Consolidated Net Total Leverage Ratio. For any fiscal quarter ending on or after the IPO Closing Date, permit the Consolidated Net Total Leverage Ratio as of the end of any such fiscal quarter, (A) during a Specified Acquisition Period (x) if a Qualified Offering has not been consummated, to be greater than 5.00 to 1.00 and (y) if a Qualified Offering has been consummated, to be greater than 5.50 to 1.00 and (B) at all other times, (x) if a Qualified Offering has not been consummated, to be greater than 4.50 to 1.00 and (y) if a Qualified Offering has been consummated, to be greater than 5.00 to 1.00;
Consolidated Net Total Leverage Ratio. (a) Permit the Consolidated Net Total Leverage Ratio of Holdings as at the last day of any period of four consecutive fiscal quarters of Holdings ending on or nearest to the date set forth below to exceed the ratio set forth below opposite such date: February 1, 2014 3.75 to 1.00 May 3, 2014 3.75 to 1.00 August 2, 2014 3.75 to 1.00 November 1, 2014 3.75 to 1.00 January 31, 2015 3.50 to 1.00 May 2, 2015 3.50 to 1.00 August 1, 2015 3.50 to 1.00 October 31, 2015 3.50 to 1.00 January 30, 2016 and the last date of each fiscal quarter thereafter 3.25 to 1.00
(b) Notwithstanding anything to the contrary contained in Section 7.1, if Holdings fails to comply with the requirements of Section 7.1, then subject to the terms and conditions set forth in the definition of Consolidated EBITDA, Holdings shall have the right to effect a Specified Equity Contribution to cause compliance with Section 7.1 for the applicable period. The Borrowers shall give the Administrative Agent written notice (the “Cure Notice”) of a Specified Equity Contribution on or before the day the Specified Equity Contribution is consummated. Upon the delivery by the Borrowers of a Cure Notice, no Event of Default or Default shall be deemed to exist pursuant to Section 7.1 (and, subject to the next sentence, any such Default or Event of Default shall be retroactively considered not to have existed or occurred). If the Specified Equity Contribution is not consummated within 10 Business Days after the day on which financial statements are required to be delivered for the applicable fiscal quarter, each such Default or Event of Default shall be deemed reinstated.
Consolidated Net Total Leverage Ratio. For any fiscal quarter ending on or after the IPO Closing Date, permit the Consolidated Net Total Leverage Ratio as of the end of any such fiscal quarter, (x) if a Qualified Offering has not been consummated, to be greater than 4.50 to 1.00 and (y) if a Qualified Offering has been consummated, to be greater than 5.00 to 1.00.
(k) Section 7.11 is hereby amended by inserting the following new clause (g) in the appropriate alphabetical order:
Consolidated Net Total Leverage Ratio. The Borrower shall not permit the Consolidated Net Total Leverage Ratio as of the last day of any Fiscal Quarter to exceed 3.50:1.00.
Consolidated Net Total Leverage Ratio. Permit the Consolidated Net Total Leverage Ratio as of the end of any fiscal quarter during any Measurement Period of the Parent to be greater than the ratio set forth below opposite such period:
Consolidated Net Total Leverage Ratio. Permit the Consolidated Net Total Leverage Ratio as of the end of any fiscal quarter during any Measurement Period of the Parent to be greater than the ratio set forth below opposite such period: December 31, 2014 through December 31, 2015 3.75 : 1.00 March 31, 2016 2.75 : 1.00 June 30, 2016 2.50 : 1.00 September 30, 2016 2.25 : 1.00 December 31, 2016 through March 31, 2017 2.00 : 1.00 June 30, 2017 1.75 : 1.00 September 30, 2017 and all fiscal quarters thereafter 1.50 : 1.00 provided, that notwithstanding anything to the contrary in this Section 7.11(a) or elsewhere in this Agreement, commencing on the date of (i) consummation of the first Permitted Acquisition following the Second Restatement Date involving a purchase price (determined by including the maximum amount of Earnout Indebtedness payable in connection therewith as part of the purchase price) in excess of $5,000,000 and (ii) the funding of a Delayed Draw Term Loan the proceeds of which are used to finance such Permitted Acquisition (each such Permitted Acquisition being referred to herein as a “Qualifying Permitted Acquisition”), and on the date of consummation of each Qualifying Permitted Acquisition thereafter prior to the Delayed Draw Term Commitment Termination Date (each such date being referred to herein as a “Ratio Adjustment Date”) at the Lead Borrower’s request, or if required by the Administrative Agent, the Borrowers shall no longer be required to maintain compliance with the Consolidated Net Total Leverage Ratio set forth in this Section 7.11(a), but shall instead be required to maintain compliance with the Adjusted Consolidated Net Total Leverage Ratio set forth in Section 7.11(b).
Consolidated Net Total Leverage Ratio. (a) Permit the Consolidated Net Total Leverage Ratio of the Parent as at the last day of any period of four consecutive fiscal quarters of the Parent ending on or nearest to the date set forth below to exceed the ratio set forth below opposite such date: June 30, 2012 7.25 : 1.00 September 30, 2012 7.25 : 1.00 December 31, 2012 7.00 : 1.00 March 31, 2013 7.00 : 1.00 June 30, 2013 7.00 : 1.00 September 30, 2013 7.00 : 1.00 December 31, 2013 6.75 : 1.00 March 31, 2014 6.75 : 1.00 June 30, 2014 6.75 : 1.00 September 30, 2014 6.75 : 1.00 December 31, 2014 6.00 : 1.00 March 31, 2015 6.00 : 1.00 June 30, 2015 6.00 : 1.00 September 30, 2015 6.00 : 1.00 December 31, 2015 5.50 : 1.00 March 31, 2016 5.50 : 1.00 June 30, 2016 5.50 : 1.00 September 30, 2016 5.50 : 1.00 December 31, 2016 5.00 : 1.00 March 31, 2017 5.00 : 1.00 June 30, 2017 5.00 : 1.00 September 30, 2017 5.00 : 1.00 December 31, 2017 4.50 : 1.00 March 31, 2018 4.50 : 1.00 June 30, 2018 4.50 : 1.00 September 30, 2018 4.50 : 1.00 December 31, 2018 4.50 : 1.00
(b) Notwithstanding anything to the contrary contained in Section 7.1, if the Parent fails to comply with the requirements of Section 7.1, then subject to the terms and conditions set forth in the definition of Consolidated EBITDA, the Parent shall have the right to effect a Specified Equity Contribution to cause compliance with Section 7.1 for the applicable period. The Borrower shall give the Administrative Agent written notice (the “Cure Notice”) of a Specified Equity Contribution on or before the day the Specified Equity Contribution is consummated. Upon the delivery by the Borrower of a Cure Notice, no Event of Default or Default shall be deemed to exist pursuant to Section 7.1 (and, subject to the next sentence, any such Default or Event of Default shall be retroactively considered not to have existed or occurred). If the Specified Equity Contribution is not consummated within 10 Business Days after the day on which financial statements are required to be delivered for the applicable fiscal quarter, each such Default or Event of Default shall be deemed reinstated.
Consolidated Net Total Leverage Ratio. Permit the Consolidated Net Total Leverage Ratio as at the last day of any fiscal quarter of the Borrower to exceed 4.00:1.00.
