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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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<PAGE>   617
                    AMRAC CLEAR VIEW, A LIMITED PARTNERSHIP
 
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
 
3. LONG-TERM DEBT:
 
     The Partnership's term loan, due to a bank, is payable in increasing
quarterly installments through June 30, 1999. Interest on the loan is paid
monthly and accrues at the bank's prime rate plus 2% (10.5% at December 31,
1997). The loan is collateralized by substantially all of the assets of the
Partnership and a pledge of all partnership interests. The total principal
outstanding at December 31, 1997 was $560,500.
 
     Annual maturities are as follows:
 

<TABLE>
<S>                                                           <C>
1998........................................................  $397,500
1999........................................................   163,000
                                                              --------
                                                              $560,500
                                                              ========
</TABLE>

 
     The loan agreement contains covenants including, but not limited to,
maintenance of certain debt ratios as well as restrictions on capital
expenditures and investments, additional indebtedness, partner distributions and
payment of management fees. The Partnership was in compliance with all covenants
at December 31, 1996 and 1997. In 1995, the Partnership obtained, from the bank,
unconditional waivers of the following covenant violations: (1) to make a one-
time cash distribution of $63,830, (2) to increase the capital expenditure limit
to $125,000, and (3) to waive certain other debt ratio and investment
restrictions, which were violated during the year.
 
4. COMMITMENTS AND CONTINGENCIES:
 
     The Partnership rents poles from utility companies in its operations. These
rentals amounted to approximately $31,000, $39,500 and $49,000 for the years
ended December 31, 1995, 1996 and 1997, respectively. While rental agreements
are generally short-term, the Partnership anticipates such rentals will continue
in the future.
 
     The Partnership leases a motor vehicle under an operating lease that
expires in December 1998. The minimum lease cost for 1998 is approximately
$6,000.
 
5. RELATED-PARTY TRANSACTIONS:
 
     The General Partner provides management services to the Partnership for
which it receives a management fee of 5% of revenue. The General Partner also
allocates, in accordance with a management agreement, certain general,
administrative and payroll costs to the Partnership. For the years ended
December 31, 1995, 1996 and 1997, management fees totaled $87,800, $90,242 and
$95,040, respectively and allocated general, administrative and payroll costs
totaled $7,200, $7,450 and $8,700, respectively. During each year the
Partnership also incurred tap audit fees payable to the General Partner totaling
$4,000. At December 31, 1996, the balance due from the General Partner was
$12,263. The balance due to Amrac Telecommunications at December 31, 1997 was
$4,795.
 
6. SUBSEQUENT EVENTS:
 
     On October 7, 1997, the Partnership entered into an agreement with another
cable television service provider to sell all of its assets for $7,500,000. The
Partnership received, in escrow, $250,000, which shall be released as
liquidating damages if the closing fails to occur solely as a result of a breach
of the agreement. As of December 31, 1997, the Partnership incurred $53,402
 
                                      F-388