Charter 2003 Annual Report Download - page 121

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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)
total accreted value of these 13.500% notes was approximately $517 million. Cash interest on the January
2001 13.500% Charter Holdings notes will not accrue prior to January 15, 2006.
The January 2001 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 2000, 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 2001 10.750%
Charter Holdings notes prior to their maturity date on October 1, 2009. On or after January 15, 2006, Charter
Holdings and Charter Capital may redeem some or all of the January 2001 11.125% Charter Holdings notes
and the January 2001 13.500% 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 2001 Charter Holdings notes
redeemed, plus accrued and unpaid interest, if any, for redemption on or after January 15, 2009.
In the event that a speciÑed change of control event occurs, Charter Holdings and Charter Capital must
oÅer to repurchase any then outstanding January 2001 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 2001 Charter Holdings notes contain substantially identical events
of default, aÇrmative covenants and negative covenants as those contained in the indentures governing the
March 1999 and January 2000 Charter Holdings notes.
May 2001 Charter Holdings Notes. The May 2001 Charter Holdings notes were issued under three
separate indentures, each among Charter Holdings and Charter Capital, as the issuers, and BNY Midwest
Trust Company, as trustee. In September 2001, Charter Holdings and Charter Capital exchanged substan-
tially all of these notes for new May 2001 Charter Holdings notes, with substantially similar terms, except that
the new May 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 May 2001 Charter Holdings notes are general unsecured obligations of Charter Holdings and
Charter Capital. The May 2001 9.625% Charter Holdings notes mature on November 15, 2009, and as of
December 31, 2003, combined with the January 2002 additional bond issue discussed below, there was
$640 million in total principal amount outstanding. The May 2001 10.000% Charter Holdings notes mature on
May 15, 2011 and as of December 31, 2003, combined with the January 2002 additional bond issue discussed
below, there was $710 million in total principal amount outstanding. The May 2001 11.750% Charter Holdings
notes issued in the total principal amount at maturity of $1.0 billion mature on May 15, 2011 and as of
December 31, 2003, the total principal amount outstanding was $939 million and the total accreted value of
the 11.750% notes was approximately $717 million. Cash interest on the May 2001 11.750% Charter Holdings
notes will not accrue prior to May 15, 2006.
The May 2001 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 2000, January 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 May 2001 9.625% Charter
Holdings notes prior to their maturity date on November 15, 2009. Before May 15, 2004, Charter Holdings
and Charter Capital may redeem up to 35% of the May 2001 10.000% Charter Holdings notes and the May
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