Common use of Maximum Leverage Ratio Clause in Contracts

Maximum Leverage Ratio. Permit the Leverage Ratio at the end of any fiscal quarter to be greater than: 3.5 to 1.0; provided that the Company may, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 to 1.0 as of the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(ii), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 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); or

Maximum Leverage Ratio. Permit the Leverage Ratio at the end of any fiscal quarter to be greater than: 3.5 to 1.0; provided that the The Company maywill not, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 to 1.0 as of the end last day of any each fiscal quarter of the Company during which (commencing with the fiscal quarter ending December 31, 2021), permit the Leverage Ratio to be greater than the applicable level set forth below adjacent to such fiscal quarter (the level at each applicable test date, the “Maximum Leverage Ratio”): Fiscal Quarter Ending: Maximum Leverage Ratio December 31, 2021 4.50 to 1.00 March 31, 2022 4.00 to 1.00 June 30, 2022 and thereafter 3.50 to 1.00 ; provided that if a Qualified Qualifying Acquisition has been is consummated and at any time after March 31, 2022, the three (3) consecutive Company may elect to increase the Maximum Leverage Ratio for each of the six fiscal quarters ending immediately following such thereafter (commencing with the fiscal quarter during which such Qualifying Acquisition is consummated) to the levels set forth in the table below (each such period of four (4) consecutive six fiscal quartersquarters during which the Maximum Leverage Ratio is so increased, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Leverage Increase Period”); provided, further, further that (i) the Company shall provide notice in writing to the case Administrative Agent of this clause its election to implement such Leverage Increase Period and a description of such Qualifying Acquisition (a)(ii)regarding the name of the Person or assets being acquired, the applicable maximum purchase price and the pro forma Leverage Ratio shall be reduced by 0.25:1.00 at immediately after giving effect thereto) and (ii) after the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this AgreementLeverage Increase Period, the Company may elect no more than two Qualified to implement a new Leverage Increase Period in connection with a subsequent Qualifying Acquisition Adjusted Covenant Periods and no more than so long as one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following quarter has elapsed since the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end most recent Leverage Increase Period: Fiscal Quarters Ending After Date of an Adjusted Covenant Period, the maximum Consummation of Qualifying Acquisition: Maximum Leverage Ratio permitted under this Section 6.08(a) shall revert First and second fiscal quarters ending thereafter 4.25 to 3.5 1.00 Third and fourth fiscal quarters ending thereafter 4.00 to 1.0 as of the end of each subsequent 1.00 Fifth and sixth fiscal quarter unless and until another Adjusted Covenant Period is elected pursuant quarters ending thereafter 3.75 to the terms and conditions described above); or1.00

Maximum Leverage Ratio. Permit The ratio of (i) Consolidated Funded Debt to (ii) Gross Asset Value (the “Leverage Ratio”), to exceed 0.60 to 1.0 at any time; provided, however, (A) upon the election of the Borrower, if a member of the Consolidated Group consummates an acquisition or merger permitted by Section 9.4. the Leverage Ratio may be increased to, and the Borrower shall not permit the Leverage Ratio to exceed, 0.65 to 1.0 at any time during the end of any consecutive four-fiscal quarter to be greater than: 3.5 to 1.0; provided period that the Company may, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 to 1.0 begins as of the end first day of any the fiscal quarter of in which such acquisition or merger was consummated (the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Leverage Ratio Increase Period”) and (iiB)(I) 4.5 Consolidated Funded Debt shall be adjusted by deducting therefrom an amount equal to 1.0 as the lesser of (x) the amount by which the unrestricted cash and cash equivalents of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(ii), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 Consolidated Group at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the such fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, exceeds $35,000,000 and (y) Consolidated Funded Debt that by its terms is scheduled to mature on or before the Company date that is 24 months from the date of calculation, and (II) Gross Asset Value shall be adjusted by deducting therefrom the amount by which Consolidated Funded Debt is adjusted under the preceding clause (B)(I) of this proviso; provided further, however, that the Borrower may not elect any Adjusted Covenant Period for at least to increase the Leverage Ratio as provided in clause (A) of this proviso (x) more than two times during the term of this Agreement and (y) unless one full fiscal quarters following quarter has elapsed between the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum first Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 as Increase Period and the beginning 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); orsecond Leverage Ratio Increase Period.

Maximum Leverage Ratio. Permit The Company will not permit the Net Leverage Ratio Ratio, as calculated at the end of any each fiscal quarter ending after the Closing Date, to be greater than: 3.5 than 3.75 to 1.01.00; provided provided, however, that (1) if the Company mayhas delivered the Maximum Leverage Increase Notice, so long as no Event of Default or Potential Default exists at such time the maximum permitted Net Leverage Ratio shall increase to 4.25 to 1.00 as calculated at the end of the four fiscal quarters following delivery of the Maximum Leverage Increase Notice (such period of time being the “Increased Net Leverage Ratio Period”) and (2) with respect to any acquisition for which the aggregate consideration is $100,000,000 or greater (a “Material Acquisition”), and upon written request by written notice the Company delivered to the Administrative Agent for distribution to no later than 30 days following the Lendersconsummation of such Material Acquisition, elect to increase the maximum permitted Net Leverage Ratio permitted under this Section 6.08(a) shall increase to (i) 4.0 4.25 to 1.0 1.00 as of calculated at the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive four fiscal quarters ending immediately following such fiscal quarter Material Acquisition (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, time being an “Additional Qualified Acquisition Adjusted Covenant PeriodIncreased Net Leverage Ratio Period Due to Material Acquisition”); provided, further, that (i) there shall be no more than eight consecutive fiscal quarters in which the case maximum permitted Net Leverage Ratio is 4.25 to 1.00, and (ii) there shall be at least four fiscal quarters in which the Net Leverage Ratio does not exceed 3.75 to 1.00 between any two Increased Net Leverage Ratio Periods Due to Material Acquisition; provided, however that the requirements of this clause (a)(ii), ii) shall not be applicable in connection with the applicable maximum first Increased Net Leverage Ratio Period Due to Material Acquisition (if any) elected by the Company after December 16, 2021 but such requirements of this clause (ii) shall be reduced applicable for each Net Leverage Ratio Period Due to Material Acquisition (if any) elected by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 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); orthereafter.”

Maximum Leverage Ratio. Permit The Company shall not permit the Leverage Ratio at the end of any fiscal quarter to be greater than: 3.5 to 1.0; provided that the Company may, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 to 1.0 as of the end of any fiscal quarter of the Company during for the four fiscal quarter period ending on such date (such four fiscal quarter period referred to as a “Testing Period”) to be greater than 3.50:1.00. Notwithstanding the foregoing: (i) at the election of the Company (the notice of which election shall be given within thirty (30) days after consummating the relevant Qualified Acquisition), the level set forth above shall be increased to 4.00:1.00 in connection with a Qualified Acquisition has been for four consecutive Testing Periods (and no other Testing Periods), starting with the Testing Period in which such Qualified Acquisition is consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant PeriodElection”) and ); (ii) 4.5 to 1.0 as of at the end of any fiscal quarter election of the Company during (the notice of which an Additional election shall be given within thirty (30) days after consummating the relevant Specified Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(iiAcquisition), the level set forth above shall be increased to 4.50:1.00 in connection with a Specified Qualified Acquisition for eight consecutive Testing Periods (and no other Testing Periods), starting with the Testing Period in which such Specified Qualified Acquisition is consummated; provided that the applicable maximum Leverage Ratio level shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth seventh full fiscal quarters ending after the fiscal quarter in which the Additional Specified Qualified Acquisition is consummated. Notwithstanding consummated (a “Specified Qualified Acquisition Election” and, together with any Qualified Acquisition Election, an “Acquisition Election” ); and (iii) (A) the foregoing, Company may make an Acquisition Election no more than twice during the life of this Agreement and (xB) the Company may make no more than one Specified Qualified Acquisition Election during any five consecutive year term the life of this Agreement; and (iv) upon the return to a maximum Leverage Ratio of 3.50:1.00 after any Acquisition Election, such level must be maintained for at least two Testing Periods before the Company may elect no more than to increase such level for a subsequent time pursuant to any Acquisition Election; provided further that (x) the Leverage Ratio shall remain at or below 3.50:1.00 for two consecutive Testing Periods before it may elect to increase the maximum Leverage Ratio on the terms set forth in this Section 7.07 in connection with a Qualified Acquisition Adjusted Covenant Periods and no more than one Additional or Specified Qualified Acquisition Adjusted Covenant Period, and (y) the Company may, at any time prior to the immediately succeeding fiscal quarter end, elect to reduce its maximum Leverage Ratio level to 3.50:1.00 for such fiscal quarter end and each fiscal quarter end thereafter by delivering an irrevocable written notice of such election to the Administrative Agent; thereafter, the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, increase the maximum Leverage Ratio permitted under level on the terms set forth in this Section 6.08(a) shall revert to 3.5 to 1.0 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); or7.07 in connection with a Qualified Acquisition or Specified Qualified Acquisition after its Leverage Ratio remains below 3.50:1.00 for two consecutive Testing Periods.

Maximum Leverage Ratio. Permit The Company shall not permit the Leverage Ratio at the end of any fiscal quarter to be greater than: 3.5 to 1.0; provided that the Company may, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 to 1.0 as of the end of any fiscal quarter of the Company during for the four fiscal quarter period ending on such date (such four fiscal quarter period referred to as a “Testing Period”) to be greater than 3.50:1.0, provided that (i) at the election of the Company (the notice of which election shall be given within thirty (30) days after consummating the relevant Qualified Acquisition), the level set forth above shall be increased by 0.50:1.0 (a “half-turn”) in connection with a Qualified Acquisition has been consummated for four consecutive Testing Periods (and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(iino other Testing Periods), starting with the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter Testing Period in which the Additional such Qualified Acquisition is consummated. Notwithstanding the foregoing, (xii) the Company may make such an election no more than twice during any five consecutive year term the life of this Agreement (or, if the Maturity Date of the Revolving Credit Loans has been extended pursuant to Section 2.17, no more than three times during the life of this Agreement) and (iii) upon the return to a maximum Leverage Ratio of 3.50:1.0 after any such election, such level must be maintained for at least two Testing Periods before the Company may elect to increase such level for a subsequent time; provided further that in respect of Testing Periods occurring on or prior to June 30, 2017, (A) the Leverage Ratio of the Company shall not be greater than (1) 4.25:1.0 for the Testing Periods ending June 30, 2016 and September 30, 2016, respectively (2) 4.00:1.0 for the Testing Period ending December 31, 2016 and (3) 3.75:1.0 for the Testing Periods ending March 31, 2017 and June 30, 2017, respectively (B) the Leverage Ratio shall remain at or below 3.50x for two consecutive Testing Periods before it may elect to increase the maximum level from 3.50x to 4.00x pursuant to this Section 7.07 in connection with a Qualified Acquisition and (C) the Company may, at any time prior to the immediately succeeding fiscal quarter end, elect to reduce its maximum Leverage Ratio to 3.50x for such fiscal quarter end and each fiscal quarter end thereafter by delivering an irrevocable written notice of such election to the Administrative Agent; thereafter, the Company may elect no more than two to increase the maximum level from 3.50x to 4.00x pursuant to this Section 7.07 in connection with a Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum after its Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 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); orremains below 3.50x for two consecutive Testing Periods.

Maximum Leverage Ratio. Permit The Company will not permit the Net Leverage Ratio Ratio, as calculated at the end of any each fiscal quarter ending after the Closing Date, to be greater than: 3.5 than 3.75 to 1.01.00; provided provided, however, that (1) if the Company mayhas delivered the Maximum Leverage Increase Notice, so long as no Event of Default or Potential Default exists at such time the maximum permitted Net Leverage Ratio shall increase to 4.25 to 1.00 as calculated at the end of the four fiscal quarters following delivery of the Maximum Leverage Increase Notice (such period of time being the "Increased Net Leverage Ratio Period") and (2) with respect to any acquisition for which the aggregate consideration is $100,000,000 or greater (a “Material Acquisition”), and upon written request by written notice the Company delivered to the Administrative Agent for distribution to no later than 30 days following the Lendersconsummation of such Material Acquisition, elect to increase the maximum permitted Net Leverage Ratio permitted under this Section 6.08(a) shall increase to (i) 4.0 4.25 to 1.0 1.00 as of calculated at the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive four fiscal quarters ending immediately following such fiscal quarter Material Acquisition (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, time being an “Additional Qualified Acquisition Adjusted Covenant PeriodIncreased Net Leverage Ratio Period Due to Material Acquisition”); provided, further, that (i) there shall be no more than one Increased Net Leverage Ratio Period, and (ii) there shall be at least four fiscal quarters in which the case Net Leverage Ratio does not exceed 3.75 to 1.00 between any two Increased Net Leverage Ratio Periods Due to Material Acquisition; provided, however that the requirements of this clause (a)(ii), ii) shall not be applicable in connection with the applicable maximum first Increased Net Leverage Ratio Period Due to Material Acquisition (if any) elected by the Company after December 16, 2021 but such requirements of this clause (ii) shall be reduced applicable for each Net Leverage Ratio Period Due to Material Acquisition (if any) elected by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 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); orthereafter.

Maximum Leverage Ratio. Permit The Company will not permit the Net Leverage Ratio Ratio, as calculated at the end of any each fiscal quarter ending after the Closing Date, to be greater than: 3.5 than 3.75 to 1.01.00; provided provided, however, that (1) if the Company mayhas delivered the Maximum Leverage Increase Notice, so long as no Event of Default or Potential Default exists at such time the maximum permitted Net Leverage Ratio shall increase to 4.25 to 1.00 as calculated at the end of the four fiscal quarters following delivery of the Maximum Leverage Increase Notice (such period of time being the "Increased Net Leverage Ratio Period") and (2) with respect to any acquisition for which the aggregate consideration is $100,000,000 or greater (a “Material Acquisition”), and upon written request by written notice the Company delivered to the Administrative Agent for distribution to no later than 30 days following the Lendersconsummation of such Material Acquisition, elect to increase the maximum permitted Net Leverage Ratio permitted under this Section 6.08(a) shall increase to (i) 4.0 4.25 to 1.0 1.00 as of calculated at the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive four fiscal quarters ending immediately following such fiscal quarter Material Acquisition (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, time being an “Additional Qualified Acquisition Adjusted Covenant PeriodIncreased Net Leverage Ratio Period Due to Material Acquisition”); provided, further, that (i) there shall be no more than one Increased Net Leverage Ratio Period, and (ii) there shall be at least four fiscal quarters in which the case Net Leverage Ratio does not exceed 3.75 to 1.00 between any two Increased Net Leverage Ratio Periods Due to Material Acquisition; provided, however that the requirements of this clause (a)(ii), ii) shall not be applicable in connection with the applicable maximum first Increased Net Leverage Ratio Period Due to Material Acquisition (if any) elected by the Company after December 16, 2021 but such requirements of this clause (ii) shall be reduced applicable for each Net Leverage Ratio Period Due to Material Acquisition (if any) elected by 0.25:1.00 at the end Company thereafter." (r) The following new Section 10.13 is hereby inserted into the Credit Agreement immediately following Section 10.12 of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Credit Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 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); or:

Maximum Leverage Ratio. Permit The Borrower shall not permit the ratio of (i) the sum of all Indebtedness of the Borrower and its Subsidiaries minus, solely for the purposes of the calculation of the Covenant Leverage Ratio pursuant to this Section 7.4(A), Receivables Facility Attributed Indebtedness to (ii) EBITDA (such ratio, the “Covenant Leverage Ratio”) at any time to be greater than 3.50 to 1.00; provided that if, at the end of any fiscal quarter, the Covenant Leverage Ratio is greater than 3.50 to 1.00 and the Borrower has entered into a transaction or transactions, including, but not limited to, Permitted Acquisitions or repurchases of the Borrower's Capital Stock within the two most recently ended fiscal quarters (including such fiscal quarter) (a fiscal quarter to in which all such conditions are satisfied, a “Trigger Quarter”), then the Covenant Leverage Ratio may be greater than: 3.5 than 3.50 to 1.01.00 but shall not exceed 4.00 to 1.00 for such Trigger Quarter and the next succeeding three fiscal quarters; provided that that, following the Company mayoccurrence of a Trigger Quarter, by written notice no subsequent Trigger Quarter shall be deemed to have occurred or to exist for any reason unless and until the Administrative Agent for distribution to the Lenders, elect to increase the maximum Covenant Leverage Ratio permitted under this Section 6.08(a) has returned to (i) 4.0 less than or equal to 1.0 3.50 to 1.00 as of the end of any at least one fiscal quarter following the occurrence of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”)initial Trigger Quarter; provided, further, that in the case of this clause (a)(ii)further that, the applicable maximum Covenant Leverage Ratio shall return to less than or equal to 3.50 to 1.00 no later than the fourth fiscal quarter after such initial Trigger Quarter. The Covenant Leverage Ratio shall be reduced by 0.25:1.00 at the end calculated as of the secondlast day of each fiscal quarter based upon (a) for Indebtedness and Receivables Facility Attributed Indebtedness, fourthIndebtedness and Receivables Facility Attributed Indebtedness, sixth as the case may be, as of the last day of each such fiscal quarter; and eighth full fiscal quarters (b) for EBITDA, the actual amount for the four-quarter period ending after on such day, calculated, with respect to Permitted Acquisitions, on a proforma basis using unadjusted historical audited and reviewed unaudited financial statements obtained from the seller (with the EBITDA component thereof broken down by fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 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 aboveBorrower’s reasonable judgment); or.

Maximum Leverage Ratio. Permit the Leverage Ratio at the end of any fiscal quarter to be greater than: 3.5 to 1.0; provided provided, that (i) prior to the Specified Acquisition Closing Date, 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 Leverage Ratio permitted under this Section 6.08(a) to 4.0 to 1.0 as of the end of a Specified Quarter any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such Specified Quarterfiscal quarter (each such period of four (4) consecutive fiscal quarters, xxx “Qualified Acquisition Adjusted Covenant Period”) and (ii) notwithstanding the foregoing clause (i), after the Specified Acquisition Closing Date, the Company may, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (iA) 4.0 to 1.0 as of the end of any fiscal quarter of the Company that occurs during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”) Period and (iiB) 4.5 to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(iia)(ii)(B), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any anany Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses the foregoing clause (iclauses (a)(i), (a)(ii)(A) or (a)(iia)(ii)(B) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 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)); or

Maximum Leverage Ratio. Permit The Company shall not permit the Leverage Ratio at the end of any fiscal quarter to be greater than: 3.5 to 1.0; provided that the Company may, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 to 1.0 as of the end of any fiscal quarter of the Company during for the four fiscal quarter period ending on such date (such four fiscal quarter period referred to as a “Testing Period”) to be greater than 3.50 to 1.0, provided that at the election of the Company (the notice of which election shall be given within thirty (30) days after consummating the relevant Qualified Acquisition), the level set forth above shall be increased by 0.50:1.00 (a “half-turn”) in connection with a Qualified Acquisition has been consummated for four consecutive Testing Periods (and no other Testing Periods), starting with the three (3) consecutive fiscal quarters ending immediately following Testing Period in which such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”is consummated; provided further that (i) and [reserved], (ii) 4.5 the Company may make such an election no more than twice during the life of this Agreement and (iii) upon the return to a maximum Leverage Ratio of 3.5 to 1.0 after the Company’s first such election, such level must be maintained for at least two Testing Periods before the Company may elect to increase such level for an additional time; provided further that (i) If the SunGard Closing Date occurs on or prior to January 31, 2016, the Leverage Ratio of the Company shall not be greater than (A) as of the end of any fiscal quarter of ending after the Company during which an Additional Qualified Acquisition has been consummated SunGard Closing Date until and including the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter ending June 30, 2016, 4.25x (each such period of nine (9) consecutive with the first testing date for the Leverage Ratio after the SunGard Closing Date to be the first full fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in quarter after the case of this clause (a)(iiSunGard Closing Date), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at (B) as of the end of the secondfiscal quarter ending September 30, fourth2016, sixth and eighth full 4.00x, (C) as of the end of the fiscal quarters ending December 31, 2016 and March 31, 2017, respectively, 3.75x and (D) thereafter, 3.50x; and (ii) if the SunGard Closing Date occurs after January 31, 2016, the Leverage Ratio of the Company shall not be greater than (A) as of the end of any fiscal quarter ending after the SunGard Closing Date until and including the fiscal quarter ending September 30, 2016, 4.25x (with the first testing date for the Leverage Ratio after the SunGard Closing Date to be the first full fiscal quarter after the SunGard Closing Date), (B) as of the end of the fiscal quarter ending December 31, 2016, 4.00x, (C) as of the end of the fiscal quarters ending March 31, 2017 and June 30, 2017, respectively, 3.75x and (D) thereafter, 3.50x (provided that, in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoingeach case of clauses (i) and (ii) above in this proviso, (x) during any five the Leverage Ratio shall remain below 3.50x for two consecutive year term of this Agreement, the Company Testing Periods before it may elect no more than two to increase the maximum level from 3.50x to 4.00x pursuant to this Section 7.10 in connection with a Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not may, at any time prior to the immediately succeeding fiscal quarter end, elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the reduce its maximum Leverage Ratio permitted under to 3.50x for such fiscal quarter end and each fiscal quarter end thereafter by delivering an irrevocable written notice of such election to the Administrative Agent; thereafter, the Company may elect to increase the maximum level from 3.50x to 4.00x pursuant to this Section 6.08(a7.10 in connection with a Qualified Acquisition after its Leverage Ratio remains below 3.50x for two consecutive Testing Periods). Notwithstanding anything set forth herein, until the earlier to occur of either (A) the SunGard Closing Date and (B) thirty-five (35) days after the earlier to occur of (i) the SunGard Termination Date and (ii) the termination or expiration of the SunGard Acquisition Agreement, any Indebtedness incurred by any Restricted Company to finance the SunGard Transactions shall be disregarded for the purpose of calculating the Leverage Ratio so long as the cash proceeds of such Indebtedness are held by, or on behalf of, the Company (which shall be deemed to include all funds held by a collateral agent or trustee as contemplated by Section 7.01(n) hereof). If at any time the covenant regarding the “Leverage Ratio” (as defined in the Existing Credit Agreement) in the Existing Credit Agreement (or any component of defined terms used therein) is amended (or, at the election of the Company pursuant to Section 7.10(a) or any other provision of the Existing Credit Agreement, the covenant level is permanently reduced) so that such covenant becomes more restrictive than the covenant set forth in this Section 7.10(a), this Section 7.10(a) shall revert be deemed to 3.5 to 1.0 as of the end of each subsequent fiscal quarter unless be automatically amended and until another Adjusted Covenant Period is elected pursuant to the terms and conditions described abovereplaced with such more restrictive covenant (or such reduced covenant level); or.

Maximum Leverage Ratio. Permit The Company will not permit the ratio (the “Leverage Ratio at Ratio”), determined as of the end last day of any each of its fiscal quarters ending on and after June 30, 2022, of (i) (x) Consolidated Indebtedness minus (y) the Liquidity Amount, in each case as of the last day of such fiscal quarter to (ii) Consolidated EBITDA for the period of four consecutive fiscal quarters ending with the last day of such fiscal quarter, all calculated for the Company and its Subsidiaries on a consolidated basis, to be greater than: 3.5 than 3.50 to 1.01.00; provided that the Company may, by written notice to the Administrative Agent for distribution holders of Notes (which notice may be in a compliance certificate delivered pursuant to Section 9.1(c) with respect to an applicable fiscal quarter) and not more than twice during the Lendersterm of this Agreement, elect to (x) increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 4.00 to 1.0 as of 1.00 for a period commencing with the end of any fiscal quarter of quarters in which the Company during which a Qualified Acquisition has been consummated applicable acquisition occurs and the three (3) four consecutive fiscal quarters ending immediately following such thereafter in connection with an acquisition that involves the payment of consideration by the Company and/or its Subsidiaries in excess of $75,000,000 occurring during the fiscal quarter quarters in which the applicable acquisition occurs (each such period of four (4) consecutive fiscal quartersperiod, a an “Qualified Acquisition Adjusted Covenant Period”) and (iiy) 4.5 to 1.0 as of notwithstanding the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this foregoing clause (a)(iix), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any an Adjusted Covenant Period for at least two full fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses the preceding clause (a)(ix) or (a)(ii) (it being understood for a new period commencing with the fiscal quarter in which the applicable acquisition occurs and agreed that at the end four consecutive fiscal quarters ending thereafter. For purposes of an Adjusted Covenant Period, the maximum Leverage Ratio permitted calculations under this Section 6.08(a) 10.9(a), Consolidated Indebtedness shall revert to 3.5 to 1.0 as not include 75% of the end principal amount of each subsequent fiscal quarter unless and until another Adjusted Covenant Period is elected pursuant any mandatorily convertible unsecured bonds, debentures, preferred stock or similar instruments in a principal amount not to exceed $500,000,000 in the terms and conditions described above); oraggregate during the term of this Agreement which are payable in no more than three years (whether by redemption, call option or otherwise) solely in common stock or other common equity interests.

Maximum Leverage Ratio. Permit Beginning with the fiscal quarter ending March 31, 2017, the Borrower will not permit the Leverage Ratio at Ratio, determined as of the end of any each of its fiscal quarter quarters for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Borrower and its Restricted Subsidiaries on a consolidated basis to be greater than: 3.5 than 2.75 to 1.01.00; provided that the Company Borrower may, by written notice only twice during the term of this Agreement in connection with a Permitted Acquisition for which the aggregate consideration paid or to the Administrative Agent for distribution to the Lendersbe paid in respect thereof equals or exceeds $100,000,000, elect to increase the maximum Leverage Ratio permitted under hereunder to 3.25 to 1.00 for a period of four consecutive fiscal quarters commencing with the fiscal quarter in which such Permitted Acquisition occurs (any such election in respect of the maximum Leverage Ratio pursuant to this Section 6.08(a6.10(a) being referred to as an “Acquisition Holiday”); provided further that, notwithstanding the foregoing, at least two (i2) 4.0 to 1.0 as of consecutive full fiscal quarters must elapse between the end of the first Acquisition Holiday and the beginning of the second Acquisition Holiday. Notwithstanding the foregoing or anything to the contrary set forth herein, (x) for the fiscal quarters [ending]occurring during the period beginning with the quarter ended March 31, 2020[, June 30, 2020, September 30, 2020, December 31, 2020,] and ending with the quarter ending March 31, [2021]2022, the Borrower shall not be required to comply with the requirements of this Section 6.10(a), [and ]shall not be required to deliver any [reporting in respect of this covenant]; (y) for the fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quartersJune 30, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(ii)[2021, the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at 3.00 to 1.00 instead of 2.75 to 1.00,] the end Acquisition Holiday shall not be available[, and the Borrower shall have to deliver ]reporting in respect of this covenantreporting in respect of this covenant, and the second, fourth, sixth Acquisition Holiday shall not be available; [and eighth full fiscal quarters ending after (z](y) for the fiscal quarter in which ending [September]June 30, [2021]2022, and for each fiscal quarter thereafter, the Additional Qualified Acquisition is consummated. Notwithstanding Borrower shall comply with the foregoing, (x) during any five consecutive year term terms of this AgreementSection 6.10(a) as contemplated above, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, including all reporting requirements; and (yz) Consolidated EBITDA shall be annualized for the Company may not elect any Adjusted Covenant Period following fiscal quarters: (i) for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 as of the end of each subsequent fiscal quarter unless ending June 30, 2022, actual Consolidated EBITDA for such quarter multiplied by 4; (ii) for the fiscal quarter ending September 30, 2022, actual Consolidated EBITDA for the two-quarter period then ending multiplied by 2; and until another Adjusted Covenant Period is elected pursuant to (iii) for the terms and conditions described above); orfiscal quarter ending December 31, 2022, actual Consolidated EBITDA for the three-quarter period then ending multiplied by 4/3.

Maximum Leverage Ratio. Permit The ratio of (i) Consolidated Funded Debt to (ii) Gross Asset Value (the “Leverage Ratio”), to exceed 0.60 to 1.0 at any time; provided, however, (A) upon the election of the Borrower, if a member of the Consolidated Group consummates an acquisition or merger permitted by Section 9.4 the Leverage Ratio may be increased to, and the Borrower shall not permit the Leverage Ratio to exceed, 0.65 to 1.0 at any time during the end of any consecutive four-fiscal quarter to be greater than: 3.5 to 1.0; provided period that the Company may, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 to 1.0 begins as of the end first day of any the fiscal quarter of in which such acquisition or merger was consummated (the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Leverage Ratio Increase Period”) and (iiB)(I) 4.5 Consolidated Funded Debt shall be adjusted by deducting therefrom an amount equal to 1.0 as the lesser of (x) the amount by which the unrestricted cash and cash equivalents of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(ii), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 Consolidated Group at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the such fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, exceeds $35,000,000 and (y) Consolidated Funded Debt that by its terms is scheduled to mature on or before the Company date that is 24 months from the date of calculation, and (II) Gross Asset Value shall be adjusted by deducting therefrom the amount by which Consolidated Funded Debt is adjusted under the preceding clause (B)(I) of this proviso; provided further, however, that the Borrower may not elect any Adjusted Covenant Period for at least to increase the Leverage Ratio as provided in clause (A) of this proviso (x) more than two times during the term of this Agreement and (y) unless NAI-1532684191v1 ​ one full fiscal quarters following quarter has elapsed between the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum first Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 as Increase Period and the beginning 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); orsecond Leverage Ratio Increase Period.

Maximum Leverage Ratio. Permit The Borrower shall not permit the ratio (the "Leverage Ratio at Ratio") of (i) the end sum of any fiscal quarter (a) Indebtedness for borrowed money and (b) Capitalized Lease Obligations to (ii) EBITDA to be greater than: 3.5 to 1.0; provided that the Company may, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to : (i) 4.0 6.50 to 1.0 1.00 for the fiscal quarter ending March 31, 2000; and (ii) 6.80 to 1.00 for the fiscal quarter ending June 30, 2000; and (iii) 6.00 to 1.00 for the fiscal quarter ending September 30, 2000; and (iv) 5.75 to 1.00 for the fiscal quarter ending December 31, 2000; and (v) 5.50 to 1.00 for each fiscal quarter for the period commencing with the fiscal quarter ending March 31, 2001 through the fiscal quarter ending June 30, 2001; and (vi) 5.25 to 1.00 for the fiscal quarter ending September 30, 2001; and (vii) 4.75 to 1.00 for the fiscal quarter thereafter until the Termination Date. The Leverage Ratio shall be calculated, in each case, determined as of the end last day of any each fiscal quarter based upon (a) for Indebtedness for borrowed money and Capitalized Lease Obligations, Indebtedness for borrowed money and Capitalized Lease Obligations as of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following last day of each such fiscal quarter; and (b) for EBITDA, the actual amount for the four-quarter period ending on such day; provided, however, that for purposes of calculating Indebtedness for each fiscal quarter through and including the fiscal quarter ending December 31, 1997, Indebtedness shall exclude all liabilities in connection with the overdraft facilities maintained by the Borrower and its Subsidiaries in the United Kingdom." 2.25. SECTION 7.4(C) of the Credit Agreement is hereby amended (each such period of four (4i) consecutive fiscal quartersto delete the phrase "$40,000,000" now appearing therein and to substitute "$50,000,000" therefor, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as delete the phrase "June 30, 1998" now appearing therein and to substitute "June 30, 2000" therefor. 2.26. The table setting forth the Revolving Loan Commitments of the end Lenders on EXHIBIT A to the Credit Agreement is hereby amended and restated in the form of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated Attachment A to this Amendment, and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that Credit Agreement is hereby amended to include a new EXHIBIT K in the case form of Attachment B to this clause (a)(ii), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 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); orAmendment.

Maximum Leverage Ratio. Permit The Parent shall not permit the Leverage Ratio on the last day of any period of four consecutive fiscal quarters of the Parent to exceed 3.50 to 1.00; provided, however, that, after the closing of the ERICO Acquisition, such ratio may not exceed: (a) 4.50 to 1.00 as of the last day of any period of four consecutive fiscal quarters of the Parent ending on or prior to June 30, 2016; (b) 4.25 to 1.00 as of the last day of the period of four consecutive fiscal quarters of the Parent ending on September 30, 2016; (c) 4.00 to 1.00 as of the last day of the period of four consecutive fiscal quarters of the Parent ending on December 31, 2016; (d) 3.75 to 1.00 as of the last day of any period of four consecutive fiscal quarters of the Parent ending after December 31, 2016, but on or prior to June 30, 2017; and (e) 3.50 to 1.00 as of the last day of any period of four consecutive fiscal quarters of the Parent ending thereafter.” (e) Section 6.14 is amended by changing the heading thereof to “Swiss Parent Guarantee; Subsidiary Guarantees”; by inserting “ (a) immediately before the text thereof; by changing the reference to “$25,000,000” therein to “$75,000,000”; and by inserting at the end thereof the following new paragraph (b): (b) Any Subsidiary of the Parent (other than the Company) that shall at any fiscal quarter to be greater than: 3.5 to 1.0; provided that time have in effect a Guarantee of the Senior Notes and/or any other Debt of the Company may, by written notice or the Parent (other than Debt under this Agreement) in an aggregate outstanding principal amount that exceeds $75,000,000 shall promptly execute and deliver to the Administrative Agent for distribution a Guarantee of the Obligations, on substantially the terms set forth in Article X and otherwise reasonably satisfactory in form and substance to the LendersAdministrative Agent, elect together with such evidence (including, if requested, one or more legal opinions) of its authority to increase enter into such Guarantee and of the maximum Leverage Ratio permitted under this Section 6.08(a) to enforceability thereof as the Administrative Agent shall reasonably request. Unless the Company elects otherwise, any such Guarantee shall provide that (i) 4.0 to 1.0 it will terminate at such time as (A) such Subsidiary shall no longer have in effect a Guarantee of the end Senior Notes or of any fiscal quarter other Debt of the Company during which a Qualified Acquisition has been consummated or the Parent (other than Debt under this Agreement) in an aggregate outstanding principal amount that exceeds $75,000,000 and the three (3B) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period no Default or Event of four (4) consecutive fiscal quartersDefault shall have occurred and be continuing, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 it will terminate if such Subsidiary ceases to 1.0 as be a Subsidiary of the end Parent as the result of a transaction not prohibited hereby. Notwithstanding any fiscal quarter provision hereof to the contrary, this Section 6.14(b) shall not apply to any Subsidiary with respect to which, in the reasonable judgment of the Company during which an Additional Qualified Acquisition has been consummated Administrative Agent and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(ii)Company, the applicable maximum Leverage Ratio shall cost or other consequences of causing such Subsidiary to deliver such a Guarantee would be reduced by 0.25:1.00 at the end excessive in view of the second, fourth, sixth and eighth full fiscal quarters ending after benefits to be obtained by the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 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); orLenders therefrom.”

Maximum Leverage Ratio. Permit Beginning with the fiscal quarter ending March 31, 2017, the Borrower will not permit the Leverage Ratio at Ratio, determined as of the end of any each of its fiscal quarter quarters for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Borrower and its Restricted Subsidiaries on a consolidated basis to be greater than: 3.5 than 2.75 to 1.01.00; provided that the Company Borrower may, by written notice only twice during the term of this Agreement in connection with a Permitted Acquisition for which the aggregate consideration paid or to the Administrative Agent for distribution to the Lendersbe paid in respect thereof equals or exceeds $100,000,000, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) hereunder to (i) 4.0 3.25 to 1.0 as 1.00 for a period of the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) four consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(ii), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after commencing with the fiscal quarter in which such Permitted Acquisition occurs (any such election in respect of the Additional Qualified maximum Leverage Ratio pursuant to this Section 6.10(a) being referred to as an “Acquisition is consummatedHoliday”); provided further that, notwithstanding the foregoing, at least two (2) consecutive full fiscal quarters must elapse between the end of the first Acquisition Holiday and the beginning of the second Acquisition Holiday. Notwithstanding the foregoingforegoing or anything to the contrary set forth herein, (x) for the fiscal quarters occurring during any five consecutive year term the period beginningcommencing with the quarter ended March 31, 2020 and ending with the quarter ending March 31, 2022thereafter, the Borrower shall not be required to comply with the requirements of this AgreementSection 6.10(a), the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Periodshall not be required to deliver any reporting in respect of this covenant, and the Acquisition Holiday shall not be available; (y) for the Company may not elect any Adjusted Covenant Period fiscal quarter ending June 30, 2022, and for at least two each fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Periodquarter thereafter, the maximum Leverage Ratio permitted under Borrower shall comply with the terms of this Section 6.08(a6.10(a) as contemplated above, including all reporting requirements; and (z) Consolidated EBITDA shall revert to 3.5 to 1.0 as of be annualized for the end of each subsequent following fiscal quarters: (i) for the fiscal quarter unless ending June 30, 2022, actual Consolidated EBITDA for such quarter multiplied by 4; (ii) for the fiscal quarter ending September 30, 2022, actual Consolidated EBITDA for the two-quarter period then ending multiplied by 2; and until another Adjusted Covenant Period is elected pursuant to (iii) for the terms and conditions described above); orfiscal quarter ending December 31, 2022, actual Consolidated EBITDA for the three-quarter period then ending multiplied by 4/3.

Maximum Leverage Ratio. Permit The Company will not permit the Net Leverage Ratio Ratio, as calculated at the end of any each fiscal quarter ending after the Closing Date, to be greater than: 3.5 than 3.75 to 1.01.00; provided provided, however, that (1) if the Company mayhas delivered the Maximum Leverage Increase Notice, so long as no Event of Default or Potential Default exists at such time the maximum permitted Net Leverage Ratio shall increase to 4.25 to 1.00 as calculated at the end of the four fiscal quarters following delivery of the Maximum Leverage Increase Notice (such period of time being the "Increased Net Leverage Ratio Period") and (2) with respect to any acquisition for which the aggregate consideration is $100,000,000 or greater (a “Material Acquisition”), and upon written request by written notice the Company delivered to the Administrative Agent for distribution to no later than 30 days following the Lendersconsummation of such Material Acquisition, elect to increase the maximum permitted Net Leverage Ratio permitted under this Section 6.08(a) shall increase to (i) 4.0 4.25 to 1.0 1.00 as of calculated at the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive four fiscal quarters ending immediately following such fiscal quarter Material Acquisition (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, time being an “Additional Qualified Acquisition Adjusted Covenant PeriodIncreased Net Leverage Ratio Period Due to Material Acquisition”); provided, further, that (i) there shall be no more than one Increased Net Leverage Ratio Period, and (ii) there shall be at least four fiscal quarters in which the case Net Leverage Ratio does not exceed 3.75 to 1.00 between any two Increased Net Leverage Ratio Periods Due to Material Acquisition; provided, however that the requirements of this clause (a)(ii), ii) shall not be applicable in connection with the applicable maximum first Increased Net Leverage Ratio Period Due to Material Acquisition (if any) elected by the Company after December 16, 2021 but such requirements of this clause (ii) shall be reduced applicable for each Net Leverage Ratio Period Due to Material Acquisition (if any) elected by 0.25:1.00 at the end Company thereafter." (z) The following new Section 10.13 is hereby inserted into the Credit Agreement immediately following Section 10.12 of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Credit Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 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); or:

Maximum Leverage Ratio. (a) Permit the Leverage Ratio (a) on the last day of any Specified 2020 Leverage Period, in each case taken as one accounting period, to be greater than 5.00:1.00, (b) on the last day of the Specified 2021 Leverage Period, taken as one accounting period, to be greater than 4.50:1.00 and (c) at any time following the end of the Specified 2021 Leverage Period, on the last day of any period of four consecutive fiscal quarter quarters of the Borrower, in each case taken as one accounting period, to be greater than: 3.5 to 1.0than 4.00:1.00 (the “MaximumMaintenance Leverage Ratio”); provided that that, in the Company mayevent the Borrower consummates a Qualified Acquisition at any time following the end of the Specified 2021 Leverage Period, the Borrower may elect by written notice to the Administrative Agent for distribution (which election may be made (x) at any time on or prior to the Lenders, elect date that the next Compliance Certificate is delivered pursuant to increase Section 6.04(c) following the maximum consummation of such Qualified Acquisition and (y) in such Compliance Certificate) that the MaximumMaintenance Leverage Ratio permitted under be (and, subject to this Section 6.08(a7.05(a), the MaximumMaintenance Leverage Ratio shall be) to (i) 4.0 with respect to 1.0 as the last day of the end of any fiscal quarter in which such Qualified Acquisition is consummated and with respect to the last day of each of the Company during which a Qualified Acquisition has been consummated and the next succeeding three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quarters, 4.50:1.00 (a “Qualified Acquisition Adjusted Covenant PeriodLeverage Holiday”) and (ii) 4.5 with respect to 1.0 as of the end of last day 71 (b) Consummate a Share Repurchase at any fiscal quarter of time during the Company during which an Additional Qualified Acquisition has been consummated period commencing from and after the eight 2020 Amendment Effective Date and ending on March 31, 2021 (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quartersperiod, an the “Additional Qualified Acquisition Adjusted Covenant Compliance Leverage Ratio Period”); provided) if, further, that in the case of this clause (a)(ii)after giving effect to such Share Repurchase, the applicable maximum Leverage Ratio shall would be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more greater than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 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); or4.50:1.00.

Maximum Leverage Ratio. Permit The Company shall not permit the Leverage Ratio at the end of any fiscal quarter to be greater than: 3.5 to 1.0; provided that the Company may, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 to 1.0 as of the end of any fiscal quarter of the Company during for the four fiscal quarter period ending on such date (such four fiscal quarter period referred to as a “Testing Period”) to be greater than 3.50 to 1.0, provided that at the election of the Company (the notice of which election shall be given within thirty (30) days after consummating the relevant Qualified Acquisition), the level set forth above shall be increased by 0.50:1.00 (a “half-turn”) in connection with a Qualified Acquisition for four consecutive Testing Periods (and no other Testing Periods), starting with the Testing Period in which such Qualified Acquisition is consummated; provided further that (i) if the Company elects to have such increase apply to a Qualified Acquisition, no pro forma adjustment for cost savings relating to such Qualified Acquisition described in the definition of “Pro Forma Basis” shall be permitted[reserved], (ii) the Company may make such an election no more than twice during the life of this Agreement (or, if the Maturity Date of the Revolving Loans has been consummated and extended pursuant to Section 2.18, no more than three times during the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period life of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”this Agreement) and (iiiii) 4.5 upon the return to a maximum Leverage Ratio of 3.5 to 1.0 after the Company’s first such election, such level must be maintained for at least two Testing Periods before the Company may elect to increase such level for an additional time.; provided further that (i) If the SunGard Closing Date occurs on or prior to January 31, 2016, the Leverage Ratio of the Company shall not be greater than (A) as of the end of any fiscal quarter of ending after the Company during which an Additional Qualified Acquisition has been consummated SunGard Closing Date until and including the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter ending June 30, 2016, 4.25x (each such period of nine (9) consecutive with the first testing date for the Leverage Ratio after the SunGard Closing Date to be the first full fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in quarter after the case of this clause (a)(iiSunGard Closing Date), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at (B) as of the end of the secondfiscal quarter ending September 30, fourth2016, sixth and eighth full 4.00x, (C) as of the end of the fiscal quarters ending December 31, 2016 and March 31, 2017, respectively, 3.75x and (D) thereafter, 3.50x; and (ii) if the SunGard Closing Date occurs after January 31, 2016, the Leverage Ratio of the Company shall not be greater than (A) as of the end of any fiscal quarter ending after the SunGard Closing Date until and including the fiscal quarter ending September 30, 2016, 4.25x (with the first testing date for the Leverage Ratio after the SunGard Closing Date to be the first full fiscal quarter after the SunGard Closing Date), (B) as of the end of the fiscal quarter ending December 31, 2016, 4.00x, (C) as of the end of the fiscal quarters ending March 31, 2017 and June 30, 2017, respectively, 3.75x and (D) thereafter, 3.50x (provided that, in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoingeach case of clauses (i) and (ii) above in this proviso, (x) during any five the Leverage Ratio shall remain below 3.50x for two consecutive year term of this Agreement, the Company Testing Periods before it may elect no more than two to increase the maximum level from 3.50x to 4.00x pursuant to this Section 7.10 in connection with a Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not may, at any time prior to the immediately succeeding fiscal quarter end, elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the reduce its maximum Leverage Ratio permitted under to 3.50x for such fiscal quarter end and each fiscal quarter end thereafter by delivering an irrevocable written notice of such election to the Administrative Agent; thereafter, the Company may elect to increase the maximum level from 3.50x to 4.00x pursuant to this Section 6.08(a) shall revert to 3.5 to 1.0 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 above7.10 in connection with a Qualified Acquisition after its Leverage Ratio remains below 3.50x for two consecutive Testing Periods); or.

Maximum Leverage Ratio. Permit The Company will not permit the ratio (the “Leverage Ratio at Ratio”), determined as of the end of any each of its fiscal quarter quarters ending on and after June 30, 2018, of (i) (x) Consolidated Total Indebtedness minus (y) the Specified Unsecured Debt Securities Proceeds to (ii) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Company and its Subsidiaries on a consolidated basis, to be greater than: 3.5 than 3.50 to 1.0; provided that 1.00. Notwithstanding the foregoing, the Company mayshall be permitted, by written notice but in no event on more than two (2) occasions during the term of this Agreement, to the Administrative Agent for distribution to the Lenders, elect to increase allow the maximum Leverage Ratio permitted under this Section 6.08(a6.09(a) to (i) 4.0 be increased to 1.0 as 4.00 to 1.00 for a period of the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) four consecutive fiscal quarters ending immediately following (such fiscal quarter (each such period of four (4) consecutive fiscal quartersperiod, a an “Qualified Acquisition Adjusted Covenant Period”) in connection with a Qualifying Material Acquisition occurring during the first of such four fiscal quarters (and in respect of which the Company shall provide notice in writing to the Administrative Agent (iifor distribution to the Lenders) 4.5 to 1.0 as of such increase and a transaction description of such Qualifying Material Acquisition (including the name of the end of any fiscal quarter person or summary description of the Company during which an Additional Qualified Acquisition has been consummated assets being acquired and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”approximate purchase price); provided, further, that in the case of this clause (a)(ii), so long as the applicable Company is in compliance on a pro forma basis with the maximum Leverage Ratio shall be reduced by 0.25:1.00 at of 4.00 to 1.00 on the end closing date of the second, fourth, sixth such Qualifying Material Acquisition immediately after giving effect (including pro forma effect) to such Qualifying Material Acquisition; provided that it is understood and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, agreed that (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any a new Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses and (a)(iy) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a6.09(a) shall revert to 3.5 3.50 to 1.0 1.00 as of the end of each subsequent fiscal quarter unless such Adjusted Covenant Period and thereafter until another Adjusted Covenant Period (if any) is elected pursuant to the terms and conditions described above); or.

Maximum Leverage Ratio. Permit the Leverage Ratio at the end of any fiscal quarter to be greater than: 3.5 to 1.0; provided that the Company may, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 to 1.0 as of The Company shall not permit the end of any fiscal quarter of ratio (the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant PeriodLeverage Ratio”) and (ii) 4.5 to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(ii), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 as of the end of each subsequent fiscal quarter ending on or after June 30, 2018 of (i) Indebtedness For Borrowed Money of the Company and its consolidated Subsidiaries (excluding any undrawn amounts in respect of Facility LCs) to (ii) EBITDA to be greater than 3.50 to 1.00 (the “Maximum Leverage Ratio”). (ii) Notwithstanding the immediately precedent clause (i), not more than two (2) times during the term of this Agreement, at the Company’s written election, so long as no Default or Event of Default shall have occurred and is continuing, the Maximum Leverage Ratio may be increased to 4.00 to 1.00 for any fiscal quarter during which the Company or any of its Subsidiaries has entered into a Specified Acquisition (the “Trigger Quarter”) and for the next succeeding three (3) fiscal quarters after such Trigger Quarter; provided that (i) the Leverage Ratio shall not exceed 3.50 to 1.00 no later than the fourth fiscal quarter after such Trigger Quarter, (ii) following a Trigger Quarter, no subsequent Trigger Quarter may occur unless and until another Adjusted Covenant Period the Leverage Ratio is elected pursuant less than or equal to 3.50 to 1.00 as of the end of at least two consecutive fiscal quarters following the applicable Specified Acquisition, and (iii) at the time of such Specified Acquisition (and as a condition to the terms permissibility thereof), the Company shall have furnished to the Administrative Agent a Compliance Certificate demonstrating a pro forma Leverage Ratio of less than or equal to 4.00 to 1.00 for the four fiscal quarter period most recently ended prior to the date of such Specified Acquisition calculated as if such Acquisition had been consummated on the first day of such period (any fiscal quarter for which the Maximum Leverage Ratio shall be increased to 4.00 to 1.00 in accordance with the foregoing parameters being referred to as a “Holiday Quarter”). The Leverage Ratio shall be calculated as of the last day of each fiscal quarter based upon (1) for Indebtedness For Borrowed Money, as of the last day of each such fiscal quarter; and conditions described above); or(2) for EBITDA, the actual amount for the four-quarter period ending on such day, and shall be calculated, with respect to Permitted Acquisitions, on a pro forma basis using historical audited and reviewed unaudited financial statements obtained from the seller(s) in such Permitted Acquisition, broken down by fiscal quarter in the Company’s reasonable judgment and satisfactory to the Administrative Agent and as reported to the Administrative Agent.

Maximum Leverage Ratio. Permit The Borrower will not permit the ratio (the “Leverage Ratio at the end of any fiscal quarter to be greater than: 3.5 to 1.0; provided that the Company mayRatio”), by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 to 1.0 determined as of the end of any fiscal quarter each of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive its fiscal quarters ending immediately following on and after the Effective Date, of (i) Consolidated Total Indebtedness minus the lesser of (A) without duplication, the amount of unrestricted and unencumbered cash and Permitted Investments held in the United States at such fiscal quarter time by the Borrower and the other Loan Parties and (each such B) $10,000,000 to (ii) Consolidated EBITDA for the period of four (4) consecutive fiscal quartersquarters ending with the end of such fiscal quarter, all calculated for the Borrower and its Subsidiaries on a consolidated basis, to be greater than 3.50 to 1.00. Notwithstanding the foregoing, the Borrower shall be permitted, but in no event on more than two (2) occasions during the term of this Agreement, to increase (without the consent of any other Person) the Leverage Ratio permitted under this Section 6.12(a) to 3.75 to 1.00 for a period of four consecutive fiscal quarters (such period, an “Qualified Acquisition Adjusted Covenant Period”) in connection with a Permitted Acquisition occurring during the first of such four fiscal quarters if the aggregate consideration paid or to be paid in respect of such acquisition exceeds $35,000,000 (subject only to the Borrower providing notice in writing to the Administrative Agent (for distribution to the Lenders) of such increase on or prior to the first date on which such increased covenant level is to be tested and a transaction description of such acquisition (ii) 4.5 to 1.0 as regarding the name of the end of any fiscal quarter person or summary description of the Company during which an Additional Qualified Acquisition has been consummated assets being acquired and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”approximate purchase price); provided, further, that in the case of this clause (a)(ii), so long as the applicable Borrower is in compliance on a pro forma basis with the maximum Leverage Ratio shall be reduced by 0.25:1.00 at of 3.75 to 1.00 on the end closing date of the second, fourth, sixth and eighth full fiscal quarters ending such acquisition immediately after the fiscal quarter in which the Additional Qualified Acquisition giving effect (including pro forma effect) to such acquisition; provided that it is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a6.12(a) shall revert to 3.5 3.50 to 1.0 as of 1.00 immediately after the end of each subsequent fiscal quarter unless such Adjusted Covenant Period and thereafter until another Adjusted Covenant Period (if any) is elected pursuant to the terms and conditions described above); or.

Maximum Leverage Ratio. Permit The Company shall not permit the ratio (the “Leverage Ratio at Ratio”) of (i) all Adjusted Indebtedness of the end Company and its Subsidiaries as of any date of determination (but excluding any Indebtedness permitted under Section 7.3(a)(xiv)) to (ii) EBITDA for the most recently-ended period of four-fiscal quarters for which financial statements were required to be delivered (commencing with the fiscal quarter ended as of September 30, 2013) to be greater than: 3.5 than 3.00 to 1.01.00. For the avoidance of doubt, the Indebtedness of NEH will be excluded from the Leverage Ratio. The Leverage Ratio (and for purposes of determining the Applicable Floating Rate Margin and Applicable Eurodollar Margin pursuant to Section 2.14(d)(ii), the Pricing Ratio) shall be calculated, (i) in the case of a determination thereof on the Transaction Closing Date (including, without limitation, for purposes of Section 5.1(g)) or on a pro forma basis after giving effect to any action on any date (including, without limitation, for purposes of Section 7.3(s)(iv)), based upon (A) for Adjusted Indebtedness, Adjusted Indebtedness as of the Transaction Closing Date or such date, as applicable, after giving pro forma effect to 74 67501104_3 all actions as of the Transaction Closing Date or such date, as applicable and (B) for EBITDA, as described in clause (ii)(B) below; provided that and (ii) in each other case, determined as of the Company maylast day of each fiscal quarter based upon (A) for Adjusted Indebtedness, Adjusted Indebtedness as of the last day of each such fiscal quarter and (B) for EBITDA, the actual amount for the four quarter period ending on such day, calculated, with respect to Permitted Acquisitions, on a pro forma basis using historical audited and reviewed unaudited financial statements obtained from the seller(s) in such Permitted Acquisition, broken down by written notice fiscal quarter in the Company’s reasonable judgment and satisfactory to the Administrative Agent for distribution and as reported to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 to 1.0 as of the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(ii), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 as of the end of each subsequent fiscal quarter unless and until another Adjusted Covenant Period is elected Administrative Agent pursuant to the terms and conditions described aboveprovisions of Section 7.3(f)(ii); or.

Maximum Leverage Ratio. Permit The Borrowers shall not permit the Leverage Ratio at ratio (the end "LEVERAGE RATIO") of any fiscal quarter (i) Consolidated Indebtedness to (ii) EBITDA, to be greater than: 3.5 to 1.0; provided that than the Company may, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 to 1.0 as of the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(ii), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 ratio set forth below at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter ending on the corresponding date set forth below: QUARTER ENDING RATIO -------------- ----- June 24, 2000 to January 4, 2002 4.75 to 1.00 January 5, 2002 to January 3, 2003 4.35 to 1.00 January 4, 2003 and each fiscal quarter thereafter 4.00 to 1.00 The Leverage Ratio shall be calculated, in each case, determined as of the last day of each fiscal quarter based upon (a) for Consolidated Indebtedness, the outstanding balance of Consolidated Indebtedness as of such date, except with regard to revolving Indebtedness (including Revolving Loan Obligations hereunder) which shall be the Additional Qualified Acquisition is consummated. Notwithstanding average outstanding revolving Indebtedness for the foregoingfour fiscal quarter period ending on such date, adjusted, (x) with respect to Permitted Acquisitions, to treat additional revolving Indebtedness incurred in connection with such Permitted Acquisition as if it were also outstanding during any five consecutive year term such portion of this Agreementthe four fiscal quarter period which is prior to the consummation of the Permitted Acquisition, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) with respect to the Company may not elect any Adjusted Covenant Period repayment of Indebtedness (other than revolving Indebtedness) with the proceeds of revolving Indebtedness, to treat additional revolving Indebtedness incurred in connection with such repayment as if it were also outstanding during such portion of the four quarter fiscal period which is prior to the consummation of such repayment; and (b) for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant PeriodEBITDA, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert actual amount of EBITDA for the four fiscal quarter period ending on such day, adjusted, with respect to 3.5 Permitted Acquisitions, to 1.0 as reflect the EBITDA of the end acquired entity (calculated consistent with the definition of each subsequent EBITDA contained herein) during such portion of the four fiscal quarter unless and until another Adjusted Covenant Period period which is elected pursuant prior to the terms and conditions described above); orconsummation of such Permitted Acquisition.

Maximum Leverage Ratio. Permit The Company will not permit the ratio (the “Leverage Ratio at Ratio”), determined as of the end last day of any each of its fiscal quarter to be greater than: 3.5 to 1.0; provided that the Company mayquarters ending after June 30, by written notice to the Administrative Agent for distribution to the Lenders2012, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to of (i) 4.0 Consolidated Indebtedness to 1.0 as of (ii) Consolidated EBITDA for the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quartersquarters ending with the last day of such fiscal quarter, all calculated for the Company and its Subsidiaries on a “Qualified consolidated basis, to be greater than 3.50 to 1.00; provided, however, that if at any time following the consummation of a Significant Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of permitted by Section 10.2 occurring after September 30, 2014, upon the end of any fiscal quarter written election of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9delivered in a compliance certificate pursuant to Section 9.1(c) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(ii), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after with respect to the fiscal quarter in which the Additional Qualified such a Significant Acquisition is consummated. Notwithstanding consummated or with respect to either of the foregoingtwo immediately succeeding fiscal quarters (a “Significant Acquisition Election”), (x) during any five consecutive year term and subject to compliance by the Company with the other terms of this Agreement, the Leverage Ratio permitted pursuant to this Section 10.9(a) shall be deemed to be set at not greater than 3.75 to 1.00 for the fiscal quarter in which such Significant Acquisition was consummated and the two immediately succeeding fiscal quarters (such three consecutive fiscal quarter period, a “Leverage Holiday Period”). The Company may elect no more than shall only be permitted to make two Qualified Significant Acquisition Adjusted Covenant Periods Elections during the term of this Agreement and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) once the Company may makes such a Significant Acquisition Election permitted under this Section 10.9(a), it shall be in effect for the Leverage Holiday Period and shall not elect any Adjusted Covenant Period be revocable; provided, that in the event the Company makes a Significant Acquisition Election, it shall not be permitted to make a second Significant Acquisition Election until it has maintained a Leverage Ratio of 3.50 to 1.00 or less for at least two four consecutive fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end initial Leverage Holiday Period. For purposes of an Adjusted Covenant Period, the maximum Leverage Ratio permitted calculations under this Section 6.08(a) 10.9(a), Consolidated Indebtedness shall revert to 3.5 to 1.0 as not include 75% of the end principal amount of each subsequent fiscal quarter unless and until another Adjusted Covenant Period is elected pursuant any mandatorily convertible unsecured bonds, debentures, preferred stock or similar instruments in a principal amount not to exceed $500,000,000 in the terms and conditions described aboveaggregate during the term of this Agreement which are payable in no more than three years (whether by redemption, call option or otherwise) solely in common stock or other common equity interests. As used in this Section 10.9(a); or,

Maximum Leverage Ratio. Permit The Company shall not permit the Leverage Ratio at the end of any fiscal quarter to be greater than: 3.5 to 1.0; provided that the Company may, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 to 1.0 as of the end of any fiscal quarter of the Company during for the four fiscal quarter period ending on such date (such four fiscal quarter period referred to as a “Testing Period”) to be greater than 3.50:1.00. Notwithstanding the foregoing: (i) at the election of the Company (the notice of which election shall be given within thirty (30) days after consummating the relevant Qualified Acquisition), the level set forth above shall be increased to 4.00:1.00 in connection with a Qualified Acquisition has been for four consecutive Testing Periods (and no other Testing Periods), starting with the Testing Period in which such Qualified Acquisition is consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant PeriodElection”) and ); (ii) 4.5 to 1.0 as of at the end of any fiscal quarter election of the Company during (the notice of which an Additional election shall be given within thirty (30) days after consummating the relevant Specified Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(iiAcquisition), the level set forth above shall be increased to 4.50:1.00 in connection with a Specified Qualified Acquisition for eight consecutive Testing Periods (and no other Testing Periods), starting with the Testing Period in which such Specified Qualified Acquisition is consummated; provided that the applicable maximum Leverage Ratio level shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth seventh full fiscal quarters ending after the fiscal quarter in which the Additional Specified Qualified Acquisition is consummated. Notwithstanding consummated (a “Specified Qualified Acquisition Election” and, together with any Qualified Acquisition Election, an “Acquisition Election”); and (iii) (A) the foregoing, Company may make an Acquisition Election no more than twice during the life of this Agreement and (xB) the Company may make no more than one Specified Qualified Acquisition Election during any five consecutive year term the life of this Agreement; and (iv) upon the return to a maximum Leverage Ratio of 3.50:1.00 after any Acquisition Election, such level must be maintained for at least two Testing Periods before the Company may elect no more than to increase such level for a subsequent time pursuant to any Acquisition Election; provided further that (x) the Leverage Ratio shall remain at or below 3.50:1.00 for two consecutive Testing Periods before it may elect to increase the maximum Leverage Ratio on the terms set forth in this Section 7.07 in connection with a Qualified Acquisition Adjusted Covenant Periods and no more than one Additional or Specified Qualified Acquisition Adjusted Covenant Period, and (y) the Company may, at any time prior to the immediately succeeding fiscal quarter end, elect to reduce its maximum Leverage Ratio level to 3.50:1.00 for such fiscal quarter end and each fiscal quarter end thereafter by delivering an irrevocable written notice of such election to the Administrative Agent; thereafter, the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, increase the maximum Leverage Ratio permitted under level on the terms set forth in this Section 6.08(a) shall revert to 3.5 to 1.0 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); or7.07 in connection with a Qualified Acquisition or Specified Qualified Acquisition after its Leverage Ratio remains below 3.50:1.00 for two consecutive Testing Periods.

Maximum Leverage Ratio. Permit The Company will not permit the Net Leverage Ratio Ratio, as calculated at the end of any each fiscal quarter ending after the Closing Date, to be greater than: 3.5 than 3.75 to 1.01.00; provided provided, however, that (1) if the Company mayhas delivered the Maximum Leverage Increase Notice, so long as no Event of Default or Potential Default exists at such time the maximum permitted Net Leverage Ratio shall increase to 4.25 to 1.00 as calculated at the end of the four fiscal quarters following delivery of the Maximum Leverage Increase Notice (such period of time being the “Increased Net Leverage Ratio Period”) and (2) with respect to any acquisition for which the aggregate consideration is $100,000,000 or greater (a “Material Acquisition”), and upon written request by written notice the Company delivered to the Administrative Agent for distribution to no later than 30 days following the Lendersconsummation of such Material Acquisition, elect to increase the maximum permitted Net Leverage Ratio permitted under this Section 6.08(a) shall increase to (i) 4.0 4.25 to 1.0 1.00 as of calculated at the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive four fiscal quarters ending immediately following such fiscal quarter Material Acquisition (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, time being an “Additional Qualified Acquisition Adjusted Covenant PeriodIncreased Net Leverage Ratio Period Due to Material Acquisition”); provided, further, that in the case of this clause (a)(ii), the applicable maximum Leverage Ratio i) there shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full no more than eight consecutive fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition maximum permitted Net Leverage Ratio is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period4.25 to 1.00, and (yii) the Company may not elect any Adjusted Covenant Period for there shall be at least two four fiscal quarters following in which the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Net Leverage Ratio permitted under this does not exceed 3.75 to 1.00 between any two Increased Net Leverage Ratio Periods Due to Material Acquisition.” (k) Section 6.08(a) shall revert to 3.5 to 1.0 as 9.1.5 [Defaults in Other Material Indebtedness] of the end of each subsequent fiscal quarter unless Credit Agreement is hereby amended and until another Adjusted Covenant Period is elected pursuant restated in its entirety to the terms and conditions described above); orread as follows:

Maximum Leverage Ratio. Permit The Company will not permit the ratio (the “Leverage Ratio at Ratio”), determined as of the end last day of any each of its fiscal quarters ending on and after December 31, 2017, of (i) (x) Consolidated Indebtedness minus (y) the Liquidity Amount, in each case as of the last day of such fiscal quarter to be greater than: 3.5 to 1.0; provided that (ii) Consolidated EBITDA for the Company may, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 to 1.0 as of the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quartersquarters ending with the last day of such fiscal quarter, all calculated for the Company and its Subsidiaries on a “Qualified consolidated basis, to be greater than 3.50 to 1.00; provided, however, that if at any time following the consummation of a Significant Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of permitted by Section 10.2 occurring after September 30, 2014, upon the end of any fiscal quarter written election of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9delivered in a compliance certificate pursuant to Section 9.1(c) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(ii), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after with respect to the fiscal quarter in which the Additional Qualified such a Significant Acquisition is consummated. Notwithstanding consummated or with respect to either of the foregoingtwo immediately succeeding fiscal quarters (a “Significant Acquisition Election”), (x) during any five consecutive year term and subject to compliance by the Company with the other terms of this Agreement, the Leverage Ratio permitted pursuant to this Section 10.9(a) shall be deemed to be set at not greater than 4.00 to 1.00 for the fiscal quarter in which such Significant Acquisition was consummated and the two immediately succeeding fiscal quarters (such three consecutive fiscal quarter period, a “Leverage Holiday Period”). The Company may elect no more than shall only be permitted to make two Qualified Significant Acquisition Adjusted Covenant Periods Elections during the term of this Agreement and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) once the Company may makes such a Significant Acquisition Election permitted under this Section 10.9(a), it shall be in effect for the Leverage Holiday Period and shall not elect any Adjusted Covenant Period be revocable; provided, that in the event the Company makes a Significant Acquisition Election, it shall not be permitted to make a second Significant Acquisition Election until it has maintained a Leverage Ratio of 3.50 to 1.00 or less for at least two four consecutive fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end initial Leverage Holiday Period. For purposes of an Adjusted Covenant Period, the maximum Leverage Ratio permitted calculations under this Section 6.08(a) 10.9(a), Consolidated Indebtedness shall revert to 3.5 to 1.0 as not include 75% of the end principal amount of each subsequent fiscal quarter unless and until another Adjusted Covenant Period is elected pursuant any mandatorily convertible unsecured bonds, debentures, preferred stock or similar instruments in a principal amount not to exceed $500,000,000 in the terms and conditions described aboveaggregate during the term of this Agreement which are payable in no more than three years (whether by redemption, call option or otherwise) solely in common stock or other common equity interests. As used in this Section 10.9(a); or,

Maximum Leverage Ratio. Permit (a) The Borrower shall not permit the Leverage Ratio at Ratio, as determined as of the end last day of any fiscal quarter each Fiscal Quarter, for the four Fiscal Quarters ending on such day, to be greater than: 3.5 more than (i) for the Fiscal Quarters ending September 30, 2013, December 31, 2013, March 31, 2014 and June 30, 2014, 3.75:1.00 unless the Borrower has issued the Senior Notes or incurred $300 million or more of Permitted Second Lien Debt, in which case this Section 5.1(a)(i) shall not be applicable from and after the date the Senior Notes have been issued or the incurrence by the Borrower of such Permitted Second Lien Debt, (ii) for the Fiscal Quarter ending on September 30, 2014, 3.50:1.00 and (iii) for each Fiscal Quarter ending on or after December 31, 2014, 3.00:1.00. (b) If the Borrower has issued the Senior Notes or incurred $300 million or more of Permitted Second Lien Debt, the Borrower shall not permit (i) the Senior Secured Leverage Ratio, as determined as of the last day of the Fiscal Quarters ending September 30, 2013, December 31, 2013, March 31, 2014, June 30, 2014 and September 30, 2014, for the four Fiscal Quarters ending on such day, to 1.0be more than 2.00:1.00 or (ii) the Leverage Ratio, as determined as of the last day of the Fiscal Quarters (A) ending September 30, 2013, December 31, 2013 and March 31, 2014, for the four Fiscal Quarters ending on such day, to be more than 5.00:1.00 and (B) ending June 30, 2014, for the four Fiscal Quarters ending on such day, to be more than 4.00:1.00; provided that the Company may, by written notice this Section 5.1(b)(ii) shall not apply to any Fiscal Quarter ending prior to the Administrative Agent for distribution to Borrower’s having either issued the Lenders, elect to increase Senior Notes or incurred Permitted Second Lien Debt. (c) Section 8.1 of the maximum Leverage Ratio permitted under this Section 6.08(a) to Credit Agreement is hereby amended by: (i) 4.0 amending clause (k)(i) in its entirety to 1.0 read as follows: (i) Indebtedness that constitutes Indebtedness under clause (l) of the end definition thereof and as a result of being secured by the Cobia Equipment; provided that neither the Borrower nor any fiscal quarter of its Restricted Subsidiaries is the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following primary obligor on such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(ii), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) Indebtedness (it being understood that the Borrower and agreed that at its Restricted Subsidiaries may guarantee such Indebtedness to the extent otherwise permitted by this Agreement), (ii) deleting “and” from the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 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 aboveclause (o); or;

Maximum Leverage Ratio. Permit The Company will not permit the ratio (the “Leverage Ratio at Ratio”), determined as of the end last day of any each of its fiscal quarters ending on and after SeptemberJune 30, 20192021, of (i) (x) Consolidated Indebtedness minus (y) the Liquidity Amount, in each case as of the last day of such fiscal quarter to (ii) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending with the last day of such fiscal quarter, all calculated for the Company and its Subsidiaries on a consolidated basis, to be greater than: 3.5 than 3.50 to 1.01.00; provided that (x) the Company may, by written notice to the Administrative Agent for distribution to the LendersLenders (which notice may be in the compliance certificate delivered by the Company pursuant to Section 5.01(c) for the applicable fiscal quarter) and not more than twice during the term of this Agreement, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 4.00 to 1.0 as 1.00 for a period of the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following in connection with an acquisition that involves the payment of consideration by the Company and/or its Subsidiaries in excess of $75,000,000 occurring during the first of such three fiscal quarter quarters (each such period of four (4) consecutive fiscal quartersperiod, a an “Qualified Acquisition Adjusted Covenant Period”) and (iiy) 4.5 to 1.0 as of notwithstanding the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this foregoing clause (a)(iix), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any an Adjusted Covenant Period for at least two (2) full fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses the preceding clause (a)(ix) for a new period of three (3) consecutive fiscal quarters. For purposes of calculations under this Section 6.10(a), Consolidated Indebtedness shall not include 75% of the principal amount of any mandatorily convertible unsecured bonds, debentures, preferred stock or similar instruments in a principal amount not to exceed $500,000,000 in the aggregate during the term of this Agreement which are payable in no more than three years (whether by redemption, call option or otherwise) solely in common stock or other common equity interests. Notwithstanding the foregoing, the following change shall be automatically deemed to be made to Section 6.10(a) on, and with effect as of, the date on which (1) a change that is the substantial equivalent of the following change is made to the corresponding provision of both the “LG Facility Agreement” and the “Shelf Agreement”, in each case as defined in the Company’s most recent applicable filings with the SEC and (2) the Administrative Agent shall have received from the Company an executed copy of each such amendment making such conforming change, in each case such amendment being confirmed by the Company in writing to be effective: A new sentence will be added to the end of Section 6.10(a) as follows: “For purposes of calculations under this Section 6.10(a), prior to the consummation of the Bengal Acquisition (or during the period from the Effective Date until the date that is 90 days after the termination of the Bengal Acquisition Agreement), Consolidated Indebtedness shall not include Specified Senior Notes Indebtedness; provided that (a) the release of the proceeds of the Specified Senior Note Indebtedness to the Company and its Subsidiaries is contingent upon the consummation of the Bengal Acquisition and, pending such release, such proceeds are held in escrow (and, if the Bengal Acquisition Agreement is terminated prior to the consummation of the Bengal Acquisition or if the Bengal Acquisition is otherwise not consummated by the date specified in the Specified Senior Notes Indenture, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Company and its Subsidiaries in respect of the Specified Senior Notes Indebtedness) or (a)(iib) the Specified Senior Notes Indenture contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits the Specified Senior Notes Indebtedness to be redeemed or prepaid if the Bengal Acquisition is not consummated by the date specified in the Specified Senior Notes Indenture (and if the Bengal Acquisition Agreement is terminated in accordance with its terms prior to the consummation of the Bengal Acquisition or the Bengal Acquisition is otherwise not consummated by the date specified in the Specified Senior Notes Indenture, the Specified Senior Notes Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).” Notwithstanding the foregoing, the following change shall be automatically deemed to be made to Section 6.10(a) on the date on which (1) a change that is the substantial equivalent of the following change is made to the corresponding provision of both the “LG Facility Agreement” and the “Shelf Agreement”, in each case as defined in the Company’s most recent applicable filings with the SEC and (2) the Administrative Agent shall have received from the Company an executed copy of each such amendment making such conforming change, in each case such amendment being confirmed by the Company in writing to be effective: The first sentence of Section 6.10(a) shall be restated in its entirety, effective as of December 31, 2019, as follows: “The Company will not permit the ratio (the “Leverage Ratio”), determined as of the last day of each of its fiscal quarters ending on and after December 31, 2019, of (i) (it being understood x) Consolidated Indebtedness minus (y) the Liquidity Amount, in each case as of the last day of such fiscal quarter to (ii) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending with the last day of such fiscal quarter, all calculated for the Company and agreed its Subsidiaries on a consolidated basis, to be greater than (A) 4.50 to 1.00 for the fiscal quarters ending December 31, 2019 and Mxxxx 00, 0000, (X) 4.25 to 1.00 for the fiscal quarter ending June 30, 2020, (C) 4.00 to 1.00 for the fiscal quarter ending September 30, 2020, (D) 3.75 to 1.00 for the fiscal quarter ending December 31, 2020 and (E) 3.50 to 1.00 for the fiscal quarter ending March 31, 2021 and each fiscal quarter ending thereafter; provided that at the end Company may, on or after January 1, 2021, by written notice to the Administrative Agent for distribution to the Lenders (which notice may be in the compliance certificate delivered by the Company pursuant to Section 5.01(c) for the applicable fiscal quarter) and not more than once during the term of an Adjusted Covenant Periodthis Agreement, elect to increase the maximum Leverage Ratio permitted under this to 4.00 to 1.00 for a period of three (3) consecutive fiscal quarters in connection with an acquisition that involves the payment of consideration by the Company and/or its Subsidiaries in excess of $75,000,000 occurring during the first of such three fiscal quarters.” Notwithstanding the foregoing, the following change shall be automatically deemed to be made to Section 6.08(a6.10(a) on, and with effect as of, the date on which (1) a change that is the substantial equivalent of the following change is made to the corresponding provision of both the “LG Facility Agreement” and the “Shelf Agreement”, in each case as defined in the Company’s most recent applicable filings with the SEC and (2) the Administrative Agent shall have received from the Company an executed copy of each such amendment making such conforming change, in each case such amendment being confirmed by the Company in writing to be effective: The first sentence of Section 6.10(a) shall revert to 3.5 to 1.0 be restated in its entirety as follows: “The Company will not permit the ratio (the “Leverage Ratio”), determined as of the end last day of each subsequent of its fiscal quarters ending on and after December 31, 2019, of (i) (x) Consolidated Indebtedness minus (y) the Liquidity Amount, in each case as of the last day of such fiscal quarter unless to (ii) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending with the last day of such fiscal quarter, all calculated for the Company and until another Adjusted Covenant Period is elected its Subsidiaries on a consolidated basis, to be greater than (A) 4.50 to 1.00 for the fiscal quarters ending December 31, 2019 and Mxxxx 00, 0000, (X) 4.75 to 1.00 for the fiscal quarters ending June 30, 2020, September 30, 2020, December 31, 2020 and March 31, 2021, (C) 4.25 to 1.00 for the fiscal quarter ending June 30, 2021, (D) 4.00 to 1.00 for the fiscal quarter ending September 30, 2021, (E) 3.75 to 1.00 for the fiscal quarter ending December 31, 2021 and (F) 3.50 to 1.00 for the fiscal quarter ending March 31, 2022 and each fiscal quarter ending thereafter; provided that the Company may, on or after January 1, 2022, by written notice to the Administrative Agent for distribution to the Lenders (which notice may be in the compliance certificate delivered by the Company pursuant to Section 5.01(c) for the terms applicable fiscal quarter) and conditions described above); ornot more than once during the term of this Agreement, elect to increase the maximum Leverage Ratio to 4.00 to 1.00 for a period of three (3) consecutive fiscal quarters in connection with an acquisition that involves the payment of consideration by the Company and/or its Subsidiaries in excess of $75,000,000 occurring during the first of such three fiscal quarters.”

Maximum Leverage Ratio. Permit As of the end of each fiscal quarter, (i) commencing with and including the end of the first fiscal quarter ending after the Closing Date through but excluding the end of the first fiscal quarter ending after the Appriss Closing Date, the Borrower will not permit the Leverage Ratio at to be greater than 3.75:1.00 and (ii) commencing with the end of any the first fiscal quarter ending after the Appriss Closing Date, the Borrower will not permit the Leverage Ratio to be greater thanthan the maximum ratio set forth in the table below opposite such fiscal quarter: 3.5 The first fiscal quarter ending after the Appriss Closing Date through and including the fourth fiscal quarter ending after the Appriss Closing Date 4.25 to 1.01.00 The fifth fiscal quarter ending after the Appriss Closing Date through and including the sixth fiscal quarter ending after the Appriss Closing Date 4.00 to 1.00 The seventh fiscal quarter ending after the Appriss Closing Date and thereafter 3.75 to 1.00 . As of the end of each fiscal quarter, (i) commencing with and including the end of the fiscal quarter ended on or around December 31, 2022 and through end including the end of the fiscal quarter ending on or around December 31, 2023, the Borrower will not permit the Leverage Ratio to be greater than 4.25:1.00 and (ii) commencing with the end of the first fiscal quarter ending on or around March 31, 2024 and for the end of each fiscal quarter ending thereafter, the Borrower will not permit the Leverage Ratio to be greater than 3.75:1.00; provided that that, from and after the Company mayClosingFirst Amendment Effective Date, by written notice to if the Administrative Agent for distribution to Leverage Ratio Increase Requirements are satisfied the Lenders, Borrower may elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to ratio set forth in the tableclauses (i) 4.0 to 1.0 as of the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as above for each of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) four consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(ii), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after commencing with the fiscal quarter in which a Material Acquisition (other than the Additional Qualified Appriss Acquisition) is consummated by 0.50 to 1.00 (provided thatfurther that (i) for a Material Acquisition is consummated. Notwithstanding occurring during a fiscal quarter ending prior to and including December 31, 2023, such 0.50 to 1.00 increase shall be disregarded for the foregoingfiscal quarters ending prior to and including December 31, (x) during 2023, with the increase applying only in any five consecutive year term remaining fiscal quarters of this Agreementsuch four fiscal quarter period ending after December 31, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, 2023 and (yii) in no event shall the Company may not elect maximum ratio for any Adjusted Covenant Period for at least two fiscal quarters following quarter exceed 4.75 to 1.00); provided further that (i) to the end of an Adjusted Covenant Period before extent any amounts relating to any judgment, order or settlement (with or without a new Adjusted Covenant Period is available again court order) with respect to the September 2017 Cybersecurity Incident are added back to Consolidated EBITDA pursuant to clauses clause (a)(iiv) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 as of the end definition thereof, then, for purposes of each subsequent fiscal quarter unless the calculation of the Leverage Ratio, “Consolidated Funded Debt” shall include the actual unpaid amount of any fines, penalties, restitution, settlement payments, charges and until another Adjusted Covenant Period is elected similar costs which (A) are final agreed by the parties thereto and, if applicable, approved by or issued by the relevant court or other administrative body and (B) are owed pursuant to the terms of such judgment, order or settlement after the date of such judgment, order or settlement and conditions described above(ii) for purposes of the calculation of the Leverage Ratio, “Consolidated Funded Debt” shall exclude any Debt incurred and/or issued solely for the purpose of financing an acquisition and which Debt is incurred and/or issued after the date of the execution of the definitive agreement for such acquisition and in advance of the date of consummation of such acquisition until such acquisition closes (or until the definitive agreement for such acquisition has been terminated; provided that in the event of the termination of the definitive agreement for such acquisition, such Debt shall cease to be excluded from the calculation of the Leverage Ratio); or.

Maximum Leverage Ratio. Permit The Borrower shall not permit the ratio of (i) the sum of all Indebtedness of the Borrower and its Subsidiaries minus, solely for the purposes of the calculation of the Covenant Leverage Ratio pursuant to this Section 7.4(A), Receivables Facility Attributed Indebtedness to (ii) EBITDA (such ratio, the “Covenant Leverage Ratio”) at any time to be greater than 3.50 to 1.00; provided that if, at the end of any fiscal quarter, the Covenant Leverage Ratio is greater than 3.50 to 1.00 and the Borrower has entered into a transaction or transactions, including, but not limited to, Permitted Acquisitions or repurchases of the Borrower’s Capital Stock within the two most recently ended fiscal quarters (including such fiscal quarter) (a fiscal quarter to in which all such conditions are satisfied, a “Trigger Quarter”), then the Covenant Leverage Ratio may be greater than: 3.5 than 3.50 to 1.01.00 but shall not exceed 4.00 to 1.00 for such Trigger Quarter and the next succeeding three fiscal quarters; provided that that, following the Company mayoccurrence of a Trigger Quarter, by written notice no subsequent Trigger Quarter shall be deemed to have occurred or to exist for any reason unless and until the Administrative Agent for distribution to the Lenders, elect to increase the maximum Covenant Leverage Ratio permitted under this Section 6.08(a) has returned to (i) 4.0 less than or equal to 1.0 3.50 to 1.00 as of the end of any at least one fiscal quarter following the occurrence of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”)initial Trigger Quarter; provided, further, that in the case of this clause (a)(ii)further that, the applicable maximum Covenant Leverage Ratio shall return to less than or equal to 3.50 to 1.00 no later than the fourth fiscal quarter after such initial Trigger Quarter. The Covenant Leverage Ratio shall be reduced by 0.25:1.00 at the end calculated as of the secondlast day of each fiscal quarter based upon (a) for Indebtedness and Receivables Facility Attributed Indebtedness, fourthIndebtedness and Receivables Facility Attributed Indebtedness, sixth as the case may be, as of the last day of each such fiscal quarter; and eighth full fiscal quarters (b) for EBITDA, the actual amount for the four-quarter period ending after on such day, calculated, with respect to Permitted Acquisitions, on a pro forma basis using unadjusted historical audited and reviewed unaudited financial statements obtained from the seller (with the EBITDA component thereof broken down by fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 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 aboveBorrower’s reasonable judgment); or.

Maximum Leverage Ratio. Permit the Leverage Ratio A. Consolidated Funded Debt at the end of any fiscal quarter to be greater thanStatement Date: 3.5 to 1.0; provided that the Company may, by written notice to the Administrative Agent $__________ B. Consolidated EBITDA for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 to 1.0 as of the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) four consecutive fiscal quarters ending immediately following on the Statement Date (See Schedule 2): $__________ C. Leverage Ratio (Line I.A ÷ Line I.B): : 1.00 Maximum permitted: 3.50:1.002 2 Replace with “4.00:1.00” if the Company has satisfied the Leverage Ratio Increase Requirements for the relevant period pursuant to Section 8.01 of the Agreement. For the Quarter/Year ended ___________________(“Statement Date”) SCHEDULE 2 to the Compliance Certificate ($ in 000’s) Consolidated EBITDA (in accordance with the definition of Consolidated EBITDA as set forth in the Agreement) Consolidated EBITDA Quarter Ended Quarter Ended Quarter Ended Quarter Ended Twelve Months Ended Consolidated Net Income + Consolidated Interest Expense + Federal and State income tax expense + depreciation expense + amortization expense + all other non-cash charges = Consolidated EBITDA This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]3 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]4 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]5 hereunder are several and not joint.]6 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such fiscal quarter outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (each including, without limitation, the Letters of Credit and the Swing Line Loans included in such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”facilities7) and (ii) 4.5 to 1.0 the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(ii), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (xi) during any five consecutive year term of this Agreement, above (the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods rights and no more than one Additional Qualified Acquisition Adjusted Covenant Period, obligations sold and (y) the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (a)(ii) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or (a)(ii) (it being understood warranty by [the][any] Assignor. 3 For bracketed language here and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under elsewhere in this Section 6.08(a) shall revert to 3.5 to 1.0 as of the end of each subsequent fiscal quarter unless and until another Adjusted Covenant Period is elected pursuant form relating to the terms and conditions described aboveAssignor(s); or, if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

Maximum Leverage Ratio. Permit The Company shall not permit the ratio (the “Leverage Ratio at Ratio”) of (i) (a) Indebtedness of the Company and its Subsidiaries calculated on a consolidated basis minus (b) Unrestricted Cash as of the end of any the applicable fiscal quarter to (ii) Adjusted EBITDA to be greater than: 3.5 than 3.00 to 1.01.00 as of the end of each fiscal quarter of the Company; provided provided, that the Company may, by written notice to only once during the Administrative Agent for distribution to the Lendersterm of this Agreement, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a7.4(A) to 3.25 to 1.00 for a period of four consecutive fiscal quarters in connection with a Permitted Acquisition occurring during the first of such four fiscal quarters if the aggregate consideration paid or to be paid in respect of such Permitted Acquisition exceeds $75,000,000 (i) 4.0 to 1.0 such one-time increase, the “Temporary Leverage Ratio Step Up”). The Leverage Ratio shall be calculated, upon relevant financial statements becoming publicly available, as of the end last day of any each fiscal quarter of the Company during which a Qualified Acquisition has been consummated and based upon (a) for Indebtedness, Indebtedness as of the three last day of the relevant fiscal quarter, (3b) consecutive fiscal quarters ending immediately following such for Unrestricted Cash, Unrestricted Cash as of the last day of the relevant fiscal quarter and (each such period of c) for Adjusted EBITDA, the actual amount for the four (4) consecutive most recently completed fiscal quartersquarters (including the relevant fiscal quarter); provided that, a “Qualified Acquisition Adjusted Covenant Period”) in determining Indebtedness and (ii) 4.5 Unrestricted Cash, to 1.0 as of the end of any fiscal quarter extent reflected in the consolidated results or condition of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(ii)or any Subsidiary, the applicable maximum Leverage Ratio Non-Owned Percentage of Indebtedness and/or Unrestricted Cash of any consolidated Subsidiary shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth reversed and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 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); orexcluded therefrom.

Maximum Leverage Ratio. Permit The ratio of (i) Consolidated Funded Debt to (ii) Gross Asset Value (the “Leverage Ratio”), to exceed 0.60 to 1.0 at any time; provided, however, (A) upon the election of the Borrower, if a member of the Consolidated Group consummates an acquisition or merger permitted by Section 9.4 the Leverage Ratio may be increased to, and the Borrower shall not permit the Leverage Ratio to exceed, 0.65 to 1.0 at any time during the end of any consecutive four-fiscal quarter to be greater than: 3.5 to 1.0; provided period that the Company may, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 to 1.0 begins as of the end first day of any the fiscal quarter of in which such acquisition or merger was consummated (the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Leverage Ratio Increase Period”) and (iiB)(I) 4.5 Consolidated Funded Debt shall be adjusted by deducting therefrom an amount equal to 1.0 as the lesser of (x) the amount by which the unrestricted cash and cash equivalents of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(ii), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 Consolidated Group at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the such fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, exceeds $35,000,000 and (y) Consolidated Funded Debt that by its terms is scheduled to mature on or before the Company date that is 24 months from the date of calculation, and (II) Gross Asset Value shall be adjusted by deducting therefrom the amount by which Consolidated Funded Debt is adjusted under the preceding clause (B)(I) of this proviso; provided further, however, that the Borrower may not elect any Adjusted Covenant Period for at least to increase the Leverage Ratio as provided in clause (A) of this proviso (x) more than two times during the term of this Agreement and (y) unless one full fiscal quarters following quarter has elapsed between the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum first Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 as Increase Period and the beginning 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); orsecond Leverage Ratio Increase Period.

Maximum Leverage Ratio. Permit The Company will not permit the ratio (the “Leverage Ratio at Ratio”), determined as of the end last day of any each of its fiscal quarters ending on and after September 30, 2019, of (i) (x) Consolidated Indebtedness minus (y) the Liquidity Amount, in each case as of the last day of such fiscal quarter to be greater than: 3.5 to 1.0; provided that (ii) Consolidated EBITDA for the Company may, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 to 1.0 as of the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quartersquarters ending with the last day of such fiscal quarter, all calculated for the Company and its Subsidiaries on a “Qualified consolidated basis, to be greater than 3.50 to 1.00; provided, however, that if at any time following the consummation of a Significant Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of permitted by Section 10.2 occurring after September 30, 2014, upon the end of any fiscal quarter written election of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9delivered in a compliance certificate pursuant to Section 9.1(c) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(ii), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after with respect to the fiscal quarter in which the Additional Qualified such a Significant Acquisition is consummated. Notwithstanding consummated or with respect to either of the foregoingtwo immediately succeeding fiscal quarters (a “Significant Acquisition Election”), (x) during any five consecutive year term and subject to compliance by the Company with the other terms of this Agreement, the Leverage Ratio permitted pursuant to this Section 10.9(a) shall be deemed to be set at not greater than 4.00 to 1.00 for the fiscal quarter in which such Significant Acquisition was consummated and the two immediately succeeding fiscal quarters (such three consecutive fiscal quarter period, a “Leverage Holiday Period”). The Company may elect no more than shall only be permitted to make two Qualified Significant Acquisition Adjusted Covenant Periods Elections during the term of this Agreement and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) once the Company may makes such a Significant Acquisition Election permitted under this Section 10.9(a), it shall be in effect for the Leverage Holiday Period and shall not elect any Adjusted Covenant Period be revocable; provided, that in the event the Company makes a Significant Acquisition Election, it shall not be permitted to make a second Significant Acquisition Election until it has maintained a Leverage Ratio of 3.50 to 1.00 or less for at least two four consecutive fiscal quarters following the end of an Adjusted Covenant Period before the initial Leverage Holiday Period. For purposes of calculations under this Section 10.9(a), Consolidated Indebtedness shall not include 75% of the principal amount of any mandatorily convertible unsecured bonds, debentures, preferred stock or similar instruments in a new Adjusted Covenant Period principal amount not to exceed $500,000,000 in the aggregate during the term of this Agreement which are payable in no more than three years (whether by redemption, call option or otherwise) solely in common stock or other common equity interests. For purposes of calculations under this Section 10.9(a), prior to the consummation of the Bengal Acquisition (or during the period from the Amendment No. 5 Effective Date until the date that is available again pursuant 90 days after the termination of the Bengal Acquisition Agreement), Consolidated Indebtedness shall not include Specified Senior Notes Indebtedness; provided, that (a) the release of the proceeds of the Specified Senior Note Indebtedness to clauses the Company and its Subsidiaries is contingent upon the consummation of the Bengal Acquisition and, pending such release, such proceeds are held in escrow (a)(iand, if the Bengal Acquisition Agreement is terminated prior to the consummation of the Bengal Acquisition or if the Bengal Acquisition is otherwise not consummated by the date specified in the Specified Senior Notes Indenture, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Company and its Subsidiaries in respect of the Specified Senior Notes Indebtedness) or (a)(iib) the Specified Senior Notes Indenture contains a “special mandatory redemption” provision (it being understood or other similar provision) or otherwise permits the Specified Senior Notes Indebtedness to be redeemed or prepaid if the Bengal Acquisition is not consummated by the date specified in the Specified Senior Notes Indenture (and agreed that at if the end Bengal Acquisition Agreement is terminated in accordance with its terms prior to the consummation of an Adjusted Covenant Periodthe Bengal Acquisition or the Bengal Acquisition is otherwise not consummated by the date specified in the Specified Senior Notes Indenture, the maximum Leverage Ratio permitted under Specified Senior Notes Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be). As used in this Section 6.08(a) shall revert to 3.5 to 1.0 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 above10.9(a); or,

Maximum Leverage Ratio. Permit the Leverage Ratio at the end of any fiscal quarter to be greater than: 3.5 to 1.0; provided that the Company mayThe Borrowers will not, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 to 1.0 as of the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(ii), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoingending April 30, (x) during any five consecutive year term of this Agreement2007, the Company may elect no more allow their Leverage Ratio to be greater than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period3.90 to 1.00, and (y) the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Periodwill not, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 as of the end of each subsequent fiscal quarter unless allow their Leverage Ratio to be greater than 3.75 to 1.00” E. Section 10.10, entitled “Release of Collateral,” is hereby amended by adding the following sentence: “Lender, upon the effectiveness of the Third Amendment and until another Adjusted Covenant Period the execution and delivery by Borrower of the Foreign Accounts Credit Agreement (as defined in Section F to this Third Amendment), hereby releases the security interest granted to Lender in all of its Foreign Accounts and in all general intangible rights of Borrowers under any and all insurance insuring the collection of Foreign Accounts (the “Foreign Accounts and Insurance Security Interest”). Effective at such time as payment in full is elected pursuant made of all obligations of Borrower under, and termination of, the Foreign Accounts Credit Agreement and all payments and requirements have been made and accomplished as required under the Foreign Accounts Insurance, including without limitation, the assignment to the terms Insurer of all Accounts as to which a claim shall have been made under the Foreign Accounts Insurance, Borrower agrees to grant a security interest in the Foreign Accounts to Lender (or if at such time there are one or more co-lenders under this Credit Agreement, to Regions Bank as Agent for the benefit of all such Lenders), and conditions described aboveany proceeds thereafter received from the insurer of the Foreign Accounts will be applied to reduce the principal amount of Advances outstanding, and item (6) under the definition of “Eligible Accounts” as in effect prior to this Third Amendment will be reinstated as set forth in the Existing Credit Agreement. F. Lender and Borrowers acknowledge that: (i) Borrowers and Lender are entering into a certain Foreign Accounts Credit and Security Agreement (“Foreign Accounts Credit Agreement”); or(ii) when executed and delivered, the Indebtedness to be incurred thereunder will constitute Indebtedness permitted to be incurred under Section 7.2 of the Existing Credit Agreement, entitled “Indebtedness”; and (iii) the Foreign Accounts and Insurance Security Interest to be granted to Regions to secure such Indebtedness will constitute a “Permitted Encumbrance” under the definition thereof and Section 7.1 of the Existing Credit Agreement, entitled “Liens”. G. Lender and Borrowers acknowledge that the following Indebtedness of Borrowers to Lender constitutes Indebtedness permitted under Section 7.2 of the Existing Credit Agreement and that the liens securing such Indebtedness are Permitted Encumbrances under the definition thereof and Section 7.1 of the Existing Credit Agreement: (i) equipment loan in current principal amount of $594,474; (ii) equipment loan in current principal amount of $784,709; (iii) $1,000,000 equipment purchase line of credit; (iv) two industrial revenue bond real estate financings of $2,087,292 and $2,099,959, respectively, in favor of Synergetics Development Company (wholly owned subsidiary of Synergetics); and (v) real estate mortgage loan to Synergetics Development Company in current principal amount of $153,750.

Maximum Leverage Ratio. Permit The Borrower will not permit the ratio (the “Leverage Ratio at Ratio”), determined as of the end of any each of its fiscal quarter quarters ending on and after June 30, 2018, of (i) Consolidated Total Indebtedness to (ii) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Borrower and its Subsidiaries on a consolidated basis, to be greater than: 3.5 than 3.50 to 1.01.00; provided that that, notwithstanding the Company mayforegoing, by written notice the Borrower shall be permitted on up to three (3) occasions during the Administrative Agent for distribution to the Lenders, elect term of this Agreement to increase the maximum Leverage Ratio permitted under this Section 6.08(a6.12(a) to (i) 4.0 4.00 to 1.0 as 1.00 for a period of the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) four consecutive fiscal quarters ending immediately following (such fiscal quarter (each such period of four (4) consecutive fiscal quartersperiod, a an “Qualified Acquisition Adjusted Covenant Period”) in connection with a Permitted Acquisition occurring during the first of such four fiscal quarters if the aggregate consideration paid or to be paid in respect of such Permitted Acquisition and any other Permitted Acquisition consummated in the preceding six (ii6) 4.5 months equals or exceeds $50,000,000 (and in respect of which the Borrower shall provide notice in writing to 1.0 as the Administrative Agent (for distribution to the Lenders) of such increase and a transaction description of such Permitted Acquisition (regarding the name of the end of any fiscal quarter Person or summary description of the Company during which an Additional Qualified Acquisition has been consummated assets being acquired and the eight approximate purchase price)), so long as the Borrower is in compliance on a pro forma basis with the maximum Leverage Ratio of 4.00 to 1.00 on the closing date of such Permitted Acquisition immediately after giving effect (8) consecutive fiscal quarters ending immediately following including pro forma effect) to such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”)Permitted Acquisition; provided, further, that in the case of this clause (a)(ii), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth it is understood and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, agreed that (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company Borrower may not elect any a new Adjusted Covenant Period for at least two (2) consecutive fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses and (a)(iy) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a6.12(a) shall revert to 3.5 3.50 to 1.0 1.00 as of the end of each subsequent fiscal quarter unless such Adjusted Covenant Period and thereafter until another Adjusted Covenant Period (if any) is elected pursuant to the terms and conditions described abovein this Section 6.12(a); or.

Maximum Leverage Ratio. Permit On the Leverage Ratio at Funding Date, the end ratio of any fiscal quarter to be greater than: 3.5 to 1.0; provided that (i) Consolidated Total Debt as of the Company may, by written notice Funding Date after giving effect to the Administrative Agent for distribution to transactions contemplated by the Lenders, elect to increase applicable Restructuring Documentation (including repayment of the maximum Leverage Ratio permitted under this Indebtedness described in Section 6.08(a3.2(b)) to (i) 4.0 to 1.0 as of the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 Consolidated Adjusted EBITDA for the latest twelve-month period ending not less than 45 days prior to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quartersFunding Date, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that calculated on a pro forma basis in the case of this clause (a)(iiaccordance with Section 6.7(d), the applicable maximum Leverage Ratio shall not be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummatedgreater than 4.50:1.00. Notwithstanding the foregoing, solely for purposes of determining whether the Borrower has satisfied the foregoing condition, any Permitted Additional Equity contribution made to the Borrower within 5 Business Days prior to the Funding Date will, at the request of the Borrower, be included in the calculation of Consolidated Adjusted EBITDA; provided that (xA) during any five consecutive year term the amount of this Agreement, such Permitted Additional Equity contribution and the Company may elect use of proceeds therefrom will be disregarded for all other purposes under the Credit Documents (including calculating Consolidated Adjusted EBITDA for purposes of determining basket levels and all other items governed by reference to Consolidated Adjusted EBITDA); (B) the amount of such Permitted Additional Equity contribution shall be no more greater than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, the amount required to cause Borrower to be in compliance with the foregoing condition; and (yC) (1) the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 as aggregate Commitments of the end Lenders shall be reduced by an amount equal to such Permitted Additional Equity contribution and (2) each Lender’s Commitment shall be reduced by its Pro Rata Share (calculated immediately prior to giving effect to such Permitted Additional Equity contribution) of each subsequent fiscal quarter unless and until another Adjusted Covenant Period is elected pursuant to the terms and conditions described above); orsuch Permitted Additional Equity contribution.

Maximum Leverage Ratio. Permit Not permit the Leverage Ratio at the end ratio of (a) Consolidated Total Debt as of any day to (b) Consolidated Adjusted EBITDA for the four fiscal quarter period either ending on, or most recently preceding, such date of determination to be greater than: 3.5 to 1.0exceed 3.75:1.00; provided that for the Company mayfour-fiscal quarter periods ending on September 30, 2001 and December 31, 2001, the Companies shall not permit such ratio to exceed 4.25:1.00." 4. At the request of the Companies, FPM hereby waives the Companies' failure to comply with the provisions of Paragraph 7.10 at June 30, 2001 by written notice permitting the ratio of Consolidated Total Debt on June 30, 2001 to (b) Consolidated Adjusted EBITDA for the four-fiscal quarter period ending June 30, 2001 to exceed 3.75:1.00. FPM shall not have an obligation hereunder to forbear from legal action or the exercise of creditor remedies if, after June 30, 2001 or the date hereof, the Companies shall fail to comply with the provisions of the Consignment, Forward Contracts and Trading Line Agreement or any other document evidencing or securing the obligations and indebtedness of the Companies to FPM or if there shall be in existence on June 30, 2001 or the date hereof any other default by the Companies in their obligations to FPM. 5. This First Amendment and Agreement and Limited Waiver is made without prejudice to any and all other rights and remedies FPM may have under applicable law or under any other document evidencing or securing any obligation of the Companies to FPM, except as expressly limited hereby. In addition, the foregoing waiver is strictly limited as set forth herein and shall not be construed as a precedent for any other waiver, including without limitation, any previous or future waiver of the provision listed herein. The absence of any specific waiver of the foregoing default on any prior date shall not be construed as a basis for any additional or other present or future waiver of any provision of the Consignment, Forward Contracts and Trading Line Agreement, or any document or instrument securing the Consignment, Forward Contracts and Trading Line Agreement. 6. All references to the Administrative Agent for distribution "Consignment, Forward Contracts and Trading Line Agreement" in all documents or agreements by and between the parties hereto, shall from and after the effective date hereof refer to the LendersConsignment, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to (i) 4.0 to 1.0 Forward Contracts and Trading Line Agreement, as amended hereby, and all obligations of the end Companies under the Consignment, Forward Contracts and Trading Line Agreement, as amended hereby, shall be secured by and be entitled to the benefits of any fiscal quarter such other documents and agreements. 7. Except as amended hereby, the Consignment, Forward Contracts and Trading Line Agreement shall remain in full force and effect and is in all respects hereby ratified and affirmed. 8. The Companies jointly and severally covenant and agree to pay all out-of-pocket expenses, costs and charges incurred by FPM (including reasonable fees and disbursements of counsel) in connection with the Company during preparation and implementation of this First Amendment and Agreement to, and Limited Waiver to, Consignment, Forward Contracts and Trading Line Agreement Agreement. The Companies also jointly and severally covenant and agree to pay promptly all taxes and recording and filing fees payable under applicable law with respect to the amendment effected hereby. 9. This First Amendment and Agreement to Consignment, Forward Contracts and Trading Line Agreement may be executed in separate counterparts, each of which a Qualified Acquisition has been consummated shall be deemed an original, but all of which together shall constitute one and the three (3) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(ii), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummatedsame instrument. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 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); or*THE NEXT PAGE IS A SIGNATURE PAGE*

Maximum Leverage Ratio. Permit the Leverage Ratio Ratio, at the end last day of any fiscal quarter set forth below of the Borrowers and their Restricted Subsidiaries on a consolidated basis, in each case if such fiscal quarter is ending after the Exit Facility Conversion Date, to be greater thanthan the ratio set forth below for such applicable quarter end date: 3.5 June 30, 2012 through September 30, 2013 2.25 to 1.01.00 December 31, 2013 and thereafter 2.00 to 1.00 Notwithstanding anything to the contrary contained in this Agreement, in the event that the Borrowers fail to comply with the financial covenants contained in this Section 6.11, until the 5th day subsequent to the date on which financial statements are delivered pursuant to Section 5.04(b), Holdings shall have the right to make common equity contributions to the Borrowers (the “Equity Cure Contributions”) with the cash proceeds of common equity contributed to Holdings, which shall be treated on a dollar-for-dollar basis as Consolidated EBITDA solely for the purposes of complying with the financial covenants contained in this Section 6.11; provided that the Company may, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to that (i) 4.0 to 1.0 as during any four fiscal period of the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) Borrowers, there shall be at least two consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”) and where no Equity Cure Contributions are made; (ii) 4.5 to 1.0 as of during the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(ii), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and five Equity Cure Contributions are permitted; (yiii) the Company may not elect amount of such Equity Cure Contribution shall be no greater than that required to cause the Borrowers to be in compliance with the financial covenants contained in this Section 6.11; (iv) any Adjusted Covenant Period reduction in Indebtedness with the proceeds in respect of such Equity Cure Contribution shall be ignored for at least two fiscal quarters purposes of determining compliance with the financial covenants set forth in this Section 6.11 for any period to the extent that Consolidated EBITDA for such period is increased as a result of such Equity Cure Contribution; (v) if, after giving effect to the recalculation of the financial covenant following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Periodsuch Equity Cure Contribution, the maximum Leverage Ratio permitted under Borrowers shall then be in compliance with the financial covenants set forth in this Section 6.08(a) 6.11, the Borrower shall revert be deemed to 3.5 to 1.0 be in compliance with such financial covenants as of the end relevant date of each subsequent fiscal quarter unless determination with the same effect as though there had been no failure to comply therewith at such date, and until another Adjusted Covenant Period is elected pursuant to the terms applicable breach or default of the covenants contain in this Section 6.11 which had occurred shall be deemed cured for all purposes of this Agreement and conditions described above)the other Loan Documents; orand (vi) all Equity Cure Contributions shall be ignored for all purposes under this Agreement (other than as set forth in this Section 6.11) including, without limitation, the definition of “Unrestricted Domestic Cash and Cash Equivalents” and the other covenants set forth in Article VI.

Maximum Leverage Ratio. Permit The Company will not permit the ratio (the “Leverage Ratio at Ratio”), determined as of the end of any each of its fiscal quarter quarters ending on and after October 31, 2015, of (i) Consolidated Total Indebtedness to (ii) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Company and its Subsidiaries on a consolidated basis, to be greater than: 3.5 than 2.75 to 1.0; provided that 1.00. Notwithstanding the foregoing, the Company mayshall be permitted, by written notice but in no event on more than two (2) occasions during the term of this Agreement, to the Administrative Agent for distribution to the Lenders, elect to increase allow the maximum Leverage Ratio permitted under this Section 6.08(a6.09(a) to (i) 4.0 be increased to 1.0 as 3.25 to 1.00 for a period of the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) four consecutive fiscal quarters ending immediately following (such fiscal quarter (each such period of four (4) consecutive fiscal quartersperiod, a an “Qualified Acquisition Adjusted Covenant Period”) in connection with a Qualifying Material Acquisition occurring during the first of such four fiscal quarters (and in respect of which the Company shall provide notice in writing to the Administrative Agent (iifor distribution to the Lenders) 4.5 to 1.0 as of such increase and a transaction description of such Qualifying Material Acquisition (including the name of the end of any fiscal quarter person or summary description of the Company during which an Additional Qualified Acquisition has been consummated assets being acquired and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”approximate purchase price); provided, further, that in the case of this clause (a)(ii), so long as the applicable Company is in compliance on a pro forma basis with the maximum Leverage Ratio shall be reduced by 0.25:1.00 at of 3.25 to 1.00 on the end closing date of the second, fourth, sixth such Qualifying Material Acquisition immediately after giving effect (including pro forma effect) to such Qualifying Material Acquisition; provided that it is understood and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, agreed that (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any a new Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses and (a)(iy) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a6.09(a) shall revert to 3.5 2.75 to 1.0 1.00 as of the end of each subsequent fiscal quarter unless such Adjusted Covenant Period and thereafter until another Adjusted Covenant Period (if any) is elected pursuant to the terms and conditions described above); or.

Maximum Leverage Ratio. Permit Beginning with the fiscal quarter ending March 31, 2017, the Borrower will not permit the Leverage Ratio at Ratio, determined as of the end of any each of its fiscal quarter quarters for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Borrower and its Restricted Subsidiaries on a consolidated basis to be greater than: 3.5 than 2.75 to 1.01.00; provided that the Company Borrower may, by written notice only twice during the term of this Agreement in connection with a Permitted Acquisition for which the aggregate consideration paid or to the Administrative Agent for distribution to the Lendersbe paid in respect thereof equals or exceeds $100,000,000, elect to increase the maximum Leverage Ratio permitted under hereunder to 3.25 to 1.00 for a period of four consecutive fiscal quarters commencing with the fiscal quarter in which such Permitted Acquisition occurs (any such election in respect of the maximum Leverage Ratio pursuant to this Section 6.08(a6.10(a) being referred to as an “Acquisition Holiday”); provided further that, notwithstanding the foregoing, at least two (i2) 4.0 to 1.0 as of consecutive full fiscal quarters must elapse between the end of any fiscal quarter the first Acquisition Holiday and the beginning of the Company during which a Qualified second Acquisition has been consummated and Holiday. Notwithstanding the three foregoing or anything to the contrary set forth herein, (3x) consecutive for the fiscal quarters ending immediately following such March 31, 2020, June 30, 2020, September 30, 2020, December 31, 2020, and March 31, 2021, the Borrower shall not be required to comply with the requirements of this Section 6.10(a), and shall not be required to deliver any reporting in respect of this covenant; (y) for the fiscal quarter (each such period of four (4) consecutive fiscal quartersending June 30, a “Qualified Acquisition Adjusted Covenant Period”) and (ii) 4.5 to 1.0 as of the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(ii)2021, the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at 3.00 to 1.00 instead of 2.75 to 1.00, the end Acquisition Holiday shall not be available, and the Borrower shall have to deliver reporting in respect of the second, fourth, sixth this covenant; and eighth full fiscal quarters ending after (z) for the fiscal quarter in which ending September 30, 2021, and for each fiscal quarter thereafter, the Additional Qualified Acquisition is consummated. Notwithstanding Borrower shall comply with the foregoing, (x) during any five consecutive year term terms of this AgreementSection 6.10(a) as contemplated above, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and (y) the Company may not elect any Adjusted Covenant Period for at least two fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Period, the maximum Leverage Ratio permitted under this Section 6.08(a) shall revert to 3.5 to 1.0 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); orincluding all reporting requirements.

Maximum Leverage Ratio. Permit the Leverage Ratio Ratio, at the end last day of any fiscal quarter set forth below of the Borrowers and their Restricted Subsidiaries on a consolidated basis, in each case if such fiscal quarter is ending after the Exit Facility Conversion Date, to be greater thanthan the ratio set forth below for such applicable quarter end date: 3.5 Notwithstanding anything to 1.0the contrary contained in this Agreement, in the event that the Borrowers fail to comply with the financial covenants contained in this Section 6.11, until the 5th day subsequent to the date on which financial statements are delivered pursuant to Section 5.04(b), Holdings shall have the right to make common equity contributions to the Borrowers (the “Equity Cure Contributions”) with the cash proceeds of common equity contributed to Holdings, which shall be treated on a dollar-for-dollar basis as Consolidated EBITDA solely for the purposes of complying with the financial covenants contained in this Section 6.11; provided that the Company may, by written notice to the Administrative Agent for distribution to the Lenders, elect to increase the maximum Leverage Ratio permitted under this Section 6.08(a) to that (i) 4.0 to 1.0 as during any four fiscal period of the end of any fiscal quarter of the Company during which a Qualified Acquisition has been consummated and the three (3) Borrowers, there shall be at least two consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of four (4) consecutive fiscal quarters, a “Qualified Acquisition Adjusted Covenant Period”) and where no Equity Cure Contributions are made; (ii) 4.5 to 1.0 as of during the end of any fiscal quarter of the Company during which an Additional Qualified Acquisition has been consummated and the eight (8) consecutive fiscal quarters ending immediately following such fiscal quarter (each such period of nine (9) consecutive fiscal quarters, an “Additional Qualified Acquisition Adjusted Covenant Period”); provided, further, that in the case of this clause (a)(ii), the applicable maximum Leverage Ratio shall be reduced by 0.25:1.00 at the end of the second, fourth, sixth and eighth full fiscal quarters ending after the fiscal quarter in which the Additional Qualified Acquisition is consummated. Notwithstanding the foregoing, (x) during any five consecutive year term of this Agreement, the Company may elect no more than two Qualified Acquisition Adjusted Covenant Periods and no more than one Additional Qualified Acquisition Adjusted Covenant Period, and five Equity Cure Contributions are permitted; (yiii) the Company may not elect amount of such Equity Cure Contribution shall be no greater than that required to cause the Borrowers to be in compliance with the financial covenants contained in this Section 6.11; (iv) any Adjusted Covenant Period reduction in Indebtedness with the proceeds in respect of such Equity Cure Contribution shall be ignored for at least two fiscal quarters purposes of determining compliance with the financial covenants set forth in this Section 6.11 for any period to the extent that Consolidated EBITDA for such period is increased as a result of such Equity Cure Contribution; (v) if, after giving effect to the recalculation of the financial covenant following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to clauses (a)(i) or (a)(ii) (it being understood and agreed that at the end of an Adjusted Covenant Periodsuch Equity Cure Contribution, the maximum Leverage Ratio permitted under Borrowers shall then be in compliance with the financial covenants set forth in this Section 6.08(a) 6.11, the Borrower shall revert be deemed to 3.5 to 1.0 be in compliance with such financial covenants as of the end relevant date of each subsequent fiscal quarter unless determination with the same effect as though there had been no failure to comply therewith at such date, and until another Adjusted Covenant Period is elected pursuant to the terms applicable breach or default of the covenants contain in this Section 6.11 which had occurred shall be deemed cured for all purposes of this Agreement and conditions described above)the other Loan Documents; orand (vi) all Equity Cure Contributions shall be ignored for all purposes under this Agreement (other than as set forth in this Section 6.11) including, without limitation, the definition of “Unrestricted Domestic Cash and Cash Equivalents” and the other covenants set forth in Article VI.