Charter 2003 Annual Report Download - page 69

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to repurchase the notes, in whole or in part, at 100% of their principal amount plus accrued interest at the
repurchase date.
March 1999 Charter Holdings Notes
The March 1999 Charter Holdings notes were issued under three separate indentures, each dated as of
March 17, 1999, among Charter Holdings and Charter Capital, as the issuers, and BNY Midwest Trust
Company, as trustee. Charter Holdings and Charter Capital exchanged these notes for new March 1999
Charter Holdings notes with substantially similar terms, except that the new March 1999 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 March 1999 Charter Holdings notes are general unsecured obligations of Charter Holdings and
Charter Capital. Cash interest on the March 1999 9.920% Charter Holdings notes will not accrue prior to
April 1, 2004.
The March 1999 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 January 2000, 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 March 1999 8.250% Charter
Holdings notes prior to their maturity date on April 1, 2007. On or after April 1, 2004, Charter Holdings and
Charter Capital may redeem some or all of the March 1999 8.625% Charter Holdings notes and the March
1999 9.920% Charter Holdings notes at any time, in each case, at a premium. The optional redemption price
declines to 100% of the principal amount of March 1999 Charter Holdings notes redeemed, plus accrued and
unpaid interest, if any, for redemption on or after April 1, 2007.
In the event that a speciÑed change of control event occurs, Charter Holdings and Charter Capital must
oÅer to repurchase any then outstanding March 1999 Charter Holdings notes at 101% of their principal
amount or accreted value, as applicable, plus accrued and unpaid interest, if any.
The indentures governing the March 1999 Charter Holdings senior notes contain restrictive covenants
that limit certain transactions or activities by Charter Holdings and its restricted subsidiaries. See ""Ì Sum-
mary of Restrictive Covenants under Charter Holdings High-Yield Note Indentures.'' All but two of Charter
Holdings' direct and indirect subsidiaries are currently restricted subsidiaries.
January 2000 Charter Holdings Notes
The January 2000 Charter Holdings notes were issued under three separate indentures, each dated as of
January 12, 2000, among Charter Holdings and Charter Capital, as 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. 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.
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