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S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
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                                                                   Exhibit 10.37




                                                                 August 16, 1999


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


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

Attention:  Kent Kalkwarf


Ladies and Gentlemen:

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

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

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