How close are we to breach?
3.88× vs <= 4.00×
0.0×1.0×2.0×4.00×
3% cushion · breach at +$0.48B debt or −3% EBITDA
§ I
Executive Summary All three maintenance-equivalent covenants are running with meaningful cushion.
| Covenant | Headline | Current | Threshold | Cushion | Status |
|---|---|---|---|---|---|
| Debt Incurrence § 4.09 |
3% cushion to the leverage ceiling | 3.88× | <= 4.00× | 3% | Warning |
| RCF Maintenance Covenants § rcf |
— | — | — | Not Tested | |
| Permitted Liens § 4.12 |
1 computable · Plus 42 qualitative lien carve-outs (unlimited / existing / refinancing) — standard HY patterns. | $2,001M | cap | — | In Compliance |
| Restricted Payments § 4.07 |
Ratio-conditional gate — currently open (unlimited RP) | — | ≤ 4.00× | — | In Compliance |
Running at 3.88x against a 4.00x ceiling, with ~3% cushion. $0.48B additional debt OR 3% EBITDA drop triggers breach. Covenant Quality scored 2.0/5 (debt 2, liens 2, RPs 2).
§ II
Covenant EBITDA Build-Up Bottom-up from audited Net Income to the §1.01 defined figure. Every basket cap and ratio test downstream depends on this number.
Waterfall — Indenture §1.01 'Consolidated EBITDA' (Virgin Media Secured Finance plc senior secured notes; base indenture filed SEC EDGAR CIK 1570585)
| §1.01 Clause | Component | Sign | Amount ($K) | Running |
|---|---|---|---|---|
| start | Net loss (Consolidated Net Income proxy) Consolidated Statement of Profit or Loss — Net loss FY2024§1.01 Consolidated EBITDA starts from Consolidated Net Income; VMED O2 reported a £16.5M net loss (driven by £934.6M net finance costs). GBP. | = | -16,500 | -16,500 |
| §1.01 1(b) | Income tax expense Income Statement, Note 26FY2024 current + deferred tax expense | + | 18,500 | 2,000 |
| §1.01 1(a) | Net finance costs Income Statement, Note 25 (finance costs £2,078.4M net of finance income £1,143.8M)Clause 1(a) interest expense add-back, net-basis VMO2 presentation | + | 934,600 | 936,600 |
| §1.01 1(k) | Share of results of equity method investments Income Statement, Note 22Non-operating; excluded under Consolidated Net Income carve-out for equity-method income | - | (-3,200) | 939,800 |
| §1.01 1(l) | Other income, net Income StatementNon-operating other income; excluded from covenant EBITDA | - | (-5,200) | 945,000 |
| §1.01 1(c) | Depreciation and amortisation Income Statement, Notes 11 & 12Full D&A on PP&E, intangibles, ROU assets | + | 2,853,100 | 3,798,100 |
| §1.01 1(d) | Share-based compensation Note 33 reconciliationLiberty Global / Telefónica settled awards | + | 40,800 | 3,838,900 |
| §1.01 1(e) | Restructuring and other operating expenses Note 33 reconciliationClause (e) restructuring add-back; lawyer review recommended for 'other operating' sub-components (disposal losses + third-party M&A fees) | + | 74,500 | 3,913,400 |
| §1.01 1(f) | Goodwill impairment (nil in FY2024; FY2023 was £3,107.0M) Note 33 reconciliation | + | 0 | 3,913,400 |
| §1.01 1(g) / synergy add-back | Opex CTC (integration / synergy costs) Note 33 reconciliationVMO2 defines Opex CTC as 'incremental third-party costs directly associated with integration, restructuring and synergy-alignment.' Most HY §1.01 definitions permit such add-backs subject to a 'reasonably identifiable' test + cap (commonly 25% of pre-add-back EBITDA over 24-36 months). £49.6M is well inside any plausible cap — should qualify but requires indenture-specific verification. | + | 49,600 | 3,963,000 |
| TOTAL | Covenant EBITDA (bottom-up §1.01 reconstruction, GBP) | = | 3,946,200 |
Reconciliation
Indenture §1.01 'Consolidated EBITDA' (Virgin Media Secured Finance plc senior secured notes; base indenture filed SEC EDGAR CIK 1570585) (this page)
$3946.20M
Management-reported EBITDA
per investor presentation $3946.20M
per investor presentation $3946.20M
Δ
+$0.00M
Zero delta vs reported £3,946.2M Adjusted EBITDA. VMED O2's Liberty-Global-style APM stack (operating profit + D&A + SBC + restructuring + impairment + Opex CTC) maps 1:1 onto §1.01 Consolidated EBITDA add-back clauses. No network-repurposing line, no fair-value swing, no pro-forma run-rate synergy uplift claimed in FY2024. PRIMARY RESIDUAL RISK: whether the full £49.6M Opex CTC qualifies — at 1.3% of EBITDA, even a 100% haircut lowers Covenant EBITDA to £3,896.6M, moving Net Total Leverage from 3.88x to 3.93x (non-material). Secondary risk: the £74.5M 'restructuring and other operating expenses' bundle mixes restructuring (clearly covered) with disposal losses and M&A fees (covered under most §1.01 clause (e)/(f) language but should be line-item verified against the indenture).
Filing source
VMED O2 UK Limited 2024 Annual Report and Consolidated Financial Statements (filed 16 April 2025, Companies House #12580944). Reconciliation per Note 33 'Alternative Performance Measures', p.161. Income statement per Consolidated Statement of Profit or Loss, p.87.
§ 4.09
Debt Incurrence Limitation on Indebtedness
Definitional caveat
Indebtedness per the indenture is broader than company-reported debt (includes Disqualified Stock, Attributable Indebtedness, guarantees, hedging, securitization). Consolidated EBITDA per §1.01 may differ from reported or "adjusted" EBITDA — see the build-up above. True covenant leverage can shift modestly when reconciled to defined terms.
Effective Headroom
$5.46 B
$485MRatio headroom
+
$4979MComputable baskets
=
$5,464MTotal capacity
Ratio Tests § 4.09(a)
| Test | Current | Threshold | Cushion | Capacity gauge | Status |
|---|---|---|---|---|---|
| Consolidated Net Leverage Ratio Test
§ 4.09(a)(1) [4](a) The Company and the Affiliate Issuer will not, and will not permit any of the Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Company, the Affiliate Issuer and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving effect thereto on a pro forma basis (1) the Consolidated Net Leverage Ratio would not exceed 4.00 to 1.00 |
3.88× | <= 4.00× | 3% | Warning | |
| Consolidated Net Leverage Ratio Test (including Subordinated Obligations)
§ 4.09(a)(2) [5]and (2) the Consolidated Net Leverage Ratio (including, for the avoidance of doubt, Indebtedness constituting Subordinated Obligations of the Company, the Affiliate Issuer and any Restricted Subsidiary as set forth in clauses (1)(A)(iv) and (1)(A)(v) of the definition of “Consolidated Net Leverage Ratio”) would not exceed 5.00 to 1.00. |
3.88× | <= 5.00× | 22% | In Compliance |
Permitted Baskets — Computable § 4.09(b) · 4 dollar-quantified
| Clause | Basket | Resolved Cap | Formula | Capacity | Section |
|---|---|---|---|---|---|
| (1) | Credit Facilities | $1378M | the greater of (i)(A) £3,500.0 million plus (B) the amount of any Credit Facilities Incurred under Section 4.09(a) or any other provision of Section 4.09(b) to acquire any property, other assets or shares of Capital Stock of a Person and (ii) 5.0% of Total Assets, plus (b) any accrual or accretion of interest that increases the principal amount of Indebtedness under Credit Facilities plus (c) in the case of any refinancing of any Indebtedness permitted under this Section 4.09(b)(1) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses Incurred in connection with such refinancing |
$1378M cap |
4.09(b)(1) [6](1) Indebtedness of the Company, the Affiliate Issuer and any of the Restricted Subsidiaries under Credit Facilities, and any Refinancing Indebtedness in respect thereof, in the aggregate principal amount at any one time outstanding not to exceed (a) an amount equal to the greater of (i)(A) £3,500.0 million plus (B) the amount of any Credit Facilities Incurred under Section 4.09(a) or any other provision of Section 4.09(b) to acquire any property, other assets or shares of Capital Stock of a Person and (ii) 5.0% of Total Assets, plus (b) any accrual or accretion of interest that increases the principal amount of Indebtedness under Credit Facilities plus (c) in the case of any refinancing of any Indebtedness permitted under this Section 4.09(b)(1) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses Incurred in connection with such refinancing; |
| (8) | Purchase Money Obligations and Capital Leases | $1200M | the greater of (i) £250.0 million and (ii) 3.0% of Total Assets |
$1200M cap |
4.09(b)(8) [10]in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (8) will not exceed the greater of (i) £250.0 million and (ii) 3.0% of Total Assets at any time outstanding |
| (20) | Production Facilities | $400M | the greater of (A) £200.0 million and (B) 1.0% of Total Assets |
$400M cap |
4.09(b)(20) [8](20) (a) Indebtedness arising under (i) any arrangements to fund a production where such funding is only repayable from the distribution revenues of that production or (ii) Production Facilities provided that the aggregate amount of Indebtedness under all Production Facilities incurred pursuant to this clause (ii) does not exceed the greater of (A) £200.0 million and (B) 1.0% of Total Assets at any time outstanding; and (b) any Refinancing Indebtedness of any Indebtedness Incurred under clause (a); |
| (24) | General Indebtedness Basket | $2001M | the greater of (A) £300.0 million and (B) 5.0% of Total Assets |
$2001M cap |
4.09(b)(24) [9](24) in addition to the items referred to in clauses (1) through (23) of this Section 4.09(b), Indebtedness of the Company, the Affiliate Issuer or any of the Restricted Subsidiaries in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (24) and then outstanding, will not exceed the greater of (A) £300.0 million and (B) 5.0% of Total Assets at any time outstanding. |
| Σ Computable basket capacity | $4979M | sum of 4 dollar-quantified clauses | |||
Plus 20 qualitative baskets (unlimited / existing / refinancing / ratio-test) — not dollar-quantified here.
RCF
RCF Maintenance Covenants Revolving Credit Facility Agreement — separate from indenture
RCF maintenance covenants are tested continuously (or quarterly) under the Revolving Credit Facility Agreement — not the bond indenture. Typical HY capital structures cross-default RCF breach into the senior secured notes, then into the senior unsecured notes. RCF covenants often use a different EBITDA definition (RCF-Agreement Adjusted EBITDA) from the indenture §1.01 Consolidated EBITDA — watch the definitional basis line below.
| Covenant | Current | Threshold | Cushion | Status | Testing | Cross-default |
|---|---|---|---|---|---|---|
| Consolidated Net Leverage Ratio (senior secured, per Credit Facilities Agreement)
as of 2024-12-31 |
— | <= 0.00× | — | Not Tested | springing on maintenance basis — threshold percentage of RCF drawn not disclosed in AR (typically 30-40% in Liberty-Global-style facilities) · springing | → senior notes |
|
Definition: AR verbatim: 'Our credit facilities contain certain consolidated net leverage ratios, as specified in the relevant credit facility, which are required to be complied with (i) on an incurrence basis and (ii) in respect of our senior secured credit facilities, when the associated revolving credit facilities have been drawn beyond a specified percentage of the total available revolving credit commitments on a maintenance basis.' Specific ratio and drawn-% thresholds NOT disclosed in 2024 AR. EBITDA basis: Credit-Facility-Agreement 'Consolidated Net Leverage Ratio' — definition NOT extracted; likely differs from indenture §4.09 5.00:1.00 ratio in EBITDA adjustments (VMED O2 historically uses OIBDA-style EBITDA with restructuring and synergy add-backs per Liberty Global reporting). Source: “VMED O2 UK Ltd 2024 AR (Note 14 area): 'Our credit facilities contain certain consolidated net leverage ratios, as specified in the relevant credit facility, which are required to be complied with … when the associated revolving credit facilities have been drawn beyond a specified percentage of the total available revolving credit commitments on a maintenance basis.' Also: 'At 31 December 2024, based on the most restrictive applicable leverage covenants and leverage-based restricted payment tests, £1,378.0 million of unused borrowing capacity was available to be borrowed.'” — VMED O2 UK Ltd 2024 Annual Report Note 14 area — qualitative structure only. Next-best source: Liberty Global 10-K 2024 MD&A (SEC CIK 0001316613) — typically discloses UK OpCo covenant thresholds; NOT pulled in this pass. Note: GAP — specific threshold DEFINITIVELY UNOBTAINABLE from public sources (research 2026-04-23, five sources checked): (1) VMED O2 UK Limited 2024 AR Note 16 — covenant exists but threshold 'specified in the relevant credit facility' not numerically disclosed; (2) VMED O2 UK Holdings 2024 AR — same boilerplate; (3) Liberty Global 10-K 2024 — VMED O2 is equity-method JV post-formation + Nov-2024 Sunrise spin, no OpCo covenant table any more; (4) rating-agency public commentary — behind S&P/Moody's/Fitch paywalls; (5) 2029 indenture — 5.00:1.00 Consolidated Net Leverage Ratio used only as §4.09 INCURRENCE test, NOT cross-referenced to Credit Agreement's maintenance covenant. Senior Facilities Agreement is private (not on SEC EDGAR or Companies House). Categorized under KNOWN-LIMITATIONS #12 (paid data access). Unblock paths: (a) Bloomberg BVAL / Reorg / Covenant Review subscription, (b) direct IR request to ir@virginmediao2.co.uk. Market-convention GUESS (do NOT ship as a quoted number): ~6.0-6.5x threshold given S&P-disclosed 4-5x target leverage and standard LBO +30-40% headroom convention. Per AR: £1,378M 'most restrictive applicable leverage covenants' headroom figure — management confirms RCF is the binding constraint today. |
||||||
§ 4.12
Permitted Liens Limitation on Liens
Permitted Baskets — Computable
| Clause | Basket | Resolved Cap | Formula | Capacity | Section |
|---|---|---|---|---|---|
| (28) | General Liens Basket | $2001M | the greater of (a) £250.0 million and (b) 5.0% of Total Assets |
$2001M cap |
Permitted Liens (28) [12](28) Liens Incurred with respect to obligations that do not exceed the greater of (a) £250.0 million and (b) 5.0% of Total Assets at any time outstanding; |
Plus 42 qualitative lien carve-outs (unlimited / existing / refinancing) — standard HY patterns.
§ 4.07
Restricted Payments Limitation on Restricted Payments
Permitted Baskets — Computable
| Clause | Basket | Resolved Cap | Formula | Capacity | Section |
|---|---|---|---|---|---|
| (5) | Management Equity Repurchases | $20M | None |
$20M |
4.07(b)(5) [21](5) the purchase, repurchase, defeasance, redemption or other acquisition, cancellation or retirement for value of Capital Stock, or options, warrants, equity appreciation rights or other rights to purchase or acquire Capital Stock of the Company, the Affiliate Issuer or any Restricted Subsidiary or any Parent held by any existing or former employees or management of the Company, the Affiliate Issuer or Subsidiary of the Company or of the Affiliate Issuer or their assigns, estates or heirs, in each case in connection with the repurchase provisions under employee stock option or stock purchase agreements or other agreements to compensate management employees; provided that such redemptions or repurchases pursuant to this clause (5) will not exceed an amount equal to £20.0 million in the aggregate during any calendar year (with any unused amounts in any preceding calendar year being carried over to the succeeding calendar year); |
| (12) | Payments for tax losses | $800M | the greater of £200.0 million and 2.0% of Total Assets |
$800M |
4.07(b)(12) [13](b) such payments shall only be made in relation to such tax losses in an amount not exceeding, in any financial year, the greater of £200.0 million and 2.0% of Total Assets (with any unused amounts in any financial year being carried over to the next succeeding financial year); |
| (14) | General Restricted Payments Basket | $2001M | the greater of (A) £250.0 million and (B) 5.0% of Total Assets, in the aggregate in any calendar year |
$2001M |
4.07(b)(14) [15](14) Restricted Payments in an aggregate amount at any time outstanding, when taken together with all other Restricted Payments made pursuant to this clause (14), not to exceed the greater of (A) £250.0 million and (B) 5.0% of Total Assets, in the aggregate in any calendar year (with any unused amounts in any preceding calendar year being carried over to the succeeding calendar year); |
| (19) | Annual Restricted Payments | $60M | None |
$60M |
4.07(b)(19) [17](19) any Restricted Payment on common stock of the Company, the Affiliate Issuer or any Affiliate Subsidiary up to £60.0 million per year; |
| (22) | Repurchase of Existing Senior Notes | $0M | ten per cent in aggregate principal amount of such Indebtedness |
$0M |
4.07(b)(22) [19](22) any prepayment, repayment, repurchase, redemption, retirement, defeasance or other acquisition for value of the Existing Senior Notes and other Indebtedness of Virgin Media Finance or any other Parent that is guaranteed by the Company, the Affiliate Issuer or any of the Restricted Subsidiaries pursuant to Section 4.09(b)(15), in an amount not exceeding in any financial year of the Company ten per cent in aggregate principal amount of such Indebtedness or any Restricted Payment to facilitate such transaction; |
| (23) | Intercompany loans to non-Restricted Subsidiaries | $4001M | 10.0% of Total Assets |
$4001M |
4.07(b)(23) [20](23) any Restricted Payment from the Company, the Affiliate Issuer or any Restricted Subsidiary to a Parent or any other Subsidiary of a Parent which is not a Restricted Subsidiary; provided that such Subsidiary advances the proceeds of any such Restricted Payment to the Company, the Affiliate Issuer or any other Restricted Subsidiary, as applicable, within three business days of receipt thereof and that such Restricted Payments do not exceed an amount equal to 10.0% of Total Assets at any one time; |
Builder Basket § 4.07(a)(C) · cumulative capacity since Issue Date
Total gross capacity
$0M
Ratio-Conditional Gates unlimited if gate is open
Clause (13) · Ratio-Based Restricted Payments
Consolidated Net Leverage Ratio would not exceed 4.00 to 1.00
3.88× current <= 4.00× gate
In Compliance — Unlimited RP
Clause (17) · Post-IPO Dividends
Consolidated Net Leverage Ratio would not exceed 4.00 to 1.00
3.88× current <= 4.00× gate
In Compliance — Unlimited RP
Clause (21) · Business Division Transaction
the Company, the Affiliate Issuer and the Restricted Subsidiaries could Incur at least £1.00 of additional Indebtedness under Section 4.09(a)
<= 0.00× gate
Not Tested
§ III
Pro Forma Scenarios Leverage ratio under joint EBITDA × debt shocks. Green = open, amber = tight, red = warn/breach.
| EBITDA ↓ / Debt → | Base | +25% debt +$3825M |
+50% debt +$7650M |
+100% debt +$15300M |
+190% debt +$29070M |
|---|---|---|---|---|---|
| Base EBITDA $3946.2M |
3.88×3% cushion | 4.85×BREACH | 5.82×BREACH | 7.75×BREACH | 11.24×BREACH |
| −10% EBITDA $3551.6M |
4.31×BREACH | 5.38×BREACH | 6.46×BREACH | 8.62×BREACH | 12.49×BREACH |
| −20% EBITDA $3157.0M |
4.85×BREACH | 6.06×BREACH | 7.27×BREACH | 9.69×BREACH | 14.05×BREACH |
| −50% EBITDA $1973.1M |
7.75×BREACH | 9.69×BREACH | 11.63×BREACH | 15.51×BREACH | 22.49×BREACH |
| −80% EBITDA $789.2M |
19.39×BREACH | 24.23×BREACH | 29.08×BREACH | 38.77×BREACH | 56.22×BREACH |
Open · ≥30% cushion
Tight · 15–30%
Warn · 0–15%
Breach
EBITDA gets us first. Solo EBITDA shock of −3% trips leverage; solo debt shock requires +$480M.
§ IV
Sources & Verbatim Citations Every computed figure traces to a specific clause and page in the source indenture.
SOURCE virgin_media_secured_finance_2029_indenture.html
EXTRACTED 2026-04-23 10:12 UTC
- 4.07(a)(C)(i) · p. 103(i) 50.0% of Consolidated Net Income for the period (treated as one accounting period) from the beginning of the first fiscal quarter commencing after July 25, 2006 to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which financial statements are available (or, in case such Consolidated Net Income is a deficit, minus 100.0% of such deficit);
- 4.07(a)(C)(ii) · p. 103(ii) 100.0% of the aggregate Net Cash Proceeds and the fair market value of marketable securities, or other property or assets, received by the Company or the Affiliate Issuer from the issue or sale of its Capital Stock (other than Disqualified Stock) or Subordinated Shareholder Loans or other capital contributions subsequent to July 25, 2006
- 4.07(a)(C) · p. 103(C) the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made subsequent to July 25, 2006 and not returned or rescinded (excluding all Restricted Payments permitted by the second paragraph of this covenant) would exceed the sum of:
- 4.09(a) · p. 114(a) The Company and the Affiliate Issuer will not, and will not permit any of the Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Company, the Affiliate Issuer and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving effect thereto on a pro forma basis (1) the Consolidated Net Leverage Ratio would not exceed 4.00 to 1.00
- 4.09(a) · p. 114and (2) the Consolidated Net Leverage Ratio (including, for the avoidance of doubt, Indebtedness constituting Subordinated Obligations of the Company, the Affiliate Issuer and any Restricted Subsidiary as set forth in clauses (1)(A)(iv) and (1)(A)(v) of the definition of “Consolidated Net Leverage Ratio”) would not exceed 5.00 to 1.00.
- 4.09(b)(1) · p. 115(1) Indebtedness of the Company, the Affiliate Issuer and any of the Restricted Subsidiaries under Credit Facilities, and any Refinancing Indebtedness in respect thereof, in the aggregate principal amount at any one time outstanding not to exceed (a) an amount equal to the greater of (i)(A) £3,500.0 million plus (B) the amount of any Credit Facilities Incurred under Section 4.09(a) or any other provision of Section 4.09(b) to acquire any property, other assets or shares of Capital Stock of a Person and (ii) 5.0% of Total Assets, plus (b) any accrual or accretion of interest that increases the principal amount of Indebtedness under Credit Facilities plus (c) in the case of any refinancing of any Indebtedness permitted under this Section 4.09(b)(1) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses Incurred in connection with such refinancing;
- 4.09(b)(16) · p. 118(16) Indebtedness of the Company, the Affiliate Issuer or any Restricted Subsidiary in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness in respect thereof and the principal amount of all other Indebtedness Incurred pursuant to this Section 4.09(b)(16) and then outstanding, will not exceed 100.0% of the Net Cash Proceeds received by the Company or the Affiliate Issuer from the issuance or sale (other than to the Company, the Affiliate Issuer or a Restricted Subsidiary) of its respective Subordinated Shareholder Loans or Capital Stock or otherwise contributed to the equity of the Company or the Affiliate Issuer, in each case, subsequent to February 22, 2013 (and in each case, other than through the issuance of Disqualified Stock, Preferred Stock or an Excluded Contribution);
- 4.09(b)(20) · p. 119(20) (a) Indebtedness arising under (i) any arrangements to fund a production where such funding is only repayable from the distribution revenues of that production or (ii) Production Facilities provided that the aggregate amount of Indebtedness under all Production Facilities incurred pursuant to this clause (ii) does not exceed the greater of (A) £200.0 million and (B) 1.0% of Total Assets at any time outstanding; and (b) any Refinancing Indebtedness of any Indebtedness Incurred under clause (a);
- 4.09(b)(24) · p. 119(24) in addition to the items referred to in clauses (1) through (23) of this Section 4.09(b), Indebtedness of the Company, the Affiliate Issuer or any of the Restricted Subsidiaries in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (24) and then outstanding, will not exceed the greater of (A) £300.0 million and (B) 5.0% of Total Assets at any time outstanding.
- 4.09(b)(8) · p. 117in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (8) will not exceed the greater of (i) £250.0 million and (ii) 3.0% of Total Assets at any time outstanding
- 4.09(b)(10) · p. 117(10) Indebtedness arising from agreements of the Company, the Affiliate Issuer or a Restricted Subsidiary providing for indemnification, guarantees or obligations in respect of earn-outs or adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of any business, assets or Capital Stock of the Company, the Affiliate Issuer or a Restricted Subsidiary, provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds (including the fair market value of non-cash proceeds) actually received (in the case of dispositions) or paid (in the case of acquisitions) by the Company, the Affiliate Issuer and the Restricted Subsidiaries in connection with such disposition or acquisition, as applicable;
- None · p. 49(28) Liens Incurred with respect to obligations that do not exceed the greater of (a) £250.0 million and (b) 5.0% of Total Assets at any time outstanding;
- 4.07(b)(12) · p. 108(b) such payments shall only be made in relation to such tax losses in an amount not exceeding, in any financial year, the greater of £200.0 million and 2.0% of Total Assets (with any unused amounts in any financial year being carried over to the next succeeding financial year);
- 4.07(b)(13) · p. 108(13) so long as no Default or Event of Default, in each case, of the type specified in clauses (1) or (2) under Section 6.01(a) has occurred and is continuing, any Restricted Payment to the extent that, after giving pro forma effect to any such Restricted Payment, the Consolidated Net Leverage Ratio would not exceed 4.00 to 1.00;
- 4.07(b)(14) · p. 108(14) Restricted Payments in an aggregate amount at any time outstanding, when taken together with all other Restricted Payments made pursuant to this clause (14), not to exceed the greater of (A) £250.0 million and (B) 5.0% of Total Assets, in the aggregate in any calendar year (with any unused amounts in any preceding calendar year being carried over to the succeeding calendar year);
- 4.07(b)(17) · p. 109provided that the aggregate amount of all such dividends or distributions under this clause (17) shall not exceed in any fiscal year the greater of (A) 6.0% of the Net Cash Proceeds received from such Public Offering or subsequent Equity Offering by the Company, the Affiliate Issuer or such Parent or contributed to the capital of the Company or the Affiliate Issuer by any Parent in any form other than Indebtedness or Excluded Contributions and (B) following the Initial Public Offering, an amount equal to the greater of (i) 7.0% of the Market Capitalization and (ii) 7.0% of the IPO Market Capitalization
- 4.07(b)(19) · p. 109(19) any Restricted Payment on common stock of the Company, the Affiliate Issuer or any Affiliate Subsidiary up to £60.0 million per year;
- 4.07(b)(21) · p. 109(21) any Business Division Transaction, provided, that after giving pro forma effect thereto, the Company, the Affiliate Issuer and the Restricted Subsidiaries could Incur at least £1.00 of additional Indebtedness under Section 4.09(a);
- 4.07(b)(22) · p. 110(22) any prepayment, repayment, repurchase, redemption, retirement, defeasance or other acquisition for value of the Existing Senior Notes and other Indebtedness of Virgin Media Finance or any other Parent that is guaranteed by the Company, the Affiliate Issuer or any of the Restricted Subsidiaries pursuant to Section 4.09(b)(15), in an amount not exceeding in any financial year of the Company ten per cent in aggregate principal amount of such Indebtedness or any Restricted Payment to facilitate such transaction;
- 4.07(b)(23) · p. 110(23) any Restricted Payment from the Company, the Affiliate Issuer or any Restricted Subsidiary to a Parent or any other Subsidiary of a Parent which is not a Restricted Subsidiary; provided that such Subsidiary advances the proceeds of any such Restricted Payment to the Company, the Affiliate Issuer or any other Restricted Subsidiary, as applicable, within three business days of receipt thereof and that such Restricted Payments do not exceed an amount equal to 10.0% of Total Assets at any one time;
- 4.07(b)(5) · p. 106(5) the purchase, repurchase, defeasance, redemption or other acquisition, cancellation or retirement for value of Capital Stock, or options, warrants, equity appreciation rights or other rights to purchase or acquire Capital Stock of the Company, the Affiliate Issuer or any Restricted Subsidiary or any Parent held by any existing or former employees or management of the Company, the Affiliate Issuer or Subsidiary of the Company or of the Affiliate Issuer or their assigns, estates or heirs, in each case in connection with the repurchase provisions under employee stock option or stock purchase agreements or other agreements to compensate management employees; provided that such redemptions or repurchases pursuant to this clause (5) will not exceed an amount equal to £20.0 million in the aggregate during any calendar year (with any unused amounts in any preceding calendar year being carried over to the succeeding calendar year);