Common use of Springing financial covenant Clause in Contracts

Springing financial covenant. (a) Amend the covenant set out in Clause 20.2 (Financial Ratio) so that is reads as follows: (a) Subject to Clause 21.5 (Cross default), in the event that on the last day of a Ratio Period the aggregate of the Outstandings under any Revolving Facility (other than Documentary Credits that are cash collateralised or undrawn) and any net indebtedness under each Ancillary Facility exceeds an amount equal to 33 1⁄3 per cent. of the aggregate of the Revolving Facility Commitments and each Ancillary Facility Commitment, UPC Broadband shall procure that the ratio of Senior Net Debt to Annualised EBITDA on that day shall not exceed 4.75:1 unless otherwise agreed in writing by the Composite Revolving Facility Instructing Group and UPC Broadband. (b) If the financial covenant set out in paragraph (a) has been breached for a Ratio Period (the “First Measurement Period”) but is complied with when tested for the next Ratio Period (the “Second Measurement Period”), then, the prior breach of such financial covenant or any Event of Default arising therefrom shall not (or shall be deemed to not) directly or indirectly constitute, or result in, a breach of any representation, warranty, undertaking or other term in the Finance Documents or a Default or an Event of Default unless the Facility Agent has taken any action under Clause 21.20 (Maintenance Covenant Revolving Facility Acceleration) before the delivery of the certificate referred to at Clause 19.2(a)(iii)(B) (Financial information) in respect of the Second Measurement Period (a “Second Test Period Deemed Cured”); provided that, if the financial covenant set out in paragraph (a) above is not required to be tested for the Second Measurement Period, it shall be so tested solely for the purpose of determining whether a Second Test Period Deemed Cure has occurred.”

Springing financial covenant. (a) Amend the covenant set out in Clause 20.2 (Financial RatioNet Total Debt to Consolidated Annualised EBITDA) so that is it reads as follows: (a) Subject to paragraph (a) below and Clause 21.5 22.5 (Cross defaultCross-default and Cross-acceleration), in the event that on the last day of a Ratio Measurement Period the aggregate of the Telenet Additional Facility Outstandings under any Revolving Facility (other than Documentary Credits that are cash collateralised or undrawn) and any net indebtedness under each Ancillary Facility exceeds an amount equal to 33 1⁄3 ⅓ per cent. of the aggregate of the Revolving Facility Commitments and each Ancillary Facility CommitmentCommitment (the “Test Condition”), UPC Broadband the Company shall procure that the ratio of Senior Net Total Debt to Consolidated Annualised EBITDA on that day shall for each Measurement Period is not exceed 4.75:1 greater than 6.00:1 unless otherwise agreed in writing by the Composite Revolving Facility Instructing Group and UPC Broadbandthe Company. (b) If the financial covenant set out in paragraph (a) has been breached for a Ratio Measurement Period (the “First Measurement Period”) but is complied with when tested for the next Ratio Measurement Period (the “Second Measurement Period”), then, the prior breach of such financial covenant or any Event of Default arising therefrom shall not (or shall be deemed to not) directly or indirectly constitute, or result in, a breach of any representation, warranty, undertaking or other term in the Finance Documents or a Default or an Event of Default unless the Facility Agent has taken any action under [Clause 21.20 22.18 (Maintenance Covenant Revolving Facility Acceleration) )] before the delivery of the certificate referred to at Clause 19.2(a)(iii)(B) (Financial information) financial statements in respect of the Second Measurement Period Period.” (b) Amend the Credit Agreement to provide that: (i) the maintenance covenant at Clause 20 (Financial Covenant) shall only be for the benefit of the Lenders under the Revolving Facility and the Lenders under any Additional Facilities that are revolving facilities if such Additional Facilities are designated by the Company to have such benefit; and (ii) a “Second Test Period Deemed Cured”); provided that, new paragraph (d)(vii) of Clause 22.5 (Cross default) is included such that it will not be an Event of Default under Clause 22.5 (Cross default) if the financial relevant Financial Indebtedness is in relation to a Facility that has the benefit of the maintenance covenant set out in paragraph at Clause 20 (a) above is not required to be tested for the Second Measurement Period, it shall be so tested solely for the purpose of determining whether a Second Test Period Deemed Cure has occurredFinancial covenant).”

Springing financial covenant. (a) Amend the covenant set out in Clause 20.2 (Financial RatioNet Total Debt to Consolidated Annualised EBITDA) so that is it reads as follows: (a) Subject to paragraph (a) below and Clause 21.5 22.5 (Cross defaultCross-default and Cross-acceleration), in the event that on the last day of a Ratio Measurement Period the aggregate of the Telenet Additional Facility Outstandings under any Revolving Facility (other than Documentary Credits that are cash collateralised or undrawn) and any net indebtedness under each Ancillary Facility exceeds an amount equal to 33 1⁄3 ⅓ per cent. of the aggregate of the Revolving Facility Commitments and each Ancillary Facility CommitmentCommitment (the “Test Condition”), UPC Broadband the Company shall procure that the ratio of Senior Net Total Debt to Consolidated Annualised EBITDA on that day shall for each Measurement Period is not exceed 4.75:1 greater than 6.00:1 unless otherwise agreed in writing by the Composite Revolving Facility Instructing Group and UPC Broadbandthe Company. (b) If the financial covenant set out in paragraph (a) has been breached for a Ratio Measurement Period (the “First Measurement Period”) but is complied with when tested for the next Ratio Measurement Period (the “Second Measurement Period”), then, the prior breach of such financial covenant or any Event of Default arising therefrom shall not (or shall be deemed to not) directly or indirectly constitute, or result in, a breach of any representation, warranty, undertaking or other term in the Finance Documents or a Default or an Event of Default unless the Facility Agent has taken any action under [Clause 21.20 22.18 (Maintenance Covenant Revolving Facility Acceleration) )] before the delivery of the certificate referred to at Clause 19.2(a)(iii)(B) (Financial information) financial statements in respect of the Second Measurement Period (a “Second Test Period Deemed Cured”); provided that, if the financial covenant set out in paragraph (a) above is not required to be tested for the Second Measurement Period, it shall be so tested solely for the purpose of determining whether a Second Test Period Deemed Cure has occurred.” (b) Amend the Credit Agreement to provide that:

Springing financial covenant. (a) Amend the covenant set out in Clause 20.2 (Financial Ratio) so that is reads as follows: (a) Subject to Clause 21.5 (Cross default), in the event that on the last day of a Ratio Period the aggregate of the Outstandings under any Revolving Facility (other than Documentary Credits that are cash collateralised or undrawn) and any net indebtedness under each Ancillary Facility exceeds an amount equal to 33 1⁄3 ⅓ per cent. of the aggregate of the Revolving Facility Commitments and each Ancillary Facility Commitment, UPC Broadband shall procure that the ratio of Senior Net Debt to Annualised EBITDA on that day shall not exceed 4.75:1 unless otherwise agreed in writing by the Composite Revolving Facility Instructing Group and UPC Broadband. (b) If the financial covenant set out in paragraph (a) has been breached for a Ratio Period (the “First Measurement Period”) but is complied with when tested for the next Ratio Period (the “Second Measurement Period”), then, the prior breach of such financial covenant or any Event of Default arising therefrom shall not (or shall be deemed to not) directly or indirectly constitute, or result in, a breach of any representation, warranty, undertaking or other term in the Finance Documents or a Default or an Event of Default unless the Facility Agent has taken any action under Clause 21.20 (Maintenance Covenant Revolving Facility Acceleration) before the delivery of the certificate referred to at Clause 19.2(a)(iii)(B) (Financial information) in respect of the Second Measurement Period (a “Second Test Period Deemed Cured”); provided that, if the financial covenant set out in paragraph (a) above is not required to be tested for the Second Measurement Period, it shall be so tested solely for the purpose of determining whether a Second Test Period Deemed Cure has occurred.”