Charter 2003 Annual Report Download - page 65

Charter Operating Credit Facilities
The Charter Operating 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
2007, each with diÅerent amortization schedules, one that began in June 2002 and one beginning in
September 2005; and two Term B facilities with a total principal amount of $2.7 billion, of which $1.8 billion
matures in March 2008 and $884 million matures in September 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 Charter Operating credit facilities also provide for two revolving
credit facilities, in a total amount of $1.3 billion, one which will reduce annually beginning in March 2004 and
one which will reduce quarterly beginning in September 2005, with a maturity date in September 2007.
Supplemental credit facilities in the amount of approximately $100 million may be available from lenders
within or outside the lending group that agree to provide it. Amounts under the Charter Operating credit
facilities bear interest at the Eurodollar rate or the base rate, each as deÑned, plus a margin of up to 3.0% for
Eurodollar loans (3.15% to 3.92% as of December 31, 2003) and 2.0% 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 credit facilities.
As of December 31, 2003, outstanding borrowings under the Charter Operating credit facilities were
approximately $4.5 billion and the unused total potential availability was $681 million, although our Ñnancial
covenants limited the availability under these facilities to $213 million as of December 31, 2003.
CC VI Operating Credit Facilities
The obligations under the CC VI Operating credit facilities are guaranteed by CC VI Operating's parent,
CC VI Holdings, LLC, and by the subsidiaries of CC VI Operating other than immaterial subsidiaries. The
obligations under the CC VI Operating credit facilities are secured by pledges of all equity interests owned by
CC VI Operating and its guarantor subsidiaries in other persons, and by intercompany obligations owing
CC VI Operating and/or its guarantor subsidiaries by their aÇliates, but are not secured by other assets of
CC VI Operating or its subsidiaries. The obligations under the CC VI Operating credit facilities are also
secured by pledges by CC VI Holdings of all equity interests it holds in other persons, and intercompany
obligations owing to it by its aÇliates, but are not secured by the other assets of CC VI Holdings.
The CC VI Operating credit facilities provide for two term facilities, one with a principal amount of
$380 million that matures May 2008 (Term A), and the other with a principal amount of $372 million that
matures November 2008 (Term B). The CC VI Operating credit facilities also provide for a $350 million
reducing revolving credit facility with a maturity date in May 2008. Supplemental credit facilities in the
amount of approximately $300 million may be available until December 31, 2004 from lenders within or
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