Report on ONO Midco, SAU and its subsidiaries as of December 31 ...

Terms of the 2011 Notes:
2010 Notes.
The 2011 Notes are fully fungible with, have the same terms as, and share security with, the
2012 Notes
On February 2, 2012, Nara Cable Funding, an independent, stand-alone special purpose vehicle, completed the offering
of $1,000 million aggregate principal amount of 8.875% Senior Secured Notes due 2018 under the Indenture. The 2012 Notes are
not direct obligations of Cableuropa; however, the 2012 Notes benefit indirectly from Cableuropa’s obligations under the Existing
Notes Tranches of the Senior Facility which are held by Nara Cable Funding and which are pledged for the benefit of holders of
the Existing Notes.
Covenant Agreement: Contemporanously with the signing of the 2012 Indenture, the Company entered into a
covenant agreement (the “2012 Covenant Agreement”) whereby it is bound to comply with certain covenants in the 2012
Indenture.
2012 Notes Tranche: Pursuant to the offering of the 2012 Notes, Nara Cable Funding loaned the gross proceeds from
the sale of the 2012 Notes to Cableuropa as a term loan under the 2012 Notes Tranche in an aggregate principal amount equal to
the aggregate principal amount of the 2012 Notes offered thereby. The obligations of Cableuropa under the 2012 Notes Tranche
were guaranteed by all of the and secured by the Existing Notes Pledge and certain other agreements, as well as a pledge over the
share capital of the Nara Cable Funding and charges over certain of its bank accounts.
2012 Forward Start Agreement: In connection with the offering of the 2012 Notes, Nara Cable Funding and
Cableuropa entered into a forward start agreement which complies with the requirements for the forward start facility specified
under “—Additional Notes Tranches and New Bank Tranches” above and extends the maturity of the 2012 Notes Tranche to
December 1, 2018 (i.e., the maturity date of the 2012 Notes).
Subordinated Notes
In January 2011, ONO Finance II plc issued €461 million (equivalent) aggregate principal amount of Senior Notes due
2019 (comprising €295 million aggregate principal amount of 11.125% Senior Notes and $225 million aggregate principal amount
of 10.875% Senior Notes) (the “Subordinated Notes”) as part of the January 2011 Refinancing. The Subordinated Notes are
guaranteed on a senior basis by ONOMidco and on a senior subordinated basis by Cableuropa.
The Subordinated Notes mature on July 15, 2019 at their principal amount plus accrued and unpaid interest to the
maturity date unless redeemed prior thereto. Interest on the Subordinated Notes is paid semi-annually on January 15 and July 15
of each year. The Subordinated Notes are redeemable, at ONO Finance II plc’s option, in whole or in part, at any time on or after
January 15, 2014, the euro-denominated Notes at 111.125% of their principal amount, plus accrued interest and the dollardenominated
notes at 110.875% of their principal amount, plus accrued interest, declining to 100% of their principal amount, plus
accrued interest, on or after January 15, 2017.
The Subordinated Notes are senior unsecured obligations of ONO Finance II and rank junior to all of its future secured
indebtedness and equally with all of its future senior unsecured indebtedness and senior to any of its future subordinated
indebtedness. The guarantees of the Subordinated Notes given by ONOMidco, according to the subordination structure, are senior
subordinated obligations and rank junior to all of our existing and future senior indebtedness and equally with all of our existing
and future senior subordinated indebtedness.
Intercreditor Agreement
As a consequence of ONO Midco’s incorporation and of ONO Midco’s accession to the Intercreditor Agreement as an
Obligor, the trustee under the indentures in respect of the then-outstanding notes acceded to the intercreditor agreement dated
October 27, 2005 (the “Intercreditor Agreement”), between, among others, Cableuropa, certain lenders under the Senior Facility,
the Subordinated Facility (which has already been repaid) and the Fond-ICO Participative Loan (which has already been repaid),
Banco Español de Crédito, S.A. (now replaced by Sociéte Générale), as agent for the lenders under the Senior Facility, Fortis
Bank, S.A./N.V., London Branch as agent for the lenders under the Subordinated Facility and Banco Español de Crédito, S.A.
(now replaced by Sociéte Générale), as security agent and intercreditor agent (the “Intercreditor Agent”). The Intercreditor
Agreement establishes the relative rights of, among others, the holders of the Senior Notes and the creditors of the Senior Facility.
Order of Priority and Application of Proceeds
The Intercreditor Agreement provides for the following order of priority to apply to the satisfaction of the obligations of
Cableuropa, ONO Finance plc, ONO Finance II plc, ONO Midco and any future obligors under indebtedness that is subject to
terms of the Intercreditor Agreement (each an “Obligor”):
• First, in payment of all amounts payable to the security agent (for its own account and in its capacity as agent of
the Senior Facility) pursuant to the Senior Facility;
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