Virgin Media 2011 Annual Report Download - page 72

On February 15, 2011, we further amended our senior credit facility to, among others, (i) fix the total net
leverage ratio to 3.75:1.00 from December 31, 2011 until December 31, 2015; (ii) delete the cap on the amount
of cash that can be deducted in calculating consolidated senior net debt and consolidated net debt; (iii) allow the
Company to incur debt so long as it remains in compliance with the total net leverage ratio; (iv) change the
required level for the ratio of consolidated senior net debt to consolidated operating cashflow from 2.25:1.00 to
3.00:1.00; (v) include sale and leaseback arrangements in certain financial baskets; (vi) increase certain financial
baskets to the greater of £250 million plus amounts outstanding as of the original execution date and the amount
that could be incurred so that the ratio of consolidated senior net debt to consolidated operating cashflow is equal
to, or less than, 3.00:1.00 for the purposes of incurring secured debt; (vii) eliminate the excess cash flow sweep;
and (viii) eliminate the restriction on using the proceeds of an additional facility or additional senior secured
notes for the payment of any dividends or distributions to the Company and the repayment or prepayment of the
9.125% senior notes due 2016. Certain additional amendments were outlined in the senior credit facility,
including the extension of certain lenders’ portion of our June 30, 2014 scheduled amortization payment of
£200 million by one year, to June 30, 2015.
In March 2011, we used the net proceeds from our senior secured notes due 2021 (as described in “Senior
Secured Notes” below) to prepay £532.5 million of the Tranche A outstanding under our senior credit facility,
thus eliminating scheduled amortization in 2011 through 2014, and £367.5 million of Tranche B outstanding
under our senior credit facility that was scheduled for payment in 2015.
On May 20, 2011, we entered into two new additional facilities under the senior credit facility with
Deutsche Bank AG, London Branch, BNP Paribas London Branch, Bank of America, N.A., Credit Agricole
Corporate and Investment Bank, Goldman Sachs International Bank, HSBC Bank plc, JP Morgan Chase Bank,
N.A. London Branch, Lloyds TSB Bank plc, The Royal Bank of Scotland plc and UBS Limited, including an
additional revolving facility with total commitments of £450 million, which replaced the then existing
£250 million revolving facility and an additional term facility with commitments of £750 million which was used
to prepay in full Tranches A and B. We used £25 million of existing cash on hand to reduce the loan balance. In
addition, on May 27, 2011, we effected certain amendments to the senior credit facility including, among other
things: (i) amending the definition of additional high yield notes and high yield refinancings to permit high yield
notes to be issued or refinanced through the Company, (ii) increasing the number of days in which the Company
may elect to increase Lenders’ commitments following the cancellation of other Lenders’ commitments,
(iii) amending provisions related to the Company’s ability to add additional facilities under the senior facilities
agreement, (iv) shortening the required notice period for utilization requests, (v) require cash cover return to the
Company under certain circumstances, (vi) remove the requirement to make mandatory prepayments of net
proceeds, excess cash flow and equity proceeds, (vii) removing the prescriptive requirements to hedge particular
exposures, (viii) giving greater freedom to obligors to create permitted types of security in favor of third parties
over assets which would otherwise be required to be secured in favor of the Lenders, (ix) amending consent
provisions to accelerate the time periods for obtaining Lender consents, and (x) removing certain other restrictive
covenants.
As at December 31, 2011, our senior credit facility has an aggregate outstanding principal amount of
£750 million, and the revolving credit facility has an aggregate outstanding principal amount of £450 million.
The proceeds from the senior credit facility may be used for general corporate purposes, while the proceeds from
the revolving credit facility are available for the financing of our ongoing working capital requirements and
general corporate purposes.
Principal Amortization
The final maturity of the additional revolving facility and the additional term facility is June 30, 2015. There
is no scheduled amortization.
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