Common use of Financial Covenant Clause in Contracts

Financial Covenant. (a) As of the last day of each fiscal quarter of the Borrower commencing on the last day of the first full fiscal quarter ending after the Closing Date, the Consolidated Leverage Ratio shall not be greater than 3.50:1.00; provided that at the election of the Borrower, exercised by written notice delivered by the Borrower to the Administrative Agent at any time prior to the date that is thirty (30) days following consummation of any Material Acquisition (including, at the election of the Borrower, the Catalonia Acquisition) by the Borrower or any Subsidiary, such maximum Consolidated Leverage Ratio shall be increased to 4.25 to 1.00; provided, further, that such increase (x) shall not be effective prior to the consummation of such Material Acquisition, (y) shall only apply for a period of four full fiscal quarters after the consummation of such Material Acquisition and (z) the Consolidated Leverage Ratio of the Borrower shall not exceed 3.50 to 1.00 for more than five consecutive fiscal quarters. (b) At any time after the definitive agreement for any Material Acquisition shall have been executed (or, in the case of a Material Acquisition in the form of a tender offer or similar transaction, after the offer shall have been launched) and prior to the consummation of such Material Acquisition (or termination of the definitive documentation in respect thereof (or such later date as such indebtedness ceases to constitute Acquisition Debt as set forth in the definition of “Acquisition Debt”)), any Acquisition Debt (and the proceeds of such Acquisition Debt), including this Credit Facility and any other Acquisition Debt incurred in connection with the Catalonia Acquisition, shall be excluded from the definition of Consolidated Leverage Ratio.

Financial Covenant. (a) As The Company shall not permit the Leverage Ratio as of the last day end of each any fiscal quarter of the Borrower Company to be greater than 5.0:1.00; provided that, in connection with any proposed acquisition or series of related acquisitions (that shall close within six (6) months of the first such related acquisition to close) by the Company and/or any of its Subsidiaries for which the payment of consideration or assumption or incurrence of Indebtedness by the Company and its Subsidiaries in connection therewith is at least $100,000,000 (a “Reference Acquisition” it being understood that if a Reference Acquisition consists of a series of related acquisitions, the consummation of a such Reference Acquisition shall be deemed to have occurred on the date the last of such series of related acquisitions is consummated), to the extent that the Company has a Current Rating assigned by any two Ratings Agencies immediately prior to and after giving effect to such Reference Acquisition, solely for the period commencing on the last day date of consummation of a Reference Acquisition, through the first six months ending immediately following the consummation of the first full fiscal quarter ending after the Closing DateReference Acquisition (each such period, a “Reference Acquisition Period”), the Consolidated maximum Leverage Ratio shall not instead be greater than 3.50:1.00; provided that at the election of the Borrower, exercised by written notice delivered by the Borrower to the Administrative Agent at any time prior to the date that is thirty (30) days following consummation of any Material Acquisition (including, at the election of the Borrower, the Catalonia Acquisition) by the Borrower or any Subsidiary, such maximum Consolidated Leverage Ratio shall be increased to 4.25 to 1.005.50:1.00; provided, further, that such increase (x) shall not be effective in the event any such Indebtedness is incurred prior to the consummation of such Material Acquisition, (y) shall only apply for Reference Acquisition and the Company provides a period certification to the Agent that the proceeds of four full fiscal quarters after such Indebtedness are to be used in connection with the consummation of such Material Reference Acquisition (including Indebtedness incurred to pay related transaction costs), such Indebtedness shall not be included in the calculation of the Leverage Ratio until the consummation of the Reference Acquisition, and (zy) the Consolidated Leverage Ratio of the Borrower shall not exceed 3.50 to 1.00 for more than five consecutive fiscal quarters. (b) At any time after the definitive agreement for any Material Acquisition shall have been executed (or, in the case of a Material Acquisition in the form of a tender offer or similar transaction, after the offer shall have been launched) and immediately prior to the consummation commencement of such Material any Reference Acquisition (or termination of the definitive documentation in respect thereof (or such later date as such indebtedness ceases to constitute Acquisition Debt as set forth in the definition of “Acquisition Debt”)), any Acquisition Debt (and the proceeds of such Acquisition Debt), including this Credit Facility and any other Acquisition Debt incurred in connection with the Catalonia Acquisition, Period shall not be excluded from the definition of Consolidated Leverage Ratiogreater than 5.0:1.00.

Financial Covenant. (a) As of the last day of each fiscal quarter of the Borrower commencing on the last day of the first full fiscal quarter ending after the Closing Date, the Consolidated Leverage Ratio shall not be greater than 3.50:1.00; provided that at the election of the Borrower, exercised by written notice delivered by the Borrower to the Administrative Agent at any time prior to the date that is thirty (30) days following consummation of any Material Acquisition (including, at the election of the Borrower, the Catalonia Westminster Acquisition) by the Borrower or any Subsidiary, such maximum Consolidated Leverage Ratio shall be increased to 4.25 to 1.00; provided, further, that such increase (x) shall not be effective prior to the consummation of such Material Acquisition, (y) shall only apply for a period of four full fiscal quarters after the consummation of such Material Acquisition and (z) the Consolidated Leverage Ratio of the Borrower shall not exceed 3.50 to 1.00 for more than five consecutive fiscal quarters. (b) At any time after the definitive agreement for any Material Acquisition shall have been executed (or, in the case of a Material Acquisition in the form of a tender offer or similar transaction, after the offer shall have been launched) and prior to the consummation of such Material Acquisition (or termination of the definitive documentation in respect thereof (or such later date as such indebtedness ceases to constitute Acquisition Debt as set forth in the definition of “Acquisition Debt”)), any Acquisition Debt (and the proceeds of such Acquisition Debt), including this Credit Facility and any other Acquisition Debt incurred in connection with the Catalonia Westminster Acquisition, shall be excluded from the definition of Consolidated Leverage Ratio.

Financial Covenant. (a) As The Company will not permit the ratio (the “Total Leverage Ratio”), determined as of the last day end of each of its fiscal quarters ending on and after the Effective Date, of (i) Consolidated Total Indebtedness to (ii) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Company and its Subsidiaries on a consolidated basis, to be greater than 3.50 to 1.00; provided that upon notice by the Company to the Administrative Agent upon the consummation of any Qualified Acquisition (but in any case not more than two times), the Company shall be permitted to increase the maximum Total Leverage Ratio to 4.00 to 1.00, which such increase shall be applicable for the fiscal quarter of the Borrower commencing on Company in which such acquisition is consummated and the last day of the first full fiscal quarter ending after the Closing Date, the Consolidated Leverage Ratio shall not be greater than 3.50:1.00; provided that at the election of the Borrower, exercised by written notice delivered by the Borrower to the Administrative Agent at any time prior to the date that is thirty (30) days following consummation of any Material Acquisition (including, at the election of the Borrower, the Catalonia Acquisition) by the Borrower or any Subsidiary, such maximum Consolidated Leverage Ratio shall be increased to 4.25 to 1.00; provided, further, that such increase (x) shall not be effective prior to the consummation of such Material Acquisition, (y) shall only apply for a period of four full three consecutive fiscal quarters after the consummation of such Material Acquisition and (z) the Consolidated Leverage Ratio of the Borrower shall not exceed 3.50 to 1.00 for more than five consecutive fiscal quartersthereafter. (b) At any time after the definitive agreement for any Material Qualified Acquisition shall have been executed (or, in the case of a Material Qualified Acquisition in the form of a tender offer or similar transaction, after the offer shall have been launched) and prior to the consummation of such Material Qualified Acquisition (or termination of the definitive documentation in respect thereof (or such later date as such indebtedness ceases to constitute Acquisition Debt as set forth in the definition of “Acquisition Debt”)thereof), any Qualified Acquisition Debt (and the proceeds of such Qualified Acquisition Debt), including this Credit Facility and any other Acquisition Debt incurred in connection with the Catalonia Acquisition, ) shall be excluded from the definition of Consolidated the “Total Leverage Ratio”; provided that (x) the definitive documentation relating to such Qualified Acquisition Debt shall contain “special mandatory redemption” or escrow provisions (or other similar provisions) or otherwise require such indebtedness to be redeemed or prepaid if such Qualified Acquisition is not consummated by a date specified in such definitive documentation and (y) if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Qualified Acquisition is terminated in accordance with its terms prior to the consummation of such Qualified Acquisition or such Qualified Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Qualified Acquisition Debt, such Qualified Acquisition Debt is so redeemed or prepaid by the date that it is required to be redeemed or prepaid in such circumstances pursuant to the terms of such Qualified Acquisition Debt.

Financial Covenant. (a) As of the last day of each fiscal quarter of the Borrower commencing on the last day of the first full fiscal quarter ending after the Closing Date, the Consolidated Leverage Ratio shall not be greater than 3.50:1.00; provided that at the election of the Borrower, exercised by written notice delivered by the Borrower to the Administrative Agent at any time prior to the date that is thirty (30) days following consummation of any Material Acquisition (including, at the election of the Borrower, the Catalonia Acquisition) by the Borrower or any Subsidiary, such maximum Consolidated Leverage Ratio shall be increased to 4.25 to 1.00; provided, further, that such increase (x) shall not be effective prior to the consummation of such Material Acquisition, (y) shall only apply for a period of four full fiscal quarters after the consummation of such Material Acquisition and (z) the Consolidated Leverage Ratio of the Borrower shall not exceed 3.50 to 1.00 for more than five consecutive fiscal quarters. (b) As of the last day of each fiscal quarter of the Borrower commencing on the last day of the first full fiscal quarter ending after the Closing Date, the Consolidated Interest Coverage Ratio shall not be less than 3.00:1.00. (c) At any time after the definitive agreement for any Material Acquisition shall have been executed (or, in the case of a Material Acquisition in the form of a tender offer or similar transaction, after the offer shall have been launched) and prior to the consummation of such Material Acquisition (or termination of the definitive documentation in respect thereof (or such later date as such indebtedness ceases to constitute Acquisition Debt as set forth in the definition of “Acquisition Debt”)), any Acquisition Debt (and the proceeds of such Acquisition Debt), including this Credit Facility and any other Acquisition Debt incurred in connection with the Catalonia Acquisition, ) shall be excluded from the definition of Consolidated Leverage Ratio, and the Consolidated Cash Interest Charges attributable to such Acquisition Debt shall be excluded from the definition of Consolidated Interest Coverage Ratio.

Financial Covenant. At any time following the consummation of the Separation, so long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will maintain a ratio (athe “Operating Income Leverage Ratio”) As of determined on the last day of each fiscal quarter of the Borrower commencing on for the last day Rolling Period then ended of (i) the aggregate principal amount, without duplication, of (A) Consolidated Debt of the first full fiscal quarter ending after the Closing DateBorrower described in clauses (a), the Consolidated Leverage Ratio shall not be greater than 3.50:1.00; provided that at the election (c) and (e) of the Borrowerdefinition of Debt, exercised by written notice delivered by plus (B) Excess Guaranty Debt, plus (C) preference shares that constitute debt under GAAP to (ii) Adjusted Operating Income of the Borrower for such Rolling Period of not more than 4.5 to the Administrative Agent at any time prior to the date that is thirty (30) days following consummation of any Material Acquisition (including1.0; provided, that, at the election of the Borrower, Borrower (by providing written notice to the Catalonia Acquisition) by the Borrower or any SubsidiaryAdministrative Agent making such an election), such maximum Consolidated Operating Income Leverage Ratio shall be increased to 4.25 5.0 to 1.001.0 for any period during which any Material Acquisition is consummated and applying for the fiscal quarter during which such Material Acquisition is consummated as well as the immediately following three fiscal quarters thereafter; provided, further, that such increase (x) there shall be not more than two such elections made during the term of this Agreement, and (y) there shall be at least one full fiscal quarter during which the Operating Income Leverage Ratio shall not be effective prior more than 4.5 to 1.0 between any such elections. For purposes of calculating the consummation aggregate principal amount of such Material Acquisition, (y) shall only apply for a period of four full fiscal quarters after the consummation of such Material Acquisition and (z) the Consolidated Leverage Ratio Debt of the Borrower on any such date, (A) there shall not exceed 3.50 to 1.00 for more than five consecutive fiscal quarters. be excluded from such calculation (bi) At any time after the definitive agreement for any Material Acquisition shall have been executed (or, in the case of a Material Acquisition in the form of a tender offer or similar transaction, after the offer shall have been launched) and prior to the consummation of such Material Acquisition (or termination of the definitive documentation amount in respect thereof (or such later date as such indebtedness ceases to constitute Acquisition Debt as set forth in the definition of “Acquisition Debt”)), any Acquisition Debt (Permitted Content Financings and the proceeds of such Acquisition Debt), including this Credit Facility Negative Pickup Arrangements and any other Acquisition Debt Capitalized Lease Obligations incurred in connection with the Catalonia Acquisitionleasing of satellite transponders and (ii) any obligations under any undrawn letters of credit and any reimbursed letters of credit in each case in support of obligations of Disney and/or any of its Subsidiaries that are intended to be assumed by the Borrower and/or its Subsidiaries in connection with the Transactions, other than with respect to Debt for borrowed money and (B) the currency exchange rate used for such calculation shall be excluded from the definition rate used in the annual or quarterly statement of Consolidated Leverage Ratiofinancial position for such date; provided, however, that, if the Borrower determines that an average exchange rate is a more accurate reflection of the value of such currency over such Rolling Period, the currency exchange rate used may be, at the option of the Borrower, the currency exchange rate used for the income statements of the Borrower for such fiscal quarter.

Financial Covenant. (a) As So long as any Lender shall have any Commitment hereunder or there shall be any Loans outstanding, the Borrower will not permit the Leverage Ratio as of the last day of each fiscal quarter of the Borrower commencing on the last day of the first full fiscal quarter ending after the Closing Datequarter, the Consolidated Leverage Ratio shall not be greater than 3.50:1.00to exceed 3.50 to 1.00; provided that at the election of the Borrower, exercised by written notice delivered by the Borrower to the Administrative Agent at any time prior to the date that is thirty (30) days following consummation of any Material Acquisition (includingthat, at the election of the BorrowerBorrower (prior written notice of which shall be given to the Administrative Agent), following the consummation of any Material Acquisition, the Catalonia Acquisitionmaximum Leverage Ratio permitted under this clause (g) by shall be increased to 4.00 to 1.00 as of the Borrower or last day of the fiscal quarter in which such Material Acquisition is consummated and as of the last day of each of the three immediately succeeding fiscal quarters (the period during which any Subsidiary, such maximum Consolidated increase in the Leverage Ratio shall be increased to 4.25 to 1.00in effect being called a “Leverage Increase Period”); provided, further, that such increase the Borrower may terminate a Leverage Increase Period at any time by providing written notice to the Administrative Agent. Upon the expiration or termination of a Leverage Increase Period, the maximum Leverage Ratio shall be reduced to 3.50 to 1.00 until the Borrower subsequently consummates another Material Acquisition (x) shall whereupon a new Leverage Increase Period may be commenced as provided above); provided that, a new Leverage Increase Period may not be effective prior to the consummation of such Material Acquisition, (y) shall only apply for a period of four commenced until at least two full fiscal quarters after the consummation of such Material Acquisition and (z) the Consolidated Leverage Ratio of the Borrower shall not exceed 3.50 to 1.00 for more than five consecutive fiscal quarters. (b) At any time after the definitive agreement for any Material Acquisition shall have been executed (or, in elapsed following the case of a Material Acquisition in the form of a tender offer or similar transaction, after the offer shall have been launched) and prior to the consummation of such Material Acquisition (expiration or termination of the definitive documentation in respect thereof (or such later date as such indebtedness ceases to constitute Acquisition Debt as set forth in the definition of “Acquisition Debt”)), any Acquisition Debt (and the proceeds of such Acquisition Debt), including this Credit Facility and any other Acquisition Debt incurred in connection prior Leverage Increase Period with the Catalonia Acquisition, Leverage Ratio at no greater than 3.50 to 1.00. There shall be excluded from no more than three Leverage Increase Periods prior to the definition of Consolidated Leverage RatioMaturity Date.

Financial Covenant. SECTION 8.01 (a) As If on the last day of any Test Period (beginning with the Test Period ending on March 31, 2013) the sum of (x) all Revolving Credit Loans and Swing Line Loans outstanding on such date, (y) the Outstanding Amount of any L/C Obligations attributable to Letters of Credit that guarantee, directly or indirectly, Financial Indebtedness on such date (except to the extent, with respect to any such Letter of Credit, that (1) 101% of the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or (2) the beneficiary or ultimate beneficiary and the obligations supported thereby are identical to another outstanding and earlier issued Letter of Credit) and (z) the Outstanding Amount of any L/C Obligations attributable to Letters of Credit that do not guarantee, directly or indirectly, Financial Indebtedness on such date (except to the extent, with respect to any such Letter of Credit, that (1) 101% of the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or (2) the beneficiary or ultimate beneficiary and the obligations supported thereby are identical to another outstanding and earlier issued Letter of Credit) in excess of $50,000,000 (and only to the extent of such excess), shall exceed 20% of the Revolving Credit Commitments in effect as of such date (after giving effect to any Incremental Revolving Credit Facilities or Revolving Credit Commitment Increase then in effect) , the Borrower shall not permit the Senior Secured First-Lien Net Leverage Ratio as of such day to be greater than the ratio set forth below opposite such day:Financial Covenant. (a) The Borrower shall not permit the Total Net Leverage Ratio as of the last day of each any fiscal quarter of the Borrower commencing on the last day of the first full fiscal quarter ending after the Closing Datefor which financial statements have been or are required to have been delivered pursuant to Section 6.01(a) or (b), the Consolidated Leverage Ratio shall not as applicable, to be greater than 3.50:1.00; provided that at the election of the Borrower, exercised by written notice delivered by the Borrower to the Administrative Agent at any time prior to the date that is thirty (30) days following consummation of any Material Acquisition (including, at the election of the Borrower, the Catalonia Acquisition) by the Borrower or any Subsidiary, such maximum Consolidated Leverage Ratio shall be increased to 4.25 to 1.00; provided, further, that such increase (x) shall not be effective prior to the consummation of such Material Acquisition, (y) shall only apply for a period of four full fiscal quarters after the consummation of such Material Acquisition and (z) the Consolidated Leverage Ratio of the Borrower shall not exceed 3.50 to 1.00 for more than five consecutive fiscal quarters4.50:1.00. (b) At any time after Notwithstanding the definitive agreement for any Material Acquisition shall have been executed (orforegoing, in the case event of a Material Acquisition Travel Event Disruption, the foregoing financial covenant shall be suspended (a “Covenant Suspension”) with respect to the period (a “Covenant Suspension Period”) from and after the last date of the quarter in which such Material Travel Event Disruption occurs until the last date of the second succeeding quarter (unless during such Covenant Suspension Period a separate and distinct Material Travel Event Disruption occurs, in which case a new Covenant Suspension Period shall run from and after the last date of the quarter in which such subsequent Material Travel Event Disruption occurred until the last date of the second succeeding quarter) (in each case, the “Covenant Resumption Date”). From and after the Covenant Resumption Date, compliance with the foregoing financial covenant shall be measured by substituting the Consolidated EBITDA during the quarter immediately preceding the quarter in which the relevant Travel Event occurred for (i) the Consolidated EBITDA of the quarter in which such Travel Event occurred or such Material Travel Event Disruption existed and (ii) in either case, the Consolidated EBITDA of the next succeeding two quarters, in any case subject to customary seasonal adjustments. (c) Notwithstanding any other provisions of this Agreement, if, at any time during any period in which the foregoing financial covenant is suspended in connection with a Material Travel Event Disruption, the Borrower is not then in compliance with such covenant (were such covenant not then suspended), then, for so long as (but only so long as) such non-compliance exists, (a) the Borrower shall not be permitted to make Restricted Payments to Holdings to fund dividends or other payments (other than ordinary course expense reimbursement payments) to the Sponsor Group and (b) the Borrower and its Restricted Subsidiaries shall not be permitted to make Permitted Acquisitions or any Investments in the form Sponsor Group or any member of a tender offer the Sponsor Group (except that the Borrower and the Restricted Subsidiaries may consummate Permitted Acquisitions and Investments pursuant to binding commitments in existence at or similar transaction, after the offer shall have been launched) and prior to the consummation of such Material Acquisition (or termination of date on which the definitive documentation in respect thereof (or such later date as such indebtedness ceases to constitute Acquisition Debt as set forth in the definition of “Acquisition Debt”)relevant Covenant Suspension Period began), unless, at the time of making any such Permitted Acquisition Debt or Investment (on a Pro Forma Basis after giving effect thereto), the sum of (i) the amount of unutilized Revolving Credit Commitments plus (ii) the amount of cash and Cash Equivalents then held by Holdings, the Borrower and the proceeds of such Acquisition Debt), including this Credit Facility and any other Acquisition Debt incurred in connection with the Catalonia Acquisition, shall be excluded from the definition of Consolidated Leverage RatioRestricted Subsidiaries is no less than $100,000,000.

Financial Covenant. (a) As The Borrower shall not, directly or indirectly, nor shall it permit any Integra Party or the Parent to, directly or indirectly, permit the Consolidated Total Leverage Ratio of the Parent and its consolidated Subsidiaries as of the last day of each any consecutive four fiscal quarter of the Borrower commencing period ending on the last day of the first full fiscal quarter ending after the Closing Date, the Consolidated Leverage Ratio shall not dates identified below to be greater than 3.50:1.00; provided that at the election of ratio set forth below opposite such date: Notwithstanding the Borrower, exercised by written notice delivered by the Borrower to the Administrative Agent at any time prior to the date that is thirty (30) days following consummation of any Material Acquisition (includingforegoing, at the election of the BorrowerParent, up to two times during the term of this Agreement, the Catalonia Acquisition) by the Borrower or any Subsidiary, such maximum Consolidated Total Leverage Ratio shall set forth in this grid above may be increased to 4.25 accommodate a Permitted Acquisition (as defined in the Credit Agreement), as determined by the Parent and as designated in the Compliance Certificate (as defined in the Credit Agreement, a copy of which shall be promptly provided to 1.00the Administrative Agent hereunder) or earlier notice given by the Parent in connection with such Permitted Acquisition (as defined in the Credit Agreement) (including for determining any ratios, baskets, representations and warranties or test any Event of Default (as defined in the Credit Agreement,) or Default (as defined in the Credit Agreement) blocker pursuant to Section 1.08 of the Credit Agreement); provided, however, such increase will not otherwise go into effect until the closing of such Permitted Acquisition (as defined in the Credit Agreement); provided, further, that (a) such increase (x) shall not be effective prior to the consummation of such Material Acquisition, (y) shall only apply for a period of four full fiscal quarters twelve months from and after such Permitted Acquisition and immediately upon the consummation expiration of such Material Acquisition and (z) twelve month period, the required maximum Consolidated Total Leverage Ratio of shall revert to the Borrower shall not exceed 3.50 to 1.00 level set forth above for more than five consecutive fiscal quarters. the measurement period in which such step down occurs; (b) At in no event shall the maximum Consolidated Total Leverage Ratio after giving effect to any time after such step-up exceed 5.00 to 1.00; and (c) the definitive agreement for maximum amount that any Material Acquisition shall have been executed (or, in the case of a Material Acquisition in the form of a tender offer or similar transaction, after the offer shall have been launched) and prior to the consummation of such Material Acquisition (or termination of the definitive documentation in respect thereof (or such later date as such indebtedness ceases to constitute Acquisition Debt as set forth in the definition of “Acquisition Debt”)), Consolidated Total Leverage Ratio covenant level may step-up during any Acquisition Debt (and the proceeds of such Acquisition Debt), including this Credit Facility and any other Acquisition Debt incurred in connection with the Catalonia Acquisition, shall be excluded from the definition of Consolidated Total Leverage RatioRatio measurement period is 0.50.

Financial Covenant. (a) As Permit the Total Net Leverage Ratio as of the last day of each fiscal quarter of the Borrower commencing on the last day of the first full fiscal quarter ending after the Closing Date, the Consolidated Leverage Ratio shall not Test Period to be greater than 3.50:1.004.50:1.00 (the “Financial Covenant”). Notwithstanding the foregoing, in connection with any Permitted Acquisition having aggregate cash consideration (including cash, Cash Equivalents and other deferred payment obligations) in excess of $200,000,000, the Company may, at its election, in connection with such Permitted Acquisition and upon prior written notice to the Administrative Agent, increase the maximum Total Net Leverage Ratio pursuant to this Section 7.10 to 5.00:1.00, which such increase shall be applicable (a) with respect to a Permitted Acquisition that is not a Limited Condition Acquisition, for the fiscal quarter in which such Permitted Acquisition is consummated and the three (3) consecutive fiscal quarters thereafter or (b) with respect to a Permitted Acquisition that is a Limited Condition Acquisition, for purposes of determining compliance on a Pro Forma Basis with this Section 7.10 on the test date for such Limited Condition Acquisition, for the fiscal quarter in which such Permitted Acquisition is consummated and for the three (3) consecutive fiscal quarters after which such Permitted Acquisition is consummated (each, a “Leverage Ratio Increase”); provided that at the election of the Borrower, exercised by written notice delivered by the Borrower to the Administrative Agent at any time prior to the date that is thirty (30) days following consummation of any Material Acquisition (including, at the election of the Borrower, the Catalonia Acquisition) by the Borrower or any Subsidiary, such maximum Consolidated Leverage Ratio shall be increased to 4.25 to 1.00; provided, further, that such increase (x) such increase shall apply solely with respect to compliance with this Section 7.10 and any determination of the Total Net Leverage Ratio for purposes of the definition of Permitted Acquisition and any incurrence test with respect to any Indebtedness used to finance a Permitted Acquisition and shall not be effective prior apply to the consummation of such Material Acquisitionany other purposes under this Agreement, (y) there shall only apply for a period be no more than two (2) Leverage Ratio Increases during the term of four full fiscal quarters after the consummation of such Material Acquisition this Agreement and (z) there shall be at least two (2) full fiscal quarters following the Consolidated cessation of each such Leverage Ratio of the Borrower Increase during which no Leverage Ratio Increase shall not exceed 3.50 to 1.00 for more than five consecutive fiscal quartersthen be in effect. (b) At any time after the definitive agreement for any Material Acquisition shall have been executed (or, in the case of a Material Acquisition in the form of a tender offer or similar transaction, after the offer shall have been launched) and prior to the consummation of such Material Acquisition (or termination of the definitive documentation in respect thereof (or such later date as such indebtedness ceases to constitute Acquisition Debt as set forth in the definition of “Acquisition Debt”)), any Acquisition Debt (and the proceeds of such Acquisition Debt), including this Credit Facility and any other Acquisition Debt incurred in connection with the Catalonia Acquisition, shall be excluded from the definition of Consolidated Leverage Ratio.

Financial Covenant. (a) As of the last day of each fiscal quarter of the Borrower, the Consolidated Leverage Ratio shall not be greater than (i) with respect to any such day occurring during the Covenant Relief Period, the ratio set forth below for the respective period set forth below, and (ii) otherwise, 3.50:1.00, as of the last day of the full fiscal quarter ending on March 31, 2025 3.75 to 1.00 as of the last day of each full fiscal quarter ending on June 30, 2024 and September 30, 2024 as of the last day of each fiscal quarter ending after April 1, 2025 4.25 to 1.00 3.50 to 1.00 Testing Period (a) As of the last day of each fiscal quarter of the Borrower commencing on the last day of the first full fiscal quarter ending after the Closing Date, the Consolidated Leverage Ratio shall not be greater than 3.50:1.00; provided that that, at the election of the Borrower, exercised by written notice delivered by the Borrower to the Administrative Agent at any time prior to the date that is thirty (30) days following consummation of any Material Acquisition (including, at the election of the Borrower, the Catalonia Acquisition) by the Borrower or any Subsidiary, such maximum Consolidated Leverage Ratio shall be increased to 4.25 to 1.00; provided, further, that such increase (x) shall not be effective prior to the consummation of such Material Acquisition, (y) shall only apply for a period of four full fiscal quarters after the consummation of such Material Acquisition and (z) the Consolidated Leverage Ratio of the Borrower shall not exceed 3.50 to 1.00 for more than five consecutive fiscal quarters. (b) As of the last day of each fiscal quarter of the Borrower commencing on the last day of the first full fiscal quarter ending after the Closing Date, the Consolidated Interest Coverage Ratio shall not be less than 3.00:1.00. (c) At any time after the definitive agreement for any Material Acquisition shall have been executed (or, in the case of a Material Acquisition in the form of a tender offer or similar transaction, after the offer shall have been launched) and prior to the consummation of such Material Acquisition (or termination of the definitive documentation in respect thereof (or such later date as such indebtedness ceases to constitute Acquisition Debt as set forth in the definition of “Acquisition Debt”)), any Acquisition Debt (and the proceeds of such Acquisition Debt), including this Credit Facility and any other Acquisition Debt incurred in connection with the Catalonia Acquisition, ) shall be excluded from the definition of Consolidated Leverage Ratio, and the Consolidated Cash Interest Charges attributable to such Acquisition Debt shall be excluded from the definition of Consolidated Interest Coverage Ratio.

Financial Covenant. (a) As Beginning on the Financial Covenant Start Date, permit the Consolidated Net Leverage Ratio to exceed (A) as of the Financial Covenant Start Date and the last day of each of first, second and third fiscal quarters of the Parent Borrower ending following the Financial Covenant Start Date, 6.75:1.00, (B) as of the last day of each of the fourth, fifth, sixth and seventh fiscal quarters of the Parent Borrower ending following the Financial Covenant Start Date, 6.25:1.00, (C) as of the last day of each of the eighth, ninth, tenth and eleventh fiscal quarters of the Parent Borrower ending following the Financial Covenant Start Date, 5.75:1.00, (D) as of the last day of each of the twelfth and thirteenth fiscal quarters of the Parent Borrower ending following the Financial Covenant Start Date, 5.50:1.00 and (E) as of the last day of the fourteenth fiscal quarter of the Parent Borrower ending following the Financial Covenant Start Date and as of the last day of each fiscal quarter of the Parent Borrower commencing on thereafter, 5.25:1.00. Notwithstanding the last day foregoing, upon the consummation of a Material Permitted Acquisition and until the first full completion of four fiscal quarter ending after quarters following such Material Permitted Acquisition (the Closing Date“Increase Period”), if elected by the Consolidated Leverage Ratio shall not be greater than 3.50:1.00; provided that at the election of the Borrower, exercised Parent Borrower by written notice delivered by the Borrower to the Administrative Agent at any time given on or prior to the date that is thirty (30) days following consummation of any Material Acquisition (including, at the election of the Borrower, the Catalonia Acquisition) by the Borrower or any Subsidiary, such maximum Consolidated Leverage Ratio shall be increased to 4.25 to 1.00; provided, further, that such increase (x) shall not be effective prior to the consummation of such Material Permitted Acquisition, the maximum permitted Consolidated Net Leverage Ratio level for purposes of this covenant shall be increased by 0.50x for the relevant period (ythe “Step-Up”) shall only apply during such Increase Period; provided (i) that Increase Periods may not be successive unless the Consolidated Net Leverage Ratio would have been complied with for a period of four full at least two fiscal quarters after without giving effect to the consummation Step-Up, (ii) there shall be a maximum of such Material Acquisition two Increase Periods in the aggregate under this Credit Agreement and (ziii) no Increase Period shall begin prior to the Consolidated Leverage Ratio third full quarter following the Financial Covenant Start Date (other than an Increase Period in connection with the acquisition of an aggregate of 51% of the Borrower shall not exceed 3.50 to 1.00 for more than five consecutive fiscal quartersCapital Stock of OCESA Entretenimiento S.A. de C.V.). (b) At any time after Prior to the definitive agreement for any Material Acquisition shall have been executed Financial Covenant Start Date, permit Liquidity to be less than $500.0 million as of the last day of (or, in x) each fiscal quarter of the case of a Material Acquisition in the form of a tender offer Parent Borrower ending on or similar transaction, after the offer shall have been launched) and prior to the consummation of such Material Acquisition December 31, 2020 and (or termination of the definitive documentation in respect thereof (or such later date as such indebtedness ceases to constitute Acquisition Debt as set forth in the definition of “Acquisition Debt”))y) each calendar month following December 31, any Acquisition Debt (and the proceeds of such Acquisition Debt), including this Credit Facility and any other Acquisition Debt incurred in connection with the Catalonia Acquisition, shall be excluded from the definition of Consolidated Leverage Ratio2020.

Financial Covenant. (a) As So long as any Lender shall have any Credit Exposure or any Commitment hereunder, the Borrower will not permit the Leverage Ratio as of the last day of each fiscal quarter of the Borrower commencing on the last day of the first full fiscal quarter ending after the Closing Datequarter, the Consolidated Leverage Ratio shall not be greater than 3.50:1.00to exceed 3.50 to 1.00; provided that at the election of the Borrower, exercised by written notice delivered by the Borrower to the Administrative Agent at any time prior to the date that is thirty (30) days following consummation of any Material Acquisition (includingthat, at the election of the BorrowerBorrower (prior written notice of which shall be given to the Administrative Agent), following the consummation of any Material Acquisition, the Catalonia Acquisition) by maximum Leverage Ratio permitted under this Section 5.03 shall be increased to 4.00 to 1.00 as of the Borrower or last day of the fiscal quarter in which such Material Acquisition is consummated and as of the last day of each of the three immediately succeeding fiscal quarters (the period during which any Subsidiary, such maximum Consolidated increase in the Leverage Ratio shall be increased to 4.25 to 1.00in effect being called a “Leverage Increase Period”); provided, further, that such increase the Borrower may terminate a Leverage Increase Period at any time by providing written notice to the Administrative Agent. Upon the expiration or termination of a Leverage Increase Period, the maximum Leverage Ratio shall be reduced to 3.50 to 1.00 until the Borrower subsequently consummates another Material Acquisition (x) shall whereupon a new Leverage Increase Period may be commenced as provided above); provided that, a new Leverage Increase Period may not be effective prior to the consummation of such Material Acquisition, (y) shall only apply for a period of four commenced until at least two full fiscal quarters after the consummation of such Material Acquisition and (z) the Consolidated Leverage Ratio of the Borrower shall not exceed 3.50 to 1.00 for more than five consecutive fiscal quarters. (b) At any time after the definitive agreement for any Material Acquisition shall have been executed (or, in elapsed following the case of a Material Acquisition in the form of a tender offer or similar transaction, after the offer shall have been launched) and prior to the consummation of such Material Acquisition (expiration or termination of the definitive documentation in respect thereof (or such later date as such indebtedness ceases to constitute Acquisition Debt as set forth in the definition of “Acquisition Debt”)), any Acquisition Debt (and the proceeds of such Acquisition Debt), including this Credit Facility and any other Acquisition Debt incurred in connection prior Leverage Increase Period with the Catalonia Acquisition, Leverage Ratio at no greater than 3.50 to 1.00. There shall be excluded no more than three Leverage Increase Periods prior to the Termination Date.” (v) Section 8.02(b) of the Existing Credit Agreement is hereby amended by adding the following at the beginning thereof: “Subject to Section 2.12(b),” (w) Section 8.03(b) of the Existing Credit Agreement is hereby amended by adding the following at the end thereof: “This Section 8.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.” (x) Section 8.04(c)(iii) of the definition of Consolidated Leverage Ratio.Existing Credit Agreement is hereby amended and restated in its entirety as follows:

Financial Covenant. At any time following the Effective Date, so long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will maintain a ratio (athe “Operating Income Leverage Ratio”) As of determined on the last day of each fiscal quarter of the Borrower commencing for the Rolling Period then ended of (i) the aggregate principal amount, without duplication, of (A) Consolidated Debt of the Borrower described in clauses (a), (c) and (e) of the definition of Debt, plus (B) Excess Guaranty Debt, plus (C) preference shares that constitute debt under GAAP, minus (D) the aggregate amount of cash and cash equivalents on the last day Consolidated balance sheet of the first full fiscal quarter ending after Borrower on such date to the Closing Dateextent in excess of $500 million, excluding cash and cash equivalents which are or should be listed as “restricted” on the Consolidated Leverage Ratio shall not be greater than 3.50:1.00; provided that at the election balance sheet of the Borrower, exercised by written notice delivered by Borrower on such date to (ii) Adjusted Operating Income of the Borrower for such Rolling Period of not more than 4.5 to the Administrative Agent at any time prior to the date that is thirty (30) days following consummation of any Material Acquisition (including1.0; provided, that, at the election of the Borrower, Borrower (by providing written notice to the Catalonia Acquisition) by the Borrower or any SubsidiaryAdministrative Agent making such an election), such maximum Consolidated Operating Income Leverage Ratio shall be increased to 4.25 5.0 to 1.001.0 for any period during which any Material Acquisition is consummated and applying for the fiscal quarter during which such Material Acquisition is consummated as well as the immediately following three fiscal quarters thereafter; provided, further, that such increase (x) there shall be not more than two such elections made during the term of this Agreement, and (y) there shall be at least one full fiscal quarter during which the Operating Income Leverage Ratio shall not be effective prior more than 4.5 to 1.0 between any such elections. For purposes of calculating the consummation aggregate principal amount of such Material Acquisition, (y) shall only apply for a period of four full fiscal quarters after the consummation of such Material Acquisition and (z) the Consolidated Leverage Ratio Debt of the Borrower on any such date, (A) there shall not exceed 3.50 to 1.00 for more than five consecutive fiscal quarters. be excluded from such calculation (bi) At any time after the definitive agreement for any Material Acquisition shall have been executed (or, in the case of a Material Acquisition in the form of a tender offer or similar transaction, after the offer shall have been launched) and prior to the consummation of such Material Acquisition (or termination of the definitive documentation amount in respect thereof (or such later date as such indebtedness ceases to constitute Acquisition Debt as set forth in the definition of “Acquisition Debt”)), any Acquisition Debt (Permitted Content Financings and the proceeds of such Acquisition Debt), including this Credit Facility Negative Pickup Arrangements and any other Acquisition Debt finance lease obligations incurred in connection with the Catalonia Acquisitionleasing of satellite transponders and (ii) any obligations under any undrawn letters of credit and any reimbursed letters of credit in each case in support of obligations of Disney and/or any of its Subsidiaries, other than with respect to Debt for borrowed money and (B) the currency exchange rate used for such calculation shall be excluded from the definition rate used in the annual or quarterly statement of Consolidated Leverage Ratiofinancial position for such date; provided, however, that, if the Borrower determines that an average exchange rate is a more accurate reflection of the value of such currency over such Rolling Period, the currency exchange rate used may be, at the option of the Borrower, the currency exchange rate used for the income statements of the Borrower for such fiscal quarter.

Financial Covenant. (a) As Beginning on the last day of the first fiscal quarter ending after the Effective Date and on the last day of each fiscal quarter of ending thereafter, the Borrower commencing on will not permit, as of the last day of any such fiscal quarter, the first full ratio of (x) Consolidated Total Debt at such time to (y) Consolidated EBITDA of the Borrower (the “Consolidated Leverage Ratio”) for the four consecutive fiscal quarter period ending after the Closing Dateas of such date to exceed 3.75:1.00; provided, the Consolidated Leverage Ratio shall not be greater than 3.50:1.00; provided that at the election of the Borrower, exercised by written notice delivered by the Borrower to the Administrative Agent at any time prior to the date that is thirty (30) days following consummation of any Material Acquisition (including, at the election of the Borrower, the Catalonia Acquisition) by the Borrower or any Subsidiary, Subsidiary such maximum Consolidated Leverage Ratio shall be increased to 4.25 to 1.00; provided, further, that such increase (x) shall not be effective prior 4.25:1.00 with respect to the consummation last day of such Material Acquisition, (y) shall only apply for a period of four full the fiscal quarters after the consummation of quarter during which such Material Acquisition shall have been consummated and (z) the Consolidated Leverage Ratio last day of each of the Borrower shall not exceed 3.50 to 1.00 for more than five immediately following three consecutive fiscal quarters. (b) At any time after the definitive agreement for any Material Acquisition shall have been executed (or, in the case of a Material Acquisition in the form of a tender offer or similar transaction, after the offer shall have been launched) and prior to the consummation of such Material Acquisition (or termination of the definitive documentation in respect thereof (or such later date as such indebtedness ceases to constitute Acquisition Debt as set forth in the definition of “Acquisition Debt”)thereof), any Acquisition Debt (and the proceeds of such Acquisition Debt), including this Credit Facility and any other Acquisition Debt incurred in connection with the Catalonia Acquisition, ) shall be excluded from the definition of Consolidated Leverage Ratio; provided that (x) the definitive documentation relating to such Acquisition Debt shall contain “special mandatory redemption” or escrow provisions (or other similar provisions) or otherwise require such indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by a date specified in such definitive documentation and (y) if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Acquisition Debt, such Acquisition Debt is so redeemed or prepaid by the date that it is required to be redeemed or prepaid in such circumstances pursuant to the terms of such Acquisition Debt.

Financial Covenant. At any time following the consummation of the Separation, so long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will maintain a ratio (athe “Operating Income Leverage Ratio”) As of determined on the last day of each fiscal quarter of the Borrower commencing on for the last day Rolling Period then ended of (i) the aggregate principal amount, without duplication, of (A) Consolidated Debt of the first full fiscal quarter ending after the Closing DateBorrower described in clauses (a), the Consolidated Leverage Ratio shall not be greater than 3.50:1.00; provided that at the election (c) and (e) of the Borrowerdefinition of Debt, exercised by written notice delivered by plus (B) Excess Guaranty Debt, plus (C) preference shares that constitute debt under GAAP to (ii) Adjusted Operating Income of the Borrower for such Rolling Period of not more than 4.5 to the Administrative Agent at any time prior to the date that is thirty (30) days following consummation of any Material Acquisition (including1.0; provided, that, at the election of the Borrower, Borrower (by providing written notice to the Catalonia Acquisition) by the Borrower or any SubsidiaryAdministrative Agent making such an election), such maximum Consolidated Operating Income Leverage Ratio shall be increased to 4.25 5.0 to 1.001.0 for any period during which any Material Acquisition is consummated and applying for the fiscal quarter during which such Material Acquisition is consummated as well as the immediately following three fiscal quarters thereafter; provided, further, that such increase (x) there shall be not more than two such elections made during the term of this Agreement, and (y) there shall be at least one full fiscal quarter during which the Operating Income Leverage Ratio shall not be effective prior more than 4.5 to 1.0 between any such elections. For purposes of calculating the consummation aggregate principal amount of such Material Acquisition, (y) shall only apply for a period of four full fiscal quarters after the consummation of such Material Acquisition and (z) the Consolidated Leverage Ratio Debt of the Borrower on any such date, (A) there shall not exceed 3.50 to 1.00 for more than five consecutive fiscal quarters. be excluded from such calculation (bi) At any time after the definitive agreement for any Material Acquisition shall have been executed (or, in the case of a Material Acquisition in the form of a tender offer or similar transaction, after the offer shall have been launched) and prior to the consummation of such Material Acquisition (or termination of the definitive documentation amount in respect thereof (or such later date as such indebtedness ceases to constitute Acquisition Debt as set forth in the definition of “Acquisition Debt”)), any Acquisition Debt (Permitted Content Financings and the proceeds of such Acquisition Debt), including this Credit Facility Negative Pickup Arrangements and any other Acquisition Debt Capitalized Lease Obligations incurred in connection with the Catalonia Acquisitionleasing of satellite transponders and (ii) any obligations under any undrawn letters of credit and any reimbursed letters of credit in each case in support of obligations of Disney and/or any of its Subsidiaries in connection with the Transactions, other than with respect to Debt for borrowed money and (B) the currency exchange rate used for such calculation shall be excluded from the definition rate used in the annual or quarterly statement of Consolidated Leverage Ratiofinancial position for such date; provided, however, that, if the Borrower determines that an average exchange rate is a more accurate reflection of the value of such currency over such Rolling Period, the currency exchange rate used may be, at the option of the Borrower, the currency exchange rate used for the income statements of the Borrower for such fiscal quarter.

Financial Covenant. (a) As The Borrower shall not, directly or indirectly, nor shall it permit any Integra Party or the Parent to, directly or indirectly, permit the Consolidated Total Leverage Ratio of the Parent and its consolidated Subsidiaries as of the last day of each any consecutive four fiscal quarter of the Borrower commencing period ending on the last day of the first full fiscal quarter ending after the Closing Date, the Consolidated Leverage Ratio shall not dates identified below to be greater than 3.50:1.00; provided that at the election of ratio set forth below opposite such date (and so long as PNC and Mizuho Bank, Ltd. are each a lender under the BorrowerCredit Agreement, exercised by written notice delivered by or such other ratio for such related period as specified in the Borrower Credit Agreement from time to time): Notwithstanding the Administrative Agent at any time prior to the date that is thirty (30) days following consummation of any Material Acquisition (includingforegoing, at the election of the BorrowerParent, up to two times during the term of this Agreement, the Catalonia Acquisition) by the Borrower or any Subsidiary, such maximum Consolidated Total Leverage Ratio shall set forth in this grid above may be increased to 4.25 accommodate a Permitted Acquisition (as defined in the Credit Agreement), as determined by the Parent and as designated in the Compliance Certificate (as defined in the Credit Agreement, a copy of which shall be promptly provided to 1.00the Administrative Agent hereunder) or earlier notice given by the Parent in connection with such Permitted Acquisition (as defined in the Credit Agreement) (including for determining any ratios, baskets, representations and warranties or test any Event of Default (as defined in the Credit Agreement,) or Default (as defined in the Credit Agreement) blocker pursuant to Section 1.08 of the Credit Agreement); provided, however, such increase will not otherwise go into effect until the closing of such Permitted Acquisition (as defined in the Credit Agreement); provided, further, that (a) such increase (x) shall not be effective prior to the consummation of such Material Acquisition, (y) shall only apply for a period of four full fiscal quarters twelve months from and after such Permitted Acquisition and immediately upon the consummation expiration of such Material Acquisition and (z) twelve month period, the required maximum Consolidated Total Leverage Ratio of shall revert to the Borrower shall not exceed 3.50 to 1.00 level set forth above for more than five consecutive fiscal quarters. the measurement period in which such step down occurs; (b) At in no event shall the maximum Consolidated Total Leverage Ratio after giving effect to any time after such step-up exceed 5.00 to 1.00; and (c) the definitive agreement for maximum amount that any Material Acquisition shall have been executed (or, in the case of a Material Acquisition in the form of a tender offer or similar transaction, after the offer shall have been launched) and prior to the consummation of such Material Acquisition (or termination of the definitive documentation in respect thereof (or such later date as such indebtedness ceases to constitute Acquisition Debt as set forth in the definition of “Acquisition Debt”)), Consolidated Total Leverage Ratio covenant level may step-up during any Acquisition Debt (and the proceeds of such Acquisition Debt), including this Credit Facility and any other Acquisition Debt incurred in connection with the Catalonia Acquisition, shall be excluded from the definition of Consolidated Total Leverage RatioRatio measurement period is 0.50.