| Fundamental Changes · Negative Covenant | No merger, dissolution, liquidation or consolidation except as permitted | | source ↗ |
| Use of Proceeds · Affirmative Covenant | General corporate purposes; no margin stock; no Sanctions violations; no anti-corruption violations | | source ↗ |
| Compliance Certificate · Affirmative Covenant | Deliver within 5 days after financial statements; certify no Default; set forth Consolidated Interest Coverage Ratio calculation | | source ↗ |
| Solvency · Representation and Warranty | Company and Subsidiaries must be Solvent on Closing Date after giving effect to Transactions | | source ↗ |
| Anti-Corruption / Sanctions Compliance · Affirmative Covenant | Maintain policies and procedures designed to promote compliance with Anti-Corruption Laws and Sanctions | | source ↗ |
| Financial Reporting - Quarterly · Affirmative Covenant | Deliver unaudited quarterly financial statements on or before SEC filing deadline (or 45 days after fiscal quarter end if not SEC filer) | | source ↗ |
| Cross-Default · Event of Default | Failure to pay or observe agreements on Indebtedness exceeding $500,000,000 (Threshold Amount) constitutes Event of Default | loose $500m vs event of default median $125m (n=62) | source ↗ |
| Consolidated Interest Coverage Ratio - Commitment Increase Condition · Financial Incurrence | Pro forma Consolidated Interest Coverage Ratio not less than 3.00:1.00 after giving effect to Commitment Increase | tight 3x vs coverage median 1.7x (n=40) | source ↗ |
| Consolidated Interest Coverage Ratio · Financial Maintenance | Minimum 3.00x as of last day of any fiscal quarter | tight 3x vs coverage median 1.7x (n=40) | source ↗ |
| Lien Covenant · Negative Covenant | No Liens on property securing Indebtedness except as permitted; catch-all basket limited to Maximum Secured Debt Limit (greater of $3,300,000,000 and 15% of Consolidated Net Tangible Assets) | market 15% vs negative covenant median 20% (n=79) | source ↗ |
