Charter 2009 Annual Report Download - page 43

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• with certain exceptions, all capital stock (limited in the case of capital stock of foreign subsidiaries, if any,
to 66% of the capital stock of first tier foreign Subsidiaries) held by Charter Operating or any guarantor;
and
• with certain exceptions, all intercompany obligations owing to Charter Operating or any guarantor.
In the event that additional liens are granted by Charter Operating or its subsidiaries to secure obligations under the
Charter Operating credit facilities or the related obligations, second priority liens on the same assets will be granted
to secure the Charter Operating notes, which liens will be subject to the provisions of an intercreditor agreement (to
which none of Charter Operating or its affiliates are parties). Notwithstanding the foregoing sentence, no such
second priority liens need be provided if the time such lien would otherwise be granted is not during a guarantee and
pledge availability period (when the Leverage Condition is satisfied), but such second priority liens will be required
to be provided in accordance with the foregoing sentence on or prior to the fifth business day of the commencement
of the next succeeding guarantee and pledge availability period.
The Charter Operating notes are senior debt obligations of Charter Operating and Charter Communications
Operating Capital Corp. To the extent of the value of the collateral (but subject to the prior lien of the credit
facilities), they rank effectively senior to all of Charter Operating’ s future unsecured senior indebtedness.
Redemption Provisions of Our Notes
Our various notes included in the table may be redeemed in accordance with the following table or are not
redeemable until maturity as indicated:
Note Series Redemption Dates Percentage of Principal
CCH II:
13.5% senior notes due 2016 December 1, 2012 – November 30, 2013 106.75%
December 1, 2103 – November 30, 2014 103.375%
December 1, 2014 – November 30, 2015 101.6875%
Thereafter 100.000%
CCO Holdings:
8 3/4% senior notes due 2013
N
ovember 15, 2009 – November 14, 2010 102.917%
N
ovember 15, 2010 – November 14, 2011 101.458%
Thereafter 100.000%
Charter Operating:
8% senior second-lien notes due 2012 At any time *
8 3/8% 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%
10.875% senior second-lien notes due 2014 At any time **
* 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 an 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.
** Charter Operating may redeem the outstanding 10.875% senior second-lien notes due 2014, at their
option, on or after varying dates, in each case at a premium, 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 10.875% senior second-lien note due 2014 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. The Charter Operating 10.875% senior second-lien notes
may be redeemed at any time on or after March 15, 2012 at specified prices.