Charter 2011 Annual Report Download - page 66

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Credit Facilities – General
CCO Holdings Credit Facility
CCO Holdings' credit agreement (the “CCO Holdings credit facility”) consists of a $350 million term loan facility. The facility
matures in September 2014. Borrowings under the CCO Holdings credit facility bear interest at a variable interest rate based on
either LIBOR or a base rate plus, in either case, an applicable margin. The applicable margin for LIBOR term loans is 2.50%
above LIBOR. If an event of default were to occur, CCO Holdings would not be able to elect LIBOR and would have to pay
interest at the base rate plus the applicable margin. The CCO Holdings credit facility is secured by the equity interests of Charter
Operating, and all proceeds thereof.
Charter Operating Credit Facilities
The Charter Operating credit facilities have an outstanding principal amount of $3.9 billion at December 31, 2011 as follows:
• A term A loan with an aggregate principal amount of $750 million of which approximately $250 million was outstanding
as of December 31, 2011, which is repayable in equal quarterly installments and aggregating $13 million in 2013 and
2014 and $25 million in 2015 and 2016, with the remaining balance due at final maturity on May 15, 2017 (the unused
portion of the Term Loan A was available in a single drawing through March 15, 2012 which was subsequently drawn
in February 2012);
• A term B-1 loan with a remaining principal amount of approximately $78 million, which is repayable in equal quarterly
installments and aggregating $0.8 million in each loan year, with the remaining balance due at final maturity on March
6, 2014;
• A term B-2 loan with a remaining principal amount of approximately $10 million, which is repayable in equal quarterly
installments and aggregating $0.1 million in each loan year, with the remaining balance due at final maturity on March
6, 2014;
• A term C loan with a remaining principal amount of approximately $3.0 billion, which is repayable in equal quarterly
installments and aggregating $30 million in each loan year, with the remaining balance due at final maturity on September
6, 2016;
• A non-revolving loan with a remaining principal amount of approximately $199 million repayable in full on March 6,
2013; and
• A revolving loan with an outstanding balance of $435 million at December 31, 2011 and allowing for borrowings of
up to $1.3 billion.
Amounts outstanding under the Charter Operating credit facilities bear interest, at Charter Operating’s election, at a base rate or
LIBOR, as defined, plus a margin. The applicable LIBOR margin for the term loan A is currently 2.25%, and for the non-revolving
loans and the term B-1 loans is currently 1.75% and 2.00%, respectively. The LIBOR term B-2 loan bears interest at LIBOR plus
5.0%, with a LIBOR floor of 3.5%, or at Charter Operating’s election, a base rate plus a margin of 4.00%. Charter Operating has
currently elected to pay based on the base rate. The applicable margin for the term C loans is currently 3.25% in the case of LIBOR
loans. Charter Operating pays interest equal to LIBOR plus 3.0% on amounts borrowed under the revolving credit facility and
pays a revolving commitment fee of .5% per annum on the daily average available amount of the revolving commitment, payable
quarterly.
The Charter Operating credit facilities also allow us to enter into incremental term loans in the future with an aggregate, together
with all other then outstanding first lien indebtedness, including any first lien notes, of no more than $7.5 billion (less any principal
payments of term loan indebtedness and first lien notes as a result of any sale of assets), with amortization as set forth in the notices
establishing such term loans, but with no amortization greater than 1% per year prior to the final maturity of the existing term
loans. Although the Charter Operating credit facilities allow for the incurrence of a certain amount of incremental term loans, no
assurance can be given that the Company could obtain additional incremental term loans in the future if Charter Operating sought
to do so or what amount of incremental term loans would be allowable at any given time under the terms of the Charter Operating
credit facilities.
The obligations of Charter Operating under the Charter Operating credit facilities (the “Obligations”) are guaranteed by Charter
Operating’s immediate parent company, CCO Holdings, and subsidiaries of Charter Operating, except for certain subsidiaries,
including immaterial subsidiaries and subsidiaries precluded from guaranteeing by reason of the provisions of other indebtedness
to which they are subject (the “non-guarantor subsidiaries”). The Obligations are also secured by (i) a lien on substantially all of
the assets of Charter Operating and its subsidiaries (other than assets of the non-guarantor subsidiaries), to the extent such lien can
be perfected under the Uniform Commercial Code by the filing of a financing statement, and (ii) a pledge by CCO Holdings of