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Annual report (20-F) - Ono

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We have experienced negative cash flow since we commenced operations in 1998, and we<br />

expect to sustain negative cash flow at least until the end of <strong>20</strong>06 once we consolidate Retecal in<br />

Cableuropa Group. We cannot assure you that our business will generate sufficient cash to fulfill our debt<br />

obligations or that future financing will be available to us on commercially reasonable terms or at all. To<br />

the extent our results of operation are less than anticipated or we are forced to make significant revisions<br />

to our current business plan, we may need to raise additional capital or refinance all or a portion of our<br />

debt on or before maturity in order to fund operations and to meet our debt service obligations, including<br />

payments under the <strong>20</strong>05 senior bank facility, the multi-borrower credit facilities, the Notes Proceeds<br />

Loans and the Note guarantees. However, our ability to raise capital or refinance our debt depends on a<br />

number of factors including the liquidity of the capital markets, and we may not be able to do so on<br />

satisfactory terms, or at all. In the event that we cannot raise additional capital or refinance our debt, we<br />

may be unable to meet our payment obligations under the <strong>20</strong>05 senior bank facility, the multi-borrower<br />

credit facilities, the Notes Proceeds Loans and the Note guarantees.<br />

Our substantial debt service requirements could have a material adverse effect on our<br />

business, financial condition and results of operations.<br />

We are a leveraged company with significant debt service requirements. As of December 31,<br />

<strong>20</strong>04 our indebtedness was €1,164.1 million. In addition to the multi-borrower credit facilities and the<br />

Notes Proceeds Loans, as of December 31, <strong>20</strong>04 we had the following debt outstanding:<br />

• €645 million drawn down under our <strong>20</strong>01 senior bank facility, which was cancelled and<br />

refinanced with the <strong>20</strong>05 senior bank facility in February <strong>20</strong>05;<br />

• €28.6 million of other debt; and<br />

• €34.0 million of subsidized loans from the Spanish authorities.<br />

In addition, a substantial portion of our debt, including under our <strong>20</strong>05 senior bank facility and<br />

the Floating Rate Notes Proceeds Loan, bears interest at variable rates. If market interest rates increase,<br />

our variable rate debt will create higher debt service requirements, which would adversely affect our cash<br />

flow. While we may enter into hedging or other agreements designed to limit our exposure to higher debt<br />

service requirements as a result of our variable-rate debt, there is no guarantee that such agreements will<br />

offer complete protection against such risk.<br />

To fund net losses and finalize the build-out of our network we expect to incur additional<br />

indebtedness principally from drawdowns under the <strong>20</strong>05 senior bank facility. Our financial leverage<br />

could have important consequences, including:<br />

• making it more difficult for us to satisfy our financial obligations, including those under the<br />

<strong>20</strong>05 senior bank facility, our multi-borrower credit facilities, the Notes Proceeds Loans and<br />

the Notes guarantees;<br />

• increasing the cost of, or impeding our ability to obtain, additional debt or equity financing to<br />

fund our capital expenditures and the substantial net losses we expect to incur in connection<br />

with our operations and the completion of the build-out of our network;<br />

• impeding our ability to compete with other providers of telephony, Internet and pay<br />

television services that are less leveraged than we are;<br />

• restricting our ability to bid for, or be awarded, licences or new franchises, make strategic<br />

acquisitions, exploit business opportunities or react to significant changes in our business or<br />

in general economic conditions; and<br />

• adversely affecting public perception of us and our brand.<br />

Subject to certain restrictions, we may be able to incur substantially more debt.<br />

Subject to the restrictions in the indentures governing the Notes and the guarantees (the<br />

“Indentures”), our <strong>20</strong>05 senior bank facility, and other outstanding debt, which are subject to a number of<br />

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