Virgin Media 2010 Annual Report Download - page 82

Restrictions
Our senior credit facility significantly, and in some cases absolutely, restricts the ability of the members of
the bank group to, among other things:
• incur or guarantee additional indebtedness;
• pay dividends at certain levels of leverage, or make other distributions, or redeem or repurchase equity
interests or subordinated obligations;
• make investments;
• dispose of assets, including the capital stock of subsidiaries;
• create liens;
• enter into agreements that restrict the ability of the members of the bank group to make payments or
other distributions in cash to other members of the bank group;
• merge or consolidate or transfer all or substantially all of their assets; and
• enter into transactions with affiliates.
The senior credit facility also contains certain carve-outs from these limitations.
Events of Default
The occurrence of events of default specified in the Senior Facilities Agreement entitle the lenders, after the
expiry of any grace periods, as applicable, to cancel any undrawn portion of the facilities, require the immediate
payment of all amounts outstanding under the facilities and enforce or direct the security interests that have been
granted. These events of defaults include, among other things:
• failure to make payments of principal or interest when due;
• breaches of representations;
• breaches of obligations and undertakings under the Senior Facilities Agreement or related finance
documents, including failure to comply with financial covenants;
• cross-defaults to other indebtedness of any member of the group, subject to certain threshold amounts
and other customary exceptions;
• the occurrence of insolvency contingencies affecting the Company, Virgin Media Finance PLC, any
borrower under the Senior Facilities Agreement or any guarantor that is a material subsidiary;
• repudiation of the Senior Facilities Agreement or related finance documents;
• illegality; and
• the occurrence of any event or circumstance which would have a material adverse effect in (i) the
financial condition, assets or business of the obligors (taken as a whole) under the Senior Facilities
Agreement, and (ii) the ability of obligors (taken together) under the Senior Facilities Agreement to
perform and comply with their payment or other material obligations under the Senior Facilities
Agreement or related finance documents (taking into account the resources available to the obligors
from any other member of the bank group).
The foregoing description of our senior credit facility does not purport to be complete and is qualified in its
entirety by reference to the full text of the Senior Facilities Agreement which is filed as Exhibit 10.1 in Virgin
Media Inc.’s current report on Form 8-K, as filed with the SEC on February 16, 2011, and is incorporated herein
by reference.
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