Common use of Maximum Net Leverage Ratio Clause in Contracts

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

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

Maximum Net Leverage Ratio. The Parent shall Borrower will not permit the ratio (the “Net Leverage Ratio Ratio”), determined as of the end of each of its fiscal quarters ending on and after December 31, 2018, of (i) Consolidated Net Indebtedness to (ii) Consolidated EBITDA for the last day of any period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Parent Borrower and its Subsidiaries on a consolidated basis, to exceed 3.75 be greater than 3.25 to 1.00; provided, that (i) the Company Borrower may, by written notice to the Administrative Agent for distribution to the Lenders and on not more than two times (2) occasions during any five consecutive year the term of this Agreement, elect to increase the maximum Net Leverage Ratio permitted under this Section 6.01 6.05(a) to 4.25 3.75 to 1.00 as for a period of the end of each of the first four six (46) periods of four consecutive fiscal quarters in connection with, and commencing with the first fiscal quarter ending on after, an Acquisition or after the date series of consecutive Acquisitions occurring during a Permitted Acquisition, consecutive ninety (90) day period if (x) the aggregate consideration paid or to be paid in respect of such Permitted Acquisition is Acquisitions equals or exceeds $300,000,000 or (y) EBITDA of the targets acquired in connection with such Acquisitions equal or exceeds an amount equal to or greater than $250,000,000 10% of Consolidated EBITDA of the Borrower and its Subsidiaries (any calculated without giving effect to such four consecutive periods Acquisitions) for the period of four consecutive fiscal quarters following ending with the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such a Permitted Acquisitionfinancial statements, ending with the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) (each such period, an “Adjusted Covenant Period”) and (ii) in connection with any such election, the Company shall have delivered to the Administrative Agent, at least five business days prior to consummating such Acquisition, notice of such Acquisition and pro forma calculations (in form and detail reasonably satisfactory to the Administrative Agent) demonstrating compliance with the maximum Net Leverage Ratio required by the foregoing clause (i) (it being understood and agreed that (A) the Company may not elect an Adjusted Covenant Period for at least two (2) fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to the foregoing clause (i) and (B) at the end of an Adjusted Covenant Period, the maximum Net Leverage Ratio permitted under this Section 6.01 shall revert to 3.75 to 1.00 as of the end of each subsequent fiscal quarter unless and until another Adjusted Covenant Period is elected pursuant to the terms and conditions described above).

Maximum Net Leverage Ratio. The Parent shall Borrower will not permit the ratio (the “Net Leverage Ratio Ratio”), determined as of the end of each of its fiscal quarters ending on and after December 31, 2018, of (i) Consolidated Net Indebtedness to (ii) Consolidated EBITDA for the last day of any period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Parent Borrower and its Subsidiaries on a consolidated basis, to exceed 3.75 be greater than 3.25 to 1.00; provided, that (i) the Company Borrower may, by written notice to the Administrative Agent for distribution to the Lenders and on not more than two times (2) occasions during any five consecutive year the term of this Agreement, elect to increase the maximum Net 49 Leverage Ratio permitted under this Section 6.01 6.05(a) to 4.25 3.75 to 1.00 as for a period of the end of each of the first four six (46) periods of four consecutive fiscal quarters in connection with, and commencing with the first fiscal quarter ending on after, an Acquisition or after the date series of consecutive Acquisitions occurring during a Permitted Acquisition, consecutive ninety (90) day period if (x) the aggregate consideration paid or to be paid in respect of such Permitted Acquisition is Acquisitions equals or exceeds $300,000,000 or (y) EBITDA of the targets acquired in connection with such Acquisitions equal or exceeds an amount equal to or greater than $250,000,000 10% of Consolidated EBITDA of the Borrower and its Subsidiaries (any calculated without giving effect to such four consecutive periods Acquisitions) for the period of four consecutive fiscal quarters following ending with the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such a Permitted Acquisitionfinancial statements, ending with the last fiscal quarter included in the financial statements referred to in Section 3.04(a)) (each such period, an “Adjusted Covenant Period”) and (ii) in connection with any such election, the Company shall have delivered to the Administrative Agent, at least five business days prior to consummating such Acquisition, notice of such Acquisition and pro forma calculations (in form and detail reasonably satisfactory to the Administrative Agent) demonstrating compliance with the maximum Net Leverage Ratio required by the foregoing clause (i) (it being understood and agreed that (A) the Company may not elect an Adjusted Covenant Period for at least two (2) fiscal quarters following the end of an Adjusted Covenant Period before a new Adjusted Covenant Period is available again pursuant to the foregoing clause (i) and (B) at the end of an Adjusted Covenant Period, the maximum Net Leverage Ratio permitted under this Section 6.01 shall revert to 3.75 to 1.00 as of the end of each subsequent fiscal quarter unless and until another Adjusted Covenant Period is elected pursuant to the terms and conditions described above).