含羞草传媒

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(6)听听听Long-Term Debt

Debt is summarized as follows:

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QVC Bank Credit Facilities

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On December 31, 2018, QVC entered into the Fourth Amended and Restated Credit Agreement with Zulily as co-borrower (collectively, the 鈥淏orrowers鈥�) which is a multi-currency facility that provides for a $2.95 billion revolving credit facility, with a $450 million sub-limit for standby letters of credit and $1.5 billion of uncommitted incremental revolving loan commitments or incremental term loans. The Fourth Amended and Restated Credit Agreement includes a $400 million tranche that may be borrowed by QVC or Zulily, with a $50 million sub-limit for standby letters of credit. 听The remaining

$2.55 billion and any incremental loans may be borrowed only by QVC. 听Borrowings that are alternate base rate loans will bear interest at a per annum rate equal to the base rate plus a margin that varies between 0.25% to 0.75% depending on the Borrowers combined ratio of Consolidated Total Debt to Consolidated EBITDA (the 鈥淐ombined Consolidated Leverage Ratio鈥�). Borrowings that are LIBOR loans will bear interest at a per annum rate equal to the applicable LIBOR rate plus a margin that varies between 1.25% and 1.75% depending on the Borrowers鈥� Combined Consolidated Leverage Ratio. Each loan may be prepaid at any time and from time to time without penalty other than customary breakage costs. No mandatory prepayments will be required other than when borrowings and letter of credit usage exceed availability; provided that, if Zulily ceases to be controlled by 含羞草传媒, all of its loans must be repaid and its letters of credit cash collateralized. The facility matures on December 31, 2023. Payment of loans may be accelerated following certain customary events of default.

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The payment and performance of the Borrowers鈥� obligations (including Zulily鈥檚 obligations) under the Fourth Amended and Restated Credit Agreement are guaranteed by each of QVC鈥檚 Material Domestic Subsidiaries (as defined in the Fourth Amended and Restated Credit Agreement). Further, the borrowings under the Fourth Amended and Restated Credit Agreement are secured, pari passu with QVC鈥檚 existing notes, by a pledge of all of QVC鈥檚 equity interests.听听In addition, the payment and performance of the Borrowers鈥� obligations with respect to the $400 million tranche available to both QVC and Zulily are also guaranteed by each of Zulily鈥檚 Material Domestic Subsidiaries (as defined in the Fourth Amended and Restated Credit Agreement), if any, and are secured by a pledge of all of Zulily鈥檚 equity interests.

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The Fourth Amended and Restated Credit Agreement contains certain affirmative and negative covenants, including certain restrictions on QVC and Zulily and each of their respective restricted subsidiaries (subject to certain exceptions) with respect to, among other things: incurring additional indebtedness; creating liens on property or assets; making certain loans or investments; selling or disposing of assets; paying certain dividends and other restricted payments; dissolving, consolidating or merging; entering into certain transactions with affiliates; entering into sale or leaseback transactions; restricting subsidiary distributions; and limiting QVC鈥檚 consolidated leverage ratio, and the Borrowers鈥� Combined Consolidated Leverage Ratio.

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The interest rate on borrowings outstanding under the Fourth Amended and Restated Credit Agreement was 2.1% at March听31, 2020. Availability under the Fourth Amended and Restated Credit Agreement at March听31, 2020 was $2.4 billion, including the remaining portion of the $400 million tranche available to Zulily and outstanding letters of credit. 听

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4.75% Senior Secured Notes due 2027

On February 4, 2020, QVC completed a registered debt offering for $575 million of the 4.75% Senior Secured Notes due 2027 (the "2027 Notes") at par. Interest on the 2027 Notes will be paid semi-annually in February and August, with payments commencing on August 15, 2020. The proceeds were used to partially prepay existing indebtedness under QVC's bank credit facilities.

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Exchangeable Senior Debentures

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The Company has elected to account for its exchangeable senior debentures using the fair value option. 听Accordingly, changes in the fair value of these instruments are recognized as unrealized gains (losses) in the statements of operations. See note 4 for information related to unrealized gains (losses) on debt measured at fair value. 听As of March听31, 2020 the Company鈥檚 exchangeable debentures have been classified as current because the Company does not own shares to redeem the debentures or they are currently redeemable, with the exception of the 1.75% Exchangeable Senior Debentures due 2046 which are classified as long-term as they are not currently redeemable. The Company reviews the terms of the debentures on a quarterly basis to determine whether a triggering event has occurred to require current classification of the exchangeables upon a call event.

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Debt Covenants

含羞草传媒 and its subsidiaries are in compliance with all debt covenants at March听31, 2020.

Fair Value of Debt

含羞草传媒 estimates the fair value of its debt based on the quoted market prices for the same or similar issues or on the current rate offered to 含羞草传媒 for debt of the same remaining maturities (Level 2). The QVC 6.375% Senior Secured Notes due 2067 (鈥�2067 Notes鈥�) and the QVC 6.25% Senior Secured Notes Due 2068 (鈥�2068 Notes鈥�) are traded on the New York Stock Exchange, and the Company considers them to be actively traded. As such, the 2067 Notes and 2068 Notes are valued based on their trading price (Level 1). The fair value of 含羞草传媒's publicly traded debt securities that are not reported at fair value in the accompanying condensed consolidated balance sheet at March听31, 2020 are as follows (amounts in听millions):

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Due to the variable rate nature, 含羞草传媒 believes that the carrying amount of its other debt, not discussed above, approximated fair value at March听31, 2020.