market value of such assets exceeds
$20,000,000 in the aggregate during the term hereof; provided, however, that the
Borrowers may enter into Permitted Asset Swaps. All Net Proceeds received by the
Borrowers or their Subsidiaries from any sale, 





                                     - 56 -
<PAGE>   62

lease, transfer or other disposition permitted hereunder (excluding such sales,
leases, transfers or other dispositions in the ordinary course of the Borrowers'
or their Subsidiaries' businesses and Permitted Asset Swaps) shall be used to
repay or prepay on the closing date of such sale an identical amount of the
outstanding principal amount of the Loans to the extent required under Section
2.7 hereof. In the event any of the Borrowers or any of its Subsidiaries sell or
otherwise disposes of any assets in accordance with this Section, the
Administrative Agent and the Lenders will, upon receipt of the Net Proceeds of
such sale or other disposition in repayment of the Loans to the extent required
under Section 2.7 hereof, release their Liens on the assets so sold, leased,
transferred or otherwise disposed.

                (b)     None of the Borrowers shall, nor shall any permit its
Subsidiaries to, at any time acquire any assets, property or business of any
other Person, or acquire stock, partnership or other ownership interests in any
other Person, other than (i) in the ordinary course of business of such Borrower
and its Subsidiaries, (ii) as permitted by the limitations on Capital
Expenditures set forth in Section 7.15 hereof, and (iii) Acquisitions of cable
television systems for an aggregate purchase price not to exceed $25,000,000.

                (c)     As applicable none of the Borrowers shall, nor shall any
permit its Subsidiaries to, add any new general partner or limited partner,
change its general partner, or issue any additional equity (except as permitted
under Section 2.7(d) hereof).

         Section 7.5    Limitation on Guaranties. None of the Borrowers shall,
nor shall any permit its Subsidiaries to, at any time Guaranty, assume, be
obligated with respect to, or permit to be outstanding any Guaranty of, any
obligation of any other Person  other than (a) Guaranties by endorsement of
negotiable instruments for collection in the ordinary course of business, (b)
obligations under agreements of the Borrowers and their Subsidiaries entered
into in connection with the acquisition of services, supplies and equipment in
the ordinary course of business of the Borrowers and their Subsidiaries, and
(c) Guaranties described in Section 7.1(g) hereof.

         Section 7.6    Investments. None of the Borrowers shall, nor shall any
permit its Subsidiaries to, make any loan or advance, or otherwise acquire for
a consideration evidences of Indebtedness, capital stock or other securities of
any Person; provided, however, that (a) any Borrower may (i) purchase 
marketable, direct obligations of the United States of America maturing within
three hundred sixty-five (365) days of the date of purchase, (ii) purchase
commercial paper issued by corporations, each of which conducts a substantial
part of its business in the United States of America, maturing within one
hundred and eighty (180) days from the date of the original issue thereof, and
rated "P-1" or better by Moody's Investors Service, (iii) purchase repurchase
agreements and certificates of deposit maturing within three hundred sixty-five
(365) days of the date of purchase which are issued by any Lender or by a
United States national or state bank having capital, surplus and undivided
profits totaling more than $250,000,000 and rated "A" or better by Moody's
Investors 



                                     - 57 -
<PAGE>   63

Service, and (iv) make loans and advances to officers and employees, in an
aggregate outstanding amount not to exceed $350,000, and advances to suppliers,
in an aggregate outstanding amount (together with all loans and advances to
employees and officers) not to exceed $750,000 at any time, and, in each case,
in the ordinary course of the Borrowers' and their Subsidiaries' business, (b)
so long as no Event of Default then exists or would be caused thereby, any
Borrower may (i) make Acquisitions to the extent permitted under Section 7.4(b)
hereof and (ii) make investments in communications related assets in an
aggregate amount during the term hereof not to exceed $20,000,000.

         Section 7.7    Restricted Payments and Purchases. None of the 
Borrowers  shall, nor shall any permit their Subsidiaries to, directly or
indirectly declare or make any Restricted Payment or Restricted Purchase;
provided, however, that each of the Borrowers may and may permit its 
Subsidiaries to:

                (a)     incur management fees under the Management Agreement in 
an amount not to exceed five percent (5%) of such Borrowers' gross revenues, on
a combined basis and on a consolidated basis with respect to each Borrower and
its Subsidiaries for any fiscal period, and in any case subject to the
provisions of the Subordination of Management Fees Agreement;

                (b)     so long as no Default hereunder then exists or would be
caused thereby, during the period from the Agreement Date through and including
December 31, 2003, (i) pay up to sixty percent (60%) of the fees currently due
and payable under the Management Agreement to the extent such fees were
permitted to be incurred under Section 7.7(a) hereof (except that after December
31, 2003, the Borrowers shall pay no management fees) and (ii) in the event that
payment of such management fees have previously been deferred as a result of a
Default or otherwise under this Section 7.7(b), pay such previously deferred
management fees in an amount up to sixty percent (60%) of all management fees
incurred during the term of this Agreement (to the extent that such fees were
permitted to be incurred under Section 7.7(a) hereof);

                (c)     so long as no Default then exist, or would be caused
thereby, the Borrowers may make Restricted Payments, directly or indirectly, to
Southeast and Charter Holding solely for the purpose of making interest payments
with respect to the Southeast Notes and the Charter Holdings Debentures,
respectively, or any Replacement Notes and for audit fees, professional fees and
other administrative expenses not to exceed $300,000 in the aggregate for any
calendar year; and

                (d)     so long as no Default then exist or would be caused
thereby, and so long as the ratio of Total Debt to Annualized Operating Cash
Flow (determined as of the end of the most recently completed fiscal quarter) is
less than 4.50 to 1, the Borrowers may make any Restricted Payment;




                                     - 58 -
<PAGE>   64

         Section 7.8    Total Debt to Annualized Operating Cash Flow Ratio. (a) 
As of the end of any calendar quarter, and (b) at the time of any Advance (after
giving effect to such Advance) for any Acquisition or Investment or for more
than $20,000,000, the Borrowers shall not permit the ratio of Total Debt to
Annualized Operating Cash Flow for the fiscal quarter end being tested in the
case of Section 7.8(a) above, or the most recent fiscal quarter end for which
financial statements are required to have been provided to the Administrative
Agent and the Lenders pursuant to Sections 6.1 and 6.2 hereof in the case of
Section 7.8(b) above and after giving effect to the Advance as of such date, to
exceed the ratios set forth below for calculation dates using financial
statements for periods ending during the periods shown below:

<TABLE>
<CAPTION>

                           Period                                                      Ratio
                           ------                                                      -----
           <S>                                                                         <C>  
           The Agreement Date through March 31, 2000                                   5.25:1
           April 1, 2000 through March 31, 2001                                        5.00:1
           April 1, 2001 through March 31, 2002                                        4.50:1
           April 1, 2002 through March 31, 2003                                        4.00:1
           April 1, 2003 and thereafter                                                3.50:1
</TABLE>

         Section 7.9    Annualized Operating Cash Flow to Fixed Charges Ratio. 
As of the end of each calendar quarter commencing on December 31, 2001 and
continuing until the Facility C Maturity Date, the Borrowers shall not permit
the ratio of Annualized Operating Cash Flow for the fiscal quarter end being
tested to Fixed Charges for the twelve (12) calendar months immediately
preceding the calculation date to be less than 1.0 to 1.0.

         Section 7.10   Annualized Operating Cash Flow to Pro Forma Debt 
Service. (a) As of the end of any fiscal quarter, and (b) at the time of any
Advance (after giving effect to such Advance) for any Acquisition or Investment
or for more than $20,000,000, the Borrowers shall not permit the ratio of
Annualized Operating Cash Flow for the fiscal quarter end being tested in the
case of Section 7.10(a) above, or the most recent fiscal quarter end for which
financial statements are required to be delivered to the Administrative Agent
pursuant to Sections 6.1 and 6.2 hereof in the case of Section 7.10(b) above, to
Pro Forma Debt Service for the immediately succeeding four (4) calendar quarters
to be less than the ratios set forth below for the calculation dates using
financial statements for periods ending during the periods shown below:


                                     - 59 -
<PAGE>   65


<TABLE>
<CAPTION>

                          Period                                                       Ratio
                          ------                                                       -----

           <S>                                                                         <C>
           The Agreement Date through December 31, 2000                                1.25:1
           January 1, 2001 through December 31, 2003                                   1.15:1
           January 1, 2004 and thereafter                                              1.10:1
</TABLE>


         Section 7.11   Affiliate Transactions. Except as specifically provided 
herein, none of the Borrowers shall at any time engage in any transaction with
an Affiliate, nor make an assignment or other transfer of any of its properties
or assets to any Affiliate on terms less advantageous to such Borrower than
would be the case if such transactions had been effected on an arm's length
basis with a non-Affiliate. In addition, the Borrowers shall receive the benefit
of any discounts, rebates or special payment terms for pay television
programming available to any of the General Partners or the Managers which such
General Partner or such Manager, as the case may be, is permitted to pass
through to the Borrowers, but which are not available to the Borrowers from a
non-Affiliate.

         Section 7.12   Real Estate. None of the Borrowers shall, nor shall any 
permit any of its Subsidiaries to, purchase or become obligated to purchase real
estate (other than easements, rights-of-way, restrictions and other similar
encumbrances on the use of real property or in connection with an Acquisition
which does not have real estate as a significant component), other than
purchases, with a value of less than $500,000 for any single purchase, and less
than $1,000,000 in the aggregate for all purchases after the Agreement date.

         Section 7.13   Limitation on Leases. None of the Borrowers shall, nor 
shall any permit any of its Subsidiaries to, make or be or become obligated to
make any payment in respect of any obligations as lessee under a lease, except
for (x) payments under leases to be used in connection with the operation of its
business which, when aggregated with all other payments under such leases by the
Borrowers would not exceed in the aggregate during any one fiscal year of the
Borrowers, $1,500,000, and during the term of this Agreement, $15,000,000, and
(y) payments relating to Capitalized Lease Obligations.

         Section 7.14   ERISA Liabilities. None of the Borrowers shall, nor 
shall any permit any of its Subsidiaries to, allow any of its Plans to have an
accumulated funding deficiency as defined in Code Section 4971(c)(ii) and
measured at the end of the plan year. The Borrowers shall not, nor shall any
permit any of its Subsidiaries to, become a participant in any Multiemployer
Plan.



                                     - 60 -
<PAGE>   66

         Section 7.15   Capital Expenditures. None of the Borrowers shall, nor 
shall any permit any of its Subsidiaries to, permit the aggregate amount of its
Capital Expenditures in any period set forth below to exceed as of the end of
such period the sum of (a) the limit for such period, as set forth below, plus
(b) any unexpended portion of the Capital Expenditures limit set forth below for
the immediately preceding period.


<TABLE>
<CAPTION>

                                                                                     Capital
                              Period                                           Expenditures Limit
                              ------                                           ------------------
           <S>                                                                         <C>
           January 1, 1998 through December 31, 1998                               $ 97,000,000
           January 1, 1999 through December 31, 1999                               $102,000,000
           January 1, 2000 through December 31, 2000                               $ 81,000,000
           January 1, 2001 through December 31, 2001                               $ 58,000,000
</TABLE>


                                    ARTICLE 8

                                     Default

         Section 8.1    Events of Default. Each of the following shall 
constitute an Event of Default, whatever the reason for such event and whether
it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment or order of any court or any order, rule or regulation
of any governmental or non-governmental body:

                (a)     Any material representation or warranty made under this
Agreement shall prove incorrect or misleading in any material respect when made
or deemed to be made pursuant to Section 4.2 hereof;

                (b)     The Borrowers shall default in the payment of (i) any
interest under the Notes, or any of them, or fees or other amounts payable
hereunder or under any other Loan Document, when due, which Default is not cured
within five (5) days from the date such payment shall become due, or (ii) any
principal under the Notes, or any of them, when due;

                (c)     The Borrowers shall default (i) in the performance or
observance of any agreement or covenant contained in Article 7 hereof, or (ii)
in providing any financial statement or report under Article 6 hereof which
would permit the Administrative Agent and the Lenders to determine whether the
Borrowers were in Default under Article 7 hereof;

                (d)     The Borrowers shall default in the performance or 
observance of any other agreement or covenant contained in this Agreement not
specifically referred to elsewhere in this Section 8.1, and such default shall
not be cured to the Majority Lenders' 



                                     - 61 -
<PAGE>   67

satisfaction within a period of thirty (30) days from the date on which any
Authorized Officer becomes aware or receives notice of the occurrence of such
default;

                (e)     There shall occur any default in the performance or
observance of any agreement or covenant or material breach of any representation
or warranty contained in any of the Loan Documents (other than this Agreement or
as otherwise provided in Section 8.1 of this Agreement), which shall not be
cured to the Majority Lenders' satisfaction within a period of thirty (30) days
from the date on which any Authorized Officer becomes aware or receives notice
of the occurrence of such default;

                (f)     There shall be entered a decree or order for relief in
respect of any of the Borrowers, any Subsidiary of any Borrower, any Limited
Partner, or any General Partner under Title 11 of the United States Code, as now
constituted or hereafter amended, or any other applicable federal or state
bankruptcy law or other similar law, or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or similar official of any Borrower,
any Subsidiary of any Borrower, any Limited Partner, or any General Partner or
of any substantial part of their properties, or ordering the winding-up or
liquidation of the affairs of any Borrower, any Subsidiary, any Limited Partner,
or any General Partner or an involuntary petition shall be filed against any
Borrower, any Subsidiary of any Borrower, any Limited Partner, or any General
Partners, and (i) such petition shall not be diligently contested, or (ii) any
such petition shall continue undismissed for a period of sixty (60) consecutive
days;

                (g)     Any Borrower, any Subsidiary of any Borrower, any 
Limited Partner, or any General Partner shall file a petition, answer or consent
seeking relief under Title 11 of the United States Code, as now constituted or
hereafter amended, or any other applicable federal or state bankruptcy law or
other similar law, or any Borrowers, any Subsidiary of any Borrower, any Limited
Partners, or any General Partners shall consent to the institution of
proceedings thereunder or to the filing of any such petition or to the
appointment or taking of possession of a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of any Borrower, any
Subsidiary of any Borrower, any Limited Partner, or any General Partner or of
any substantial part of their properties, or any Borrower, any Subsidiary of any
Borrower, any Limited Partner, or any General Partner shall fail generally to
pay their debts as they become due, or any Borrower, any Subsidiary of any
Borrower, any Limited Partner or any General Partners shall take any action in
furtherance of any such action;

                (h)     A final judgment shall be entered by any court against 
any Borrower, any Subsidiary of any Borrower, any Limited Partner, or any
General Partner for the payment of money which exceeds any insurance coverage
which is uncontested by the insurance carrier by $3,000,000 or more, or a
warrant of attachment or execution or similar process shall be issued or levied
against property of any Borrower, any Subsidiary of any Borrower or any General
Partner which, together with all other such property of any 




                                     - 62 -
<PAGE>   68

Borrower, any Subsidiary of any Borrower, any Limited Partner, or any General
Partner subject to other such process, exceeds in value any insurance coverage
which is uncontested by the insurance carrier by $3,000,000 or more in the
aggregate, and if, within thirty (30) days after the entry, issue or levy
thereof, such judgment, warrant or process shall not have been paid or
discharged or stayed pending appeal, or if, after the expiration of any such
stay, such judgment, warrant or process shall not have been paid or discharged;

                (i)     There shall be at any time any "accumulated funding
deficiency," as defined in ERISA or in Section 412 of the Code, with respect to
any Plan maintained by any Borrower, or to which any Borrower has any
liabilities, or any trust created thereunder; or a trustee shall be appointed by
a United States District Court to administer any such Plan; or the Pension
Benefit Guaranty Corporation shall institute proceedings to terminate any such
Plan; or any Borrower shall incur any liability to the Pension Benefit Guaranty
Corporation in connection with the termination of any such Plan; or any Plan or
trust created under any Plan of a Borrower shall engage in a "prohibited
transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of
the Code) which would subject any such Plan, any trust created thereunder, any
trustee or administrator thereof, or any party dealing with any such Plan or
trust to the tax or penalty on "prohibited transactions" imposed by Section 502
of ERISA or Section 4975 of the Code; or any Borrower shall enter into or become
obligated to contribute to a Multiemployer Plan;

                (j)     Any Materially Adverse Effect shall occur, or any event
shall occur which has a materially adverse effect upon the business, assets,
liabilities, financial condition, results of operations or business prospects of
any of the General Partners;

                (k)     There shall occur any default which entitles the 
holders  to accelerate the maturity thereof under any agreement or instrument
evidencing Indebtedness of any Borrower or any Subsidiary of any Borrower, in
each case, in an aggregate principal amount exceeding $3,000,000, or there
shall occur any material default under any Interest Hedge Agreement having a
notional principal amount of $3,000,000 or more;

                (l)     There shall occur any default which entitles the 
holders  to accelerate the maturity thereof under any agreement or instrument
evidencing Indebtedness for Money Borrowed of any General Partner, any Limited
Partner, Charter Holdings, or Southeast, in an aggregate principal amount 
exceeding $3,000,000;

                (m)     Any of the Borrowers shall at any time fail to obtain
management services pursuant to the Management Agreements, for itself and its
Subsidiaries, from the applicable Manager or any permitted transferee, successor
or assignee of the applicable Manager agreed to in writing by the Majority
Lenders for a period of thirty (30) consecutive days, or there shall occur any
event which could have a materially adverse effect upon the ability of the
applicable Manager or any permitted transferee, successor or assignee of the




                                     - 63 -
<PAGE>   69


applicable Manager permitted by Section 5.10 hereof or as otherwise agreed to in
writing by the Majority Lenders to fulfill its obligations under the applicable
Management Agreement and the possibility that such event could have such a
materially adverse effect shall continue to exist on the thirty-first (31st) day
after the occurrence of such event;

                (n)     Any one or more of the following shall occur with 
respect to Licenses which account for five percent (5%) or more of the Basic
Subscribers of the Borrowers and their Subsidiaries:

                     (i)   any License shall be revoked and such revocation
         shall not be waived or stayed, or there shall occur a material default
         by the Borrowers or their Subsidiaries under any License which shall
         not have been waived within thirty (30) days of the occurrence thereof,
         or any proceedings shall in any way be brought to challenge (and shall
         continue uncontested for a period of thirty (30) days) the validity or
         enforceability of any License, or

                     (ii)  a proceeding for the renewal of any License shall
         not be commenced at least nine (9) months prior to its expiration, or

                     (iii) any License shall expire due to termination,
         nonrenewal or for any other reason, which, together with any other such
         Licenses described in this Section 8.1(o), account for five percent
         (5%) or more of the Basic Subscribers;

                (o)     Any material provision of any Loan Document shall at any
time and for any reason be declared to be null and void, or a proceeding shall
be commenced by the Borrowers or their Subsidiaries, or by any governmental
authority (other than the grantor of any License in a proceeding pertaining to
such License) having jurisdiction over the Borrowers or their Subsidiaries,
seeking to establish the invalidity or unenforceability thereof (exclusive of
questions of interpretation of any provision thereof), or the Borrowers or their
Subsidiaries shall deny that it has any liability or obligation for the payment
of principal or interest purported to be created under any Loan Document;

                (p)     Any Security Document shall for any reason, fail or 
cease (except by reason of lapse of time) to create a valid and perfected and,
except to the extent permitted by the terms hereof or thereof, first priority
lien on or security interest in any material portion of the Collateral purported
to be covered thereby;

                (q)     Each General Partner shall cease to be the sole general
partner of its respective Borrower; and

                (r)     There shall occur any Change of Control.


                                     - 64 -
<PAGE>   70


         Section 8.2    Remedies.  If an Event of Default shall have
occurred and shall be continuing:

                (a)     With the exception of an Event of Default specified in
Section 8.1(g) or (h) hereof, the Administrative Agent, at the direction of the
Majority Lenders, shall (i) terminate the Commitment, and (ii) declare the
principal of and interest on the Loans and the Notes and all other amounts owed
under this Agreement, the Notes and the other Loan Documents to be forthwith due
and payable without presentment, demand, protest or notice of any kind, all of
which are hereby expressly waived, anything in this Agreement, the Notes, or the
other Loan Documents to the contrary notwithstanding.

                (b)     Upon the occurrence and continuance of an Event of 
Default specified in Section 8.1(g) or (h) hereof, such principal, interest and
other amounts shall thereupon and concurrently therewith become due and payable
and the Commitment of the Lenders shall forthwith terminate, all without any
action by any of the Administrative Agent and the Lenders or the Majority
Lenders or the holders of the Notes and without presentment, demand, protest or
other notice of any kind, all of which are expressly waived, anything in this
Agreement, the Notes or the other Loan Documents to the contrary
notwithstanding.

                (c)     The Administrative Agent, with the concurrence of the
Majority Lenders, shall exercise all of the post-default rights granted to it
and to them under the Loan Documents or under Applicable Law.

                (d)     The Administrative Agent shall have the right (but not 
the obligation) to operate the System in accordance with the terms of the
Licenses and subject to any limitations contained in the Security Documents and,
within guidelines established by the Majority Lenders, to make any and all
payments and expenditures necessary or desirable in connection therewith,
including, without limitation, payment of wages as required under the Fair Labor
Standards Act, as amended, and of any necessary withholding taxes to state or
federal authorities. In the event the Majority Lenders fail to agree upon the
guidelines referred to in the preceding sentence within six (6) Business Days'
after the Administrative Agent has begun to operate the System, the
Administrative Agent may, after giving notice to the Lenders of its intention to
do so, make such payments and expenditures as it deems reasonable and advisable
in its sole discretion to maintain the normal day-to-day operation of the
System. Such payments and expenditures in excess of receipts shall constitute
Advances under this Agreement, notwithstanding any limitation that might
otherwise be imposed on Advances by the amount of the Commitment. Advances made
pursuant to this Section 8.2(d) shall bear interest as provided in Section
2.3(d) hereof and shall be payable on the earlier of demand or the Maturity
Date. The making of one or more Advances under this Section 8.2(d) shall not
create any obligation on the part of the Lenders to make any additional Advances
hereunder. No exercise by the Administrative Agent of the rights granted to it
under this Section 8.2(d) shall constitute a waiver of any other rights and
remedies granted to 



                                     - 65 -
<PAGE>   71

the Administrative Agent and the Lenders, or any of them, under this Agreement
or at law. Each Borrower hereby irrevocably appoints the Administrative Agent,
the true and lawful attorney of such Borrower, in its name and stead and on its
behalf, to execute, receipt for or otherwise act in connection with any and all
contracts, instruments or other documents in connection with the completion and
operation of the System in the exercise of the Administrative Agent's and the
Lenders' rights under this Section 8.2(d).

                (e)     The rights and remedies of the Administrative Agent and 
the Lenders hereunder shall be cumulative, and not exclusive.


                                    ARTICLE 9

                                   The Agents

         Section 9.1    Appointment and Authorization. Each Lender hereby 
irrevocably appoints and authorizes, and hereby agrees that it will require any
transferee of any of its interest in its Loans and in its Note irrevocably to
appoint and authorize, the Administrative Agent to take such actions as its
agent on its behalf and to exercise such powers hereunder as are delegated by
the terms hereof, together with such powers as are reasonably incidental
thereto. Neither the Administrative Agent nor any of its respective directors,
officers, employees or agents shall be liable for any action taken or omitted to
be taken by it or them hereunder or in connection herewith, except for its or
their own gross negligence or willful misconduct.

         Section 9.2    Interest Holders. The Administrative Agent may treat 
each Lender, or the Person designated in the last notice filed with the
Administrative Agent under this Section, as the holder of all of the interests
of such Lender in its Loans and in its Note until written notice of transfer,
signed by such Lender (or the Person designated in the last notice filed with
the Administrative Agent) and by the Person designated in such written notice of
transfer, in form and substance satisfactory to the Administrative Agent, shall
have been filed with the Administrative Agent.

         Section 9.3    Consultation with Counsel. The Administrative Agent may 
consult with such legal counsel selected by it and shall not be liable for any
action taken or suffered by it in good faith.

         Section 9.4    Documents. The Administrative Agent shall be under no 
duty to examine, inquire into, or pass upon the validity, effectiveness or
genuineness of this Agreement, any Note or any instrument, document or
communication furnished pursuant hereto or in connection herewith, and the
Administrative Agent shall be entitled to assume 



                                     - 66 -
<PAGE>   72


that they are valid, effective and genuine, have been signed or sent by the
proper parties and are what they purport to be.

         Section 9.5    Administrative Agent and Affiliates. With respect to the
Commitment and the Loans, the affiliate of the Administrative Agent which is a
Lender shall have the same rights and powers hereunder as any other Lender and
the Administrative Agent and its affiliates may accept deposits from, lend money
to and generally engage in any kind of business with the Borrowers, any
Affiliates of, or Persons doing business with, the Borrowers, as if it were not
affiliated with the Administrative Agent and without any obligation to account
therefor. The Lenders acknowledge that the Administrative Agent and its
affiliates have other lending and investment relationships with the Borrowers
and their Affiliates and in the future may enter into additional such
relationships.

         Section 9.6    Responsibility of the Administrative Agent. The duties 
and obligations of the Administrative Agent under this Agreement are only those
expressly set forth in this Agreement. The Administrative Agent shall be
entitled to assume that no Default or Event of Default has occurred and is
continuing unless it has actual knowledge, or has been notified by the
Borrowers, of such fact, or has been notified by a Lender that such Lender
considers that a Default or an Event of Default has occurred and is continuing,
and such Lender shall specify in detail the nature thereof in writing. The
Administrative Agent shall not be liable hereunder for any action taken or
omitted to be taken except for its gross negligence or willful misconduct. The
Administrative Agent shall provide each Lender with copies of such documents
received from the Borrowers as such Lender may reasonably request.

         Section 9.7    Collateral. The Administrative Agent is hereby 
authorized to act on behalf of the Lenders, in its own capacity and through
other agents and sub-agents appointed by it, under the Security Documents,
provided that the Administrative Agent shall not agree to the release of any
Collateral, or any property encumbered by any mortgage, pledge or security
interest except in compliance with Section 11.12 hereof.


                                     - 67 -
<PAGE>   73

         Section 9.8    Action by Administrative Agent.

                (a)     The Administrative Agent shall be entitled to use its
discretion with respect to exercising or refraining from exercising any rights
which may be vested in it by, and with respect to taking or refraining from
taking any action or actions which it may be able to take under or in respect
of, this Agreement, unless the Administrative Agent shall have been instructed
by the Majority Lenders to exercise or refrain from exercising such rights or to
take or refrain from taking such action; provided, however, that the
Administrative Agent shall not exercise any rights under Section 8.2(a) or (c)
hereof without the request of the Majority Lenders. The Administrative Agent
shall not incur any liability under or in respect of this Agreement with respect
to anything which it may do or refrain from doing in the reasonable exercise of
its judgment or which may seem to it to be necessary or desirable in the
circumstances, except for its gross negligence or willful misconduct.

                (b)     The Administrative Agent shall not be liable to the 
Lenders or to any Lender in acting or refraining from acting under this
Agreement in accordance with the instructions of the Majority Lenders and any
action taken or failure to act pursuant to such instructions shall be binding on
all Lenders.

         Section 9.9    Notice of Default or Event of Default. In the event that
the Administrative Agent or any Lender shall acquire actual knowledge, or shall
have been notified, of any Default or Event of Default, the Administrative Agent
or such Lender shall promptly notify the Lenders and the Administrative Agent,
and the Administrative Agent shall take such action and assert such rights under
this Agreement as the Majority Lenders shall request in writing, and the
Administrative Agent shall not be subject to any liability by reason of its
action pursuant to any such request. If the Majority Lenders shall fail to
request the Administrative Agent to take action or to assert rights under this
Agreement in respect of any Default or Event of Default within ten (10) days
after their receipt of the notice of any Default or Event of Default from the
Administrative Agent, or shall request inconsistent action with respect to such
Default or Event of Default, the Administrative Agent may, but shall not be
required to, take such action and assert such rights (other than rights under
Article 8 hereof) as it deems in its discretion to be advisable for the
protection of the Lenders, except that, if the Majority Lenders have instructed
the Administrative Agent not to take such action or assert such right, in no
event shall the Administrative Agent act contrary to such instructions.

         Section 9.10   Responsibility Disclaimed.  The Administrative Agent 
shall be under no liability or responsibility whatsoever as Administrative 
Agent:


                                     - 68 -
<PAGE>   74

                (a)     To any Borrower or any other Person as a consequence of 
any failure or delay in performance by or any breach by, any Lender of any of
its or their obligations under this Agreement;

                (b)     To any Lender, as a consequence of any failure or delay 
in performance by, or any breach by, (i) any Borrower of any of its obligations
under this Agreement or the Notes or any other Loan Document, or (ii) any
Subsidiary of any Borrower or any other obligor under any Loan Document; or

                (c)     To any Lender, for any statements, representations or
warranties in this Agreement, or any other document contemplated by this
Agreement, or any information provided pursuant to this Agreement, any other
Loan Document, or any other document contemplated by this Agreement, or for the
validity, effectiveness, enforceability or sufficiency of this Agreement, the
Notes, any other Loan Document, or any other document contemplated by this
Agreement.

         Section 9.11   Indemnification.  The Lenders agree to indemnify the 
Administrative Agent (to the extent not reimbursed by the Borrowers) pro rata
according to the Lenders' respective Commitment Ratios, from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses (including, without limitation, fees and expenses of
experts, agents, consultants and counsel), or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by or asserted against the
Administrative Agent in any way relating to or arising out of this Agreement,
any other Loan Document, or any other document contemplated by this Agreement or
any action taken or omitted by the Administrative Agent under this Agreement,
any other Loan Document, or any other document contemplated by this Agreement,
except that no Lender shall be liable to the Administrative Agent for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses, or disbursements resulting from the gross
negligence or willful misconduct of the Administrative Agent.

         Section 9.12   Credit Decision.  Each Lender represents and warrants 
to each other and to the Administrative Agent that:

                (a)     In making its decision to enter into this Agreement and 
to make its Advances it has independently taken whatever steps it considers
necessary to evaluate the financial condition and affairs of the Borrowers and
their Subsidiaries and that it has made an independent credit judgment, and that
it has not relied upon information provided by the Administrative Agent; and

                (b)     So long as any portion of the Loans remains 
outstanding, it will continue to make its own independent evaluation of the 
financial condition and affairs of the Borrowers and their Subsidiaries.



                                     - 69 -
<PAGE>   75


         Section 9.13   Successor Agents. The Administrative Agent may resign 
at  any time by giving written notice thereof to the Lenders and the Borrowers,
and may be removed at any time for cause by the Majority Lenders. Upon any such 
resignation or removal, the Majority Lenders shall have the right to appoint a
successor Administrative Agent. If no successor Administrative Agent shall have
been so appointed by the Majority Lenders and shall have accepted such
appointment within ten (10) days after the retiring Administrative Agent's
giving of notice of resignation or the Majority Lenders' removal of the retiring
Administrative Agent, then the retiring Administrative Agent may, on behalf of
the Lenders, appoint a successor Administrative Agent which shall be any Lender
or a commercial bank organized under the laws of the United States of America or
any political subdivision thereof which has combined capital and reserves in
excess of $250,000,000. Such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges, duties and
obligations of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. After any retiring Administrative Agent's resignation or removal
hereunder as Administrative Agent, the provisions of this Article shall continue
in effect for its benefit in respect of any actions taken or omitted to be taken
by it while it was acting as Administrative Agent.

         Section 9.14   Arranging Agents and Syndication Agent. The Arranging 
Agents and Syndication Agents shall have no duties or obligations under this
Agreement or the other Loan Documents in their respective capacities as
Arranging Agents and Syndication Agents.


                                   ARTICLE 10

                             Change in Circumstances
                            Affecting LIBOR Advances

         Section 10.1   Basis Determination Inadequate or Unfair. If with 
respect to any proposed LIBOR Advance for any Interest Period, any Lender
determines that deposits in dollars (in the applicable amount) are not being
offered in the relevant market for such Interest Period, or if the Majority
Lenders determine that the rate quoted by the Administrative Agent does not
reflect the Lenders' actual cost of funding such Advance, the applicable Lenders
shall forthwith give notice thereof to the Administrative Agent, the Borrowers
and the other Lenders, whereupon until the Administrative Agent notifies the
Borrowers that the circumstances giving rise to such situation no longer exist,
the obligations of such Lender or all of the Lenders, as applicable, to make
such type of LIBOR Advances shall be suspended.

         Section 10.2   Illegality. If any applicable law, rule or regulation, 
or any change therein, or any interpretation or change in interpretation or
administration thereof by any 



                                     - 70 -
<PAGE>   76

governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender with any
request or directive (whether or not having the force of law) of any such
authority, central bank or comparable agency, shall make it unlawful or
impossible for any Lender to make, maintain or fund its LIBOR Advances, such
Lender shall notify the Administrative Agent, and the Administrative Agent shall
forthwith give notice thereof to the Lenders and the Borrowers. Before giving
any notice to the Administrative Agent pursuant to this Section, such Lender
shall designate a different lending office if such designation will avoid the
need for giving such notice and will not, in the judgment of such Lender, be
otherwise disadvantageous to such Lender. Upon receipt of such notice,
notwithstanding anything contained in Article 2 hereof, the Borrowers, jointly
and severally, shall repay in full the then outstanding principal amount of each
affected LIBOR Advance of such Lender so affected, together with accrued
interest thereon, either (a) on the last day of the then current Interest Period
applicable to such affected LIBOR Advances if such Lender may lawfully continue
to maintain and fund such LIBOR Advance to such day or (b) immediately if such
Lender may not lawfully continue to fund and maintain such affected LIBOR
Advances to such day. Concurrently with repaying each affected LIBOR Advance of
such Lender so affected, notwithstanding anything contained in Article 2 hereof,
the Borrowers shall borrow a Base Rate Advance from such Lender, and such Lender
shall make such Advance in an amount such that the outstanding principal amount
of the Note held by such Lender shall equal the outstanding principal amount of
such Note immediately prior to such repayment.

         Section 10.3   Increased Costs.

                (a)     If any applicable law, rule or regulation adopted or
promulgated after the Agreement Date, or any change therein or in any law, rule
or regulation existing as of the Agreement Date, or any interpretation or change
in interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof or compliance by any Lender with any request or directive
(whether or not having the force of law) of any such authority, central bank or
comparable agency:

                        (1)  shall subject any Lender to any tax, duty or other
         charge with respect to its obligation to make LIBOR Advances, or shall
         change the basis of taxation of payments to any Lender of the principal
         of or interest on its LIBOR Advances or in respect of any other amounts
         due under this Agreement, in respect of its LIBOR Advances, or its
         obligation to make LIBOR Advances (except for Taxes excluded under
         Section 2.9(b) hereof); or

                        (2)  shall impose, modify or deem applicable any reserve
         (including, without limitation, any imposed by the Board of Governors
         of the Federal Reserve System, but excluding any included in an
         applicable LIBOR Reserve Percentage, 



                                     - 71 -
<PAGE>   77

         special deposit, capital adequacy, assessment or other requirement or
         condition against assets of, deposits with or for the account of, or
         commitments or credit extended by, any Lender or shall impose on any
         Lender or the London Interbank Borrowing Market any other condition
         affecting its obligation to make such LIBOR Advances or its LIBOR
         Advances;

and the result of any of the foregoing is to increase the cost to such Lender of
making or maintaining any such LIBOR Advances, or to reduce the amount of any
sum received or receivable by the Lender under this Agreement or under any of
its Notes with respect thereto, then, on the earlier of a date within fifteen
(15) days after demand by such Lender or the Facility C Maturity Date, the
Borrowers agree to pay to such Lender such additional amount or amounts as will
compensate such Lender for such increased costs. Each Lender will promptly
notify the Borrowers and the Administrative Agent of any event of which it has
knowledge, occurring after the date hereof, which will entitle such Lender to
compensation pursuant to this Section 10.3 and will designate a different
lending office if such designation will avoid the need for, or reduce the amount
of, such compensation and will not, in the sole judgment of such Lender made in
good faith, be otherwise disadvantageous to such Lender.

                (b)     A certificate of any Lender claiming compensation under
this Section 10.3 and setting forth the additional amount or amounts to be paid
to it hereunder and calculations therefor shall be presumptively correct in the
absence of manifest error. In determining such amount, such Lender may use any
reasonable averaging and attribution methods. If any Lender demands compensation
under this Section 10.3, any Borrower may at any time, upon at least five (5)
Business Days' prior notice to such Lender, prepay in full the then outstanding
affected LIBOR Advances of such Lender, together with accrued interest thereon
to the date of prepayment, along with any reimbursement required under Section
2.10 hereof. Concurrently with prepaying such LIBOR Advances the Borrowers shall
borrow a Base Rate Advance from such Lender, and such Lender shall make such
Advance in an amount such that the outstanding principal amount of the affected
Note or Notes held by such Lender shall equal the outstanding principal amount
of such Note or Notes immediately prior to such prepayment.

         Section 10.4   Effects on Other Advances10.4 Effects on Other
Advances10.4 Effects on Other Advances. If notice has been given pursuant to
Sections 10.1, 10.2 or 10.3 hereof suspending the obligation of any Lender to
make any type of LIBOR Advance, or requiring LIBOR Advances of any Lender to be
repaid or prepaid, then, unless and until such Lender notifies the Borrowers
that the circumstances giving rise to such repayment no longer apply, all
Advances which would otherwise be made by such Lender as the LIBOR Advances
affected shall be made instead as Base Rate Advances.

         Section 10.5   Claims for Increased Costs and Taxes10.5 Claims for
Increased Costs and Taxes10.5 Claims for Increased Costs and Taxes. In the event
that any Lender shall decline to make any LIBOR Advance pursuant to Section 10.1
or 10.2 hereof or shall have notified the Borrowers that it is entitled to claim
compensation pursuant to Section 2.12 



                                     - 72 -
<PAGE>   78



or 10.3 hereof (each such Lender being an "Affected Lender"), the Borrowers may
designate a replacement bank (a "Replacement Lender") to assume the Commitments
and the obligations of any such Affected Lender hereunder, and to purchase the
outstanding Note or Notes of such Affected Lender and such Affected Lender's
rights hereunder and with respect thereto, without recourse upon, or warranty
by, or expense to, such Affected Lender, for a purchase price equal to the
outstanding principal amount of the Loans of such Affected Lender, plus all
interest accrued and unpaid thereon and all other amounts owing to such Affected
Lender hereunder, including without limitation, any amount which would be
payable to such Affected Lender pursuant to Section 2.10, and upon such
assumption and purchase by the Replacement Lender, such Replacement Lender shall
be deemed to be a "Lender" for purposes of this Agreement and such Affected
Lender shall cease to be a "Lender" for purposes of this Agreement and shall no
longer have any obligations or rights hereunder (other than any obligations or
rights which according to this Agreement shall survive the termination of this
Agreement).

         Section 10.6   No Obligation to Match Fund. Notwithstanding the use by 
the Lenders of the Base Rate, LIBOR and the Federal Funds Rate as reference
rates for the determination of interest on the Loans, the Lenders shall be under
no obligation to obtain funds from any particular source in order to charge
interest to the Borrowers at interest rates tied to such reference rates.


                                   ARTICLE 11

                                  Miscellaneous

         Section 11.1   Notices.

                (a)     All notices and other communications under this 
Agreement shall be in writing and shall be deemed to have been given three (3)
days after deposit in the mail, designated as certified mail, return receipt
requested, post-prepaid, or one (1) day after being entrusted to a reputable
commercial overnight delivery service, or when delivered to the telegraph office
or sent out by telex or telecopy addressed to the party to which such notice is
directed at its address determined as provided in this Section 11.1. All notices
and other communications under this Agreement shall be given to the parties
hereto at the following addresses:


                                     - 73 -
<PAGE>   79

                (i)     If to the Borrowers, to them at:

                        Charter Communications, L.P.
                        Charter Communications II, L.P.
                        Charter Communications III, L.P.
                        Peachtree Cable TV, Inc.
                        12444 Powerscourt Drive
                        Suite 400
                        St. Louis, Missouri  63131
                        Attn:  Kent Kalkwarf

                        and a copy to:

                        CCP One, Inc.
                        CCP II, Inc.
                        CCP III, Inc.
                        12444 Powerscourt Drive
                        Suite 400
                        St. Louis, Missouri  63131
                        Attn:  Kent Kalkwarf

                        and with a copy to:

                        Paul, Hastings, Janofsky & Walker
                        600 Peachtree Street, N.E.
                        Suite 2400
                        Atlanta, Georgia  30308
                        Attn: Kevin Conboy, Esq.

                (ii)    If to the Administrative Agent, to it at:

                        Toronto Dominion (Texas), Inc.
                        909 Fannin, Suite 1700
                        Houston, Texas  77010
                        Attn: Manager, Agency





                                     - 74 -
<PAGE>   80

                        with a copy to:

                        TD Securities (USA) Inc.
                        31 West 52nd Street
                        New York, New York  10019
                        Attn: Bernadette Collins

                        and with a copy to:

                        Powell, Goldstein, Frazer & Murphy LLP
                        Sixteenth Floor
                        191 Peachtree Street, N.E.
                        Atlanta, Georgia  30303
                        Attn: Douglas S. Gosden, Esq.

          (iii) If to the Lenders, to them at the addresses set forth on 
Schedule 11.1(a) attached hereto:

Copies shall be provided to persons other than parties hereto only in the case
of notices under Article 8 hereof.

                (b)     Any party hereto may change the address to which notices
shall be directed under this Section 11.1 by giving ten (10) days' written
notice of such change to other parties.

         Section 11.2   Expenses.  The Borrowers, jointly and severally, will 
promptly pay:

                (a)     all reasonable out-of-pocket expenses of the 
Administrative Agent in connection with the preparation, negotiation, execution
and delivery of this Agreement and other Loan Documents, and the transactions
contemplated hereunder and thereunder and the making of the initial Advance
hereunder whether or not such Advance is made, including, but not limited to,
the reasonable fees and disbursements of Powell, Goldstein, Frazer & Murphy LLP,
Atlanta, Georgia, special counsel for the Administrative Agent;

                (b)     all reasonable out-of-pocket expenses of the 
Administrative Agent in connection with the administration of the transactions
contemplated in this Agreement or the other Loan Documents (other than routine
overhead expenses) and the preparation, negotiation, execution and delivery of
any waiver, amendment or consent by the Lenders relating to this Agreement or
the other Loan Documents, including, but not limited to, the reasonable fees and
disbursements of any experts, agents or consultants and of counsel for the
Administrative Agent; and


                                     - 75 -

<PAGE>   81

                (c)     all reasonable out-of-pocket costs and expenses of the
Administrative Agent in obtaining performance under this Agreement or the other
Loan Documents and in connection with any restructuring, refinancing or "work
out" of the transactions contemplated hereby and thereby, and all reasonable
out-of-pocket costs and expenses of collection if default is made in the payment
of the Notes, which in each case shall include reasonable fees and out-of-pocket
expenses of any experts, agents, consultants and counsel for each of the
Administrative Agent and the Lenders.

         Section 11.3   Waivers. The rights and remedies of the Administrative 
Agent and the Lenders under this Agreement and the other Loan Documents shall be
cumulative and not exclusive of any rights or remedies which they would
otherwise have. No failure or delay by the Administrative Agent, the Majority
Lenders or the Lenders, or any of them, in exercising any right shall operate as
a waiver of such right. The Administrative Agent and the Lenders expressly
reserve the right to require strict compliance with the terms of this Agreement
in connection with any funding of a request for an Advance. In the event the
Lenders decide to fund a request for an Advance at a time when the Borrowers are
not in strict compliance with the terms of this Agreement, such decision by the
Lenders shall not be deemed to constitute an undertaking by the Lenders to fund
any further requests for Advances or preclude the Lenders from exercising any
rights available to the Lenders under the Loan Documents or at law or equity.
Any waiver or indulgence granted by the Lenders or by the Majority Lenders shall
not constitute a modification of this Agreement, except to the extent expressly
provided in such waiver or indulgence, or constitute a course of dealing by the
Lenders at variance with the terms of the Agreement such as to require further
notice by the Lenders of the Lenders' intent to require strict adherence to the
terms of the Agreement in the future. Any such actions shall not in any way
affect the ability of the Administrative Agent and the Lenders, in their
discretion, to exercise any rights available to them under this Agreement or
under any other agreement, whether or not the Administrative Agent and the
Lenders are party, relating to the Borrowers.

         Section 11.4   Set-Off. In addition to any rights now or hereafter 
granted under Applicable Law and not by way of limitation of any such rights,
upon the occurrence of an Event of Default and during the continuation thereof,
the Lenders and any subsequent holder or holders of the Notes are hereby
authorized by the Borrowers at any time or from time to time, without notice to
the Borrowers or to any other Person, any such notice being hereby expressly
waived, to set-off, appropriate and apply any and all deposits (general or
special, time or demand, including, but not limited to, Indebtedness evidenced
by certificates of deposit, in each case whether matured or unmatured) and any
other Indebtedness at any time held or owing by the Lenders or such holder to or
for the credit or the account of the Borrowers, against and on account of the
obligations and liabilities of the Borrowers, to the Lenders or such holder
under this Agreement, the Notes and any other Loan Document, including, but not
limited to, all claims of any nature or description arising out of or connected
with this Agreement, the Notes or any other Loan Document, irrespective of



                                     - 76 -
<PAGE>   82


whether or not (a) the Lenders or the holder of the Notes shall have made any
demand hereunder or (b) the Lenders shall have declared the principal of and
interest on the Loans and Notes and other amounts due hereunder to be due and
payable as permitted by Section 8.2 and although such obligations and
liabilities, or any of them, shall be contingent or unmatured. Any sums obtained
by any Lender or by any subsequent holder of the Notes shall be subject to the
pro rata treatment provisions of Section 2.11 hereof. Upon direction by the
Administrative Agent with the consent of the Majority Lenders, each Lender
holding deposits of the Borrowers shall exercise its set-off rights as so
directed. The Administrative Agent will notify the Borrowers after the exercise
of set-off rights under this Section.

         Section 11.5   Assignment.

                (a)     The Borrowers may not assign or transfer any of their 
rights or obligations hereunder, under the Notes or under any other Loan
Document without the prior written consent of each Lender.

                (b)     Each Lender may sell assignments of up to one hundred
percent (100%) of its interest hereunder to (A) one or more affiliates of such
Lender or any other Lender, or (B) any Federal Reserve Bank as collateral
security pursuant to Regulation A of the Board of Governors of the Federal
Reserve System and any Operating Circular issued by such Federal Reserve Bank
(no assignment shall relieve such Lenders from its obligations hereunder).

                (c)     Each of the Lenders may at any time enter into 
assignment agreements (but not participations) with one or more other banks or
other Persons pursuant to which each Lender may assign its interest under this
Agreement and the other Loan Documents, including, its interest in any
particular Advance or portion thereof; provided, however, that (1) all
assignments (other than assignments described in clause (b) hereof) shall be in
minimum principal amounts of $5,000,000 (unless after giving effect to all
contemporaneous assignments to such Person, such Person has a minimum Commitment
of $5,000,000), and (2) no Lender (other than the Lenders on the Agreement Date)
may assign more than forty-nine percent (49%) of its initial interest hereunder,
and (3) all assignments (other than assignments described in clause (b) hereof)
shall be subject to the following additional terms and conditions:

                        (i)    No assignment (except assignments permitted in
         Section 11.5(b) hereof) shall be sold without the prior consent of the
         Administrative Agent and prior to the occurrence and continuation of an
         Event of Default, the consent of the Borrower, which consents shall not
         be unreasonably withheld;



                                     - 77 -
<PAGE>   83

                        (ii)   Any Person purchasing an assignment of the Loans
         from any Lender shall be required to represent and warrant that its
         purchase shall not constitute a "prohibited transaction" (as defined in
         Section 4.1(l) hereof);

                        (iii)  The Borrowers, the Administrative Agent, and the
         Lenders agree that assignments permitted hereunder (including the
         assignment of any Advance or portion thereof) may be made with all
         voting rights, and shall be made pursuant to an Assignment and
         Assumption Agreement substantially in the form of Exhibit S attached
         hereto. An administrative fee of $3,500 shall be payable to the
         Administrative Agent by the assigning Lender at the time of any
         assignment hereunder;

                        (iv)  Each Lender agrees to provide the Administrative
         Agent and the Borrower with prompt written notice of the making of any
         assignments of its interests hereunder;

                        (v)    No assignment of any rights hereunder or under 
         the Notes shall be effected that would result in any interest requiring
         registration under the Securities Act of 1933, as amended, or
         qualification under any state securities law;

                        (vi)   No such assignment may be made to any bank or 
         other financial institution (A) that does not have a minimum capital
         and surplus of $500,000,000, (B) with respect to which a receiver or
         conservator (including, without limitation, the Federal Deposit
         Insurance Corporation, the Resolution Trust Company or the Office of
         Thrift Supervision) has been appointed and (C) that is not "adequately
         capitalized" (as such term is defined in Section 131(b)(1)(B) of the
         Federal Deposit Insurance Corporation Improvement Act as in effect on
         the Agreement Date); and

                        (vii)  If applicable, each Lender shall cause each of 
         its assignees to provide to the Administrative Agent on or prior to the
         effective date of any assignment an appropriate Internal Revenue
         Service form as required by Applicable Law supporting such Lender's
         position that no withholding by the Borrowers or the Administrative
         Agent for U.S. income tax payable by such Lender in respect of amounts
         received by it hereunder is required. For purposes of this Agreement,
         an appropriate Internal Revenue Service form shall mean Form 1001
         (Ownership Exemption or Reduced Rate Certificate of the U.S. Department
         of Treasury), or Form 4224 (Exemption from Withholding of Tax on Income
         Effectively Connected with the Conduct of a Trade or Business in the
         United States), or any successor or related forms adopted by the
         relevant U.S. taxing authorities.

                (d)     Nothing in this Agreement or the Notes, expressed or
implied, is intended to or shall confer on any Person other than the respective
parties hereto and thereto 



                                     - 78 -
<PAGE>   84

and their successors and assignees permitted hereunder and thereunder any
benefit or any legal or equitable right, remedy or other claim under this
Agreement or the Notes.

                (e)     The provisions of this Section 11.5 shall not apply to 
any purchase of participations among the Lenders pursuant to Section 2.11
hereof.

         Section 11.6   Accounting Principles. All references in this Agreement 
to generally accepted accounting principles shall be to such principles as in
effect from time to time. All accounting terms used herein without definition
shall be used as defined under GAAP.

         Section 11.7   Counterparts. This Agreement may be executed in any 
number of counterparts, each of which shall be deemed to be an original, but all
such separate counterparts shall together constitute but one and the same
instrument.

         Section 11.8   Governing Law. This Agreement and the other Loan 
Documents shall be construed in accordance with and governed by the law of the
State of New York.

         Section 11.9   Severability. Any provision of this Agreement which is 
prohibited or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof in that jurisdiction or affecting the validity or enforceability of such
provision in any other jurisdiction.

         Section 11.10  Interest.

                (a)     In no event shall the amount of interest due or payable
hereunder or under the Notes exceed the maximum rate of interest allowed by
Applicable Law, and in the event any such payment is inadvertently made by any
Borrower or inadvertently received by any Lender, then such excess sum shall be
credited as a payment of principal, unless such Borrower shall notify such
Lender in writing that it elects to have such excess sum returned forthwith. It
is the express intent hereof that the Borrowers not pay and the Lenders not
receive, directly or indirectly in any manner whatsoever, interest in excess of
that which may legally be paid by the Borrowers under Applicable Law.

                (b)     Notwithstanding the use by the Lenders of the Base Rate 
and LIBOR as reference rates for the determination of interest on the Loans, the
Lenders shall be under no obligation to obtain funds from any particular source
in order to charge interest to the Borrowers at interest rates tied to such
reference rates.

         Section 11.11  Headings. Headings used in this Agreement are for 
convenience only and shall not be used in connection with the interpretation of
any provision hereof.


                                     - 79 -
<PAGE>   85


         Section 11.12  Amendment and Waiver. Neither this Agreement nor any 
term hereof may be amended orally, nor may any provision hereof be waived orally
but only by an instrument in writing signed by the Majority Lenders and, in the
case of an amendment, by the Borrowers, except that in the event of (a) any
reduction in the amount of the Commitment, (b) reduction of any repayment of the
Loans provided for in Section 2.7 hereof or a reduction in the amount of any
reduction of the Commitment provided for in Section 2.5 hereof, (c) any
reduction of any principal, interest or fees due hereunder, (d) any postponement
of the timing of payments of principal, interest and fees due hereunder, (e) any
release (other than a release required under Section 7.4 hereof) or impairment
of the value of any Collateral for the Loans, (f) any waiver of any Default due
to the Borrowers' failure to pay any sum due hereunder, (g) any amendment of
this Section 11.12 or of the definition of Majority Lenders, any amendment or
waiver may be made only by an instrument in writing signed by each of the
Lenders and, in the case of an amendment, also by the Borrowers. In addition, no
Lender's Commitment hereunder may be increased without the written consent of
such Lender.

         Section 11.13  Entire Agreement. Except as otherwise expressly 
provided herein, this Agreement and the other documents described or
contemplated herein embody the entire agreement and understanding among the
parties hereto and thereto and supersede all prior agreements and understandings
relating to the subject matter hereof and thereof.

         Section 11.14  Other Relationships. No relationship created hereunder 
or under any other Loan Document shall in any way affect the ability of the
Administrative Agent and each Lender to enter into or maintain business
relationships with the Borrowers, the General Partners, or any of their
Affiliates beyond the relationships specifically contemplated by this Agreement
and the other Loan Documents.

         Section 11.15  Recourse to Limited Partners. Except as otherwise 
provided by law, no Limited Partner shall be personally liable for the
obligations of any Borrower hereunder or under any other Loan Document solely by
reason of such Person's status as a Limited Partner.


                                   ARTICLE 12

                              Waiver of Jury Trial

         Section 12.1   Waiver of Jury Trial. EACH BORROWER, THE ADMINISTRATIVE 
AGENT, EACH LENDER, EACH ARRANGING AGENT AND EACH SYNDICATION AGENT HEREBY
AGREES TO WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY COURT AND IN ANY ACTION OR
PROCEEDING OF ANY 



                                     - 80 -
<PAGE>   86


TYPE IN WHICH ANY BORROWER, ANY SUBSIDIARY OF ANY BORROWER, ANY GENERAL PARTNER,
ANY LIMITED PARTNER, ANY MANAGER, AND ANY OF THE ADMINISTRATIVE AGENT, THE
LENDERS, THE ARRANGING AGENTS AND THE SYNDICATION AGENTS, OR ANY OF THEIR
RESPECTIVE SUCCESSORS OR ASSIGNS IS A PARTY, AS TO ALL MATTERS AND THINGS
ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT, ANY OF THE NOTES OR THE
OTHER LOAN DOCUMENTS AND THE RELATIONS AMONG THE PARTIES LISTED IN THIS SECTION
12.1.


              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




                                     - 81 -

<PAGE>   87




         IN WITNESS WHEREOF, the parties hereto have executed this Agreement or
caused it to be executed under seal by their duly authorized officers, all as of
the day and year first above written.

BORROWERS:                     CHARTER COMMUNICATIONS, L.P.

                               By:  CCP One, Inc., its General Partner


                               By:  /s/ Kent Kalkwarf
                                   -------------------------------------
                                    Its:  Kent Kalkwarf
                                        --------------------------------
                                          Senior Vice President

                               CHARTER COMMUNICATIONS II, L.P.

                               By:  CCP II, L.P., its General Partner


                               By:  /s/ Kent Kalkwarf
                                   -------------------------------------
                                    Its:  Kent Kalkwarf
                                        --------------------------------
                                          Senior Vice President

                                        Its:


                               CHARTER COMMUNICATIONS III, L.P.

                               By:  CCP III, L.P., its General Partner


                               By:  /s/ Kent Kalkwarf
                                   -------------------------------------
                                    Its:  Kent Kalkwarf
                                        --------------------------------
                                          Senior Vice President

                               PEACHTREE CABLE TV, INC.


                               By:  /s/ Kent Kalkwarf
                                   -------------------------------------
                                    Its:  Kent Kalkwarf
                                        --------------------------------
                                          Senior Vice President







                                              CHARTER COMMUNICATIONS, L.P.
                                           CHARTER COMMUNICATIONS II, L.P.
                                          CHARTER COMMUNICATIONS III, L.P.
                                                  PEACHTREE CABLE TV, INC.
                                                            LOAN AGREEMENT

                                                          Signature Page 1





<PAGE>   88


AGENTS AND LENDERS:           TORONTO DOMINION (TEXAS) INC., as
                              Administrative Agent and as a Lender


                              By:  /s/ Neva Nesbitt
                                  -------------------------------------
                                   Its: NEVA NESBITT
                                       --------------------------------
                                        VICE PRESIDENT


                              PNC BANK, NATIONAL ASSOCIATION, as an 
                              Arranging Agent, a Syndication Agent and a Lender


                              By:
                                  -------------------------------------

                                   Its:
                                       --------------------------------

                              CREDIT LYONNAIS NEW YORK BRANCH, as 
                              Arranging Agent, Syndication Agent and Lender


                              By:
                                  -------------------------------------

                                   Its:
                                       --------------------------------


                              By:
                                  -------------------------------------

                                   Its:
                                       --------------------------------





                                              CHARTER COMMUNICATIONS, L.P.
                                           CHARTER COMMUNICATIONS II, L.P.
                                          CHARTER COMMUNICATIONS III, L.P.
                                                  PEACHTREE CABLE TV, INC.
                                                            LOAN AGREEMENT

                                                          Signature Page 2