Charter 2006 Annual Report Download - page 102

CHARTER COMMUNICATIONS, INC. AND SUBSIDIARIES 2006 FORM 10-K
Notes to Consolidated Financial Statements (continued)
redemption price of 104.375% to a redemption price on or after equal to the Treasury Rate on such date plus 0.50%, over
November 15, 2011 of 100.0% of the principal amount of the (b) the outstanding principal amount of such Note.
CCO Holdings 83
/4% senior notes redeemed, plus, in each case, On or after April 30, 2009, Charter Operating may redeem
any accrued and unpaid interest. all or a part of the 83 /8% senior second lien notes at a
Interest on the CCO Holdings senior floating rate notes redemption price that declines ratably from the initial redemp-
accrues at the LIBOR rate (5.36% and 4.53% as of December 31, tion price of 104.188% to a redemption price on or after
2006 and 2005, respectively) plus 4.125% annually, from the date April 30, 2012 of 100% of the principal amount of the
interest was most recently paid. 83
/8% senior second lien notes redeemed plus in each case
The issuers of the senior floating rate notes may redeem accrued and unpaid interest.
the notes in whole or in part at the issuers’ option from In the event of specified change of control events, Charter
December 15, 2006 until December 14, 2007 for 102% of the Operating must offer to purchase the Charter Operating notes at
principal amount, from December 15, 2007 until December 14, a purchase price equal to 101% of the total principal amount of
2008 for 101% of the principal amount and from and after the Charter Operating notes repurchased plus any accrued and
December 15, 2008, at par, in each case, plus accrued and unpaid interest thereon.
unpaid interest. Renaissance Notes
In the event of specified change of control events, CCO In March 2006, the Company exchanged $37 million of
Holdings must offer to purchase the outstanding CCO Holdings Renaissance Media Group LLC 10% senior discount notes due
senior notes from the holders at a purchase price equal to 101% 2008 for $37 million principal amount of new Charter Operating
of the total principal amount of the notes, plus any accrued and 83
/8% senior second-lien notes due 2014 issued in a private
unpaid interest. transaction. The terms and conditions of the new Charter
Charter Operating Notes Operating 83 /8% senior second-lien notes due 2014 are identical
The Charter Operating notes are senior debt obligations of to Charter Operating’s currently outstanding 83
/8% senior
Charter Operating and Charter Communications Operating second-lien notes due 2014. In June 2006, the Company retired
Capital Corp. To the extent of the value of the collateral (but the remaining $77 million principal amount of Renaissance
subject to the prior lien of the credit facilities), they rank Media Group LLC’s 10% senior discount notes due 2008.
effectively senior to all of Charter Operating’s future unsecured
High-Yield Restrictive Covenants; Limitation on Indebtedness. The
senior indebtedness. The collateral currently consists of the
indentures governing the Charter Holdings, CIH, CCH II, CCO
capital stock of Charter Operating held by CCO Holdings, all of
Holdings and Charter Operating notes contain certain covenants
the intercompany obligations owing to CCO Holdings by
that restrict the ability of Charter Holdings, Charter Capital,
Charter Operating or any subsidiary of Charter Operating, and
CIH, CIH Capital Corp., CCH I, CCH I Capital Corp., CCH II,
substantially all of Charter Operating’s and the guarantors’ assets
CCH II Capital Corp., CCO Holdings, CCO Holdings Capital
(other than the assets of CCO Holdings). CCO Holdings and
Corp., Charter Operating, Charter Communications Operating
those subsidiaries of Charter Operating that are guarantors of, or
Capital Corp., and all of their restricted subsidiaries to:
otherwise obligors with respect to, indebtedness under the
Charter Operating credit facilities and related obligations, guar- (incur additional debt;
antee the Charter Operating notes.
(pay dividends on equity or repurchase equity;
Charter Operating may, prior to April 30, 2007 in the event
of a qualified equity offering providing sufficient proceeds, (make investments;
redeem up to 35% of the aggregate principal amount of the (sell all or substantially all of their assets or merge with or
Charter Operating notes at a redemption price of 108.375% with into other companies;
respect to the 83
/8% senior second-lien notes due 2014 and a
(sell assets;
redemption price of 108% with respect to the 8% senior second-
lien notes due 2012. (enter into sale-leasebacks;
Charter Operating may, at any time and from time to time,
(in the case of restricted subsidiaries, create or permit to
at their option, redeem the outstanding 8% second lien notes exist dividend or payment restrictions with respect to the
due 2012, in whole or in part, at a redemption price equal to bond issuers, guarantee their parent companies debt, or
100% of the principal amount thereof plus accrued and unpaid issue specified equity interests;
interest, if any, to the redemption date, plus the Make-Whole
Premium. The Make-Whole Premium is an amount equal to the (engage in certain transactions with affiliates; and
excess of (a) the present value of the remaining interest and (grant liens.
principal payments due on a 8% senior second-lien notes due
2012 to its final maturity date, computed using a discount rate
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