Charter 2003 Annual Report Download - page 120

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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)
the issuers, and BNY Midwest Trust Company, as trustee. In June 2000, Charter Holdings and Charter
Capital exchanged these notes for new January 2000 Charter Holdings notes, with substantially similar terms,
except that the new January 2000 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 January 2000 Charter Holdings notes are general unsecured obligations of Charter Holdings and
Charter Capital. The January 2000 10.00% Charter Holdings notes mature on April 1, 2009, and as of
December 31, 2003, there was $640 million in total principal amount of these notes outstanding. The January
2000 10.25% Charter Holdings notes mature on January 15, 2010 and as of December 31, 2003, there was
$318 million in total principal amount of these notes outstanding. The January 2000 11.75% Charter Holdings
notes mature on January 15, 2010 and as of December 31, 2003, the total principal amount outstanding was
$450 million and the total accreted value of these notes was approximately $400 million. Cash interest on the
January 2000 11.75% Charter Holdings notes will not accrue prior to January 15, 2005.
The January 2000 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 March 1999, 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 notes, and the credit facilities.
Charter Holdings and Charter Capital will not have the right to redeem the January 2000 10.00% Charter
Holdings notes prior to their maturity date on April 1, 2009. On or after January 15, 2005, Charter Holdings
and Charter Capital may redeem some or all of the January 2000 10.25% Charter Holdings notes and the
January 2000 11.75% Charter Holdings notes at any time, in each case, at a premium. The optional
redemption price declines to 100% of the principal amount of the January 2000 Charter Holdings notes
redeemed, plus accrued and unpaid interest, if any, for redemption on or after January 15, 2008.
In the event that a speciÑed change of control event occurs, Charter Holdings and Charter Capital must
oÅer to repurchase any then outstanding January 2000 Charter Holdings notes at 101% of their total principal
amount or accreted value, as applicable, plus accrued and unpaid interest, if any.
The indentures governing the January 2000 Charter Holdings notes contain substantially identical events
of default, aÇrmative covenants and negative covenants as those contained in the indentures governing the
March 1999 Charter Holdings notes.
January 2001 Charter Holdings Notes. The January 2001 Charter Holdings notes were issued under
three separate indentures, each dated as of January 10, 2001, each among Charter Holdings and Charter
Capital, as the issuers, and BNY Midwest Trust Company, as trustee. In March 2001, Charter Holdings and
Charter Capital exchanged these notes for new January 2001 Charter Holdings notes, with substantially
similar terms, except that the new January 2001 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 January 2001 Charter Holdings notes are general unsecured obligations of Charter Holdings and
Charter Capital. The January 2001 10.750% Charter Holdings notes mature on October 1, 2009, and as of
December 31, 2003, there was $874 million in total principal amount of these notes outstanding. The January
2001 11.125% Charter Holdings notes mature on January 15, 2011 and as of December 31, 2003, there was
$500 million in total principal amount outstanding. The January 2001 13.500% Charter Holdings notes mature
on January 15, 2011 with a total principal amount at maturity of $675 million. As of December 31, 2003, the
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