In May 1999, the Company signed an agreement with Charter Communications,
Inc. ("Charter Communications") under which Charter Communications agreed to
purchase the Company's cable television systems and assume some of their debt.
The acquisition by Charter Communications is subject to regulatory approvals.
The Company expects to consummate this transaction in the fourth quarter of
This agreement, if closed, would constitute a change in control under the
indentures pursuant to which the Senior Subordinated Notes and the Senior
Discount Notes (collectively, the "Notes") were issued. The Indentures provide
that upon the occurrence of a change of control (a "Change of Control") each
holder of the Notes has the right to require the Company to purchase all or any
part (equal to $1,000 or an integral multiple thereof) of such holder's Notes at
an offer price in cash equal to 101% of the aggregate principal amount thereon
(or 101% of the accreted value for the Senior Discount Notes as of the date of
purchase if prior to the full accretion date) plus accrued and unpaid interest
and Liquidated Damages (as defined in the Indentures) thereof, if any, to the
date of purchase.
This agreement, if closed, would represent a Change of Control which, on the
closing date, constitutes an event of default under the Credit Facility giving
the lender the right to terminate the credit commitment and declare all amounts
outstanding immediately due and payable. Charter Communications has agreed to
repay all amounts due under the Credit Facility or cause all events of default
under the Credit Facility arising from the Change of Control to be waived.