Charter 2015 Annual Report Download - page 79

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Agreements. The agreements and instruments governing each of the Debt Agreements are complicated and you should consult
such agreements and instruments for more detailed information regarding the Debt Agreements.
Charter Operating Credit Facilities – General
The Charter Operating credit facilities have an outstanding principal amount of $3.6 billion at December 31, 2015 as follows:
• A term loan A with a remaining principal amount of $647 million, which is repayable in quarterly installments and
aggregating $66 million in 2016 and $75 million in 2017, with the remaining balance due at final maturity on April
22, 2018;
• A term loan E with a remaining principal amount of approximately $1.5 billion, which is repayable in equal quarterly
installments and aggregating $15 million in each loan year, with the remaining balance due at final maturity on July
1, 2020;
• A term loan F with a remaining principal amount of approximately $1.2 billion, which is repayable in equal quarterly
installments and aggregating $12 million in each loan year, with the remaining balance due at final maturity on January
3, 2021; and
• A revolving loan with an outstanding balance of $273 million at December 31, 2015 and allowing for borrowings of
up to $1.3 billion, maturing on April 22, 2018.
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 2.00%. The term loans E and
F bear interest at LIBOR plus 2.25%, with a LIBOR floor of 0.75%. Charter Operating pays interest equal to LIBOR plus 2.00%
on amounts borrowed under the revolving credit facility and pays a revolving commitment fee of 0.30% 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 amortization as set
forth in the notices establishing such term loans. Although the Charter Operating credit facilities allow for the incurrence of a
certain amount of incremental term loans subject to pro-forma compliance with its financial maintenance covenants, no assurance
can be given that we 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 are guaranteed by Charter Operating’s immediate
parent company, CCO Holdings, and subsidiaries of Charter Operating. The obligations are also secured by (i) a lien on substantially
all of the assets of Charter Operating and its 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 the equity interests owned by it in Charter
Operating or any of Charter Operating’s subsidiaries, as well as intercompany obligations owing to it by any of such entities.
CCO Safari III Credit Facilities - General
In August 2015, Charter Operating closed on a new term loan H facility ("Term H Loan") and a new term loan I facility ("Term I
Loan") totaling an aggregate principal amount of $3.8 billion pursuant to the terms of the Credit Agreement. The Term H Loan
was issued at a principal amount of $1.0 billion and matures in 2021. Pricing on the Term H Loan was set at LIBOR plus 2.50%
with a LIBOR floor of 0.75% and issued at a price of 99.75% of the aggregate principal amount. The Term I Loan was issued at
a principal amount of $2.8 billion and matures in 2023. Pricing on the Term I Loan was set at LIBOR plus 2.75% with a LIBOR
floor of 0.75% and issued at a price of 99.75% of the aggregate principal amount. The CCO Safari III credit facilities form a
portion of the debt financing to be used to fund the cash portion of the TWC Transaction. Charter Operating assigned all of its
obligations with respect to the CCO Safari III credit facilities and transferred all of the proceeds from the CCO Safari III credit
facilities to CCO Safari III, and CCO Safari III placed the funds in an escrow account pending the closing of the TWC Transaction,
at which time, subject to certain conditions, Charter Operating will re-assume the obligations in respect of the CCO Safari III
credit facilities under the Credit Agreement. Should the TWC Transaction be terminated, such amounts placed into escrow will
be used to settle any outstanding CCO Safari III credit facilities at a price of 99.75% of the aggregate principal amount. See "Part
I. Item I. Business" for a discussion of the TWC Transaction and Bright House Transaction.
Charter Operating Credit Facilities — Restrictive Covenants
The Charter Operating credit facilities contain representations and warranties, and affirmative and negative covenants customary
for financings of this type. The financial covenants measure performance against standards set for leverage to be tested as of the
end of each quarter. The Charter Operating credit facilities contain provisions requiring mandatory loan prepayments under specific
circumstances, including in connection with certain sales of assets, so long as the proceeds have not been reinvested in the business.