Charter 2003 Annual Report Download - page 124

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003, 2002 and 2001
(dollars in millions, except where indicated)
cash, on April 15 and October 15, commencing on October 15, 2003. The Renaissance notes are due on
April 15, 2008.
CC V Holdings Notes. Charter Holdco acquired CC V Holdings in November 1999 and assumed CC V
Holdings' outstanding 11.875% senior discount notes due 2008 with an accreted value of $113 million as of
December 31, 2003. Commencing December 1, 2003, cash interest on the CC V Holdings 11.875% notes will
be payable semi-annually on June 1 and December 1 of each year.
High-Yield Restrictive Covenants; Limitation on Indebtedness. The indentures governing the notes of
the Company's subsidiaries contain certain covenants that restrict the ability of Charter Holdings, Charter
Capital, CCH II, CCH II Capital Corp., CCO Holdings, CCO Holdings Capital Corp., the CCV Holdings
notes issuers, Renaissance Media Group, and all of their restricted subsidiaries to:
‚ incur additional debt;
‚ pay dividends on equity or repurchase equity;
‚ grant liens;
‚ make investments;
‚ sell all or substantially all of their assets or merge with or into other companies;
‚ sell assets;
‚ enter into sale-leasebacks;
‚ in the case of restricted subsidiaries, create or permit to exist dividend or payment restrictions with
respect to the bond issuers, guarantee their parent companies debt, or issue speciÑed equity interests;
and
‚ engage in certain transactions with aÇliates.
Charter Operating Credit Facilities. The Charter Communications Operating, LLC (""Charter Operat-
ing'') credit facilities were amended and restated as of June 19, 2003 to allow for the insertion of intermediate
holding companies between Charter Holdings and Charter Operating. In exchange for the lenders' consent to
the organizational restructuring, Charter Operating's pricing increased by 50 basis points across all levels in
the pricing grid then in eÅect under the Charter Operating credit facilities.
Obligations under the Charter Operating credit facilities are guaranteed by Charter Holdings, CCO
Holdings and by Charter Operating's subsidiaries, other than the non-recourse subsidiaries, subsidiaries
precluded from so guaranteeing by reason of the provisions of other indebtedness to which they are subject,
and immaterial subsidiaries. The non-recourse subsidiaries include CCO NR Holdings, LLC, and subsidiaries
contributed to CCO NR Holdings, LLC by Charter Holdings in the recent organizational restructuring that
occurred in June and July of 2003, including the CC V/CC VIII Companies, the CC VI Companies and the
CC VII Companies and their respective subsidiaries. The obligations under the Charter Operating credit
facilities are secured by pledges of all equity interests in Charter Operating's direct subsidiaries, all equity
interests owned by its guarantor subsidiaries in their respective subsidiaries, and intercompany obligations
owing to Charter Operating and/or its guarantor subsidiaries by their aÇliates. The obligations are also
secured by a pledge of CCO Holdings' equity interests in all of its direct subsidiaries (including Charter
Operating) as collateral under these credit facilities.
The Charter Operating credit facilities provide for borrowings of up to $5.1 billion and provide for four
term facilities: two Term A facilities with a total principal amount of $1.1 billion that matures in September
F-26