Charter 2005 Annual Report Download - page 66

CHARTER COMMUNICATIONS, INC. 2005 FORM 10-K
Charter Holdings notes. See ‘‘— Summary of Restrictive Cove- The January 2002 Charter Holdings notes are general
nants under Charter Holdings High-Yield Notes.’’ unsecured obligations of Charter Holdings and Charter Capital.
Cash interest on the January 2002 12.125% Charter Holdings
May 2001 Charter Holdings Notes notes will not accrue prior to January 15, 2007.
The May 2001 Charter Holdings notes were issued under three The January 2002 Charter Holdings notes are senior debt
separate indentures, each among Charter Holdings and Charter obligations of Charter Holdings and Charter Capital. They rank
Capital, as the issuers, and BNY Midwest Trust Company, as equally with the current and future unsecured and
trustee. In September 2001, Charter Holdings and Charter unsubordinated debt of Charter Holdings and Charter Capital.
Capital exchanged substantially all of these notes for new notes They are structurally subordinated to the obligations of Charter
with substantially similar terms, except that the new notes are Holdings’ subsidiaries, including the CIH notes, the CCH I
registered under the Securities Act. notes, the CCH II notes, the CCO Holdings notes, the
The May 2001 Charter Holdings notes are general Renaissance notes, the Charter Operating notes and the Charter
unsecured obligations of Charter Holdings and Charter Capital. Operating credit facilities.
Cash interest on the May 2001 11.750% Charter Holdings notes The Charter Holdings 12.125% senior discount notes are
will not accrue prior to May 15, 2006. redeemable at the option of the issuers at amounts decreasing
The May 2001 Charter Holdings notes are senior debt from 106.063% to 100% of accreted value beginning January 15,
obligations of Charter Holdings and Charter Capital. They rank 2007.
equally with all other current and future unsubordinated In the event that a specified change of control event occurs,
obligations of Charter Holdings and Charter Capital. They are Charter Holdings and Charter Capital must offer to repurchase
structurally subordinated to the obligations of Charter Holdings’ any then outstanding January 2002 Charter Holdings notes at
subsidiaries, including the CIH notes, the CCH I notes, the 101% of their total principal amount or accreted value, as
CCH II notes, the CCO Holdings notes, the Renaissance notes, applicable, plus accrued and unpaid interest, if any.
the Charter Operating notes and the Charter Operating credit The indentures governing the January 2002 Charter Hold-
facilities. ings notes contain substantially identical events of default,
Charter Holdings and Charter Capital will not have the affirmative covenants and negative covenants as those contained
right to redeem the May 2001 9.625% Charter Holdings notes in the indentures governing the March 1999, January 2000,
prior to their maturity on November 15, 2009. On or after January 2001 and May 2001 Charter Holdings notes. See
May 15, 2006, Charter Holdings and Charter Capital may ‘‘— Summary of Restrictive Covenants under Charter Holdings
redeem some or all of the May 2001 10.000% Charter Holdings High-Yield Notes.’’
notes and the May 2001 11.750% Charter Holdings notes at any
time, in each case, at a premium. The optional redemption price Summary of Restrictive Covenants under Charter Holdings High-Yield
declines to 100% of the principal amount of the May 2001 Notes.
Charter Holdings notes redeemed, plus accrued and unpaid The limitations on incurrence of debt and issuance of preferred
interest, if any, for redemption on or after May 15, 2009. stock contained in Charter Holdings’ indentures permit Charter
In the event that a specified change of control event occurs, Holdings and its subsidiaries to incur additional debt or issue
Charter Holdings and Charter Capital must offer to repurchase preferred stock, so long as there is no default under the Charter
any then outstanding May 2001 Charter Holdings notes at 101% Holdings indentures. These limitations restrict the incurrence of
of their total principal amount or accreted value, as applicable, debt unless, after giving pro forma effect to the incurrence, the
plus accrued and unpaid interest, if any. Charter Holdings Leverage Ratio would be below 8.75 to 1.0. In
The indentures governing the May 2001 Charter Holdings addition, regardless of whether the leverage ratio could be met,
notes contain substantially identical events of default, affirmative so long as no default exists or would result from the incurrence
covenants and negative covenants as those contained in the or issuance, Charter Holdings and its restricted subsidiaries are
indentures governing the March 1999, January 2000 and January permitted to issue:
2001 Charter Holdings notes. See ‘‘— Summary of Restrictive (up to $3.5 billion of debt under credit facilities,
Covenants under Charter Holdings High-Yield Notes.’’
(up to $75 million of debt incurred to finance the purchase
January 2002 Charter Holdings Notes or capital lease of new assets,
The January 2002 Charter Holdings notes were issued under
(up to $300 million of additional debt for any purpose,
three separate indentures, each among Charter Holdings and
Charter Capital, as the issuers, and BNY Midwest Trust (additional debt in an amount equal to 200% of proceeds of
Company, as trustee, two of which were supplements to the new cash equity proceeds received by Charter Holdings
indentures for the May 2001 Charter Holdings notes. In July and its restricted subsidiaries since March 1999, the date of
2002, Charter Holdings and Charter Capital exchanged substan- our first indenture, and not allocated for restricted pay-
tially all of these notes for new notes, with substantially similar ments or permitted investments, and
terms, except that the new notes are registered under the (other items of indebtedness for specific purposes such as
Securities Act. intercompany debt, refinancing of existing debt, and interest
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