Charter 2005 Annual Report Download - page 65

CHARTER COMMUNICATIONS, INC. 2005 FORM 10-K
structurally subordinated to the obligations of Charter Holdings’ the principal amount of the January 2000 Charter Holdings
subsidiaries, including the CIH notes, the CCH I notes, CCH II notes redeemed, plus accrued and unpaid interest, if any, for
notes, the CCO Holdings notes, the Renaissance notes, the redemption on or after January 15, 2008.
Charter Operating notes and the Charter Operating credit In the event that a specified change of control event occurs,
facilities. Charter Holdings and Charter Capital must offer to repurchase
Charter Holdings and Charter Capital will not have the any then outstanding January 2000 Charter Holdings notes at
right to redeem the March 1999 8.250% Charter Holdings notes 101% of their total principal amount or accreted value, as
prior to their maturity date on April 1, 2007. Charter Holdings applicable, plus accrued and unpaid interest, if any.
and Charter Capital may redeem some or all of the March 1999 The indentures governing the January 2000 Charter Hold-
8.625% Charter Holdings notes and the March 1999 9.920% ings notes contain substantially identical events of default,
Charter Holdings notes at any time, in each case, at a premium. affirmative covenants and negative covenants as those contained
The optional redemption price declines to 100% of the principal in the indentures governing the March 1999 Charter Holdings
amount of March 1999 Charter Holdings notes redeemed, plus notes. See ‘‘— Summary of Restrictive Covenants under Charter
accrued and unpaid interest, if any, for redemption on or after Holdings High-Yield Notes.’’
April 1, 2007. January 2001 Charter Holdings Notes
In the event that a specified change of control event occurs, The January 2001 Charter Holdings notes were issued under
Charter Holdings and Charter Capital must offer to repurchase three separate indentures, each dated as of January 10, 2001,
any then outstanding March 1999 Charter Holdings notes at each among Charter Holdings and Charter Capital, as the
101% of their principal amount or accreted value, as applicable, issuers, and BNY Midwest Trust Company, as trustee. In March
plus accrued and unpaid interest, if any. 2001, Charter Holdings and Charter Capital exchanged these
The indentures governing the March 1999 Charter Hold- notes for new notes with substantially similar terms, except that
ings notes contain restrictive covenants that limit certain the new notes are registered under the Securities Act.
transactions or activities by Charter Holdings and its restricted The January 2001 Charter Holdings notes are general
subsidiaries. Substantially all of Charter Holdings’ direct and unsecured obligations of Charter Holdings and Charter Capital.
indirect subsidiaries are currently restricted subsidiaries. See Cash interest on the January 2001 13.500% Charter Holdings
‘‘— Summary of Restrictive Covenants under Charter Holdings notes began to accrue on January 15, 2006.
High-Yield Notes.’’ The January 2001 Charter Holdings notes are senior debt
January 2000 Charter Holdings Notes obligations of Charter Holdings and Charter Capital. They rank
The January 2000 Charter Holdings notes were issued under equally with all other current and future unsubordinated
three separate indentures, each dated as of January 12, 2000, obligations of Charter Holdings and Charter Capital. They are
among Charter Holdings and Charter Capital, as the issuers, and structurally subordinated to the obligations of Charter Holdings’
BNY Midwest Trust Company, as trustee. In June 2000, Charter subsidiaries, including the CIH notes, the CCH I notes, the
Holdings and Charter Capital exchanged these notes for new CCH II notes, the CCO Holdings notes, the Renaissance notes,
notes with substantially similar terms, except that the new notes the Charter Operating notes and the Charter Operating credit
are registered under the Securities Act. facilities.
The January 2000 Charter Holdings notes are general Charter Holdings and Charter Capital will not have the
unsecured obligations of Charter Holdings and Charter Capital. right to redeem the January 2001 10.750% Charter Holdings
Cash interest on the January 2000 11.75% Charter Holdings notes prior to their maturity date on October 1, 2009. Charter
notes began to accrue on January 15, 2005. Holdings and Charter Capital may redeem some or all of the
The January 2000 Charter Holdings notes are senior debt January 2001 11.125% Charter Holdings notes and the January
obligations of Charter Holdings and Charter Capital. They rank 2001 13.500% Charter Holdings notes at any time, in each case,
equally with all other current and future unsubordinated at a premium. The optional redemption price declines to 100%
obligations of Charter Holdings and Charter Capital. They are of the principal amount of the January 2001 Charter Holdings
structurally subordinated to the obligations of Charter Holdings’ notes redeemed, plus accrued and unpaid interest, if any, for
subsidiaries, including the CIH notes, the CCH I notes, the redemption on or after January 15, 2009.
CCH II notes, the CCO Holdings notes, the Renaissance notes, In the event that a specified change of control event occurs,
the Charter Operating notes and the Charter Operating credit Charter Holdings and Charter Capital must offer to repurchase
facilities. any then outstanding January 2001 Charter Holdings notes at
Charter Holdings and Charter Capital will not have the 101% of their total principal amount or accreted value, as
right to redeem the January 2000 10.00% Charter Holdings applicable, plus accrued and unpaid interest, if any.
notes prior to their maturity on April 1, 2009. Charter Holdings The indentures governing the January 2001 Charter Hold-
and Charter Capital may redeem some or all of the January ings notes contain substantially identical events of default,
2000 10.25% Charter Holdings notes and the January 2000 affirmative covenants and negative covenants as those contained
11.75% Charter Holdings notes at any time, in each case, at a in the indentures governing the March 1999 and January 2000
premium. The optional redemption price declines to 100% of
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