SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 28,
2006
Charter
Communications, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or Other Jurisdiction of Incorporation or Organization)
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000-27927
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43-1857213
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(Commission
File Number)
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(I.R.S.
Employer Identification
Number)
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12405
Powerscourt Drive
St.
Louis, Missouri 63131
(Address
of principal executive offices including zip code)
(314)
965-0555
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Amended
and Restated Credit Facility
On
April
28, 2006, Charter Communications Operating, LLC (“CCO”), an indirect subsidiary
of Charter Communications, Inc., entered into an Amended and Restated
Credit Agreement among CCO, CCO Holdings, LLC ("CCOH"), the several lenders
from
time to time that are parties thereto, JPMorgan Chase Bank, N.A., as
administrative agent, and certain other agents (the “Credit Agreement”), and a
related Amended and Restated Guarantee and Collateral Agreement among CCOH,
CCO,
and certain of CCO's subsidiaries in favor of JPMorgan Chase Bank, N.A.,
as
administrative agent (the “Guarantee and Collateral Agreement”).
The
Credit Agreement amends and restates the Amended and Restated Credit Agreement,
dated as of March 18, 1999, as amended and restated as of April 27, 2004,
by and
among CCO, CCOH, the several lenders from time to time parties thereto,
and the
agents named therein (the “Existing Credit Agreement”).
The
Credit Agreement consists of a $1.5 billion senior secured revolving line
of credit, a $5 billion term loan facility and a $350 million one-year
revolving
line of credit (the "R/T facility"). Amounts outstanding under the R/T
facility
will convert into term loans after one year. The revolving commitments
terminate
on April 27, 2010. The term loans (including converted R/T loans) are subject
to
amortization at 1% of their initial principal amount per annum. The remaining
principal amount of the term loans will be due on April 28, 2013.
Borrowings
under the Credit Agreement 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 2.625%. The applicable margin
for the
revolving and R/T loans varies depending on the ratio as of the last day
of each
fiscal quarter of the consolidated indebtedness of CCO and its subsidiaries
to
their quarterly consolidated operating cash flow, multiplied by four. During
the
first fiscal quarter ending after the restatement effective date, the applicable
margin for LIBOR revolving loans and R/T loans will be 3.00%.
The
Credit Agreement is guaranteed by CCOH and CCO's subsidiaries that guarantee
the
Existing Credit Agreement and is secured by the same collateral that secures
the
Existing Credit Agreement, including (i) the assets of CCO 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 CCOH of the equity interests owned by it
in CCO
or any of its subsidiaries, as well as intercompany obligations owing to
it by
any of such entities, in each case as set forth in the Guarantee and Collateral
Agreement and (iii) a pledge by CCO and its subsidiaries of equity interests
or
intercompany notes held by them.
The
Credit Agreement contains a number of restrictions on CCO’s business, including,
but not limited to, restrictions on CCO’s and CCO’s subsidiaries’ (and in
certain instances, CCOH's) ability to grant liens on assets, merge, consolidate,
or sell assets; incur indebtedness; make investments; engage in other
businesses; engage in transactions with affiliates; and make distributions
on
equity interests. The Credit Agreement also contains affirmative covenants
and
events of default, including a cross default to other debt of CCOH, CCO
or its
subsidiaries in an aggregate amount equal to more than $50 million and
the
occurrence of a change of control. Failure to comply with these covenants,
or
the occurrence of an event of default, could result in acceleration of
CCO’s
debt and other financial obligations under the Credit Agreement.
The
foregoing does not constitute a complete summary of the terms of the Credit
Agreement and the Guarantee and Collateral Agreement. The descriptions
of the
terms of the Credit Agreement and the Guarantee and Collateral Agreement
are
qualified in their entirety by reference to such agreements.
ITEM
1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
In
connection with the Credit Agreement, on April 28, 2006, the senior bridge
loan
agreement, dated October 17, 2005 by and among CCO Holdings, LLC, CCO Holdings
Capital Corp., JP Morgan Chase Bank, N.A., as administrative agent, and
the
other parties thereto (the “Bridge Loan Agreement”) was terminated.
ITEM
2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION OF
REGISTRANT.
The
information in Item 1.01 of this Form 8-K is hereby incorporated by reference
to
this Item 2.03.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The
following exhibits are filed pursuant to Item 1.01 and Item 2.03:
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Exhibit
Number
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Description
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10.1
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Amended
and Restated Credit Agreement, dated as of April 28, 2006, among
Charter
Communications Operating, LLC, CCO Holdings, LLC, the lenders from
time to
time parties thereto and JPMorgan Chase Bank, N.A., as administrative
agent. *
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99.1
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Press
release dated as of April 28, 2006.
*
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* filed
herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Charter
Communications, Inc. has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
CHARTER
COMMUNICATIONS, INC.
Registrant
Dated:
May 1, 2006
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By:/s/
Grier C. Raclin
Name:
Grier C. Raclin
Title:
Executive
Vice President and General
Counsel
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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| 10.1 |
Amended
and Restated Credit Agreement, dated as of April 28, 2006, among
Charter
Communications Operating, LLC, CCO Holdings, LLC, the lenders
from time to
time parties thereto and JPMorgan Chase Bank, N.A., as administrative
agent. *
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| 99.1 |
Press
release dated as of April 28, 2006.
*
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* filed
herewith