First Lien Net Leverage Ratio Clause Samples

First Lien Net Leverage Ratio. Solely with respect to the Revolving Credit Facility, on the last day of any Test Period ending on or after the second full fiscal quarter ending after the Closing Date on which the Compliance Condition is then satisfied, the Parent Borrower will not permit the First Lien Net Leverage Ratio to be greater than 7.00 to 1.00.

First Lien Net Leverage Ratio. Except with the written consent of the Required Revolving Lenders, commencing with the fiscal quarter ending March 31, 2019, the Borrower will not permit the First Lien Net Leverage Ratio, calculated as of the last day of any Test Period, to exceed 8.20 to 1.00; provided that notwithstanding the foregoing, the financial covenant set forth in this Section 6.11 shall be tested as of the last day of any Test Period only in the event that, on the last day of such Test Period, the aggregate amount of the Revolving Exposures (excluding (x) up to $10,000,000 of undrawn Letters of Credit, (y) Letters of Credit which have been cash collateralized or backstopped in accordance with this Agreement and (z) prior to June 30, 2019, any outstanding Revolving Loans originally borrowed on the Closing Date to pay the Transaction Costs or fund original issue discount or upfront fees in connection with the “flex” provisions of the Fee Letter) of all of the Revolving Lenders is greater than 35% of the aggregate amount of the Revolving Commitments in effect on such date.

First Lien Net Leverage Ratio. The Borrower will not permit the First Lien Net Leverage Ratio, as of the last day of any Test Period ending on the date set forth in the table below, to be greater than the ratio set forth opposite such date below: Fiscal Quarter Ending First Lien Net Leverage Ratio December 31, 2017 8.50:1.00 March 31, 2018 7.75:1.00 June 30, 2018 7.75:1.00 September 30, 2018 6.75:1.00 December 31, 2018 5.75:1.00 March 31, 2019 5.00:1.00 June 30, 2019 4.50:1.00 September 30, 2019 4.00:1.00 December 31, 2019 and the last day of each fiscal quarter of the Borrower thereafter 3.50:1.00

First Lien Net Leverage Ratio. On the last day of any Test Period (commencing with the Test Period ending on March 31, 2021) the Borrower shall not permit the First Lien Net Leverage Ratio to exceed (i) prior to the SPAC Closing Date, the corresponding ratio set forth below: March 31, 2021 7.50:1.00 June 30, 2021 7.50:1.00 September 30, 2021 7.50:1.00 December 31, 2021 7.00:1.00 March 31, 2022 7.00:1.00 June 30, 2022 7.00:1.00 September 30, 2022 7.00:1.00 December 31, 2022 6.50:1.00 March 31, 2023 6.50:1.00 June 30, 2023 6.50:1.00 September 30, 2023 6.50:1.00 December 31, 2023 and each Fiscal Quarter ending thereafter until the SPAC Closing Date 5.50:1.00 and (ii) from and after the SPAC Closing Date, the Post-SPAC Financial Covenant Level; provided that from and after the SPAC Closing Date, the Financial Covenant shall only be tested if, as of the last day of a Fiscal Quarter, the sum of (i) the aggregate principal amount of Revolving Loans then outstanding plus (ii) the aggregate amount of LC Disbursements that have not been reimbursed within two (2) Business Days by or on behalf of the Borrower at such time (other than amounts that have been reimbursed, cash collateralized or backstopped within three (3) Business Days following the end of the applicable Fiscal Quarter) plus (iii) the aggregate Stated Amount of all issued and undrawn Letters of Credit (excluding (x) issued and undrawn Letters of Credit having an aggregate Stated Amount not to exceed $5,000,000 and (y) issued and undrawn Letters of Credit which have been fully cash collateralized or back-stopped in a manner reasonably satisfactory to the applicable Issuing Banks), exceeds 35% of the aggregate principal amount of Revolving Credit Commitments then in effect; provided, that to the extent Revolving Loans or other amounts under the Revolving Facility are used to pay original issue discount or upfront fees pursuant to the “market flex” provisions of the Fee Letter, then for the first two Fiscal Quarters following the Closing Date, such Revolving Loans shall be excluded from the calculation of the First Lien Net Leverage Ratio solely for purposes of this Section 6.14(a)..

First Lien Net Leverage Ratio. The First Lien Net Leverage Ratio, computed on a Pro Forma Basis after giving effect to such Borrowing and the application of the proceeds thereof, shall not exceed 5.50:1.00.

First Lien Net Leverage Ratio. On the last day of any Test Period (commencing with the Test Period ending on the First Potential Covenant Testing Date) on which the Revolving Facility Test Condition is then satisfied (and on such date, only to the extent the Revolving Facility Test Condition is then satisfied), Intermediate Dutch Holdings shall not permit the First Lien Net Leverage Ratio to be greater than 5.40:1.00.

First Lien Net Leverage Ratio. Consolidated First Lien Net Debt to Consolidated EBITDA13 (1) Consolidated First Lien Net Debt: (a) the aggregate principal amount of Indebtedness of the Parent Borrower and their Restricted Subsidiaries outstanding on the date of the Financial Statements accompanying this certificate (the “Financial Statement Date”), in an amount that would be reflected on a balance sheet (but excluding the notes thereto) prepared as of such Financial Statement Date on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting or recapitalization accounting in connection with the Transactions or any Permitted Acquisition or any other acquisition permitted under the Credit Agreement) consisting only of Indebtedness for borrowed money and obligations in respect of Capitalized Leases or other purchase money Indebtedness plus without duplication, the aggregate undrawn amount of Designated Revolving Commitments in effect on such date, in each case, that is secured by any Applicable Lien; $_____ (b) minus, the aggregate amount of cash and Cash Equivalents (other than Restricted Cash), in each case, included on the consolidated balance sheet of the Parent Borrower and the Restricted Subsidiaries as of such Financial Statement Date. $_____ provided that Consolidated First Lien Net Debt shall not include Indebtedness (i) in respect of letters of credit, except to the extent of obligations in respect of amounts drawn under standby letters of credit that are unreimbursed for at least two (2) Business Days after such amount is drawn, (ii) owed by Unrestricted Subsidiaries, (iii) obligations in respect of Cash Management Services and (iv) in respect of any Qualified Securitization Financing; it being understood, for the avoidance of doubt, that obligations under Swap Contracts do not constitute Consolidated First Lien Net Debt. For the avoidance of doubt, Indebtedness under the ABL Credit Agreement shall be included in Consolidated First Lien Net Debt. 13 Defined terms used but not capitalized in this Schedule 1 have the meanings assigned to such terms in the Credit Agreement. All section references in this Schedule 1 refer to sections of the Credit Agreement.

First Lien Net Leverage Ratio. Except with the written consent of the Required Revolving Lenders, the Borrower will not permit the First Lien Net Leverage Ratio, calculated as of the last day of the most recent fiscal quarter of the Borrower for which financial statements were required to have been furnished to the Administrative Agent pursuant to Section 5.01 (commencing with the first full fiscal quarter ending after the Closing Date), to exceed 6.70:1.00. Notwithstanding the foregoing, this Section 6.12 shall be in effect (and shall only be in effect) when the sum of (A) the aggregate principal amount of Revolving Loans and (B) the Dollar Equivalent of all Letters of Credit (excluding cash collateralized Letters of Credit and undrawn Letters of Credit in an aggregate amount not to exceed $40,000,000), in each case, outstanding as of the last day of the most recent fiscal quarter of the Borrower for which financial statements were required to have been furnished to the Administrative Agent pursuant to Section 5.01, is greater than 30% of the Revolving Commitments.

First Lien Net Leverage Ratio. Commencing with the Test Period ending on the last day of the second full fiscal quarter ended after the Closing Date, the Borrower shall not permit the First Lien Net Leverage Ratio on the last day of each Test Period to be greater than 8.00 to 1.00 if the aggregate outstanding principal amount of Revolving Loans, Swing Line Loans and Letters of Credit (but excluding undrawn amounts under any Letters of Credit and Letters of Credit that have been Cash Collateralized) exceeds (or exceeded) 35.00% of the then outstanding Revolving Commitments in effect on such date. To the extent required to be tested with respect to any Test Period pursuant to the preceding sentence, compliance with this Section 8.01 shall be tested on the date that the Compliance Certificate for the applicable Test Period is required to be delivered pursuant to Section 6.02(a) and not prior to such date.