Common use of Ratings Trigger Clause in Contracts

Ratings Trigger. (1) Notwithstanding anything to the contrary in this Agreement or any other Finance Document, during the period (if any) that a Release Condition (as defined in paragraph (d) below) is satisfied: (i) the following obligations and restrictions shall be suspended and shall not apply: (A) the requirement to make mandatory prepayments under Clause 10.5 (Mandatory prepayment from disposal proceeds); (B) the restrictions under Clause 19.11 (Disposals); (C) the provisions of Clause 19.12 (Acquisitions and mergers); (D) the provisions of Clause 19.13 (Restrictions on Financial Indebtedness); (E) the provisions of Clause 19.14 (Restricted Payments); (F) the provisions of Clause 19.15 (Loans and guarantees); (G) the provisions of Clause 19.16 (Environmental matters); (H) the restrictions under Clause 19.17 (Insurance); (I) the restrictions under Clause 19.18 (Intellectual Property Rights); (J) the restrictions under Clause 19.19 (Share capital); (K) the restrictions under Clause 19.20 (Priority); (L) the restrictions under Clause 19.21 (Share security); (M) the restrictions under Clause 19.22 (Shareholder Loans); (N) the restrictions under Clause 19.23 (Further security over receivables);

Ratings Trigger. (1) Notwithstanding anything to the contrary in this Agreement or any other Finance Document, during the period (if any) that a Release Condition (as defined in paragraph (d) below) is satisfied: (i) the following obligations and restrictions shall be suspended and shall not apply: (A) the requirement to make mandatory prepayments under Clause 10.5 (Mandatory prepayment from disposal proceeds); (B) the restrictions under Clause 19.11 (Disposals); (C) the provisions of Clause 19.12 (Acquisitions and mergers); (D) the provisions of Clause 19.13 (Restrictions on Financial Indebtedness); (E) the provisions of Clause 19.14 (Restricted Payments); (F) the provisions of Clause 19.15 (Loans and guarantees); (G) the provisions of Clause 19.16 (Environmental matters); (H) the restrictions under Clause 19.17 (Insurance); (I) the restrictions under Clause 19.18 (Intellectual Property Rights); (J) the restrictions under Clause 19.19 (Share capital); (K) the restrictions under Clause 19.20 (Priority); (L) the restrictions under Clause 19.21 (Share security); (M) the restrictions under Clause 19.22 (Shareholder Loans); (N) the restrictions under Clause 19.23 (Further security over receivables); (O) the restrictions under Clause 19.25 (ERISA); and (P) the provisions of paragraph (b) of Clause 28.8 (Additional Obligors); (ii) the leverage financial covenant in Clause 20.2 (Financial Ratio) shall only be tested semi annually (for the Ratio Period ending on the second and fourth Quarter Dates in each financial year) if the Financial Ratio Test Condition is met on such second and fourth Quarter Dates in each financial year and the Financial Ratio Test Condition will only apply to such second and fourth Quarter Dates; (iii) the relevant Margin payable on any utilisation or Unpaid Sum (as applicable) under any Additional Facility (to the extent specified in the relevant Additional Facility Accession Agreement for that Additional Facility) will be reduced by 0.50 per cent. per annum; and (iv) the amount of each basket set by reference to a monetary amount for which a specific amount is set out in this Agreement and any definitions used therein (including all “annual”, “life of Facilities” and “at any time” and “aggregate” baskets) shall be increased by 50 per cent. (b) If at any time after a Release Condition has been satisfied and a Release Condition subsequently ceases to be satisfied, any breach of this Agreement or any other Finance Document that arises as a result of any of the obligations, restrictions or other terms referred to in paragraph (a) above ceasing to be suspended or amended shall not (provided that it did not constitute an Event of Default at the time the relevant event or occurrence took place) constitute (or result in) a breach of any term of this Agreement or any other Finance Documents, a Default or an Event of Default. (c) In respect of any amount which has not been applied in mandatory prepayment of the Facilities in accordance with Clause 10.5 (Mandatory prepayment from disposal proceeds) as a result of the Release Condition being satisfied (the “Released Amounts”), if the Release Condition subsequently ceases to be satisfied after the date the prepayment would have been required had the Release Condition not been satisfied, the failure to apply the Released Amounts in prepayment shall not result in a breach of any term of this Agreement or any other Finance Document. (d) For the purposes of this Clause 19.33 the “Release Condition” means the Facilities or UPC Broadband receive any two of the following: (i) a rating of “Baa3” (or the equivalent) or higher from Xxxxx’x or any of its successors or assigns; (ii) a rating of “BBB-” (or the equivalent) or higher from Standard & Poor’s or any of its successors or assigns; and/or (iii) a rating of “BBB-” (or the equivalent) or higher from Fitch or any of its successors or assigns, in each case, with a “stable outlook” from such rating agency.” (1) Amend the definition of “Margin” in Clause 1.1 (Definitions) to include the following wording at the end of that definition: “, and if applicable, as reduced pursuant to Clause 19.33 (Ratings Trigger)”.

Ratings Trigger. (1) Notwithstanding anything to the contrary in this Agreement or any other Finance Document, during the period (if any) that a Release Condition (as defined in paragraph (d) below) is satisfied: (i) the following obligations and restrictions shall be suspended and shall not apply: (A) the requirement to make mandatory prepayments under Clause 10.5 (Mandatory prepayment from disposal proceeds); (B) the restrictions under Clause 19.11 (Disposals); (C) the provisions of Clause 19.12 (Acquisitions and mergers); (D) the provisions of Clause 19.13 (Restrictions on Financial Indebtedness); (E) the provisions of Clause 19.14 (Restricted Payments); (F) the provisions of Clause 19.15 (Loans and guarantees); (G) the provisions of Clause 19.16 (Environmental matters); (H) the restrictions under Clause 19.17 (Insurance); (I) the restrictions under Clause 19.18 (Intellectual Property Rights); (J) the restrictions under Clause 19.19 (Share capital); (K) the restrictions under Clause 19.20 (Priority); (L) the restrictions under Clause 19.21 (Share security); (M) the restrictions under Clause 19.22 (Shareholder Loans); (N) the restrictions under Clause 19.23 (Further security over receivables); 4 Note: reference to Clause 27.9 (Replacement of lenders) to be retained when creeper implemented (O) the restrictions under Clause 19.25 (ERISA); and (P) the provisions of paragraph (b) of Clause 28.8 (Additional Obligors); (ii) the leverage financial covenant in Clause 20.2 (Financial Ratio) shall only be tested semi annually (for the Ratio Period ending on the second and fourth Quarter Dates in each financial year) if the Financial Ratio Test Condition is met on such second and fourth Quarter Dates in each financial year and the Financial Ratio Test Condition will only apply to such second and fourth Quarter Dates; (iii) the relevant Margin payable on any utilisation or Unpaid Sum (as applicable) under any Additional Facility (to the extent specified in the relevant Additional Facility Accession Agreement for that Additional Facility) will be reduced by 0.50 per cent. per annum; and (iv) the amount of each basket set by reference to a monetary amount for which a specific amount is set out in this Agreement and any definitions used therein (including all “annual”, “life of Facilities” and “at any time” and “aggregate” baskets) shall be increased by 50 per cent. (b) If at any time after a Release Condition has been satisfied and a Release Condition subsequently ceases to be satisfied, any breach of this Agreement or any other Finance Document that arises as a result of any of the obligations, restrictions or other terms referred to in paragraph (a) above ceasing to be suspended or amended shall not (provided that it did not constitute an Event of Default at the time the relevant event or occurrence took place) constitute (or result in) a breach of any term of this Agreement or any other Finance Documents, a Default or an Event of Default. (c) In respect of any amount which has not been applied in mandatory prepayment of the Facilities in accordance with Clause 10.5 (Mandatory prepayment from disposal proceeds) as a result of the Release Condition being satisfied (the “Released Amounts”), if the Release Condition subsequently ceases to be satisfied after the date the prepayment would have been required had the Release Condition not been satisfied, the failure to apply the Released Amounts in prepayment shall not result in a breach of any term of this Agreement or any other Finance Document. (d) For the purposes of this Clause 19.33 the “Release Condition” means the Facilities or UPC Broadband receive any two of the following: (i) a rating of “Baa3” (or the equivalent) or higher from Xxxxx’x or any of its successors or assigns; (ii) a rating of “BBB-” (or the equivalent) or higher from Standard & Poor’s or any of its successors or assigns; and/or (iii) a rating of “BBB-” (or the equivalent) or higher from Fitch or any of its successors or assigns, in each case, with a “stable outlook” from such rating agency.” (1) Amend the definition of “Margin” in Clause 1.1 (Definitions) to include the following wording at the end of that definition: “, and if applicable, as reduced pursuant to Clause 19.33 (Ratings Trigger)”.

Ratings Trigger. (1) Notwithstanding anything to the contrary in this Agreement or any other Finance Document, during the period (if any) that a Release Condition (as defined in paragraph (d) below) is satisfied: (i) the following obligations and restrictions shall be suspended and shall not apply: (A) the requirement to make mandatory prepayments under Clause 10.5 (Mandatory prepayment from disposal proceeds); (B) the restrictions under Clause 19.11 (Disposals); (C) the provisions of Clause 19.12 (Acquisitions and mergers); (D) the provisions of Clause 19.13 (Restrictions on Financial Indebtedness); (E) the provisions of Clause 19.14 (Restricted Payments); (F) the provisions of Clause 19.15 (Loans and guarantees); (G) the provisions of Clause 19.16 (Environmental matters); (H) the restrictions under Clause 19.17 (Insurance); (I) the restrictions under Clause 19.18 (Intellectual Property Rights); (J) the restrictions under Clause 19.19 (Share capital); (K) the restrictions under Clause 19.20 (Priority); (L) the restrictions under Clause 19.21 (Share security); (M) the restrictions under Clause 19.22 (Shareholder Loans); (N) the restrictions under Clause 19.23 (Further security over receivables); 20 Note: reference to Clause 27.9 (Replacement of lenders) to be retained when creeper implemented (O) the restrictions under Clause 19.25 (ERISA); and (P) the provisions of paragraph (b) of Clause 28.8 (Additional Obligors); (ii) the leverage financial covenant in Clause 20.2 (Financial Ratio) shall only be tested semi annually (for the Ratio Period ending on the second and fourth Quarter Dates in each financial year) if the Financial Ratio Test Condition is met on such second and fourth Quarter Dates in each financial year and the Financial Ratio Test Condition will only apply to such second and fourth Quarter Dates; (iii) the relevant Margin payable on any utilisation or Unpaid Sum (as applicable) under any Additional Facility (to the extent specified in the relevant Additional Facility Accession Agreement for that Additional Facility) will be reduced by 0.50 per cent. per annum; and (iv) the amount of each basket set by reference to a monetary amount for which a specific amount is set out in this Agreement and any definitions used therein (including all “annual”, “life of Facilities” and “at any time” and “aggregate” baskets) shall be increased by 50 per cent. (b) If at any time after a Release Condition has been satisfied and a Release Condition subsequently ceases to be satisfied, any breach of this Agreement or any other Finance Document that arises as a result of any of the obligations, restrictions or other terms referred to in paragraph (a) above ceasing to be suspended or amended shall not (provided that it did not constitute an Event of Default at the time the relevant event or occurrence took place) constitute (or result in) a breach of any term of this Agreement or any other Finance Documents, a Default or an Event of Default. (c) In respect of any amount which has not been applied in mandatory prepayment of the Facilities in accordance with Clause 10.5 (Mandatory prepayment from disposal proceeds) as a result of the Release Condition being satisfied (the “Released Amounts”), if the Release Condition subsequently ceases to be satisfied after the date the prepayment would have been required had the Release Condition not been satisfied, the failure to apply the Released Amounts in prepayment shall not result in a breach of any term of this Agreement or any other Finance Document. (d) For the purposes of this Clause 19.33 the “Release Condition” means the Facilities or UPC Broadband receive any two of the following: (i) a rating of “Baa3” (or the equivalent) or higher from Xxxxx’x or any of its successors or assigns; (ii) a rating of “BBB-” (or the equivalent) or higher from Standard & Poor’s or any of its successors or assigns; and/or (iii) a rating of “BBB-” (or the equivalent) or higher from Fitch or any of its successors or assigns, in each case, with a “stable outlook” from such rating agency.” (1) Amend the definition of “Margin” in Clause 1.1 (Definitions) to include the following wording at the end of that definition: “, and if applicable, as reduced pursuant to Clause 19.33 (Ratings Trigger)”.

Ratings Trigger. (1) Notwithstanding anything to the contrary in this Agreement or any other Finance Document, during the period (if any) that a Release Condition (as defined in paragraph (d) below) is satisfied: (i) the following obligations and restrictions shall be suspended and shall not apply: (A) the requirement to make mandatory prepayments under Clause 10.5 (Mandatory prepayment from disposal proceeds); (B) the restrictions under Clause 19.11 (Disposals); (C) the provisions of Clause 19.12 (Acquisitions and mergers); (D) the provisions of Clause 19.13 (Restrictions on Financial Indebtedness); (E) the provisions of Clause 19.14 (Restricted Payments); (F) the provisions of Clause 19.15 (Loans and guarantees); (G) the provisions of Clause 19.16 (Environmental matters); (H) the restrictions under Clause 19.17 (Insurance); (I) the restrictions under Clause 19.18 (Intellectual Property Rights); (J) the restrictions under Clause 19.19 (Share capital); (K) the restrictions under Clause 19.20 (Priority); (L) the restrictions under Clause 19.21 (Share security); (M) the restrictions under Clause 19.22 (Shareholder Loans); (N) the restrictions under Clause 19.23 (Further security over receivables); 44 Note: reference to Clause 27.9 (Replacement of lenders) to be retained when creeper implemented (O) the restrictions under Clause 19.25 (ERISA); and (P) the provisions of paragraph (b) of Clause 28.8 (Additional Obligors); (ii) the leverage financial covenant in Clause 20.2 (Financial Ratio) shall only be tested semi annually (for the Ratio Period ending on the second and fourth Quarter Dates in each financial year) if the Financial Ratio Test Condition is met on such second and fourth Quarter Dates in each financial year and the Financial Ratio Test Condition will only apply to such second and fourth Quarter Dates; (iii) the relevant Margin payable on any utilisation or Unpaid Sum (as applicable) under any Additional Facility (to the extent specified in the relevant Additional Facility Accession Agreement for that Additional Facility) will be reduced by 0.50 per cent. per annum; and (iv) the amount of each basket set by reference to a monetary amount for which a specific amount is set out in this Agreement and any definitions used therein (including all “annual”, “life of Facilities” and “at any time” and “aggregate” baskets) shall be increased by 50 per cent. (b) If at any time after a Release Condition has been satisfied and a Release Condition subsequently ceases to be satisfied, any breach of this Agreement or any other Finance Document that arises as a result of any of the obligations, restrictions or other terms referred to in paragraph (a) above ceasing to be suspended or amended shall not (provided that it did not constitute an Event of Default at the time the relevant event or occurrence took place) constitute (or result in) a breach of any term of this Agreement or any other Finance Documents, a Default or an Event of Default. (c) In respect of any amount which has not been applied in mandatory prepayment of the Facilities in accordance with Clause 10.5 (Mandatory prepayment from disposal proceeds) as a result of the Release Condition being satisfied (the “Released Amounts”), if the Release Condition subsequently ceases to be satisfied after the date the prepayment would have been required had the Release Condition not been satisfied, the failure to apply the Released Amounts in prepayment shall not result in a breach of any term of this Agreement or any other Finance Document. (d) For the purposes of this Clause 19.33 the “Release Condition” means the Facilities or UPC Broadband receive any two of the following: (i) a rating of “Baa3” (or the equivalent) or higher from Xxxxx’x or any of its successors or assigns; (ii) a rating of “BBB-” (or the equivalent) or higher from Standard & Poor’s or any of its successors or assigns; and/or (iii) a rating of “BBB-” (or the equivalent) or higher from Fitch or any of its successors or assigns, in each case, with a “stable outlook” from such rating agency.” (1) Amend the definition of “Margin” in Clause 1.1 (Definitions) to include the following wording at the end of that definition: “, and if applicable, as reduced pursuant to Clause 19.33 (Ratings Trigger)”.