Virgin Media 2006 Annual Report Download - page 107

VIRGIN MEDIA INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
10. Long term Debt (Continued)
Senior Credit Facility
The principal amount outstanding under our senior credit facility at December 31, 2006 was £5,024.6 million. Our senior credit
facility comprises a term facility denominated in a combination of pounds sterling, euros and U.S. dollars in aggregate principal
amounts of £4,359 million, $646 million and €498 million and a revolving facility of £100 million. At December 31, 2006, the sterling
equivalent of £5,024.6 million of the term facility had been drawn and £12.3 million of the revolving credit facility had been utilized
for bank guarantees and standby letters of credit.
The senior credit facility bears interest at LIBOR, US LIBOR or EURIBOR plus a margin currently ranging from 1.75% to
2.75% and the applicable cost of complying with any reserve requirement. The margins on £3,412 million of the term loan facilities
and on the revolving credit facility ratchet from 1.25% to 2.25% based on leverage ratios. Interest is payable at least semi−annually.
Principal repayments in respect of £3,412 million of the term loan facilities are due semi−annually beginning in September 2007 and
ending on March 3, 2011, and the remaining term loan facilities are repayable in full on their maturity dates, which range from
September 3, 2012 through March 3, 2013. We are also required to make principal payments when available cash flows exceed certain
thresholds.
The facility is secured through a guarantee from Virgin Media Finance PLC (formerly NTL Cable PLC). In addition, the bulk of
the facility is secured through guarantees and first priority pledges of the shares and assets of substantially all of the operating
subsidiaries of Virgin Media Investment Holdings Limited (VMIH), and of receivables arising under any intercompany loans to those
subsidiaries. We are subject to financial maintenance tests under the facility, including a test of liquidity, coverage and leverage ratios
applied to us and certain of our subsidiaries. As of December 31, 2006, we were in compliance with these covenants.
The agreements governing the senior notes and the senior credit facility significantly restrict the ability of our subsidiaries to
transfer funds to us in the form of cash dividends, loans or advances. In addition, the agreements significantly, and, in some cases,
absolutely restrict our ability and the ability of most of our subsidiaries to;
• incur or guarantee additional indebtedness;
• pay dividends or make other distributions, or redeem or repurchase equity interests or subordinated obligations;
• make investments;
• sell assets, including the capital stock of subsidiaries;
• enter into sale and leaseback transactions or certain vendor financing arrangements;
• create liens;
• enter into agreements that restrict the restricted subsidiaries’ ability to pay dividends, transfer assets or make intercompany
loans;
• merge or consolidate or transfer all or substantially all of our assets; and
• enter into transactions with affiliates.
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007