Charter 2004 Annual Report Download - page 128

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES 2004 FORM 10-K
Notes to Consolidated Financial Statements (continued)
equally with all other current and future unsubordinated 101% of their total principal amount or accreted value, as
obligations of Charter Holdings and Charter Capital. They are applicable, plus accrued and unpaid interest, if any.
structurally subordinated to the obligations of Charter Holdings’ The indentures governing the January 2002 Charter Hold-
subsidiaries, including the CCH II notes, the CCO Holdings ings notes contain substantially identical events of default,
notes, the Renaissance notes, the CC V Holdings notes, the affirmative covenants and negative covenants as those contained
Charter Operating credit facilities and the Charter Operating in the indentures governing the March 1999, January 2000,
notes. January 2001 and May 2001 Charter Holdings notes.
Charter Holdings and Charter Capital will not have the CCH II Notes. In September 2003, CCH II and CCH II Capital
right to redeem the May 2001 9.625% Charter Holdings notes
Corp. jointly issued $1.6 billion total principal amount of
prior to their maturity on November 15, 2009. On or after
10.25% senior notes due 2010. The CCH II notes are general
May 15, 2006, Charter Holdings and Charter Capital may
unsecured obligations of CCH II and CCH II Capital Corp.
redeem some or all of the May 2001 10.000% Charter Holdings
They rank equally with all other current or future
notes and the May 2001 11.750% Charter Holdings notes at any
unsubordinated obligations of CCH II and CCH II Capital Corp.
time, in each case, at a premium. The optional redemption price
The CCH II notes are structurally subordinated to all obliga-
declines to 100% of the principal amount of the May 2001
tions of subsidiaries of CCH II, including the CCO Holdings
Charter Holdings notes redeemed, plus accrued and unpaid
notes, the Renaissance notes, the CC V Holdings notes, the
interest, if any, for redemption on or after May 15, 2009.
Charter Operating credit facilities and the Charter Operating
In the event that a specified change of control event occurs,
notes.
Charter Holdings and Charter Capital must offer to repurchase
Interest on the CCH II notes accrues at 10.25% per annum
any then outstanding May 2001 Charter Holdings notes at 101%
and is payable semi-annually in arrears on each March 15 and
of their total principal amount or accreted value, as applicable,
September 15, commencing on March 15, 2004.
plus accrued and unpaid interest, if any.
At any time prior to September 15, 2006, the issuers of the
The indentures governing the May 2001 Charter Holdings
CCH II notes may redeem up to 35% of the total principal
notes contain substantially identical events of default, affirmative
amount of the CCH II notes on a pro rata basis at a redemption
covenants and negative covenants as those contained in the
price equal to 110.25% of the principal amount of CCH II notes
indentures governing the March 1999, January 2000 and January
redeemed, plus any accrued and unpaid interest.
2001 Charter Holdings notes.
On or after September 15, 2008, the issuers of the CCH II
January 2002 Charter Holdings Notes. The January 2002 Charter notes may redeem all or a part of the notes at a redemption
Holdings notes are general unsecured obligations of Charter price that declines ratably from the initial redemption price of
Holdings and Charter Capital. The January 2002 Charter 105.125% to a redemption price on or after September 15, 2009
Holdings notes consist of $330 million in total principal amount of 100.0% of the principal amount of the CCH II notes
at maturity of 12.125% senior discount notes due 2012. redeemed, plus, in each case, any accrued and unpaid interest.
The January 2002 12.125% senior discount notes mature on In the event of specified change of control events, CCH II
January 15, 2012, and as of December 31, 2004, the total must offer to purchase the outstanding CCH II notes from the
principal amount outstanding was $330 million and the total holders at a purchase price equal to 101% of the total principal
accreted value of these notes was approximately $259 million. amount of the notes, plus any accrued and unpaid interest.
Cash interest on the January 2002 12.125% Charter Holdings The indenture governing the CCH II notes contains
notes will not accrue prior to January 15, 2007. restrictive covenants that limit certain transactions or activities
The January 2002 Charter Holdings notes are senior debt by CCH II and its restricted subsidiaries. Substantially all of
obligations of Charter Holdings and Charter Capital. They rank CCH II’s direct and indirect subsidiaries are currently restricted
equally with the current and future unsecured and subsidiaries.
unsubordinated debt of Charter Holdings. They are structurally
CCO Holdings Notes
subordinated to the obligations of Charter Holdings’ subsidiaries,
including the CCH II notes, the CCO Holdings notes, the 83
/4% Senior Notes due 2013
Renaissance notes, the CC V Holdings notes, the Charter In November 2003, CCO Holdings and CCO Holdings Capital
Operating credit facilities and the Charter Operating notes. Corp. jointly issued $500 million total principal amount of
The Charter Holdings 12.125% senior discount notes are 83
/4% senior notes due 2013. The CCO Holdings notes are
redeemable at the option of the issuers at amounts decreasing general unsecured obligations of CCO Holdings and CCO
from 106.063% to 100% of accreted value beginning January 15, Holdings Capital Corp. They rank equally with all other current
2007. or future unsubordinated obligations of CCO Holdings and
In the event that a specified change of control event occurs, CCO Holdings Capital Corp. The CCO Holdings notes are
Charter Holdings and Charter Capital must offer to repurchase structurally subordinated to all obligations of CCO Holdings’
any then outstanding January 2002 Charter Holdings notes at subsidiaries, including the Renaissance notes, the CC V Hold-
F-20