The CC Holdings notes are senior debts of the issuers. They rank equally
with the current and future unsecured and unsubordinated debt, including trade
payables, of CC Holdings, which is a holding company.
The issuers will not have the right to redeem the 8.250% CC Holdings notes
prior to their maturity date on April 1, 2007. However, before April 1, 2002,
the issuers may redeem up to 35% of the 8.625% CC Holdings notes and the 9.920%
CC Holdings notes with the proceeds of certain offerings of equity securities.
In addition, on or after April 1, 2004, the issuers may redeem some or all of
the 8.625% CC Holdings notes and the 9.920% CC Holdings notes at any time.
In the event of a specified change of control event, the issuers must offer
to repurchase any then-outstanding CC Holdings notes at 101% of their principal
amount or accreted value, as applicable, plus accrued and unpaid interest.
The indentures governing the CC Holdings notes also contain certain events
of default, affirmative covenants and negative covenants. Subject to certain
important exceptions, the indentures governing the CC Holdings notes, among
other things, restrict the ability of the issuers and certain of their
- incur additional debt;
- create specified liens;
- pay dividends on stock or repurchase stock;
- make investments;
- sell all or substantially all of our assets or merge with or into other
- sell assets;
- in the case of our restricted subsidiaries, create or permit to exist
dividend or payment restrictions with respect to us; and
- engage in certain transactions with affiliates.
RENAISSANCE NOTES. The original Renaissance notes and new Renaissance notes
were issued by Renaissance Media (Louisiana) LLC, Renaissance Media (Tennessee)
LLC and Renaissance Media Capital Corporation, with Renaissance Media Group LLC
as the Guarantor, and the United States Trust Company of New York as the
Trustee. In October 1998, the issuers exchanged $163.2 million of the original
issued and outstanding 10% senior discount notes due 2008 for an equivalent
value of 10% senior discount notes due October 2008 which have been registered
under the Securities Act of 1933. Renaissance Media Group LLC, which is the
direct or indirect parent company of each other issuer, is a subsidiary of
The form and terms of the new Renaissance notes are the same in all
material respects as the form and terms of the original Renaissance notes except
that the issuance of the new Renaissance notes was registered under the
Securities Act. The new Renaissance notes evidence the same debt as the original
Renaissance notes and are issued under and are entitled to the benefits of the
same indenture. The Renaissance notes and the Renaissance guaranty are
unsecured, unsubordinated debt of the issuers and the guarantor, respectively.
There will not be any payment of interest in respect of the Renaissance
notes prior to October 15, 2003. Interest on the Renaissance notes is paid
semi-annually in cash at a rate of 10% per annum beginning on October 15, 2003.
The Renaissance notes are redeemable at the option of the issuer, in whole or in
part, at any time on or after April 15, 2003, initially at 105% of their
principal amount at maturity, plus accrued interest, declining to 100% of their
principal amount at maturity, plus accrued interest, on or after April 15, 2006.
In addition, at any time prior to April 15, 2001, the issuers may redeem up to
35% of the original total principal amount at