Virgin Media 2011 Annual Report Download - page 75

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 May 23, 2011, and is incorporated herein by
reference.
Senior Unsecured Notes
In July 2006, Virgin Media Finance issued U.S. dollar denominated 9.125% senior notes due 2016, or the
9.125% senior notes due 2016, with a principal amount outstanding of $550 million. The 9.125% senior notes
due 2016 are unsecured senior obligations of Virgin Media Finance and rank pari passu with Virgin Media
Finance’s outstanding 9.50% senior notes due 2016 and its senior notes due 2019. Interest on the 9.125% senior
notes due 2016 is payable on February 15 and August 15 of each year. The 9.125% senior notes due 2016 mature
on August 15, 2016 and are guaranteed on a senior basis by Virgin Media Inc., Virgin Media Group LLC, Virgin
Media Holdings Inc., Virgin Media (UK) Group, Inc. and Virgin Media Communications Limited and on a
senior subordinated basis by VMIH and VMIL. On July 26, 2011, we fully redeemed the 9.125% senior notes
due 2016 by paying $575.1 million, or £355.8 million, of cash.
In June 2009, Virgin Media Finance issued U.S. dollar denominated 9.50% senior notes due 2016 with a
principal amount outstanding of $750 million and euro denominated 9.50% senior notes due 2016 with a
principal amount outstanding of €180 million. In July 2009, Virgin Media Finance issued additional U.S. dollar
denominated 9.50% senior notes due 2016 with a principal amount outstanding of $600 million. The U.S. dollar
denominated senior notes issued in June 2009 and July 2009, respectively, are treated as a single issuance of the
same notes under the indenture for these notes, collectively, the 9.50% senior notes due 2016. Interest on the
9.50% senior notes due 2016 is payable on February 15 and August 15 of each year. The 9.50% senior notes due
2016 are unsecured senior obligations of Virgin Media Finance and rank pari passu with Virgin Media Finance’s
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