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 of
any of the following:
- TCI Communications, including its affiliates, fails to own at least 25%
of the membership interests of Bresnan;
- entities affiliated with the Blackstone Funds fail to own at least 20% of
the membership interest in Bresnan prior to January 29, 2002; or
- after January 29, 2000, if the entities affiliated with the Blackstone
Funds fail to own at least 20% of the membership interests in Bresnan,
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
- 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.
As of June 30, 1999, there was $500 million total principal amount
outstanding under the Bresnan credit facilities.
EXISTING PUBLIC DEBT
THE CHARTER HOLDINGS NOTES. The original 8.250% Charter Holdings notes,
8.625% Charter Holdings notes and 9.920% Charter Holdings notes and the new
8.250% Charter Holdings notes, 8.625% Charter Holdings notes and 9.920% Charter
Holdings notes were issued under three separate indentures, each dated as of
March 17, 1999, among Charter Holdings and Charter Communications Holdings
Capital Corporation, as the issuers, Marcus Cable Holdings, LLC, as guarantor
and Harris Trust and Savings Bank, as trustee. The issuers of the original
Charter Holdings notes recently exchanged these notes for new Charter Holdings
notes with substantially similar terms, except that the new Charter Holdings
notes are registered under the Securities Act and, therefore, do not bear
legends restricting their transfer.
At the time of the sale of the original Charter Holdings notes, Marcus
Holdings guaranteed the Charter Holdings notes and issued a promissory note to
Charter Holdings for certain amounts loaned by Charter Holdings to subsidiaries
of Marcus Holdings. At the time of the merger of Charter Holdings with Marcus
Holdings, both the guarantee and the promissory note automatically became
ineffective under the terms of the Charter