On February 2, 1999, Bresnan entered into a loan agreement providing for
borrowings of up to $650 million. The obligations under the Bresnan credit
facilities are guaranteed by the restricted subsidiaries of Bresnan. The
obligations under the Bresnan credit facilities are secured by pledges of the
ownership interests and intercompany obligations of Bresnan, its subsidiaries
and its parent company, but are not secured by other assets of Bresnan, its
subsidiaries or its parent company.
The Bresnan credit facilities consist of:
- a reducing revolving loan facility in the amount of $150 million;
- a term loan A facility in the amount of $328 million; and
- a term loan B facility in the amount of $172 million.
The Bresnan credit facilities provide for the amortization of the principal
amount of the term loan A facility and the reduction of the revolving loan
facility beginning March 31, 2002, with a final maturity date of June 30, 2007.
The amortization of the term loan B facility is substantially "back-ended", with
more than ninety percent of the principal balance due on the final maturity date
of February 2, 2008. The Bresnan credit facilities also provide for an
incremental term facility of up to $200 million, which is conditioned upon
receipt of additional commitments from lenders. If the incremental term facility
becomes available, it may be in the form of revolving loans or term loans, but
may not amortize more quickly than the reducing revolving loan facility or the
term loan A facility, and may not have a final maturity date earlier than six
calendar months after the maturity date of the term loan B facility.
The Bresnan credit facilities provide Bresnan with two interest rate
options, to which a margin is added: a base rate, generally the prime rate of
interest, and an interest rate option based on the interbank eurodollar rate.
Interest rate margins for the Bresnan credit facilities depend upon performance
measured by a leverage ratio, that is, the ratio of total debt to annualized
operating cash flow of Bresnan and its restricted subsidiaries. Annualized
operating cash flow is defined as the immediately preceding quarter's operating
cash flow multiplied by four. The interest rate margins for the Bresnan credit
facilities are as follows:
- there is no margin with respect to the revolving loan facility;
- with respect to the term loan A facility, the margin ranges from 0.75% to
2.25% for eurodollar loans and from 0.0% to 1.25% for base rate loans;
- with respect to the term loan B facility, the margin ranges from 2.5% to
2.75% for eurodollar loans and from 1.5% to 1.75% for base rate loans.
The Bresnan credit facilities contain various representations and
warranties, affirmative and negative covenants, information requirements, events
of default and financial covenants. The events of default for the Bresnan credit
facilities include a cross-default provision that is triggered by any
acceleration of the maturity of debt of Bresnan, its parent and specified
subsidiaries in a total amount of at least $15 million or the nonpayment of debt
with this principal amount. The financial covenants, which are generally tested
on a quarterly basis, measure performance against standards set for