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S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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including guarantees by Charter Operating and by Charter Holdings. The interest
rate margins for the Charter Operating credit facilities are as follows:
 
     - with respect to the revolving loan and the Tranche A term loan, the
       margin ranges from 1.5% to 2.25% for eurodollar loans and from 0.5% to
       1.25% for base rate loans; and
 
     - with respect to the Tranche B term loan, the margin ranges from 2.25% to
       2.75% for eurodollar loans and from 1.25% to 1.75% for base rate loans.
 
     The Charter Operating credit facilities contain representations and
warranties, affirmative and negative covenants, information requirements, events
of default and financial covenants. The events of default include a
cross-default provision that is triggered by the failure of Charter Operating,
Charter Holdings or Charter Operating's subsidiaries to make payment on debt
with an outstanding total principal amount exceeding $50 million, the
acceleration of debt of this amount prior to its maturity or the failure to
comply with specified covenants. The financial covenants, which are generally
tested on a quarterly basis, measure performance against standards set for
leverage, debt service coverage, and operating cash flow coverage of cash
interest expense.
 
     The Charter Operating credit facilities also contain a change of control
provision, making it an event of default, and permitting acceleration of the
debt, in the event that either:
 
     - Mr. Allen, including his estate, heirs and other related entities, fails
       to maintain a 25% direct or indirect voting and economic interest in
       Charter Operating; or
 
     - a change of control occurs under the indentures governing the March 1999
       Charter Holdings notes or the notes.
 
     The various negative covenants place limitations on the ability of Charter
Holdings, Charter Operating and their subsidiaries to, among other things:
 
     - incur debt;
 
     - pay dividends or make other distributions;
 
     - incur liens;
 
     - make acquisitions;
 
     - make investments or asset sales; or
 
     - enter into transactions with affiliates.
 
     Distributions under the Charter Operating credit facilities to Charter
Holdings to pay interest on the March 1999 Charter Holdings notes are generally
permitted. Distributions under the Charter Operating credit facilities to
Charter Holdings to pay interest on the notes are generally permitted, provided
Charter Operating's cash flow for the four complete quarters preceding the
distribution exceeds 1.75 times its cash interest expense, including the amount
of such distribution. In each case, such distributions to Charter Holdings are
not permitted during the existence of a default under the Charter Operating
credit facilities.
 
     As of December 31, 1999, $2.91 billion was outstanding and $1.19 billion
was available for borrowing under the Charter Operating credit facilities.
 
     FALCON CREDIT FACILITIES.  In connection with the Falcon acquisition, the
required percentage of lenders under the senior secured credit facilities of
Falcon Cable Communications agreed to amend and restate the Falcon credit
agreement, which amendment and restatement was effective as of November 12,
1999, the date that we closed the Falcon acquisition. The obligations under the
Falcon credit facilities are guaranteed by the direct parent of Falcon Cable
Communications, Charter Communications VII, LLC, and by the subsidiaries of
Falcon Cable Communications. The
 
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