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SEC Filings

S-1
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1 on 07/28/1999
Entire Document
 
<PAGE>   626
                      BRESNAN COMMUNICATIONS GROUP SYSTEMS
            (A COMBINATION OF CERTAIN ASSETS, AS DEFINED IN NOTE 1)
 
             NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
                        DECEMBER 31, 1996, 1997 AND 1998
                                 (IN THOUSANDS)
 
---------------
(a) The notes payable to banks represent borrowings under a $250,000 senior
    unsecured reducing revolving credit and term loan facility (the "Bank
    Facility") as documented in the loan agreement as amended and restated as of
    August 5, 1998. The Bank Facility calls for a current available commitment
    of $250,000 of which $209,000 is outstanding at December 31, 1998. The Bank
    Facility provides for two tranches, a revolving loan tranche of $175,000
    (the "Revolving Loan Tranche") and a term loan tranche of $75,000 (the "Term
    Loan Tranche"). The Revolving Loan Tranche is available through March 30,
    1999 and then requires quarterly payments/commitment reductions ranging from
    2.5% to 7.5% of the principal through its maturity on March 31, 2005. The
    Term Loan Tranche, fully drawn at closing and maturing March 31, 2006,
    requires quarterly payments of .25% beginning March 31, 1999 through
    December 31, 2004, quarterly payments of 2.5% for the year ended December
    31, 2005 and 84% of the principal at maturity. The Bank Facility provides
    for interest at varying rates based on two optional measures: 1) for the
    Revolving Loan Tranche, the prime rate plus .625% and/or the London
    Interbank Offered Rate ("LIBOR") plus 1.625% and 2) for the Term Loan
    Tranche, the prime rate plus 1.75% and/or LIBOR plus 2.75%. The Bank
    Facility has provisions for certain performance-based interest rate
    reductions which are available under either interest rate option. In
    addition, the Bank Facility allows for interest rate swap agreements.
 
    The rates applicable to balances outstanding at December 31, 1998 ranged
    from 6.815% to 8.000% Covenants of the Bank Facility require, among other
    conditions, the maintenance of certain earnings, cash flow and financial
    ratios and include certain limitations on additional investments,
    indebtedness, capital expenditures, asset sales, management fees and
    affiliate transactions. Commitment fees of .375% per annum are payable on
    the unused principal amounts of the available commitment under the Bank
    Facility, as well as an annual agency fee to a bank of $60. A guarantee in
    the amount of $3,000, has been provided by one of the BCCLP partners.
 
    Balances outstanding at December 31, 1998 are due as follows:
 

<TABLE>
<S>                                                <C>
   1999..........................................  $ 14,150
   2000..........................................    17,500
   2001..........................................    20,850
   2002..........................................    24,200
   2003 and thereafter...........................   132,300
                                                   --------
                                                   $209,000
                                                   ========
</TABLE>

 
(b) The note payable to a partner is comprised of a $25,000 subordinated note of
    which $22,100 was outstanding at December 31, 1997 and 1998. The note, dated
    May 12, 1988, is junior and subordinate to the senior debt represented by
    the notes payable to banks. Interest is to be provided for at the prime rate
    (as defined) and is payable quarterly, to the extent allowed under the bank
    subordination agreement, or at the maturity date of the note, which is the
    earlier of April 30, 2001 or the first business day following the full
    repayment of the entire amount due under the notes payable to banks.
    Applicable interest rates at December 31, 1997 and 1998 were 8.25% and
    7.75%, respectively. The note also provides for repayment at any time
    without penalty, subject to subordination restrictions.
 
                                      F-482