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notes was made at 101% of their accreted value, plus accrued and unpaid interest
on June 28, 1999. Of the $163.175 million face amount of Renaissance notes
outstanding, $48.762 million were repurchased. As of June 30, 1999,
approximately $82.6 million carrying value of Renaissance notes were
     We acquired Helicon in July 1999. As of June 30, 1999, Helicon had
outstanding $115.0 million in principal amount of 11% senior secured notes due
2003. As a result of the acquisition, we will be required under the change of
control covenant contained in the indenture for these notes to make an offer to
purchase these notes at a price equal to 101% of their principal amount plus
accrued interest. We plan to use availability under our credit facilities to
repurchase the Helicon notes, which are currently callable.
     Following the Rifkin acquisition, we will likewise be required to make an
offer to repurchase outstanding publicly held notes issued by Rifkin due to a
change of control covenant contained in the indentures for these notes. As of
June 30, 1999, $125.0 million aggregate principal amount of the Rifkin notes
remains outstanding. We plan to use availability under our credit facilities to
repurchase the Rifkin notes.
     Our significant amount of debt may adversely affect our ability to obtain
financing in the future and react to changes in our business. Our debt requires
us to comply with various financial and operating covenants that could adversely
impact our ability to operate our business. See "Risk Factors -- Our
Business -- The agreements and instruments governing our debt contain
restrictions and limitations which could significantly impact our ability to
operate our business and repay the notes."
     For a more detailed description of our debt and the debt that we will
assume or refinance in connection with our pending acquisitions, see
"Description of Certain Indebtedness."
     The following table sets forth the sources and uses as of June 30, 1999, as
discussed above, giving effect to additional borrowings under our credit
facilities and additional equity contributions in connection with refinancing of
our previous credit facilities and funding our pending acquisitions as if such
transactions had occurred on that date. This presentation assumes that the
Helicon notes are called and that we are successful in purchasing all the Rifkin
notes in connection with our tender. This table also assumes that the Rifkin
sellers do not elect to receive preferred or common equity of Charter Holdings
or, if mutually agreed to by the parties, of a parent of Charter Holdings. This
assumption is based on the fact that the terms of the equity have not been
finalized and that seller participation has not been determined. Therefore, the
cash portion of the purchase price of Rifkin has not been reduced.