Common use of Maximum Net Leverage Ratio Clause in Contracts

Maximum Net Leverage Ratio. The Parent shall not permit the Net Leverage Ratio on the last day of any period of four consecutive fiscal quarters of the Parent to exceed 3.75 to 1.00; provided, that (i) the Company may, by written notice to the Administrative Agent for distribution to the Lenders and not more than two times during any five consecutive year term of this Agreement, elect to increase the maximum Net Leverage Ratio permitted under this Section 6.01 to 4.25 to 1.00 as of the end of each of the first four (4) periods of four consecutive fiscal quarters ending on or after the date of a Permitted Acquisition, if the aggregate consideration paid or to be paid in respect of such Permitted Acquisition is equal to or greater than $250,000,000 (any such four consecutive periods of four consecutive fiscal quarters following such a Permitted Acquisition, an “Adjusted Covenant Period”) and (ii) in connection with any such election, the Company shall have delivered to the Administrative Agent, at least five business days prior to consummating such Acquisition, notice of such Acquisition and pro forma calculations (in form and detail reasonably satisfactory to the Administrative Agent) demonstrating compliance with the maximum Net Leverage Ratio required by the foregoing clause (i) (it being understood and agreed that (A) the Company may not elect an Adjusted Covenant Period for at least two (2) fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to the foregoing clause (i) and (B) at the end of an Adjusted Covenant Period, the maximum Net Leverage Ratio permitted under this Section 6.01 shall revert to 3.75 to 1.00 as of the end of each subsequent fiscal quarter unless and until another Adjusted Covenant Period is elected pursuant to the terms and conditions described above).

Maximum Net Leverage Ratio. The Parent shall Company will not permit the ratio (the “Net Leverage Ratio Ratio”), determined as of the end of each of its fiscal quarters ending on and after March 31, 2016, of (x) Consolidated Net Indebtedness to (y) Consolidated EBITDA for the last day of any period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Parent Company and its Subsidiaries on a consolidated basis, to exceed 3.75 to 1.00; provided, that be greater than: (i) 4.00 to 1.00, in the Company maycase of any fiscal quarter ending prior to the consummation of the November 2017 Acquisition; provided that, by upon prior written notice to the Administrative Agent for distribution to Agent, the Lenders and not more than two times during any five consecutive year term of this Agreement, Company may elect to increase the maximum Net Leverage Ratio permitted under this Section 6.01 6.18(a)(i) to 4.25 no more than 4.50 to 1.00 as of the end of each of the first four (4) periods in connection with any Permitted Acquisition for any period of four consecutive fiscal quarters ending on or after quarters, commencing with the date of a Permitted Acquisition, if the aggregate consideration paid or to be paid fiscal quarter in respect of which such Permitted Acquisition is equal to or greater than $250,000,000 was consummated (and for any such four consecutive periods Calculation Period for purposes of four consecutive fiscal quarters following such a Permitted Acquisition, an “Adjusted Covenant Period”) and (ii) in connection with any such election, determining the Company shall have delivered to the Administrative Agent, at least five business days prior to consummating such Acquisition, notice of such Acquisition and pro forma calculations (in form and detail reasonably satisfactory to the Administrative Agent) demonstrating compliance with the maximum Net Leverage Ratio required by the foregoing clause (i) (it being understood and agreed on a Pro Forma Basis); provided further that (A) the Company may not elect an Adjusted Covenant Period for at least two (2) fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to the foregoing clause (i) and (B) at the end of an Adjusted Covenant Period, the maximum Net Leverage Ratio permitted under this Section 6.01 shall revert 6.18(a)(i) will decrease to 3.75 4.00 to 1.00 as for at least one fiscal quarter before becoming eligible to increase again to 4.50 to 1.00 for a new period of four consecutive fiscal quarters; and (ii) (A) 4.50 to 1.00, in the case of the end fiscal quarter during which the November 2017 Acquisition is consummated and for each of the three (3) consecutive fiscal quarters ending immediately thereafter, (B) 4.25 to 1.00, in the case of each subsequent of the four (4) consecutive fiscal quarters ending immediately after the final fiscal quarter unless described in the foregoing clause (a)(ii)(A) and until another Adjusted Covenant Period is elected pursuant (C) 4.00 to 1.00, in the case of each fiscal quarter ending after the final fiscal quarter described in the foregoing clause (a)(ii)(B); provided that, upon prior written notice to the terms Administrative Agent, the Company may elect to increase the maximum Net Leverage Ratio permitted under this Section 6.18(a)(ii) to no more than 4.50 to 1.00 in connection with one or more Permitted Acquisitions consummated during any period of four consecutive fiscal quarters and conditions described abovehaving a total Aggregate Consideration for all such Permitted Acquisitions of not less than $250,000,000 (any such Permitted Acquisitions during any period of four consecutive fiscal quarters being collectively referred to as “Material Permitted Acquisitions”) for any period of four consecutive fiscal quarters, commencing with the fiscal quarter in which the most recent of such Material Permitted Acquisitions was consummated (and for any Calculation Period for purposes of determining the Net Leverage Ratio on a Pro Forma Basis); provided further that the maximum Net Leverage Ratio permitted under this Section 6.18(a)(ii) will decrease to the then applicable level for at least one fiscal quarter before becoming eligible to increase again to 4.50 to 1.00 for a new period of four consecutive fiscal quarters. For purposes of calculating the Net Leverage Ratio, Consolidated EBITDA shall be determined on a Pro Forma Basis in accordance with clause (iii) of the definition of Pro Forma Basis contained herein and Consolidated Net Indebtedness shall be determined on a Pro Forma Basis in accordance with the requirements of the definition of Pro Forma Basis contained herein.

Maximum Net Leverage Ratio. (a) The Parent shall Company will not permit the ratio (the “Net Leverage Ratio Ratio”), determined as of the end of each of its fiscal quarters ending on and after June 30, 2021, of (i) Consolidated Debt minus Qualified Cash, in each case as of the last day of any the applicable fiscal quarter (it being understood that such difference shall not be less than zero) to (ii) Consolidated EBITDA for the period of four consecutive fiscal quarters of then ended, all calculated for the Parent Company and its Subsidiaries on a consolidated basis, to exceed 3.75 be greater than 3.50 to 1.00; provided, that (i) the Company may, by written notice to the Administrative Agent for distribution to the Lenders and not more than two times during any five consecutive year the term of this Agreement, elect (an “Acquisition Holiday Election”) to increase the maximum Net Leverage Ratio permitted under this Section 6.01 10.2 to 4.25 4.00 to 1.00 as of the end of each of the first four (4) periods for a period of four consecutive fiscal quarters in connection with, and commencing with the first fiscal quarter ending on or after after, an Acquisition (the date of a Permitted Acquisition“Acquisition Holiday Election Quarter”) if, if the aggregate consideration paid or to be paid in respect of such Permitted Acquisition is equals or exceeds $75,000,000 (it being understood that the Net Leverage Ratio shall return to less than or equal to or greater 3.50 to 1.00 no later than $250,000,000 (any such four consecutive periods of four consecutive the fifth fiscal quarters quarter following such a Permitted Acquisition, an “Adjusted Covenant Period”the Acquisition Holiday Election Quarter) and the Company pays the additional fees required by Section 10.2(b). (iia) in connection with any such electionIf the Net Leverage Ratio exceeds 3.50 to 1.00 as permitted by Section 10.2(a), as evidenced by an Officer’s Certificate delivered pursuant to Section 7.2(a), the Company shall have delivered pay a fee on the aggregate outstanding principal amount of the Notes on a per annum basis equal to 0.75% (the “Additional Fee”). Such Additional Fee shall begin to accrue on the first day of the fiscal quarter following the fiscal quarter in respect of which such Officer’s Certificate was delivered, and shall, subject to the Administrative Agentimmediately succeeding sentence, at least five business days prior continue to consummating such Acquisition, notice of such Acquisition and pro forma calculations (in form and detail reasonably satisfactory accrue until the Company has provided an Officer’s Certificate pursuant to the Administrative AgentSection 7.2(a) demonstrating compliance with that, as of the maximum last day of the fiscal quarter in respect of which such Officer’s Certificate is delivered, the Net Leverage Ratio required by is not more than 3.50 to 1.00. In the foregoing clause event such Officer’s Certificate evidencing that the Net Leverage Ratio is not more than 3.50 to 1.00 is delivered, the Additional Fee shall cease to accrue on the last day of the fiscal quarter in respect of which such Officer’s Certificate is delivered. Within 10 Business Days of the delivery of an Officer’s Certificate pursuant to Section 7.2(a) evidencing that Net Leverage Ratio exceeds 3.50 to 1.00, the Company shall pay to each holder of a Note the amount attributable to the Additional Fee (the “Additional Fee Payment”) which shall be the product of (i) the aggregate outstanding principal amount of Notes held by such holder (it being understood and agreed or its predecessor(s) in interest) as of the first day that (A) the Company may not elect an Adjusted Covenant Period for at least two (2) fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant Additional Fee begins to accrue with respect to the foregoing clause period covered by such Officer’s Certificate, (iii) 0.75% (to reflect the Additional Fee) and (Biii) at 0.25 (to reflect that the end Additional Fee is payable quarterly). The Additional Fee Payment, if any, shall be paid quarterly by wire transfer of immediately available funds to each holder of the Notes in accordance with the terms of this Agreement. The payment of an Adjusted Covenant Period, the maximum Net Leverage Ratio permitted under this Section 6.01 Additional Fee shall revert to 3.75 to 1.00 as not constitute a waiver of the end any Default or Event of each subsequent fiscal quarter unless and until another Adjusted Covenant Period is elected pursuant to the terms and conditions described above)Default.