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SEC Filings

S-4
CHARTER COMMUNICATIONS HOLDINGS CAPITAL CORP filed this Form S-4 on 01/25/2000
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obligations under the Falcon credit facilities are secured by pledges of the
ownership interests and intercompany obligations of Falcon Cable Communications
and its subsidiaries, but are not secured by other assets of Falcon Cable
Communications or its subsidiaries.
 
     The Falcon credit facilities have maximum borrowing availability of $1.25
billion consisting of the following:
 
     - a revolving facility in the amount of approximately $646.0 million;
 
     - a term loan B in the amount of approximately $198.0 million;
 
     - a term loan C in the amount of approximately $297.0 million; and
 
     - a supplemental revolving facility of $110.0 million.
 
     The revolving facility and the supplemental revolving facility amortize
beginning in 2001 and 2003, respectively, and ending on December 29, 2006 and
December 31, 2007, respectively. The term loan B and term loan C facilities
amortize beginning in 1999 and ending on June 29, 2007 and December 31, 2007,
respectively.
 
     The Falcon credit facilities also contain provisions requiring mandatory
loan prepayments under certain circumstances, such as when significant amounts
of assets are sold and the proceeds are not promptly reinvested in assets useful
in the business of Falcon Cable Communications.
 
     The Falcon credit facilities provide Falcon Cable Communications with two
interest rate options, to which a margin is added: a base rate option, generally
the "prime rate" of interest; and an interest rate option based on the interbank
eurodollar rate. Interest rates for these credit facilities, as well as a fee
payable on unborrowed amounts available thereunder, depend upon performance
measured by a "leverage ratio" which is the ratio of indebtedness to annualized
operating cash flow. This leverage ratio is based on the debt of Falcon Cable
Communications and its subsidiaries, exclusive of the Falcon debentures
described below. The interest rate margins for the Falcon credit facilities are
as follows:
 
     - with respect to the revolving loan facility, the margin ranges from 1.0%
       to 2.0% for eurodollar loans and from 0.0% to 1.0% for base rate loans;
 
     - with respect to Term Loan B, the margin ranges from 1.75% to 2.25% for
       eurodollar loans and from 0.75% to 1.25% for base rate loans; and
 
     - with respect to Term Loan C, the margin ranges from 2.0% to 2.5% for
       eurodollar loans and from 1.0% to 1.5% for base rate loans.
 
     The Falcon credit facilities contain representations and warranties,
affirmative and negative covenants, information requirements, events of default
and financial covenants. The events of default for the Falcon credit facilities
include a cross-default provision that is triggered by, among other things, the
failure to make payment relating to specified outstanding debt of Falcon Cable
Communications, its direct and indirect parent companies, CC VII Holdings, LLC
and Charter Communications VII, LLC, or specified subsidiary guarantors in a
total amount of principal and accrued interest exceeding $10 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 Falcon 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
       Falcon Cable Communications; or
 
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