Charter 2003 Annual Report Download - page 67

the total amount of $542 million, which reduce quarterly beginning in June 2002 and September 2005,
respectively, with maturity dates in June 2007. Supplemental facilities in the amount of approximately
$300 million may be available from lenders within or outside the lending group that agree to provide it.
Amounts under the CC VIII Operating credit facilities bear interest at the Eurodollar rate or the base rate,
each as deÑned, plus a margin of up to 2.50% for Eurodollar loans (2.15% to 3.66% as of December 31, 2003)
and up to 1.50% for base rate loans. A quarterly commitment fee of 0.25% is payable on the unborrowed
balance of the revolving credit facilities.
As of December 31, 2003, outstanding borrowings were $1.0 billion, and unused availability was
$363 million although our Ñnancial covenants limited the availability under these facilities to $130 million.
Credit Facilities Ì Restrictive Covenants
Each of the credit facilities of our subsidiaries contains representations and warranties, aÇrmative and
negative covenants similar to those described below with respect to the indentures governing our public notes
and the notes of our subsidiaries, information requirements, events of default and Ñnancial covenants. The
Ñnancial covenants measure performance against standards set for leverage, debt service coverage, and
operating cash Öow coverage of cash interest expense on a quarterly basis or as applicable. Additionally, the
credit facilities contain provisions requiring mandatory loan prepayments under speciÑc circumstances,
including when signiÑcant amounts of assets are sold and the proceeds are not reinvested in assets useful in the
business of the borrower within a speciÑed period. The Charter Operating credit facility also provides that in
the event that any indebtedness of CCO Holdings remains outstanding on the date, which is six months prior
to its scheduled Ñnal maturity, the term loans under the Charter Operating credit facility will mature and the
revolving credit facilities will terminate on such date. As of December 31, 2003, we were in compliance with
the covenants of our credit facilities. See ""Ì Certain Trends and Uncertainties Ì Restrictive Covenants.''
The Charter Operating, CC VIII Operating, Falcon and CC VI Operating credit facilities generally
permit our subsidiaries to make distributions to pay interest on the CCH II notes, the CCO Holdings notes
and the convertible senior notes of Charter and the senior notes of Charter Holdings, in each case provided the
respective borrower's interest coverage ratio (as deÑned in the relevant credit agreement) for the most recent
Ñscal quarter preceding the distribution exceeds 1.75, including the amount of such distribution. In addition,
distributions for interest or other purposes are permitted if the relevant borrower meets speciÑed conditions
and Ñnancial ratios. In each case, such distributions are not permitted during the existence of a default under
the related credit facilities. See ""Ì Certain Trends and Uncertainties Ì Restrictive Covenants.''
The events of default for these credit facilities include, among other things, (i) the failure to make
payments when due or within the applicable grace period, (ii) the failure to comply with speciÑed covenants
or (iii) the occurrence of events that cause or permit the acceleration of other indebtedness owing by the
guarantor, borrower or the borrower's restricted subsidiaries in amounts in excess of the amounts speciÑed
below.
Guarantor/Borrower Principal Amount
Charter Holdings and CCO Holdings/Charter Operating ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $50 million
CC VI Holdings/CC VI OperatingÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $25 million
Charter Communications VII/Falcon Cable Communications ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $10 million
CC VIII Holdings/CC VIII Operating ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ $25 million
Although there are no direct cross-defaults between our subsidiaries' separate credit facilities, an event of
default resulting in the acceleration of the debt under any of our subsidiaries' credit facilities would cause an
event of default under the indentures governing the Charter Holdings notes, CCH II notes, CCO Holdings
notes and our other notes, which would in turn trigger the cross-default provision of the Charter Operating
credit facilities. See ""Ì Certain Trends and Uncertainties Ì Acceleration of Indebtedness of Subsidiaries.''
Further, while intermediate holding companies between Charter Holdings and CCO Holdings are not
guarantors under the Charter Operating credit facilities, their defaults on certain indebtedness of $50 million
or more is an event of default under the Charter Operating credit facilities.
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