Charter 2003 Annual Report Download - page 84

SUBSEQUENT EVENTS
Credit Facilities
Amended and Restated Charter Operating Credit Facilities Ì General
The Charter Operating credit facilities were amended and restated concurrently with the sale of
$1.5 billion senior second lien notes in April 2004, among other things, to defer maturities and increase
availability under these facilities and to enable Charter Operating to acquire the interests of the lenders under
the CC VI Operating, CC VIII Operating and Falcon credit facilities.
The amended and restated Charter Operating credit facilities:
‚ increase the availability thereunder from $5.1 billion to $6.5 billion; and
‚ provide for two term facilities:
(i) a Term A facility with a total principal amount of $2.0 billion, of which 12.5% matures in 2007,
30% matures in 2008, 37.5% matures in 2009 and 20% matures in 2010; and
(ii) a Term B facility with a total principal amount of $3.0 billion, which shall be repayable in 27 equal
quarterly installments aggregating in each loan year to 1% of the original amount of the Term B
facility, with the remaining balance due at Ñnal maturity in 2011; and
‚ provide for a revolving credit facility, in a total amount of $1.5 billion, with a maturity date in 2010.
Amounts under the amended and restated Charter Operating credit facilities bear interest, at Charter
Operating's election, at a base rate or the Eurodollar rate, as deÑned, plus a margin for Eurodollar loans of up
to 3.00% for the Term A facility and revolving credit facility, and up to 3.25% for the Term B facility, and for
base rate loans of up to 2.00% for the Term A facility and revolving credit facility, and up to 2.25% for the
Term B facility. A quarterly commitment fee of up to .75% is payable on the unused balance of the revolving
credit facilities.
Obligations arising under the original $5.1 billion commitment amount (the ""Original Obligations'')
continue to be guaranteed by CCO Holdings and by Charter Operating's domestic subsidiaries, other than the
non-guarantor subsidiaries (deÑned below), existing subsidiaries of Charter Operating precluded from so
guaranteeing by reason of the provisions of other indebtedness to which they are subject and immaterial
subsidiaries. The ""non-guarantor subsidiaries'' include CCO NR Holdings, LLC, and subsidiaries contributed
to CCO NR Holdings, LLC by Charter Holdings in the organizational restructuring that occurred in June of
2003, including CC VI Operating, CC VIII Operating and Falcon and their respective subsidiaries. The
Original Obligations continue to be secured by a pledge of equity interests owned by the subsidiary guarantors,
as well as a pledge of CCO Holdings' equity interests in Charter Operating and its subsidiaries, and
intercompany obligations owing to CCO Holdings by Charter Operating and its subsidiaries, and intercom-
pany obligations owing to the subsidiary guarantors. Obligations arising under the amended commitment
amount of $6.5 billion (the ""Amended Obligations'') are secured by a lien on all assets of Charter Operating,
to the extent such lien can be perfected under the Uniform Commercial Code by Ñling a Ñnancing statement,
which assets include capital stock owned by Charter Operating and intercompany obligations owing to it from
its subsidiaries, CC VI Operating, CC VIII Operating and Falcon.
At such time as the Charter Holdings Leverage Ratio, as deÑned in the indentures governing the Charter
Holdings senior notes and senior discount notes and as certiÑed by an oÇcer of Charter Holdings, is below
8.75 to 1.0: (i) the guarantors' guarantees will be amended to increase the amount guaranteed to include all of
the Amended Obligations; (ii) most of the non-guarantor subsidiaries will become additional subsidiary
guarantors of the Amended Obligations; and (iii) the guarantees of the Amended Obligations will be secured
by a lien on all assets of the subsidiary guarantors (including the additional subsidiary guarantors), to the
extent such lien can be perfected under the Uniform Commercial Code by Ñling a Ñnancing statement;
provided that the guarantee and pledge of such interests by CC V Holdings, LLC and its subsidiaries will not
occur until the notes issued by CC V Holdings, LLC are redeemed. The CC V Holdings notes are required to
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