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S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/01/1999
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                                    the Revolving Facility is outstanding
                                    (expressed as a percentage of the aggregate
                                    amount of the original Revolving
                                    Commitments) as set forth below:


<TABLE>
<CAPTION>
                                             Year             Reduction
                                             ----             ---------
<S>                                                           <C> 
                                             4                   5.0%
                                             5                  15.0%
                                             6                  20.0%
                                             7                  22.0%
                                             8                  24.0%
                                             8-1/2              14.0%
</TABLE>


                                    The extensions of credit under the Revolving
                                    Facility shall be prepaid to the extent that
                                    the aggregate amount thereof exceeds the
                                    aggregate amount of the Revolving
                                    Commitments as so reduced. Subject to the
                                    terms and conditions described above,
                                    Lenders may make available to the Borrowers,
                                    at the Borrowers' request, one or more
                                    additional revolving loan facilities as part
                                    of the Incremental Facility.

Availability:                       The Revolving Facility shall be available on
                                    a revolving basis during the period
                                    commencing on the Closing Date and ending on
                                    the date that is 8-1/2 years after the
                                    Closing Date (subject to the following
                                    proviso, the "Revolving Termination Date"),
                                    subject to the Borrowers' compliance with
                                    the terms and conditions contained herein;
                                    provided that if the Borrowers have not
                                    refinanced (with subordination terms
                                    satisfactory to the Lead Arranger) by March
                                    31, 2008 their currently outstanding Senior
                                    Subordinated Notes or Senior Discount Notes,
                                    the Revolving Facility shall immediately
                                    become due and payable on such date.

Swingline Loans:                    A portion of the Revolving Facility not in
                                    excess of $15,000,000 shall be available for
                                    swing line loans (the "Swingline Loans")
                                    from the Administrative Agent on same-day
                                    notice. Any such Swingline Loans will reduce
                                    availability under the Revolving Facility on
                                    a dollar-for-dollar basis. Each Lender under
                                    the Revolving Facility shall acquire, under
                                    certain circumstances, an irrevocable and
                                    unconditional pro rata participation in each
                                    Swingline Loan.

Maturity:                           The Revolving Termination Date.

Purpose:                            The proceeds of the Revolving Loans shall be
                                    used in connection with the Acquisition and
                                    for general purposes, including permitted
                                    acquisitions.


III.    Certain Payment
        Provisions

Fees and Interest Rates:            As set forth on Annex I.

Optional Prepayments and            Loans may be prepaid on 3 business days'    
Commitment Reductions:              prior written notice in minimum amounts of  
                                    $500,000 for ABR Loans (as defined in Annex 
                                    I) and $1,000,000 for Eurodollar Loans (as  
                                    defined in Annex I). Revolving Commitments  
                                    may be reduced on 3 business days' prior    
                                    written notice in minimum amounts of        
                                    $1,000,000. Optional prepayments and        
                                    optional commitment reductions of each of   
                                    the Term B Loan Facility, the 

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