Charter 2007 Annual Report Download - page 63

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Note Series Redemption Dates Percentage of Principal
CCO Holdings:
83⁄4% senior notes due 2013 November 15, 2008 — November 14, 2009 104.375%
November 15, 2009 — November 14, 2010 102.917%
November 15, 2010 — November 14, 2011 101.458%
Thereafter 100.000%
Charter Operating:
8% senior second-lien notes due 2012 At any time ***
83⁄8% senior second-lien notes due 2014 April 30, 2009 — April 29, 2010 104.188%
April 30, 2010 — April 29, 2011 102.792%
April 30, 2011 — April 29, 2012 101.396%
Thereafter 100.000%
* CCH I may, prior to October 1, 2008 in the event of a qualified equity offering providing sufficient proceeds, redeem up to 35% of the aggregate principal amount of the
CCH I notes at a redemption price of 111% of the principal amount plus accrued and unpaid interest.
** CCH II may, prior to October 1, 2009 in the event of a qualified equity offering providing sufficient proceeds, redeem up to 35% of the aggregate principal amount of the
CCH II notes at a redemption price of 110.25% of the principal amount plus accrued and unpaid interest.
*** Charter Operating may, at any time and from time to time, at their option, redeem the outstanding 8% second lien notes due 2012, in whole or in part, at a redemption
price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the redemption date, plus the Make-Whole Premium. The Make-Whole
Premium is an amount equal to the excess of (a) the present value of the remaining interest and principal payments due on a 8% senior second-lien notes due 2012 to its
final maturity date, computed using a discount rate equal to the Treasury Rate on such date plus 0.50%, over (b) the outstanding principal amount of such Note.
In the event that a specified change of control event occurs,
each of the respective issuers of the notes must offer to
repurchase any then outstanding notes at 101% of their principal
amount or accrued value, as applicable, plus accrued and unpaid
interest, if any.
SUMMARY OF RESTRICTIVE COVENANTS OF OUR HIGH YIELD NOTES
The following description is a summary of certain restrictions of
our Debt Agreements. The summary does not restate the terms
of the Debt Agreements in their entirety, nor does it describe all
restrictions of the Debt Agreements. The agreements and instru-
ments governing each of the Debt Agreements are complicated
and you should consult such agreements and instruments for
more detailed information regarding the Debt Agreements.
The notes issued by Charter Holdings, CIH, CCH I, CCH
II, CCO Holdings and Charter Operating (together, the “note
issuers”) were issued pursuant to indentures that contain cove-
nants that restrict the ability of the note issuers and their
subsidiaries to, among other things:
kincur indebtedness;
kpay dividends or make distributions in respect of capital
stock and other restricted payments;
kissue equity;
kmake investments;
kcreate liens;
ksell assets;
kconsolidate, merge, or sell all or substantially all assets;
kenter into sale leaseback transactions;
kcreate restrictions on the ability of restricted subsidiaries to
make certain payments; or
kenter into transactions with affiliates.
However, such covenants are subject to a number of impor-
tant qualifications and exceptions. Below we set forth a brief
summary of certain of the restrictive covenants.
Restrictions on Additional Debt
The limitations on incurrence of debt and issuance of preferred
stock contained in various indentures permit each of the respec-
tive notes issuers and its restricted subsidiaries to incur additional
debt or issue preferred stock, so long as, after giving pro forma
effect to the incurrence, the leverage ratio would be below a
specified level for each of the note issuers as follows:
Issuer Leverage Ratio
Charter Holdings 8.75 to 1
CIH 8.75 to 1
CCH I 7.5 to 1
CCH II 5.5 to 1
CCOH 4.5 to 1
CCO 4.25 to 1
In addition, regardless of whether the leverage ratio could
be met, so long as no default exists or would result from the
incurrence or issuance, each issuer and their restricted subsidiar-
ies are permitted to issue among other permitted indebtedness:
kup to an amount of debt under credit facilities not otherwise
allocated as indicated below:
kCharter Holdings: $3.5 billion
kCIH, CCH I, CCH II and CCO Holdings: $9.75 billion
kCharter Operating: $6.8 billion
kup to $75 million of debt incurred to finance the purchase
or capital lease of new assets;
kup to $300 million of additional debt for any purpose;
CHARTER COMMUNICATIONS, INC. 2007 FORM 10-K
52