Virgin Media 2011 Annual Report Download - page 73

Mandatory Prepayments
Our senior credit facility must be repaid and all commitments will be cancelled upon the occurrence of a
change of control.
Interest Margins
The annual rate of interest payable under our senior credit facility is the sum of (i) the London Intrabank
Offer Rate (LIBOR), plus (ii) the applicable interest margin and (iii) the applicable cost of complying with any
mandatory costs requirement.
The applicable interest margin for the additional revolving credit facility and additional term facility under
our senior credit facility depends upon the total net leverage ratio of the bank group (which comprises VMIH and
certain of its subsidiaries, and certain other operating companies which are subsidiaries of Virgin Media Inc. but
not of VMIH) then in effect as set forth below:
Leverage Ratio Margin
Additional Revolving Credit Facility Leverage Ratio Margin:
Greater than 3.50:1.00 ................................. 1.825%
Equal to or less than 3.50:1.00 but greater than 3.25:1.00 ..... 1.575%
Equal to or less than 3.25:1.00 .......................... 1.325%
Additional Term Credit Facility Leverage Ratio Margin:
Greater than 3.50:1.00 ................................. 2.125%
Equal to or less than 3.50:1.00 but greater than 3.25:1.00 ..... 1.875%
Equal to or less than 3.25:1.00 .......................... 1.625%
Leverage ratio is calculated by comparing consolidated net debt at any quarter end date against consolidated
operating cash flow on a rolling 12 month basis ending on such quarter date (such defined terms have the same
meaning as in the Senior Facilities Agreement).
Guarantees; Security
Our senior credit facility requires that members of the bank group which generate not less than 80% of the
consolidated operating cash flow of the bank group (excluding the consolidated net income attributable to any
joint venture) in any financial year guarantee the payment of all sums payable under our senior credit facility and
such members are required to grant first-ranking security over all or substantially all of their assets to secure the
payment of all sums payable under our senior credit facility. Virgin Media Finance PLC has also provided a
guarantee for the payment of all sums payable under our senior credit facility and has secured its obligations
under that guarantee by granting security over its interest in the intercompany debt owed to it by its direct
subsidiary, VMIH and over all of the shares in VMIH.
Financial Maintenance Covenants
Our senior credit facility contains the following financial covenant ratios:
• Consolidated net debt to consolidated operating cashflow, which we refer to as the leverage ratio; and,
• Consolidated operating cashflow to consolidated total net cash interest, which we refer to as the interest
coverage ratio.
72