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Kabel Deutschland GmbH
Notes to the consolidated financial statements
39
• create liens;
• impose restrictions on the ability of KDG’s subsidiaries to pay dividends or make other
payments to KDG;
• transfer or sell assets;
• merge or consolidate with other entities; and
• enter into transactions with affiliates.
Under the Senior Notes indenture, the amount of restricted payments (including
dividends) that can be made by Kabel Deutschland GmbH to KDH is, subject to certain
adjustments and exceptions, limited to 50% of the consolidated net income (less 100% of any
loss) of Kabel Deutschland GmbH since the date of issuance of the Senior Notes.
Each of the covenants is subject to a number of important exceptions and qualifications.
At any time on or before July 1, 2010, the Senior Notes may be redeemed at 105.375%,
with respect to the Euro Senior Notes, and 105.313%, with respect to the Dollar Senior Notes,
as a percentage of the principal amount thereof, and at the following prices (as a percentage of
the principal amount) beginning on the day after July 1 in each of the following years:
Euro Senior
Notes
Redemption Price
Dollar Senior
Notes
After July 1, 2010 …………………………………………… 103.583 % 103.542 %
After July 1, 2011 …………………………………………… 101.792 % 101.771 %
After July 1, 2012 ….…………………………………….. 100.000 % 100.000 %
Upon the incurrence of a change of control (which term is defined in the indenture
governing the Senior Notes), each holder of the Senior Notes has the right, subject to certain
exceptions, to require the issuer to repurchase such holder’s Senior Notes at a purchase price
equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the
repurchase date.
In addition, in the case of certain asset dispositions (which term is defined in the
indenture governing the Senior Notes), each holder of the Senior Notes has the right, subject to
certain exceptions, to require the issuer to repurchase such holder’s Senior Notes with the net
available cash from such dispositions at a purchase price equal to 100% of the principal amount
thereof, plus accrued and unpaid interest to the repurchase date.
The indenture governing the Senior Notes provides for events of defaults which, if any
of them occurs, would permit or require the principal of and accrued interest on the Senior
Notes to become or to be declared due and payable.