Common use of Incurrence Test Clause in Contracts

Incurrence Test. (a) The Incurrence Test is met if: (i) in respect of incurrence of new Financial Indebtedness: (A) the Leverage Ratio (calculated in accordance with paragraph (c) below), is equal to or less than 2.50:1.00; and (B) the Interest Cover Ratio is equal to or greater than 2.75:1.00; (ii) in respect of any Distribution, the Leverage Ratio (calculated in accordance with paragraph (c) below), is equal to or less than 1.75:1.00. (b) Compliance with the Incurrence Test is subject to in each case, that no Event of Default is outstanding or would result from the relevant event for which compliance with the Incurrence Test is required. (c) The calculation of the Leverage Ratio for the purpose of the Incurrence Test shall: (i) Be made as per a testing date determined by the Issuer, falling no earlier than thirty (30) days prior to the event relevant for the application of the Incurrence Test. (ii) The Consolidated Net Total Borrowings shall be measured on the relevant testing date so determined, shall include the full principal amount of the Financial Indebtedness in respect of which the Incurrence Test is applied and shall exclude any Financial Indebtedness which shall be refinanced with the new Financial Indebtedness (however, any cash balance resulting from the incurrence of such Financial Indebtedness shall not reduce the Consolidated Net Total Borrowings). (iii) The figures for Adjusted EBITDA for the Relevant Period (or a later Relevant Period if applicable) immediately prior to the testing date (unless the testing date is a financial quarter end) shall be used for the Incurrence Test, but adjusted so that: (A) the operating profit before interest, tax, depreciation, amortisation and impairment changes (calculated on the same basis as EBITDA) of any Group Company (or attributable to a business or assets acquired by a Group Company) acquired or disposed of or in respect of any discontinued operations after the end of the Relevant Period but before the relevant testing date, shall be included or excluded (as applicable), pro forma, for the entire Relevant Period; and (B) any company, business, undertaking or assets to be acquired with the proceeds from new Financial Indebtedness in respect of which the Incurrence Test is applied shall be included, pro forma, for the entire Relevant Period.

Incurrence Test. (a) The Incurrence Test is met if, at the relevant time: (i) the ratio of Net Interest Bearing Debt to EBITDA (i) tested in respect connection with an acquisition which is completed within 12 months from the First Issue Date, is not greater than 5.00x, provided that a minimum of incurrence 45.00 per cent. of new Financial Indebtednessthe consideration for such acquisition is contributed as an Equity Injection, or (ii) tested in connection with other events than as set out in (i) above, is not greater than: (A) 4.50x until the Leverage Ratio (calculated in accordance with paragraph (c) below), is equal to or less than 2.50:1.00; andfirst anniversary of the First Issue Date, (B) 4.25x until the Interest Cover Ratio is equal to or greater than 2.75:1.00second anniversary of the First Issue Date, (C) 4.00x until the third anniversary of the First Issue Date, (D) 3.75x until the fourth anniversary of the First Issue Date, and (E) 3.50x thereafter until the Final Redemption Date; (ii) in respect the Interest Coverage Ratio exceeds 2.50; and (iii) no Event of any DistributionDefault is continuing or, if applicable, would occur upon the Leverage Ratio incurrence of debt or disposal of assets (calculated in accordance with paragraph (c) belowas applicable), is equal to or less than 1.75:1.00. (b) Compliance with the Incurrence Test is subject to in each case, that no Event of Default is outstanding or would result from the relevant event for which compliance with the Incurrence Test is required. (c) The calculation of the Leverage Ratio for the purpose ratio of the Incurrence Test shall: (i) Be Net Interest Bearing Debt to EBITDA shall be made as per a testing date determined by the Issuer, falling no earlier more than thirty (30) days two months prior to the event relevant for the application incurrence of the Incurrence Test. (ii) new Financial Indebtedness. The Consolidated Net Total Borrowings Interest Bearing Debt shall be measured on the relevant testing date so determined, shall but include the full principal amount of the Financial Indebtedness in respect of which the Incurrence Test is applied and shall exclude any Financial Indebtedness which shall be refinanced with the new Financial Indebtedness provided it is an interest bearing obligation (however, any cash balance resulting from the incurrence of such the new Financial Indebtedness shall not reduce the Consolidated Net Total BorrowingsInterest Bearing Debt). EBITDA shall be calculated as set out below. When the Interest Coverage Ratio is measured under the Incurrence Test, as applicable, the calculation of the Interest Coverage Ratio shall be made for the Reference Period ending on the last day of the period covered by the most recent Financial Report. (iiic) The figures for Adjusted EBITDA EBITDA, Finance Charges and Net Finance Charges for the Relevant Reference Period (or a later Relevant Period if applicable) immediately prior to ending on the testing date (unless last day of the testing date is a financial quarter end) period covered by the most recent Financial Report shall be used for the Incurrence Test, but adjusted so that: (Ai) the operating profit before interest, tax, depreciation, amortisation and impairment changes (calculated on the same basis as EBITDA) of any Group Company (or attributable to a business or assets acquired by a Group Company) entities acquired or disposed of by the Group during the Reference Period, or in respect of any discontinued operations after the end of the Relevant Reference Period but before the relevant testing date, shall be included or excluded (as applicable), pro forma, for the entire Relevant Reference Period; and (Bii) any company, business, undertaking or assets entity to be acquired with the proceeds from new Financial Indebtedness in respect of which the Incurrence Test is applied shall be included, pro forma, for the entire Relevant Reference Period; and (iii) the pro forma calculation of EBITDA shall be adjusted to take into account the net cost savings and other reasonable synergies, as the case may be, realisable by the Group during the Reference Period as a result of acquisitions and/or disposals of entities referred to in (i) or (ii) above, provided that such net cost savings and other reasonable synergies, as the case may be, have been confirmed by a reputable accounting firm and the Issuer has provided evidence thereof to the Agent, but only insofar as such would not result in more than a 5.00 per cent. variation of the total EBITDA compared to if the extraordinary or exceptional items (as applicable) would be taken into account, provided that any such synergies taken into account shall be specified in the quarterly reports of the Group and in each Compliance Certificate. (d) The figures for Net Interest Bearing Debt set out in the financial statements as of the most recent quarter date (including when necessary, financial statements published before the First Issue Date), shall be used, but adjusted so that Net Interest Bearing Debt for such period shall be: (i) reduced to reflect any Net Interest Bearing Debt attributable to a disposed entity or which has been repaid, repurchased or otherwise discharged as a result of or in connection with a disposal of an entity (to the extent such Net Interest Bearing Debt is included in the relevant financial statements); (ii) increased on a pro forma basis by an amount equal to the Net Interest Bearing Debt directly attributable to (i) any Financial Indebtedness owed by acquired entities, and (ii) any Financial Indebtedness incurred to finance the acquisition of entities, in each case calculated as if all such debt had been incurred at the beginning of the relevant test period; and (iii) increased on a pro forma basis by an amount equal to the Net Interest Bearing Debt directly attributable to any Financial Indebtedness incurred under any Subsequent Bonds, calculated as if such debt had been incurred at the beginning of the relevant Reference Period.