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Kabel Deutschland GmbH
Notes to the consolidated financial statements
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• incur additional indebtedness;
• pay dividends or make other distributions;
• make certain other restricted payments and investments;
• 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.
Mandatory prepayments of the Senior Credit Facility are required (i) in full upon a
change of control (generally triggered if a person or group other than Providence Equity
Partners (Providence) or its affiliates gains control of more than 30% of the total voting rights of
the Company) or a sale of substantially all of the assets or the businesses, (ii) in part from the
receipt of proceeds from certain third parties, including in connection with asset sales, and (iii)
in part from 50% of the primary proceeds from the sale of shares on the public market by Kabel
Deutschland GmbH or by one of its holding companies, to the extent not applied to discharge
indebtedness under the Senior Notes or the PIK Loan or reinvested in the business, and only to
the extent required to reduce the ratio of consolidated total senior net borrowings to
consolidated EBITDA to 2:1. The public offering of shares in KDH AG did not generate primary
proceeds to Kabel Deutschland GmbH nor to its holding companies as would be relevant for a
mandatory prepayment under the Senior Credit Facility, as the Selling Shareholder received all
the net proceeds from the sale of the Offer Shares.
At March 31, 2010 T€ 1,150,000 was outstanding under Tranche A at an interest rate of
approximately 2.633 % and T€ 535,000 was outstanding under Tranche C at an interest rate of
approximately 3.649 %. Currently KDG has no interest hedging instruments in place.
3.12 Provisions for Pension
The Group has several defined benefit pension plans for different groups of employees
(collective agreement (“CA”) employees, non-collective agreement (“NCA”) employees and
other). The majority of the plans are average salary plans, which are in accordance with
regulations applicable for public servants. These plans were continued with substantially the
same terms upon the purchase of the business from DTAG. The plans for other employees
represent individual commitments.
The annual contributions for CA and NCA employees amount to 2.5 % of their
contractually agreed annual fixed salaries. The annual contributions for NCA employees