| No Material Adverse Change · Representation / Condition | Subsequent to the date hereof there has been no material adverse change in financial condition, earnings, business, results of operations or prospects; no material liability or obligation incurred outside ordinary course; no dividend or distribution declared, paid or made. | | source ↗ |
| No Price Stabilization or Manipulation · Negative Covenant | The Company shall not take any action designed to or that would reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company. | | source ↗ |
| Compliance with Regulations T, U and X · Negative Covenant | Neither the Company, any Guarantor, any subsidiary nor any agent acting on their behalf shall take any action that might cause this Agreement or the issuance or sale of the Securities to violate Regulation T, U or X of the Federal Reserve Board. | | source ↗ |
| No General Solicitation or Directed Selling Efforts (Post-Closing) · Negative Covenant | The Company shall not permit any Affiliate or person acting on its behalf to solicit offers or offer or sell the Securities by means of general solicitation or general advertising or in any manner involving a public offering. | | source ↗ |
| Anti-Bribery / FCPA Compliance · Negative Covenant | Neither the Company, its subsidiaries nor their affiliates shall use corporate funds for unlawful contributions, make payments violating the FCPA or any anti-bribery law, or take any act in furtherance of any unlawful bribe or benefit. | | source ↗ |
| Restricted Payments – Dividends/Share Repurchases (Basket) · Restricted Payment | $90,000,000 per calendar year (with up to $30,000,000 carryforward) | tight $90m vs basket median $300m (n=49) | source ↗ |
| Maintenance of Ratings · Affirmative Covenant | Commercially reasonable efforts to maintain Debt Ratings from at least two Rating Agencies | | source ↗ |
| Incremental Facilities – Pari Passu First Lien (Ratio Incremental Amount) · Incurrence | Consolidated First Lien Net Leverage Ratio not to exceed 3.50x | tight 3.5x vs incurrence median 3.875x (n=12) | source ↗ |
| Incremental Facilities – Unsecured (Ratio Incremental Amount) · Incurrence | Consolidated Total Net Leverage Ratio not to exceed 7.00x | loose 7x vs incurrence median 3.875x (n=12) | source ↗ |
| Incremental Facilities – Junior Lien (Ratio Incremental Amount) · Incurrence | Consolidated Secured Net Leverage Ratio not to exceed 5.50x | loose 5.5x vs incurrence median 3.875x (n=12) | source ↗ |
| Maximum Consolidated First Lien Net Leverage Ratio (Financial Covenant) · Financial Maintenance | 4.25x (increasing to 4.75x for up to four quarters following a Material Transaction, subject to no more than two elections after the Sixth Amendment Effective Date) | market 4.25x vs leverage median 4x (n=99) | source ↗ |
| Equity Cure Right · Financial Covenant – Cure | Up to 5 times during the life of the agreement; at least 2 quarters per 4-quarter period without a cure; cure amount limited to deficiency; no pro forma debt reduction | | source ↗ |
| Financial Covenant – Springing Nature (Term Loans) · Financial Maintenance | Breach of Section 7.10 is not an Event of Default with respect to Term Loans unless Required Revolving Credit Lenders have declared amounts due and payable and such declaration has not been rescinded | | source ↗ |
| Available Amount Basket (Opening Balance) · Negative Covenant – Basket | $2,607,979,000 (initial amount), plus cumulative Excess Cash Flow and other additions, less utilization | loose $2.60798bn vs basket median $300m (n=49) | source ↗ |
| Lien Incurrence – General Basket · Negative Covenant – Liens | Greater of $210,000,000 and 2.0% of Consolidated Total Assets | tight 2% vs basket median 20% (n=122) | source ↗ |
| Indebtedness – Additional Debt General Basket · Negative Covenant – Indebtedness | Greater of $210,000,000 and 2.0% of Consolidated Total Assets | tight 2% vs basket median 20% (n=122) | source ↗ |
| Indebtedness – Capital Lease / Purchase Money Basket · Negative Covenant – Indebtedness | Greater of $235,000,000 and 2.25% of Consolidated Total Assets | tight 2.25% vs basket median 20% (n=122) | source ↗ |
| Investment – General Basket · Negative Covenant – Investments | Greater of $300,000,000 and 25.0% of Leverage Ratio Denominator for most recently ended Reference Period | market 25% vs basket median 20% (n=122) | source ↗ |
| Investment – Unlimited Basket · Negative Covenant – Investments | Unlimited if Consolidated First Lien Net Leverage Ratio <= 2.50x (pro forma) and no Default | tight 2.5x vs basket median 4x (n=54) | source ↗ |
| Junior Debt Prepayment – Ratio-Based Basket · Restricted Payment / Junior Debt Prepayment | Permitted if Consolidated First Lien Net Leverage Ratio <= 3.50x (pro forma) and no Default | tight 3.5x vs basket median 4x (n=54) | source ↗ |
| Restricted Payments – Unlimited Basket · Restricted Payment | Unlimited if Consolidated First Lien Net Leverage Ratio <= 2.00x (pro forma) and no Default | tight 2x vs basket median 4x (n=54) | source ↗ |
| Excess Cash Flow Sweep · Mandatory Prepayment | 75% if Consolidated First Lien Net Leverage Ratio > 3.50x; 50% if between 3.00x and 3.50x; 0% if <= 3.00x | loose 3.5x vs mandatory prepayment median 3x (n=24) | source ↗ |
