Main points of the amendment “Free Cash Flow” means, for any period, in respect of any Person, Cash Flow, less:
(i) cash Interest Expense;
(ii) cash income taxes (whether or not deferred);
(iii) Capital Expenditures;
(iv) scheduled repayments of any Debt; and
(v) investments in Programming and broadcast rights (net of amortization of Programming and broadcast rights); provided that, in determining the amount of Cash Flow of the Borrower for the purposes hereof, Cash Flow shall be calculated without reference to the second proviso in the definition thereof, being the proviso referring to adjustments in connection with Acquisitions and dispositions.
Covenants
(1) Section 8.2 (Financial Covenants) of the Credit Agreement is hereby amended by deleting clause (i) in its entirety and replacing such deletion with the following:
“(i) Total Debt to Cash Flow Ratio is not greater than 4.25:1.0; and during each of the periods set forth below is not greater than the amount set forth in respect of such period:
A. from the First Amendment Effective Date through and including February 28, 2023, 4.50:1.0,
B. from March 1, 2023 through and including August 31, 2023, 4.75:1.0,
C. from September 1, 2023 through and including November 30, 2023,
4.50:1.0, and
D. from December 1, 2023 and thereafter, 4.25:1.0; and”
(2) Section8.4.6(NegativeCovenants–NoDistributions) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
“8.4.6 No Distributions - in the case of the Borrower only, make any Distribution (i) if an Event of Default or Pending Event of Default has occurred and is continuing at the time such Distribution is made or would result from the making of such Distribution, and (ii) from the First Amendment Effective Date through and including November 30, 2023 only, when the Total Debt to Cash Flow Ratio (based on the most recently completed Fiscal Quarter) is greater than 4.0:1.0 after giving effect to the proposed Distribution, if the Distribution, together with all Distributions made within the 12-month period immediately preceding the date of the proposed Distribution, would exceed 100% of the Free Cash Flow of the Borrower for the four most recent Fiscal Quarters