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SEC Filings

S-1/A
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form S-1/A on 11/04/1999
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Holdings guaranteed its obligations under the promissory note by entering into a
pledge agreement in favor of Charter Holdings pursuant to which Marcus Holdings
pledged all of its equity interests in Marcus Cable as collateral for the
payment and performance of the promissory note. Charter Holdings pledged this
promissory note to the trustee under the indentures as collateral for the equal
and ratable benefit of the holders of 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, Inc. provided management and consulting services to those
subsidiaries. In exchange for these services, Charter Investment, Inc. 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 was accrued.
Payment is at the discretion of Charter Investment, Inc. 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 revised management agreement. The material terms of our
previous management agreements are substantially similar to the material terms
of the revised management agreement.
 
     PREVIOUS MANAGEMENT AGREEMENT WITH MARCUS.   On October 6, 1998, Marcus
Cable entered into a management consulting agreement with Charter Investment,
Inc. pursuant to which Charter Investment, Inc. 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 Charter Holdings' 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, Inc. under the revised management agreement.
 
     THE REVISED MANAGEMENT AGREEMENT.   On February 23, 1999, Charter
Investment, Inc. entered into a revised 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 revised management
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