AMPER, SA and Subsidiaries Consolidated Financial Statements for ...

At 31 December 2011, Group companies have unused credit lines for an amount of 14,886 thousand
euros (19,927 thousand euros in 2010).
The Group uses financial interest rate swaps to manage exposure to fluctuations in the interest rates of
the above-mentioned syndicated loan of 52,909 thousand euros (as it also did in financial 2010 for the
syndicated loan of 61,000 thousand euros).
Guarantees and conditions related to financial debt
The syndicated loan received by Amper, S.A., in which Grupo Amper Sistemas, S.A., Epicom, S.A., and
Sociedad Anónima de Finanzas y Telecomunicación act as guarantors, is subject to the following main
obligations and commitments, which must be complied with at two levels of the scope of consolidation
(the Spanish subgroup level and the consolidated level).
I. Affirmative covenants, relating to:
- Contracting of derivative financial instruments to hedge 50% of the variation in interest rates.
- Maintenance of interests in the guarantor companies.
- Provision of funds and restricted account (contingent tranche) of 5,000 thousand euros, that
may be increased to 8,000 thousand euros in 2013 and to 10,000 thousand euros in 2014.
II.
Negative covenants, relating to:
- Non-disposal of assets (unless the amount obtained is intended for the early repayment of the
financing or consists of the transfer of collection rights for ordinary Group business, provided such
transfer is intended for the early repayment of the debt or is reinvested within 9 months in assets
relating to the ordinary activity of the Group. As of 8 March 2012, this restriction only applies to
disposals exceeding 5% of total consolidated assets.
- Business combinations are prohibited.
- No dividend distributions (including share capital reductions with a refund of contributions to
shareholders) or other types of payment to shareholders, without the consent of the participating
financial institutions.
- No treasury stock transactions, exceeding 2.7% of the share capital.
III.
Financial obligations
The syndicated loan is subject to compliance with a CAPEX, gross change in tangible and intangible
assets, which during financial year 2011 was 8,920 thousand euros and a debt ratio, defined as the net
financial debt to EBITDA ratio, which at 31 December was 3.74.
The early termination of this loan is contingent on compliance with the leverage ratio, defined as the net
financial debt to treasury funds ratio, and the hedge ratio, defined as the EBITDA to net financial costs
ratio. At 31 December 2011, these ratios stood at 1.59 and 2.52, respectively.
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