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SEC Filings

S-4/A
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4/A on 08/27/1999
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the notes. Upon the closing of the merger, and in accordance with the terms of
the notes and the indentures:
 
     - the guarantee issued by Marcus Holdings was automatically terminated;
 
     - the promissory note issued by Marcus Holdings was automatically
       extinguished, with no interest having accrued or being paid; and
 
     - the pledge in favor of Charter Holdings of the equity interests in Marcus
       Cable as collateral under the promissory note and the pledge in favor of
       the trustee of the promissory note as collateral for the notes were
       automatically released.
 
MANAGEMENT AGREEMENTS
 
     PREVIOUS MANAGEMENT AGREEMENTS.  Prior to March 18, 1999, pursuant to a
series of management agreements with certain of our subsidiaries, Charter
Investment provided management and consulting services to us. In exchange for
these services, Charter Investment was entitled to receive management fees of 3%
to 5% of the gross revenues of all of our systems plus reimbursement of
expenses. However, our previous credit facilities limited such management fees
to 3% of gross revenues. The balance of management fees payable under the
previous management agreements were accrued. Payment is at the discretion of
Charter Investment. Certain deferred portions of management fees bore interest
at the rate of 8% per annum. Following the closing of our current credit
facilities, the previous management agreements were replaced by a new management
agreement. The other material terms of our previous management agreements are
substantially similar to the material terms of the new management agreement.
 
   
     PREVIOUS MANAGEMENT AGREEMENT WITH MARCUS.  On October 6, 1998, Marcus
Cable entered into a management consulting agreement with Charter Investment
pursuant to which Charter Investment agreed to provide certain management and
consulting services to Marcus Cable and its subsidiaries, in exchange for a fee
equal to 3% of the gross revenues of Marcus Cable's systems plus reimbursement
of expenses. Management fees expensed by Marcus Cable during the period from
October 1998 to December 31, 1998 were approximately $3.3 million. Upon our
merger with Marcus Holdings and the closing of our current credit facilities,
this agreement was terminated and the subsidiaries of Marcus Cable now receive
management and consulting services from Charter Investment under the new
management agreement.
    
 
     THE NEW MANAGEMENT AGREEMENT.  On February 23, 1999, Charter Investment
entered into a new management agreement with Charter Operating, which was
amended and restated as of March 17, 1999. Upon the closing of our current
credit facilities on March 18, 1999, our previous management agreements and the
management consulting agreement with Marcus Cable terminated and the new
management agreement became operative. Pursuant to the new management agreement,
Charter Investment has agreed to manage and operate the cable television systems
owned by our subsidiaries, as well as any cable television systems we may
subsequently acquire in the future. The term of the new management agreement is
ten years.
 
     The new management agreement provides that we will reimburse Charter
Investment for all expenses, costs, losses, liabilities or damages incurred by
it in connection with our ownership or operation of our cable television
systems. If Charter Investment pays or incurs any such expenses, costs, losses,
liabilities or damages, it will be reimbursed. In addition to any reimbursement
of expenses, Charter Investment is paid a yearly management fee equal to 3.5% of
our gross revenues. Gross revenues include all revenues
 
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