Common use of New RCF Maintenance Covenant Clause in Contracts

New RCF Maintenance Covenant. amend the Credit Agreement to provide that: (a) a maintenance covenant is included at Clause 20.2 (Net Total Debt to Consolidated Annualised EBITDA) which is: (i) only for the benefit of Lenders under each Revolving Facility; and (ii) only tested in the event that on the last day of a ratio period the aggregate of the loans and letters of credit (other than letters of credit that are cash collateralized or undrawn) outstanding under the Revolving Facilities and the net indebtedness under each Ancillary Facility exceeds an amount equal to 33 1/3% of the aggregate of the total commitments under the Revolving Facilities and each Ancillary Facility; and (iii) set at a financial ratio level agreed between the Company and the Lenders under each Revolving Facility only; (b) if the maintenance covenant at Clause 20.2 (Net Total Debt to Consolidated Annualised EBITDA) does not need to be tested for any Measurement Period as a result of paragraph (a)(ii) above, the certificate required to be delivered under Clause 19.3 (Compliance Certificate) does not need to be supplied to the Facility Agent; (c) a new definition of “Composite Revolving Facility Instructing Group” is included which shall consist of a Lender or Lenders whose Revolving Facility Commitments amount in aggregate to more than 50% of the total Revolving Facility Commitments calculated in accordance with paragraph 21 of Schedule 5 and not taking into account Commitments in respect of which a cancellation notice has been issued; (d) following a breach of Clause 20.2 (Net Total Debt to Consolidated Annualised EBITDA), subject to the expiry of the cure period in accordance with Clause 20.4 (Cure provisions), (i) the Facility Agent shall, if instructed by the Composite Revolving Facility Instructing Group, take acceleration action in respect of the Revolving Facilities in accordance with recent Liberty precedent, (ii) there shall be a drawstop in relation to future Utilisations of the Revolving Facilities (other than in respect of Rollover Advances) and (iii) there shall be an Event of Default continuing (A) for the purposes of the undertakings in the Credit Agreement (including any defined terms when used in the undertakings cause in the Credit Agreement) and (B) in connection with any other provision of the Credit Agreement with respect to any Lender or Lenders under the Revolving Facilities only; (e) an Event of Default will be triggered if the Composite Revolving Facility Instructing Group gives a direction to the Facility Agent in accordance with the new acceleration clause at (d) above; and (f) amendments and waivers of Clause 20.2 (Net Total Debt to Consolidated Annualised EBITDA) to 20.4 (Cure provisions) and the new acceleration clause at (d) above shall only be made with the consent of the Company and the Composite Revolving Facility Instructing Group and shall not require the consent of any other Finance Party.

New RCF Maintenance Covenant. amend the Credit Agreement to provide that: (a) a maintenance covenant is included at Clause 20.2 (Net Total Debt to Consolidated Annualised EBITDA) which is: (i) only for the benefit of Lenders under each Revolving Facility; and (ii) only tested in the event that on the last day of a ratio period the aggregate of the loans and letters of credit (other than letters of credit that are cash collateralized or undrawn) outstanding under the Revolving Facilities and the net indebtedness under each Ancillary Facility exceeds an amount equal to 33 1/3% of the aggregate of the total commitments under the Revolving Facilities and each Ancillary Facility; and (iii) set at a financial ratio level agreed between the Company and the Lenders under each Revolving Facility only; (b) if the maintenance covenant at Clause 20.2 (Net Total Debt to Consolidated Annualised EBITDA) does not need to be tested for any Measurement Period as a result of paragraph (a)(ii) above, the certificate required to be delivered under Clause 19.3 19.2 (Compliance Certificate) does not need to be supplied to the Facility Agent; (c) a new definition of “Composite Revolving Facility Instructing Group” is included which shall consist of a Lender or Lenders whose Revolving Facility Commitments amount in aggregate to more than 50% of the total Revolving Facility Commitments calculated in accordance with paragraph 21 of Schedule 5 and not taking into account Commitments in respect of which a cancellation notice has been issued; (d) following a breach of Clause 20.2 (Net Total Debt to Consolidated Annualised EBITDA), subject to the expiry of the cure period in accordance with Clause 20.4 (Cure provisions), (i) the Facility Agent shall, if instructed by the Composite Revolving Facility Instructing Group, take acceleration action in respect of the Revolving Facilities in accordance with recent Liberty precedent, (ii) there shall be a drawstop in relation to future Utilisations of the Revolving Facilities (other than in respect of Rollover Advances) and (iii) there shall be an Event of Default continuing (A) for the purposes of the undertakings in the Credit Agreement (including any defined terms when used in the undertakings cause in the Credit Agreement) and (B) in connection with any other provision of the Credit Agreement with respect to any Lender or Lenders under the Revolving Facilities only; (e) an Event of Default will be triggered if the Composite Revolving Facility Instructing Group gives a direction to the Facility Agent in accordance with the new acceleration clause at (d) above; and (f) amendments and waivers of Clause 20.2 (Net Total Debt to Consolidated Annualised EBITDA) to 20.4 20.2 (Cure provisions) and the new acceleration clause at (d) above shall only be made with the consent of the Company and the Composite Revolving Facility Instructing Group and shall not require the consent of any other Finance Party.

New RCF Maintenance Covenant. amend the Credit Facilities Agreement to provide that: (a) a maintenance covenant is included at Clause 20.2 23.3 (Net Total Debt to Consolidated Annualised EBITDAFinancial Ratio) which is: (i) only for the benefit of Lenders under each Revolving Facility; andFacility designated to have the benefit of such maintenance covenant; (ii) only tested in the event that on the last day of a ratio period the aggregate of the loans and letters of credit (other than letters of credit that are cash collateralized or undrawn) outstanding under the Revolving Facilities and the net indebtedness under each Ancillary Facility exceeds an amount equal to 33 1/3% of the aggregate of the total commitments under the Revolving Facilities and each Ancillary Facility; and (iii) set at a financial ratio level agreed between the Company and Lenders whose Commitments exceed 50% of the Lenders aggregate of the Commitments under each all Revolving Facility onlyFacilities designated to have the benefit of such maintenance covenant by the Company; (b) if the maintenance covenant at Clause 20.2 23.3 (Net Total Debt to Consolidated Annualised EBITDAFinancial Ratio) does not need to be tested for any Measurement Ratio Period as a result of paragraph (a)(ii) above, the certificate required to be delivered under Clause 19.3 Section 4.04 (Compliance Certificate) of Schedule 18 (Covenants) and Schedule 22 (Post Fold-In Covenants) does not need to be supplied to the Facility Agent; (c) a new definition of “Composite Revolving Facility Instructing Group” is included which shall consist of a Lender or Lenders whose Revolving Facility Commitments in respect of Revolving Facilities designated to have the benefit of the maintenance covenant by the Company amount in aggregate to more than 50% of the total Revolving Facility Commitments calculated in accordance with paragraph 21 respect of Schedule 5 and Revolving Facilities designated to have the benefit of the maintenance covenant by the Company not taking into account Commitments in respect of which a cancellation notice has been issued; (d) following a breach of Clause 20.2 23.3 (Net Total Debt to Consolidated Annualised EBITDAFinancial Ratio), subject to the expiry of the cure period in accordance with Clause 20.4 23.5 (Cure provisions), (i) the Facility Agent shall, if instructed by the Composite Revolving Facility Instructing Group, take acceleration action in respect of the Revolving Facilities designated to have the benefit of such maintenance covenant only in accordance with recent Liberty precedent, (ii) there shall be a drawstop in relation to future Utilisations of the Revolving Facilities designated to have the benefit of such maintenance covenant only (other than in respect of Rollover Advances) and (iii) there shall be an Event of Default continuing (A) for the purposes of the undertakings in the Credit Facilities Agreement (including any defined terms when used in the any undertakings cause clause in the Credit Facilities Agreement) and (B) in connection with any other provision of the Credit Facilities Agreement with respect to any Lender or Lenders under the Revolving Facilities designated to have the benefit of such maintenance covenant only; (e) an Event of Default will be triggered if the Composite Revolving Facility Instructing Group gives a direction to the Facility Agent in accordance with the new acceleration clause at (d) above; and (f) amendments and waivers of Clause 20.2 23.3 (Net Total Debt to Consolidated Annualised EBITDAFinancial Ratio) to 20.4 23.5 (Cure provisions) and the new acceleration clause at (d) above shall only be made with the consent of the Company and the Composite Revolving Facility Instructing Group and shall not require the consent of any other Finance Party.

New RCF Maintenance Covenant. amend the Credit Agreement to provide that: (a) a maintenance covenant is included at Clause 20.2 (Net Total Debt to Consolidated Annualised EBITDAFinancial ratios) which is: (i) only for the benefit of Lenders under each Revolving FacilityFacility designated to have the benefit of the maintenance covenant by UPC Broadband; and (ii) only tested in the event that on the last day of a ratio period the aggregate of the loans and letters of credit (other than letters of credit that are cash collateralized collateralised or undrawn) outstanding under the Revolving Facilities and the net indebtedness under each Ancillary Facility exceeds an amount equal to 33 1/3% of the aggregate of the total commitments under the Revolving Facilities and each Ancillary Facility; and (iii) set at a financial ratio level agreed between UPC Broadband and Lenders whose Commitments exceed 50% of the Company and aggregate of the Lenders Commitments under each all Revolving Facility onlyFacilities designated to have the benefit of the maintenance covenant by UPC Broadband; (b) if the maintenance covenant at Clause 20.2 (Net Total Debt to Consolidated Annualised EBITDAFinancial ratios) does not need to be tested for any Measurement Ratio Period as a result of paragraph (a)(ii) above, the certificate required to be delivered under Clause 19.3 19.2(a)(iii)(B) (Compliance CertificateFinancial information) does not need to be supplied to the Facility Agent; (c) a new definition of “Composite Revolving Facility Instructing Group” is included which shall consist of a Lender or Lenders whose Revolving Facility Commitments in respect of Revolving Facilities designated to have the benefit of the maintenance covenant by UPC Broadband amount in aggregate to more than 50% of the total Revolving Facility Commitments in respect of Revolving Facilities designated to have the benefit of the maintenance covenant by UPC Broadband calculated in accordance with paragraph 21 5 of Schedule 5 4 and not taking into account Commitments in respect of which a cancellation notice has been issued; (d) following a breach of Clause 20.2 (Net Total Debt to Consolidated Annualised EBITDAFinancial ratios), subject to the expiry of the cure period in accordance with Clause 20.4 (Cure provisions), (i) the Facility Agent shall, if instructed by the Composite Revolving Facility Instructing Group, take acceleration action in respect of the Revolving Facilities designated to have the benefit of the maintenance covenant by UPC Broadband in accordance with recent Liberty precedent, (ii) there shall be a drawstop in relation to future Utilisations of the Revolving Facilities designated to have the benefit of the maintenance covenant by UPC Broadband (other than in respect of Rollover Advances) and (iii) there shall be an Event of Default continuing (A) for the purposes of the undertakings in the Credit Agreement (including any defined terms when used in the undertakings cause clause in the Credit Agreement) and (B) in connection with any other provision of the Credit Agreement with respect to any Lender or Lenders under the Revolving Facilities designated to have the benefit of the maintenance covenant by UPC Broadband only; (e) an Event of Default will be triggered if the Composite Revolving Facility Instructing Group gives a direction to the Facility Agent in accordance with the new acceleration clause at (d) above; and (f) amendments and waivers of Clause Clauses 20.2 (Net Total Debt to Consolidated Annualised EBITDAFinancial ratios) to 20.4 (Cure provisions) and the new acceleration clause at sub-paragraph (d) above shall only be made with the consent of the Company UPC Broadband and the Composite Revolving Facility Instructing Group and shall not require the consent of any other Finance Party.

New RCF Maintenance Covenant. amend the Credit Agreement to provide that: (a) a maintenance covenant is included at Clause 20.2 (Net Total Debt to Consolidated Annualised EBITDA) which is: (i) only for the benefit of Lenders under each Revolving Facility; and (ii) only tested in the event that on the last day of a ratio period the aggregate of the loans and letters of credit (other than letters of credit that are cash collateralized or undrawn) outstanding under the Revolving Facilities and the net indebtedness under each Ancillary Facility exceeds an amount equal to 33 1/3% of the aggregate of the total commitments under the Revolving Facilities and each Ancillary Facility; and (iii) set at a financial ratio level agreed between the Company and the Lenders under each Revolving Facility only; (b) if the maintenance covenant at Clause 20.2 (Net Total Debt to Consolidated Annualised EBITDA) does not need to be tested for any Measurement Period as a result of paragraph (a)(ii) above, the certificate required to be delivered under Clause 19.3 19.2 (Compliance Certificate) does not need to be supplied to the Facility Agent; (c) a new definition of “Composite Revolving Facility Instructing Group” is included which shall consist of a Lender or Lenders whose Revolving Facility Commitments amount in aggregate to more than 50% of the total Revolving Facility Commitments calculated in accordance with paragraph 21 of Schedule 5 4 and not taking into account Commitments in respect of which a cancellation notice has been issued; (d) following a breach of Clause 20.2 (Net Total Debt to Consolidated Annualised EBITDA), subject to the expiry of the cure period in accordance with Clause 20.4 (Cure provisions), (i) the Facility Agent shall, if instructed by the Composite Revolving Facility Instructing Group, take acceleration action in respect of the Revolving Facilities in accordance with recent Liberty precedent, (ii) there shall be a drawstop in relation to future Utilisations of the Revolving Facilities (other than in respect of Rollover Advances) and (iii) there shall be an Event of Default continuing (A) for the purposes of the undertakings in the Credit Agreement (including any defined terms when used in the undertakings cause in the Credit Agreement) and (B) in connection with any other provision of the Credit Agreement with respect to any Lender or Lenders under the Revolving Facilities only; (e) an Event of Default will be triggered if the Composite Revolving Facility Instructing Group gives a direction to the Facility Agent in accordance with the new acceleration clause at (d) above; and (f) amendments and waivers of Clause 20.2 (Net Total Debt to Consolidated Annualised EBITDA) to 20.4 20.2 (Cure provisions) and the new acceleration clause at (d) above shall only be made with the consent of the Company and the Composite Revolving Facility Instructing Group and shall not require the consent of any other Finance Party.

New RCF Maintenance Covenant. amend the Credit Agreement to provide that: (a) a maintenance covenant is included at Clause 20.2 (Net Total Debt to Consolidated Annualised EBITDA) which is: (i) only for the benefit of Lenders under each Revolving Facility; and (ii) only tested in the event that on the last day of a ratio period the aggregate of the loans and letters of credit (other than letters of credit that are cash collateralized or undrawn) outstanding under the Revolving Facilities and the net indebtedness under each Ancillary Facility exceeds an amount equal to 33 1/3% of the aggregate of the total commitments under the Revolving Facilities and each Ancillary Facility; and (iii) set at a financial ratio level agreed between the Company and the Lenders under each Revolving Facility only; (b) if the maintenance covenant at Clause 20.2 (Net Total Debt to Consolidated Annualised EBITDA) does not need to be tested for any Measurement Period as a result of paragraph (a)(ii) above, the certificate required to be delivered under Clause 19.3 19.2 (Compliance Certificate) does not need to be supplied to the Facility Agent; (c) a new definition of “Composite Revolving Facility Instructing Group” is included which shall consist of a Lender or Lenders whose Revolving Facility Commitments amount in aggregate to more than 50% of the total Revolving Facility Commitments calculated in accordance with paragraph 21 of Schedule 5 6 and not taking into account Commitments in respect of which a cancellation notice has been issued; (d) following a breach of Clause 20.2 (Net Total Debt to Consolidated Annualised EBITDA), subject to the expiry of the cure period in accordance with Clause 20.4 (Cure provisions), (i) the Facility Agent shall, if instructed by the Composite Revolving Facility Instructing Group, take acceleration action in respect of the Revolving Facilities in accordance with recent Liberty precedent, (ii) there shall be a drawstop in relation to future Utilisations of the Revolving Facilities (other than in respect of Rollover Advances) and (iii) there shall be an Event of Default continuing (A) for the purposes of the undertakings in the Credit Agreement (including any defined terms when used in the undertakings cause in the Credit Agreement) and (B) in connection with any other provision of the Credit Agreement with respect to any Lender or Lenders under the Revolving Facilities only; (e) an Event of Default will be triggered if the Composite Revolving Facility Instructing Group gives a direction to the Facility Agent in accordance with the new acceleration clause at (d) above; and (f) amendments and waivers of Clause 20.2 (Net Total Debt to Consolidated Annualised EBITDA) to 20.4 20.2 (Cure provisions) and the new acceleration clause at (d) above shall only be made with the consent of the Company and the Composite Revolving Facility Instructing Group and shall not require the consent of any other Finance Party.

New RCF Maintenance Covenant. amend the Credit Facilities Agreement to provide that: (a) a maintenance covenant is included at Clause 20.2 23.3 (Net Total Debt to Consolidated Annualised EBITDAFinancial Ratio) which is: (i) only for the benefit of Lenders under each Revolving Facility; andFacility designated to have the benefit of such maintenance covenant; (ii) only tested in the event that on the last day of a ratio period the aggregate of the loans and letters of credit (other than letters of credit that are cash collateralized or undrawn) outstanding under the Revolving Facilities and the net indebtedness under each Ancillary Facility exceeds an amount equal to 33 1/3% of the aggregate of the total commitments under the Revolving Facilities and each Ancillary Facility; and (iii) set at a financial ratio level agreed between the Company and Lenders whose Commitments exceed 50% of the Lenders aggregate of the Commitments under each all Revolving Facility onlyFacilities designated to have the benefit of such maintenance covenant by the Company; (b) if the maintenance covenant at Clause 20.2 23.3 (Net Total Debt to Consolidated Annualised EBITDAFinancial Ratio) does not need to be tested for any Measurement Ratio Period as a result of paragraph (a)(ii) above, the certificate required to be delivered under Clause 19.3 Section 4.04 (Compliance Certificate) of Schedule 18 (Covenants) and Schedule 22 (Post Fold-In Covenants) does not need to be supplied to the Facility Agent;; 59836545_7 (c) a new definition of “Composite Revolving Facility Instructing Group” is included which shall consist of a Lender or Lenders whose Revolving Facility Commitments in respect of Revolving Facilities designated to have the benefit of the maintenance covenant by the Company amount in aggregate to more than 50% of the total Revolving Facility Commitments calculated in accordance with paragraph 21 respect of Schedule 5 and Revolving Facilities designated to have the benefit of the maintenance covenant by the Company not taking into account Commitments in respect of which a cancellation notice has been issued; (d) following a breach of Clause 20.2 23.3 (Net Total Debt to Consolidated Annualised EBITDAFinancial Ratio), subject to the expiry of the cure period in accordance with Clause 20.4 23.5 (Cure provisions), (i) the Facility Agent shall, if instructed by the Composite Revolving Facility Instructing Group, take acceleration action in respect of the Revolving Facilities designated to have the benefit of such maintenance covenant only in accordance with recent Liberty precedent, (ii) there shall be a drawstop in relation to future Utilisations of the Revolving Facilities designated to have the benefit of such maintenance covenant only (other than in respect of Rollover Advances) and (iii) there shall be an Event of Default continuing (A) for the purposes of the undertakings in the Credit Facilities Agreement (including any defined terms when used in the any undertakings cause clause in the Credit Facilities Agreement) and (B) in connection with any other provision of the Credit Facilities Agreement with respect to any Lender or Lenders under the Revolving Facilities designated to have the benefit of such maintenance covenant only; (e) an Event of Default will be triggered if the Composite Revolving Facility Instructing Group gives a direction to the Facility Agent in accordance with the new acceleration clause at (d) above; and (f) amendments and waivers of Clause 20.2 23.3 (Net Total Debt to Consolidated Annualised EBITDAFinancial Ratio) to 20.4 23.5 (Cure provisions) and the new acceleration clause at (d) above shall only be made with the consent of the Company and the Composite Revolving Facility Instructing Group and shall not require the consent of any other Finance Party.

New RCF Maintenance Covenant. amend the Credit Agreement to provide that: (a) a maintenance covenant is included at Clause 20.2 (Net Total Debt to Consolidated Annualised EBITDAFinancial ratios) which is: (i) only for the benefit of Lenders under each Revolving FacilityFacility designated to have the benefit of the maintenance covenant by UPC Broadband; and (ii) only tested in the event that on the last day of a ratio period the aggregate of the loans and letters of credit (other than letters of credit that are cash collateralized or undrawn) outstanding under the Revolving Facilities and the net indebtedness under each Ancillary Facility exceeds an amount equal to 33 1/3% of the aggregate of the total commitments under the Revolving Facilities and each Ancillary Facility; and (iii) set at a financial ratio level agreed between UPC Broadband and Lenders whose Commitments exceed 50% of the Company and aggregate of the Lenders Commitments under each all Revolving Facility onlyFacilities designated to have the benefit of the maintenance covenant by UPC Broadband; (b) if the maintenance covenant at Clause 20.2 (Net Total Debt to Consolidated Annualised EBITDAFinancial ratios) does not need to be tested for any Measurement Ratio Period as a result of paragraph (a)(ii) above, the certificate required to be delivered under Clause 19.3 19.2(a)(iii)(B) (Compliance CertificateFinancial Information) does not need to be supplied to the Facility Agent; (c) a new definition of “Composite Revolving Facility Instructing Group” is included which shall consist of a Lender or Lenders whose Revolving Facility Commitments in respect of Revolving Facilities designated to have the benefit of the maintenance covenant by UPC Broadband amount in aggregate to more than 50% of the total Revolving Facility Commitments in respect of Revolving Facilities designated to have the benefit of the maintenance covenant by UPC Broadband calculated in accordance with paragraph 21 6(d) of Schedule 5 and not taking into account Commitments in respect of which a cancellation notice has been issued; (d) following a breach of Clause 20.2 (Net Total Debt to Consolidated Annualised EBITDAFinancial ratios), subject to the expiry of the cure period in accordance with Clause 20.4 (Cure provisions), (i) the Facility Agent shall, if instructed by the Composite Revolving Facility Instructing Group, take acceleration action in respect of the Revolving Facilities designated to have the benefit of the maintenance covenant by UPC Broadband in accordance with recent Liberty precedent, (ii) there shall be a drawstop in relation to future Utilisations of the Revolving Facilities designated to have the benefit of the maintenance covenant by UPC Broadband (other than in respect of Rollover Advances) and (iii) there shall be an Event of Default continuing (A) for the purposes of the undertakings in the Credit Agreement (including any defined terms when used in the undertakings cause clause in the Credit Agreement) and (B) in connection with any other provision of the Credit Agreement with respect to any Lender or Lenders under the Revolving Facilities designated to have the benefit of the maintenance covenant by UPC Broadband only; (e) an Event of Default will be triggered if the Composite Revolving Facility Instructing Group gives a direction to the Facility Agent in accordance with the new acceleration clause at (d) above; and (f) amendments and waivers of Clause 20.2 (Net Total Debt to Consolidated Annualised EBITDAFinancial ratios) to 20.4 (Cure provisions) and the new acceleration clause at (d) above shall only be made with the consent of the Company UPC Broadband and the Composite Revolving Facility Instructing Group and shall not require the consent of any other Finance Party.