capital contribution from Mr. Allen, which was funded from Mr. Allen's credit
facilities with Commerzbank AG and Citibank, N.A.
On November 12, 1999, immediately after the closing of the acquisition of
Falcon Communications, L.P., Belo Ventures, Inc. one of the Falcon sellers and
the recipient of 1,625,178 Class D Common Membership Units of Charter Holdco
exercised its put right, pursuant to the terms of a Put Agreement, dated
November 12, 1999, between Mr. Allen and Belo Ventures, Inc. pursuant to which
it had the right to put the Class D Common Membership Units it received in the
Falcon transaction to Mr. Allen. Vulcan, as Mr. Allen's designee, purchased
these Class D Common Membership Units with a capital contribution from Mr.
Allen, which was funded from an existing margin credit facility maintained by
Mr. Allen with BT Alex. Brown Incorporated (the "Margin Facility"), which is
described in more detail below. Pursuant to Charter Holdco operating agreement,
the Class D Common Membership Units converted into Class A Membership Units upon
Vulcan's acquisition of such units.
On November 12, 1999, as a result of the underwriters' exercise of their
option to purchase additional shares to cover over-allotments in connection with
the initial public offering of the Issuer, Vulcan (as transferee of Belo
Ventures, Inc.'s interest in Charter Holdco), acquired an additional 24,670
Class A Membership Units of Charter Holdco.
Credit and Guaranty Agreement among PGA Credit II LLC, Mr. Allen, Commerzbank
Lenders, et. al.
Pursuant to a Credit and Guaranty Agreement, dated as of September 17, 1999
(the "Commerzbank Agreement"), among PGA Credit II LLC ("PGA Credit II"), an
entity wholly-owned by Mr. Allen, Mr. Allen, Commerzbank AG, New York Branch, as
administrative agent and lead arranger, Commerzbank AG, New York Branch and
Commerzbank AG, Grand Cayman Branch, as lenders, Bank of Montreal, as co-
syndication, co-arranger and lender, Paribas, as documentation agent,
co-arranger and lender, Credit Lyonnais Los Angeles Branch, as co-syndication
agent, co-arranger and lender, Caja Madrid, as lender, Bank One, N.A., as
lender, Westdeutsche Landesbank Girozentrale, New York Branch, as lender, the
Northern Trust Company, as lender, Bank of America, N.A., as lender, Fleet
National Bank, as lender, Landesbank Hessen-Thuringen Girozentrale, as lender,
Mellon Bank, N.A., as lender, The Bank of Nova Scotia, as lender, U.S. Bank
National Association, as lender, Wells Fargo Bank, N.A., as lender, DG Bank
Deutsche Genossenschaftsbank AG, as lender, First Union National Bank, as
lender, Suntrust Bank, Central Florida, N.A., as lender, Bank Hapoalim BM, as
lender, Bank Austria Creditanstalt Corporate Finance, Inc., as lender, Bank of
China, New York Branch, as lender, Bank of Hawaii, as lender and Bayerische
Hypo-Und Vereinsbank AG, New York Branch, Credit Commercial De France, as
lender, Landesbank Sachsen Girozentrale, as lender, Mercantile Bank, N.A., as
lender, Michigan National Bank, as lender, The Royal Bank of Scotland Plc, as
lender, Washington Mutual Bank d/b/a Western Bank, as lender, Australia and New
Zealand Banking Group Limited, as lender, Banca Popolare di Milano New York
Branch, as lender, National City Bank, as lender, United World Chinese
Commercial Bank, Los Angeles Agency, as lender, Erste Bank Oesterreicchischen
Sparkassen, as lender, The Fuji Bank, Limited, Los Angeles Agency, as lender,
IKB Deutsche Industriebank AG, Luxembourg Branch, as lender, Manufacturers Bank,
as lender, Allied Irish Banks, Plc, as lender, Banco Totta & Acores, as lender,
Bank of Canton of California, as lender, Banque Caisse D'Eparange De L'Etat,
Luxembourg, as lender, Land Bank of Taiwan, LA Branch, as lender, People's Bank,
as lender, Banque Diamantaire Anversoise (Switzerland) SA, as lender and such
other lenders as may become party to the agreement from time to time, PGA Credit
II has a term loan with an initial aggregate amount of $1,500,000,000 (the
"Loan"), for the purpose of making distributions to Mr. Allen to fund the
investment in the membership units of Charter Holdco (the "Initial Investment").
PGA Credit II's obligations are secured by a pledge of certain of its assets.
Additionally, Mr. Allen guaranteed PGA Credit II's obligations under the
Commerzbank Agreement. The term of the Loan is five years; provided that (i) Mr.
Allen and PGA Credit II are required to prepay amounts outstanding with any net
cash proceeds of the sale of any Initial Investment or any security into which
the Initial Investment is exchanged or converted to the extent of the net cash
proceeds and (ii) the Loan is immediately payable in full if Mr. Allen, PGA
Credit II or any affiliate of either elects to exchange any Class B Common Stock
or Class B Common Stock Equivalents into Class A Common Stock.
The foregoing description of the Commerzbank Agreement is not, and does not
purport to be, complete and is qualified in its entirety by reference to the
Commerzbank Agreement, a copy of which is filed herewith as Exhibit 10.1 hereto
and incorporated in its entirety by reference.