Charter 2003 Annual Report Download - page 71

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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. 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
2001 11.750% Charter Holdings notes, in each case, at a premium with proceeds of certain oÅerings of equity
securities. In addition, on or after May 15, 2006, Charter Holdings and Charter Capital may redeem some or
all of the May 2001 10.000% Charter Holdings notes and the May 2001 11.750% 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 May 2001 Charter Holdings notes redeemed, plus accrued and unpaid interest, if any, for redemption on
or after May 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 May 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 May 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, January 2000 and January 2001 Charter Holdings notes. See ""Ì Summary of Restrictive
Covenants under Charter Holdings High-Yield Note Indentures.''
January 2002 Charter Holdings Notes
The January 2002 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, two of
which were supplements to the indentures for the May 2001 Charter Holdings notes. In July 2002, Charter
Holdings and Charter Capital exchanged substantially all of these notes for new January 2002 Charter
Holdings notes, with substantially similar terms, except that the new January 2002 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 2002 Charter Holdings notes are general unsecured obligations of Charter Holdings and
Charter Capital. Cash interest on the January 2002 12.125% Charter Holdings notes will not accrue prior to
January 15, 2007.
The January 2002 Charter Holdings notes are senior debts of Charter Holdings and Charter Capital.
They rank equally with the current and future unsecured and unsubordinated debt of Charter Holdings,
including the March 1999, January 2000, January 2001 and May 2001 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.
The Charter Holdings 12.125% senior discount notes are redeemable at the option of the issuers at
amounts decreasing from 106.063% to 100% of accreted value beginning January 15, 2007. At any time prior
to January 15, 2005, the issuers may redeem up to 35% of the total principal amount of the 12.125% senior
discount notes at a redemption price of 112.125% of the accreted value under certain conditions.
69