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SEC Filings

CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 09/28/1999
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Certain negative covenants place limitations on the ability of Bresnan and its
restricted subsidiaries to, among other things:
     - incur debt;
     - pay dividends;
     - incur liens;
     - make acquisitions;
     - investments or asset sales; or
     - enter into transactions with affiliates.
     Acquisitions may be made by Bresnan or its restricted subsidiaries without
the consent of the lenders so long as the leverage ratio for total debt is less
than or equal to 5.50 to 1.00, after giving effect to the acquisition. Other
investments may only be made on a limited basis within certain dollar amounts or
     The Bresnan credit facilities contain a change of control provision, making
it an event of default, and permitting acceleration of the debt, in the event
that either:
     - TCI Communications, including its affiliates, fails to own at least
       twenty-five percent of the membership interests of Bresnan;
     - Entities affiliated with the Blackstone Funds fail to own at least twenty
       percent of the membership interest in Bresnan prior to January 29, 2002;
     - Thereafter, if the entities affiliated with the Blackstone Funds fail to
       own at least twenty percent of the membership interests in Bresnan, if
       any party(other than Bresnan Communications, Inc. or its affiliates),
       owns a greater percentage interest in Bresnan than the percentage
       interest held by TCI Communications and its affiliates.
     The Bresnan credit facilities also contain an asset sale provision,
requiring the borrower to use the net proceeds from any asset sales in excess of
$10 million:
     - to repay outstanding principal under the Bresnan facilities;
     - for permitted acquisitions; or
     - for the purchase of similar assets.
     The Bresnan credit facilities also require that the company be managed by a
Bresnan management company, BCI (USA), LLC. The foregoing provisions, among
others, will require material amendments to, or a refinancing of, the Bresnan
credit facilities upon the acquisition of Bresnan. If we cannot obtain consents
of lenders for amendments to the Bresnan credit facilities or arrange for their
refinancing, we will be required to repay the Bresnan credit facilities.