Charter 2002 Annual Report Download - page 47

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tions VII in Falcon Cable Communications, but are not secured by the other assets of Charter
Communications VII.
The Falcon credit facilities provide for two term facilities, one with a principal amount of $192 million
that matures June 2007 (Term B), and the other with the principal amount of $288 million that matures
December 2007 (Term C). The Falcon credit facilities also provide for a reducing revolving facility of up to
approximately $68 million (maturing in December 2006), a reducing supplemental facility of up to
$110 million (maturing in December 2007) and a second reducing revolving facility of up to $670 million
(maturing in June 2007). Supplemental credit facilities in the amount of up to $486 million may also be
available from lenders within or outside the lending group that agree to provide it. Amounts under the Falcon
credit facilities bear interest at the base rate or the Eurodollar rate, as deÑned, plus a margin of up to 2.5% for
Eurodollar loans (4.07% to 2.68% as of December 31, 2002) and up to 1.5% for base rate loans. A quarterly
commitment fee of between 0.25% and 0.375% per annum is payable on the unborrowed balance of the
revolving facilities.
As of December 31, 2002, outstanding borrowings were $1.2 billion and unused availability was
$173 million, all of which would have been available based on our Ñnancial covenants as of December 31,
2002. We repaid $97 million under the Falcon revolving credit facilities with proceeds from the issuance of the
January 2002 Charter Holdings notes.
CC VIII Operating Credit Facilities. The obligations under the CC VIII Operating credit facilities are
guaranteed by the parent company of CC VIII Operating, CC VIII Holdings, LLC, and by the subsidiaries of
CC VIII Operating. The obligations under the CC VIII Operating credit facilities are secured by pledges of
all equity interests owned by CC VIII Operating and its subsidiaries in other persons, and by intercompany
obligations owing to CC VIII Operating or its subsidiaries by their aÇliates, but are not secured by other
assets of CC VIII Operating or its subsidiaries. The obligations under the CC VIII Operating credit facilities
are also secured by pledges of equity interests owned by CC VIII Holdings in other persons, and by
intercompany obligations owing to CC VIII Holdings by its aÇliates, but are not secured by the other assets of
CC VIII Holdings.
The CC VIII Operating credit facilities provide for borrowings of up to $1.49 billion as of December 31,
2002. The CC VIII Operating credit facilities provide for three term facilities, two Term A facilities with a
reduced current aggregate principal amount of $450 million, that continues reducing quarterly until they reach
maturity in June 2007, and a Term B facility with a principal amount of $495 million, that continues reducing
quarterly until it reaches maturity in February 2008. The amortization of the principal amount of the Term B
term loan facilities is substantially ""back-ended,'' with more than 90% of the principal balance due in the year
of maturity. The CC VIII Operating credit facilities also provide for two reducing revolving credit facilities, in
the aggregate amount of $547 million, which reduce quarterly beginning in March 2002 and September 2005,
respectively, with maturity dates in June 2007. Supplemental facilities in the amount of $300 million may be
available from lenders within or outside the lending group that agree to provide it. Amounts under the
CC VIII Operating credit facilities bear interest at the base rate or the Eurodollar rate, as deÑned, plus a
margin of up to 2.75% for Eurodollar loans (4.54% to 2.89% as of December 31, 2002) and up to 1.75% for
base rate loans. A quarterly commitment fee of between 0.250% and 0.375% is payable on the unborrowed
balance of the revolving credit facilities.
As of December 31, 2002, outstanding borrowings were $1.2 billion, and unused availability was
$326 million, all of which would have been available based on our Ñnancial covenants as of December 31,
2002. We repaid $107 million under the CC VIII revolving credit facilities with proceeds from the issuance of
the January 2002 Charter Holdings notes.
Credit Facilities Ì Restrictive Covenants. Each of the credit facilities of our subsidiaries contain
representations and warranties, aÇrmative and negative covenants similar to those described below with
respect to the indentures governing the public notes of our subsidiaries, information requirements, events of
default and Ñnancial covenants. The Ñnancial covenants, which are generally tested on a quarterly basis,
measure performance against standards set for leverage, debt service coverage, and operating cash Öow
coverage of cash interest expense. Additionally, the credit facilities contain provisions requiring mandatory
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