Charter 2003 Annual Report Download - page 119

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CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 and 2001
(dollars in millions, except where indicated)
occurrence of speciÑed events to provide protection rights to holders of the notes. Additionally, Charter may
adjust the conversion ratio under certain circumstances when deemed appropriate. These notes are redeem-
able at Charter's option at amounts decreasing from 101.9% to 100% of the principal amount, plus accrued and
unpaid interest beginning on June 4, 2004, to the date of redemption. Interest is payable semiannually on
December 1 and June 1, beginning December 1, 2001, until maturity on June 1, 2006.
The 4.75% Charter convertible notes rank equally with any of Charter's future unsubordinated and
unsecured indebtedness, but are structurally subordinated to all existing and future indebtedness and other
liabilities of Charter's subsidiaries. Upon a change of control, subject to certain conditions and restrictions,
Charter may be required to repurchase the notes, in whole or in part, at 100% of their principal amount plus
accrued interest at the repurchase date.
March 1999 Charter Holdings Notes. The March 1999 Charter Holdings notes were issued under three
separate indentures, each dated as of March 17, 1999, among Charter Holdings and Charter Communications
Capital Corporation (""Charter Capital''), as the issuers, and BNY Midwest Trust Company, as trustee.
Charter Holdings and Charter Capital exchanged these notes for new March 1999 Charter Holdings notes
with substantially similar terms, except that the new March 1999 Charter Holdings notes are registered under
the Securities Act and, therefore, do not bear legends restricting their transfer and are not subject to further
registration or special interest obligations.
The March 1999 Charter Holdings notes are general unsecured obligations of Charter Holdings and
Charter Capital. The March 1999 8.250% Charter Holdings notes mature on April 1, 2007, and as of
December 31, 2003, there was $451 million in total principal amount outstanding. The March 1999 8.625%
Charter Holdings notes mature on April 1, 2009 and as of December 31, 2003, there was $1.2 billion in total
principal amount outstanding. The March 1999 9.920% Charter Holdings notes mature on April 1, 2011 and
as of December 31, 2003, the total principal amount outstanding and accreted value was $1.1 billion. Cash
interest on the March 1999 9.920% Charter Holdings notes will not accrue prior to April 1, 2004.
The March 1999 Charter Holdings notes are senior debts of Charter Holdings and Charter Capital. They
rank equally with all other current and future unsubordinated obligations of Charter Holdings and Charter
Capital, including the January 2000, January 2001, May 2001 and January 2002 Charter Holdings notes. They
are structurally subordinated to the obligations of Charter Holdings' subsidiaries, including the CCH II notes,
the CCO Holdings, LLC (""CCO Holdings'') notes, and the credit facilities.
Charter Holdings and Charter Capital will not have the right to redeem the March 1999 8.250% Charter
Holdings notes prior to their maturity date on April 1, 2007. On or after April 1, 2004, Charter Holdings and
Charter Capital may redeem some or all of the March 1999 8.625% Charter Holdings notes and the March
1999 9.920% Charter Holdings notes at any time, in each case, at a premium. The optional redemption price
declines to 100% of the principal amount of March 1999 Charter Holdings notes redeemed, plus accrued and
unpaid interest, if any, for redemption on or after April 1, 2007.
In the event that a speciÑed change of control event occurs, Charter Holdings and Charter Capital must
oÅer to repurchase any then outstanding March 1999 Charter Holdings notes at 101% of their principal
amount or accreted value, as applicable, plus accrued and unpaid interest, if any.
The indentures governing the March 1999 Charter Holdings senior notes contain restrictive covenants
that limit certain transactions or activities by Charter Holdings and its restricted subsidiaries. All but two of
Charter Holdings' direct and indirect subsidiaries are currently restricted subsidiaries.
January 2000 Charter Holdings Notes. The January 2000 Charter Holdings notes were issued under
three separate indentures, each dated as of January 12, 2000, among Charter Holdings and Charter Capital, as
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