Common use of Consolidated Net Leverage Ratio Clause in Contracts

Consolidated Net Leverage Ratio. Maintain a Consolidated Net Leverage Ratio of the Borrower and its Restricted Subsidiaries, which shall be calculated at the end of each fiscal quarter of the Borrower, of not greater than 3.50:1.00; provided, however, that the Consolidated Net Leverage Ratio level set forth above may, at the election of the Borrower and upon written notice to the Administrative Agent prior to the consummation of a Qualified Permitted Acquisition, be increased by 0.50:1.00 (a “half-turn”) in connection with a Permitted Acquisition with aggregate cash and non-cash consideration (including assumed Indebtedness, the good faith estimate by the Borrower of the maximum amount of any deferred purchase price obligations (including the Borrower’s good faith estimate of any anticipated Earn Out Obligations) and Equity Interests) paid in connection therewith in excess of $150,000,000 (each such Permitted Acquisition, a “Qualified Permitted Acquisition”), with a 0.25:1.0 step-down for the first four fiscal quarter period ending after the date that is six (6) months after such Permitted Acquisition and another 0.25:1.0 step-down (returning the required Consolidated Net Leverage Ratio to the then otherwise required ratio) for the first four fiscal quarter period ending after the date that is twelve (12) months after such Permitted Acquisition; provided further that, (w) in any event, the maximum Consolidated Net Leverage Ratio for any period of four fiscal quarters shall not be increased to be greater than 4.00:1.00, (x) the Consolidated Net Leverage Ratio levels shall not be increased pursuant to the foregoing proviso on more than two occasions during the term of this Credit Agreement (commencing on the First Amendment Effective Date), (y) following any increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso, no subsequent increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso may be made until after the required Consolidated Net Leverage Ratio has been at the applicable level set forth above (without giving effect to any increase pursuant to the foregoing proviso) for at least one full fiscal quarter and (z) any such increase of the Consolidated Net Leverage Ratio levels pursuant to this Section 7.07(a) shall apply only with respect to the calculation of the Consolidated Net Leverage Ratio for purposes of determining compliance with this Section 7.07(a) and for purposes of any Qualified Permitted Acquisition Pro Forma Calculation.

Consolidated Net Leverage Ratio. Maintain a The Company will not permit its Consolidated Net Leverage Ratio at the end of any fiscal quarter to exceed 3.50:1.00; provided that, upon notice by the Company to the holders of Notes, as of the Borrower last day of each of the four consecutive fiscal quarters immediately following a Qualified Acquisition (the “Adjustment Period”), such ratio may be greater than 3.50 to 1.00, but in no event greater than 4.00 to 1.00, and its Restricted Subsidiariesin which event, which the Company shall be obligated to pay the Incremental Interest provided for in Section 1.3; provided further that in no event may the Consolidated Net Leverage Ratio be greater than 3.50 to 1.00 following a Qualified Acquisition on more than three (3) separate occasions during the term of this Agreement and the Consolidated Net Leverage Ratio may not exceed 3.50 to 1.00 for at least two (2) consecutive fiscal quarters in between each Adjustment Period. The Consolidated Net Leverage Ratio will be calculated at the end of each fiscal quarter quarter, using the results of the Borrowertwelve-month period ending with that fiscal quarter, of not greater than 3.50:1.00; providedit being understood that to the extent any Qualified Acquisition shall have occurred during such period, however, that the Consolidated Net Leverage Ratio level shall be calculated as if such acquisition occurred at the beginning of such period. Notwithstanding the foregoing, if any Material Credit Facility includes provisions related to a leverage ratio (including any substantially similar concepts and any related definitions, the “MFL Leverage Covenant Provisions”) and such MFL Leverage Covenant Provisions are more favorable to the lenders thereunder (including, without limitation, if the leverage ratio in such Material Credit Facility is calculated on a gross basis), such MFL Leverage Covenant Provisions will be incorporated herein, mutatis mutandi, as if set forth above mayfully in this Agreement, at the election of the Borrower and upon written notice to the Administrative Agent prior to the consummation of a Qualified Permitted Acquisition, be increased by 0.50:1.00 (a “half-turn”) in connection with a Permitted Acquisition with aggregate cash and non-cash consideration (including assumed Indebtedness, the good faith estimate by the Borrower of the maximum amount of any deferred purchase price obligations (including the Borrower’s good faith estimate of any anticipated Earn Out Obligations) and Equity Interests) paid in connection therewith in excess of $150,000,000 (each such Permitted Acquisition, a “Qualified Permitted Acquisition”), with a 0.25:1.0 step-down for the first four fiscal quarter period ending after effective beginning on the date that is six (6) months after on which such Permitted Acquisition and another 0.25:1.0 step-down (returning the required Consolidated Net MFL Leverage Ratio to the then otherwise required ratio) for the first four fiscal quarter period ending after the date that is twelve (12) months after Covenant Provisions are effective under such Permitted Acquisition; provided further that, (w) in any event, the maximum Consolidated Net Leverage Ratio for any period of four fiscal quarters shall not be increased to be greater than 4.00:1.00, (x) the Consolidated Net Leverage Ratio levels shall not be increased pursuant to the foregoing proviso on more than two occasions during the term of this Material Credit Agreement (commencing on the First Amendment Effective Date), (y) following any increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso, no subsequent increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso may be made until after the required Consolidated Net Leverage Ratio has been at the applicable level set forth above (without giving effect to any increase pursuant to the foregoing proviso) for at least one full fiscal quarter and (z) any such increase of the Consolidated Net Leverage Ratio levels pursuant to this Section 7.07(a) shall apply only with respect to the calculation of the Consolidated Net Leverage Ratio for purposes of determining compliance with this Section 7.07(a) and for purposes of any Qualified Permitted Acquisition Pro Forma CalculationFacility.

Consolidated Net Leverage Ratio. Maintain a Consolidated Net Leverage Ratio of the The Borrower and its Restricted Subsidiaries, which shall be calculated at the end of each fiscal quarter of the Borrower, of not greater than 3.50:1.00; provided, however, that permit the Consolidated Net Leverage Ratio level set forth above may, at as of the election end of any fiscal quarter of the Borrower set forth below to be greater than the ratio corresponding to such fiscal quarter (or the period containing such fiscal quarter): Fiscal quarter in which the Initial Funding Date occurs and upon written notice the following four fiscal quarters 4.25 to 1.0 The fifth full fiscal quarter after the Administrative Agent prior fiscal quarter in which the Initial Funding Date occurs and the following three fiscal quarters 4.00 to 1.0 The ninth full fiscal quarter after the consummation of a Qualified Permitted Acquisitionfiscal quarter in which the Initial Funding Date occurs and each fiscal quarter thereafter 3.75 to 1.0 provided, be increased by 0.50:1.00 (a “half-turn”) however, in connection with a any Permitted Acquisition with aggregate cash and non-cash for which the purchase consideration (including assumed Indebtednessequals or exceeds $50,000,000, the good faith estimate by the Borrower of the maximum amount of any deferred purchase price obligations (including if the Borrower’s good faith estimate of any anticipated Earn Out Obligations) and Equity Interests) paid in connection therewith in excess of $150,000,000 (each Consolidated Net Leverage Ratio, calculated on a Pro Forma Basis after giving effect to such Permitted Acquisition, a “Qualified Permitted Acquisition”)would be less than, with a 0.25:1.0 step-down for the first four fiscal quarter period ending after the date that is six (6) months after such Permitted Acquisition and another 0.25:1.0 step-down (returning the required Consolidated Net Leverage Ratio but within 0.25 to the then otherwise required ratio) for the first four fiscal quarter period ending after the date that is twelve (12) months after such Permitted Acquisition; provided further that1.0 of, (w) in any eventor would equal or exceed, the maximum Consolidated Net Leverage Ratio for any period of four fiscal quarters shall not be increased to be greater than 4.00:1.00, (x) the Consolidated Net Leverage Ratio levels shall not be increased pursuant to the foregoing proviso on more than two occasions during the term of this Credit Agreement (commencing on the First Amendment Effective Date), (y) following any increase set forth in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso, no subsequent increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso may be made until after the required Consolidated Net Leverage Ratio has been at the applicable level set forth matrix above (without prior to giving effect to any increase pursuant to the foregoing proviso) for at least one full fiscal quarter and (z) any such increase of the Consolidated Net Leverage Ratio levels thereof pursuant to this Section 7.07(a) shall apply only with respect to proviso), the calculation of the otherwise applicable maximum Consolidated Net Leverage Ratio for purposes each of determining the four consecutive fiscal quarters, beginning with the fiscal quarter in which such Permitted Acquisition occurs (the “Adjustment Period”), shall be increased by an amount of .50 to 1.0 (but, in any event, not to exceed 4.50 to 1.0). Following the expiration of any Adjustment Period, the maximum Consolidated Net Leverage Ratio cannot be subsequently increased again as provided in this proviso (and a subsequent Adjustment Period cannot commence) until the Borrower has delivered a quarterly Compliance Certificate evidencing that it was in compliance with the maximum Consolidated Net Leverage Ratio as set forth in this Section 7.07(a8.11(a) and for purposes (after the decrease in such maximum Consolidated Net Leverage Ratio following the expiration of any Qualified Permitted Acquisition Pro Forma Calculationsuch Adjustment Period).

Consolidated Net Leverage Ratio. Maintain a Permit the Consolidated Net Leverage Ratio as of the Borrower and its Restricted Subsidiaries, which shall be calculated at the end of each any fiscal quarter of the Borrower, commencing with the first fiscal quarter of not the Borrower ending on or after the Effective Date, to be greater than 3.50:1.00(x) until the end of the fourth full fiscal quarter ending after the Effective Date, 4.00:1.00 and (y) thereafter, 3.75:1.00; provided, howeverthat, that upon the consummation of a Qualified Acquisition, for each of the four fiscal quarters of the Borrower immediately following the consummation of such Qualified Acquisition (including the fiscal quarter of the Borrower in which such Qualified Acquisition was consummated) (such period of increase, a “Leverage Increase Period”), the ratios set forth above shall be increased by 0.50:1.00; provided, further, that, (i) for at least two fiscal quarters of the Borrower immediately following each Leverage Increase Period, the Consolidated Net Leverage Ratio level set forth above may, at the election as of the Borrower and upon written notice to the Administrative Agent end of such fiscal quarters shall not be greater than 3.75:1.00 prior to giving effect to another Leverage Increase Period, and (ii) after the consummation of a Qualified Permitted Acquisition, be increased by 0.50:1.00 (a “half-turn”) in connection with a Permitted Acquisition with aggregate cash and non-cash consideration (including assumed Indebtedness, the good faith estimate by the Borrower of the maximum amount of any deferred purchase price obligations (including the Borrower’s good faith estimate of any anticipated Earn Out Obligations) and Equity Interests) paid in connection therewith in excess of $150,000,000 (each such Permitted Acquisition, a “Qualified Permitted Acquisition”), with a 0.25:1.0 step-down for the first four fiscal quarter period ending after the date that is six (6) months after such Permitted Acquisition and another 0.25:1.0 step-down (returning the required Consolidated Net Leverage Ratio to the then otherwise required ratio) for the first four fiscal quarter period ending after the date that is twelve (12) months after such Permitted Acquisition; provided further that, (w) in any event, the maximum Consolidated Net Leverage Ratio for any period of four fiscal quarters Increase Period shall not be increased to be greater than 4.00:1.00, (x) the Consolidated Net Leverage Ratio levels shall not be increased pursuant to the foregoing proviso on more than two occasions during the term of this Credit Agreement (commencing on the First Amendment Effective Date), (y) following any increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso, no subsequent increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso may be made until after the required Consolidated Net Leverage Ratio has been at the applicable level set forth above (without giving effect to any increase pursuant to the foregoing proviso) for at least one full fiscal quarter and (z) any such increase of the Consolidated Net Leverage Ratio levels pursuant to this Section 7.07(a) shall only apply only with respect to the following (and not for any other purpose): (A) the calculation of the Consolidated Net Leverage Ratio as of the end of any fiscal quarter of the Borrower for purposes of determining compliance with this Section 7.07(a8.11(a); (B) the calculation required by clause (d) in the proviso of the definition of “Permitted Acquisition” for the purpose of determining the permissibility of the consummation of the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (B) and not for any other purpose, unless and until such Qualified Permitted Acquisition Pro Forma Calculationis consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); (C) the calculation required by Section 2.16(d)(iii) for the purpose of determining the permissibility of the incurrence of any Incremental Term Loan the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (C) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))); and (D) the calculation required by clause (B) in the proviso of Section 8.03(g)(i) for the purpose of determining the permissibility of the incurrence of any Indebtedness the proceeds of which will be used to finance all or a portion of the consideration for the Qualified Acquisition triggering such Leverage Increase Period (it being understood and agreed that (1) if such Qualified Acquisition is a Limited Condition Acquisition, such calculation may be made as of the LCA Test Date with respect to such Limited Condition Acquisition, so long as the Qualified Acquisition Certificate with respect to such Qualified Acquisition is delivered on such LCA Test Date and (2) notwithstanding the delivery of such Qualified Acquisition Certificate, the Leverage Increase Period shall only apply for purposes of the calculation referenced in this clause (D) and not for any other purpose, unless and until such Qualified Acquisition is consummated (after which time the Leverage Increase Period shall only apply for the purposes otherwise set forth in this clause (ii))).

Consolidated Net Leverage Ratio. Maintain a Consolidated Net Leverage Ratio of the Borrower and its Restricted Subsidiaries, which shall be calculated at the end of each fiscal quarter of the Borrower, of not greater than 3.50:1.00; provided, however, that Permit the Consolidated Net Leverage Ratio level set forth above as of the end of any period of four fiscal quarters of the Borrower to be greater than 3.25:1.00. Notwithstanding the foregoing, if an acquisition or series of acquisitions involving aggregate consideration in excess of $500,000,000 occurs during any fiscal quarter, the Borrower may, at the election its election, in connection with such acquisition or series of the Borrower acquisitions and upon by delivering written notice to the Administrative Agent prior to within thirty (30) days following the consummation closing of a Qualified Permitted Acquisition, be increased by 0.50:1.00 such acquisition or series of acquisitions (a “half-turn”) in connection with a Permitted Acquisition with aggregate cash and non-cash consideration (including assumed Indebtedness, the good faith estimate by the Borrower of the maximum amount of any deferred purchase price obligations (including the Borrower’s good faith estimate of any anticipated Earn Out Obligations) and Equity Interests) paid in connection therewith in excess of $150,000,000 (each such Permitted Acquisitionnotice, a “Qualified Permitted AcquisitionLeverage Ratio Increase Election”), with a 0.25:1.0 step-down for the first four fiscal quarter period ending after the date that is six (6) months after such Permitted Acquisition and another 0.25:1.0 step-down (returning increase the required Consolidated Net Leverage Ratio pursuant to the then otherwise required ratio) this Section 7.08 to 3.75 to 1.00, which increase shall be applicable for the first four fiscal quarter period ending after in which such acquisition or series of acquisitions is consummated and the date that is twelve three (123) months after such Permitted Acquisition; provided further that, (w) in any event, the maximum Consolidated Net Leverage Ratio for any period of four consecutive fiscal quarters shall not be increased to be greater than 4.00:1.00, thereafter (x) the Consolidated Net Leverage Ratio levels shall not be increased pursuant to the foregoing proviso on more than two occasions period during the term of this Credit Agreement (commencing on the First Amendment Effective Date), (y) following which any such increase in the Consolidated Net Leverage Ratio level pursuant shall be in effect being called a “Leverage Ratio Increase Period”); provided, that (a) there shall be no more than two (2) Leverage Ratio Increase Elections during the term of this Agreement and (b) prior to the foregoing provisodelivery of the second Leverage Ratio Increase Election, no subsequent increase in either (x) the maximum Consolidated Net Leverage Ratio level permitted pursuant to the foregoing proviso may be made until this Section 7.08 must return to 3.25 to 1.00 for at least two (2) consecutive fiscal quarter ends after the required expiration of the first Leverage Ratio Increase Period or (y) the actual Consolidated Net Leverage Ratio has been at the applicable level set forth above (without giving effect shall not exceed 2.75 to any increase pursuant to the foregoing proviso) 1.00 for at least one full two (2) consecutive fiscal quarter and (z) any such increase ends after the commencement of the Consolidated Net a Leverage Ratio levels pursuant to this Section 7.07(a) shall apply only with respect to the calculation of the Consolidated Net Leverage Ratio for purposes of determining compliance with this Section 7.07(a) and for purposes of any Qualified Permitted Acquisition Pro Forma Calculation.Increase Period. ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES 8.01

Consolidated Net Leverage Ratio. Maintain a Consolidated Net Leverage Ratio of the Borrower and its Restricted Subsidiaries, which shall be calculated at the end of each fiscal quarter of the Borrower, of not greater than 3.50:1.00; provided, however, that Permit the Consolidated Net Leverage Ratio level set forth above may, at the election as of the Borrower and upon written notice to the Administrative Agent prior to the consummation end of a Qualified Permitted Acquisition, be increased by 0.50:1.00 (a “half-turn”) in connection with a Permitted Acquisition with aggregate cash and non-cash consideration (including assumed Indebtedness, the good faith estimate by the Borrower any fiscal quarter of the maximum amount of any deferred purchase price obligations (including the Borrower’s good faith estimate of any anticipated Earn Out Obligations) and Equity Interests) paid in connection therewith in excess of $150,000,000 (each such Permitted Acquisition, a “Qualified Permitted Acquisition”), with a 0.25:1.0 step-down for the first four fiscal quarter period ending after the date that is six (6) months after such Permitted Acquisition and another 0.25:1.0 step-down (returning the required Consolidated Net Leverage Ratio to the then otherwise required ratio) for the first four fiscal quarter period ending after the date that is twelve (12) months after such Permitted Acquisition; provided further that, (w) in any event, the maximum Consolidated Net Leverage Ratio for any period of four fiscal quarters shall not be increased Parent to be greater than 4.00:1.00(i) 4.75 to 1.00, for any fiscal quarter of the Parent ending during the period from the Closing Date to and including the earlier of (A) the end of the fiscal quarter during which the CPI Disposition Purchase Agreement expires or (B) the end of the fiscal quarter during which the CPI Disposition occurs (each of the foregoing clauses (A) and (B), the “Initial Stepdown Date”), (xii) 4.50 to 1.00, for any fiscal quarter of the Parent ending during the period after the Initial Stepdown Date to and including the fiscal quarter ending December 31, 2022, and (iii) 4.00 to 1.00, for any fiscal quarter of the Parent ending thereafter; provided, that, from and after April 1, 2023, upon the occurrence of a Qualified Acquisition, for each of the four (4) consecutive fiscal quarters of the Parent commencing with the fiscal quarter of the Parent during which such Qualified Acquisition is consummated (such period of increase, a “Leverage Increase Period”), the applicable ratio set forth in clause (ii) above may, upon receipt by the Administrative Agent of a Qualified Acquisition Notice, be increased to 4.50 to 1.00; provided, further, that, (A) for at least one (1) fiscal quarter of the Parent ending immediately following each Leverage Increase Period, the Consolidated Net Leverage Ratio levels as of the end of each such fiscal quarter shall not be increased pursuant greater than 4.00 to the foregoing proviso on 1.00 prior to giving effect to another Leverage Increase Period, (B) there shall be no more than two occasions three (3) Leverage Increase Periods during the term of this Credit Agreement (commencing on the First Amendment Effective Date)Agreement, (y) following any increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso, no subsequent increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso may be made until after the required Consolidated Net Leverage Ratio has been at the applicable level set forth above (without giving effect to any increase pursuant to the foregoing proviso) for at least one full fiscal quarter and (zC) any such increase of the Consolidated Net each Leverage Ratio levels pursuant to this Section 7.07(a) Increase Period shall apply only with respect to the calculation of the Consolidated Net Leverage Ratio for purposes of determining compliance with this Section 7.07(a8.11(a) and for purposes of any Qualified Permitted Acquisition Pro Forma Calculation.

Consolidated Net Leverage Ratio. Maintain a Consolidated Net Leverage Ratio of the Borrower and its Restricted Subsidiaries, which shall be calculated at the end of each fiscal quarter of the Borrower, of not greater than 3.50:1.00; provided, however, that Permit the Consolidated Net Leverage Ratio level as of the end of any Measurement Period ending as of the end of any fiscal quarter of the Company to be greater than 3.00 to 1.00; provided, that, for each of the four (4) fiscal quarters immediately following a Qualified Acquisition, commencing with the fiscal quarter in which such Qualified Acquisition was consummated (such period of increase, the “Leverage Increase Period”), the required ratio set forth above mayshall, at the election of the Borrower and upon written notice to receipt by the Administrative Agent prior to the consummation of a Qualified Permitted AcquisitionAcquisition Notice, be increased by 0.50:1.00 (a “half-turn”) in connection with a Permitted Acquisition with aggregate cash and non-cash consideration (including assumed Indebtednessto 3.50 to 1.00; provided, the good faith estimate by the Borrower of the maximum amount of any deferred purchase price obligations (including the Borrower’s good faith estimate of any anticipated Earn Out Obligations) and Equity Interests) paid in connection therewith in excess of $150,000,000 (each such Permitted Acquisitionfurther, a “Qualified Permitted Acquisition”), with a 0.25:1.0 step-down for the first four fiscal quarter period ending after the date that is six (6) months after such Permitted Acquisition and another 0.25:1.0 step-down (returning the required Consolidated Net Leverage Ratio to the then otherwise required ratio) for the first four fiscal quarter period ending after the date that is twelve (12) months after such Permitted Acquisition; provided further that, (wi) in any eventthere shall only be two (2) Leverage Increase Periods during the term of this Agreement, (ii) the maximum Consolidated Net Leverage Ratio for any period shall revert to 3.00 to 1.00 at the end of such four (4) fiscal quarters shall not be increased to be greater than 4.00:1.00quarter period, (xiii) the Consolidated Net Company may not elect a Leverage Ratio levels shall not be increased pursuant to the foregoing proviso on more than two occasions during the term of this Credit Agreement (commencing on the First Amendment Effective Date), (y) following any increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso, no subsequent increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso may be made until after the required Consolidated Net Leverage Ratio has been at the applicable level set forth above (without giving effect to any increase pursuant to the foregoing proviso) Increase Period for at least one two (2) full fiscal quarter quarters following the end of a Leverage Increase Period before a new Leverage Increase Period is available again and (ziv) any such increase of the Consolidated Net each Leverage Ratio levels pursuant to this Section 7.07(a) Increase Period shall apply only with respect to the calculation of the Consolidated Net Leverage Ratio for purposes of determining compliance with this Section 7.07(a) 7.11 and for purposes of any Qualified Permitted Acquisition Pro Forma CalculationDetermination; provided, that, for purposes of determining the permissibility of any Qualified Acquisition, the Consolidated Net Leverage Ratio shall not be greater than 3.25 to 1.00, recomputed as of the end of the Measurement Period most recently ended for which the Company has delivered financial statements pursuant to Section 6.01(a) or 6.01(b) after giving effect to such Acquisition on a Pro Forma Basis.

Consolidated Net Leverage Ratio. Maintain a The Obligors will not permit the Parent Guarantor’s Consolidated Net Leverage Ratio at the end of any fiscal quarter to exceed 3.50:1.00; provided that, upon notice by the Parent Guarantor to the holders of Notes, as of the Borrower last day of each of the four consecutive fiscal quarters immediately following a Qualified Acquisition (the “Adjustment Period”), such ratio may be greater than 3.50 to 1.00, but in no event greater than 4.00 to 1.00, and its Restricted Subsidiariesin which event, which the Obligors shall be obligated to pay the Incremental Interest provided for in Section 1.2; provided further that in no event may the Consolidated Net Leverage Ratio be greater than 3.50 to 1.00 following a Qualified Acquisition on more than three (3) separate occasions during the term of this Agreement and the Consolidated Net Leverage Ratio may not exceed 3.50 to 1.00 for at least two (2) consecutive fiscal quarters in between each Adjustment Period. The Consolidated Net Leverage Ratio will be calculated at the end of each fiscal quarter quarter, using the results of the Borrowertwelve-month period ending with that fiscal quarter, of not greater than 3.50:1.00; providedit being understood that to the extent any Qualified Acquisition shall have occurred during such period, however, that the Consolidated Net Leverage Ratio level shall be calculated as if such acquisition occurred at the beginning of such period. Notwithstanding the foregoing, if any Material Credit Facility includes provisions related to a leverage ratio (including any substantially similar concepts and any related definitions, the “MFL Leverage Covenant Provisions”) and such MFL Leverage Covenant Provisions are more favorable to the lenders thereunder (including, without limitation, if the leverage ratio in such Material Credit Facility is calculated on a gross basis), such MFL Leverage Covenant Provisions will be incorporated herein, mutatis mutandi, as if set forth above mayfully in this Agreement, at the election of the Borrower and upon written notice to the Administrative Agent prior to the consummation of a Qualified Permitted Acquisition, be increased by 0.50:1.00 (a “half-turn”) in connection with a Permitted Acquisition with aggregate cash and non-cash consideration (including assumed Indebtedness, the good faith estimate by the Borrower of the maximum amount of any deferred purchase price obligations (including the Borrower’s good faith estimate of any anticipated Earn Out Obligations) and Equity Interests) paid in connection therewith in excess of $150,000,000 (each such Permitted Acquisition, a “Qualified Permitted Acquisition”), with a 0.25:1.0 step-down for the first four fiscal quarter period ending after effective beginning on the date that is six (6) months after on which such Permitted Acquisition and another 0.25:1.0 step-down (returning the required Consolidated Net MFL Leverage Ratio to the then otherwise required ratio) for the first four fiscal quarter period ending after the date that is twelve (12) months after Covenant Provisions are effective under such Permitted Acquisition; provided further that, (w) in any event, the maximum Consolidated Net Leverage Ratio for any period of four fiscal quarters shall not be increased to be greater than 4.00:1.00, (x) the Consolidated Net Leverage Ratio levels shall not be increased pursuant to the foregoing proviso on more than two occasions during the term of this Material Credit Agreement (commencing on the First Amendment Effective Date), (y) following any increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso, no subsequent increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso may be made until after the required Consolidated Net Leverage Ratio has been at the applicable level set forth above (without giving effect to any increase pursuant to the foregoing proviso) for at least one full fiscal quarter and (z) any such increase of the Consolidated Net Leverage Ratio levels pursuant to this Section 7.07(a) shall apply only with respect to the calculation of the Consolidated Net Leverage Ratio for purposes of determining compliance with this Section 7.07(a) and for purposes of any Qualified Permitted Acquisition Pro Forma CalculationFacility.

Consolidated Net Leverage Ratio. Maintain a As of the last day of any fiscal quarter, permit the(a) Consolidated Net Leverage Ratio to be greater than 3.50 to 1.00. Notwithstanding the foregoing, (i) upon the consummation of any Permitted Acquisition having aggregate consideration (including cash, Cash Equivalents, Equity Interests, Earn-outs, Holdbacks and other deferred payment obligations) in excess of $50,000,000, the Borrower and its Restricted Subsidiaries, which shall be calculated at the end of each fiscal quarter of the Borrower, of not greater than 3.50:1.00; provided, however, that the Consolidated Net Leverage Ratio level set forth above may, at the its election of the Borrower (in connection with such Permitted Acquisition and upon by not less than five (5) Business Days’ written notice to the Administrative Agent prior to delivery of financial statements pursuant to Section 8.1(a) or (b) for the fiscal quarter ended immediately after the consummation of a Qualified Permitted Acquisition, be increased by 0.50:1.00 (a “half-turn”) in connection with a Permitted Acquisition with aggregate cash and non-cash consideration (including assumed Indebtedness, the good faith estimate by the Borrower of the maximum amount of any deferred purchase price obligations (including the Borrower’s good faith estimate of any anticipated Earn Out Obligations) and Equity Interests) paid in connection therewith in excess of $150,000,000 (each such Permitted Acquisition, a “Qualified Permitted Acquisition”), with a 0.25:1.0 step-down for the first four fiscal quarter period ending after the date that is six (6) months after such Permitted Acquisition and another 0.25:1.0 step-down (returning increase the required Consolidated Net Leverage Ratio pursuant to the then otherwise required ratio) this Section to 3.75 to 1.00 solely for the first four each fiscal quarter period ending after during the date that is twelve (12) months after month period immediately following such Permitted Acquisition; provided further thatthat the Borrower shall be permitted to exercise such increase option under this clause (i) no more than one time during any consecutive twenty-four (24) month period, and (wii) in any eventupon the completion of a Qualified Unsecured Debt Issuance, the maximum Consolidated Net Leverage Ratio for any period Borrower may, at its election (in connection with such Qualified Unsecured Debt Issuance and by not less than five (5) Business Days’ written notice to the Administrative Agent prior to delivery of four fiscal quarters shall not be increased to be greater than 4.00:1.00, (x) the Consolidated Net Leverage Ratio levels shall not be increased financial statements pursuant to Section 8.1(a) or (b) for the foregoing proviso on more than two occasions during fiscal quarter ended immediately after the term consummation of this Credit Agreement (commencing on the First Amendment Effective Datesuch Qualified Unsecured Debt Issuance), (y) following any increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso, no subsequent increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso may be made until after the required Consolidated Net Leverage Ratio has been at the applicable level set forth above (without giving effect to any increase pursuant to the foregoing proviso) for at least one full fiscal quarter and (z) any such increase of the Consolidated Net Leverage Ratio levels pursuant to this Section 7.07(ato 4.00 to 1.00 solely during the period for which such Qualified Unsecured Debt Issuance is outstanding; provided that the Borrower shall be permitted to exercise such increase option under this clause (ii) shall apply only with respect to no more than one time during the calculation term of the Consolidated Net Leverage Ratio for purposes of determining compliance with this Section 7.07(a) and for purposes of any Qualified Permitted Acquisition Pro Forma Calculation.Agreement. Consolidated

Consolidated Net Leverage Ratio. Maintain a Consolidated Net Leverage Ratio of the Borrower and its Restricted Subsidiaries, which shall be calculated at the end of each fiscal quarter of the Borrower, of not greater than 3.50:1.00; provided, however, that the Consolidated Net Leverage Ratio level set forth above may, at the election of the Borrower and upon written notice to the Administrative Agent prior to the consummation of a Qualified Permitted Acquisition, be increased by 0.50:1.00 (a “half-turn”) in connection with a Permitted Acquisition with aggregate cash and non-cash consideration (including assumed Indebtedness, the good faith estimate by the Borrower of the maximum amount of any deferred purchase price obligations (including the Borrower’s good faith estimate of any anticipated Earn Out Obligations) and Equity Interests) paid in connection therewith in excess of $150,000,000 (each such Permitted Acquisition, a “Qualified Permitted Acquisition”), with a 0.25:1.0 step-down for the first four fiscal quarter period ending after the date that is six (6) months after such Permitted Acquisition and another 0.25:1.0 step-down (returning the required Consolidated Net Leverage Ratio to the then otherwise required ratio) for the first four fiscal quarter period ending after the date that is twelve (12) months after such Permitted Acquisition; provided further that, (w) in any event, the maximum Consolidated Net Leverage Ratio for any period of four fiscal quarters shall not be increased to be greater than 4.00:1.00, (x) the Consolidated Net Leverage Ratio levels shall not be increased pursuant to the foregoing proviso on more than two occasions during the term of this Credit Agreement (commencing on the First Amendment Effective Closing Date), (y) following any increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso, no subsequent increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso may be made until after the required Consolidated Net Leverage Ratio has been at the applicable level set forth above (without giving effect to any increase pursuant to the foregoing proviso) for at least one full fiscal quarter and (z) any such increase of the Consolidated Net Leverage Ratio levels pursuant to this Section 7.07(a) shall apply only with respect to the calculation of the Consolidated Net Leverage Ratio for purposes of determining compliance with this Section 7.07(a) and for purposes of any Qualified Permitted Acquisition Pro Forma Calculation.

Consolidated Net Leverage Ratio. Maintain a Consolidated Net Leverage Ratio of the Borrower and its Restricted Subsidiaries, which shall be calculated at At the end of each fiscal quarter of the Borrowerany Fiscal Quarter, of not greater than 3.50:1.00; provided, however, that permit the Consolidated Net Leverage Ratio level set forth above to be greater than 3.00 to 1.00. Notwithstanding the foregoing, in connection with any Permitted Acquisition having aggregate cash consideration (including cash, Cash Equivalents and other deferred payment obligations) in excess of $100,000,000, the Borrower may, at the election of the Borrower its election, in connection with such Permitted Acquisition and upon prior written notice to the Administrative Agent prior to the consummation of a Qualified Permitted AcquisitionAgent, be increased by 0.50:1.00 (a “half-turn”) in connection with a Permitted Acquisition with aggregate cash and non-cash consideration (including assumed Indebtedness, the good faith estimate by the Borrower of the maximum amount of any deferred purchase price obligations (including the Borrower’s good faith estimate of any anticipated Earn Out Obligations) and Equity Interests) paid in connection therewith in excess of $150,000,000 (each such Permitted Acquisition, a “Qualified Permitted Acquisition”), with a 0.25:1.0 step-down for the first four fiscal quarter period ending after the date that is six (6) months after such Permitted Acquisition and another 0.25:1.0 step-down (returning increase the required Consolidated Net Leverage Ratio to the then otherwise required ratio) for the first four fiscal quarter period ending after the date that is twelve (12) months after such Permitted Acquisition; provided further that, (w) in any event, the maximum Consolidated Net Leverage Ratio for any period of four fiscal quarters shall not be increased to be greater than 4.00:1.00, (x) the Consolidated Net Leverage Ratio levels shall not be increased pursuant to the foregoing proviso on more than two occasions during the term of this Credit Agreement (commencing on the First Amendment Effective Date), (y) following any increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso, no subsequent increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso may be made until after the required Consolidated Net Leverage Ratio has been at the applicable level set forth above (without giving effect to any increase pursuant to the foregoing proviso) for at least one full fiscal quarter and (z) any such increase of the Consolidated Net Leverage Ratio levels pursuant to this Section 7.07(a9.15(a) to 3.50 to 1.00, which such increase shall apply only be applicable (i) with respect to a Permitted Acquisition that is not a Limited Condition Acquisition, for the calculation Fiscal Quarter in which such Permitted Acquisition is consummated and the three (3) consecutive quarterly test periods thereafter or (ii) with respect to a Permitted Acquisition that is a Limited Condition Acquisition, for purposes of determining compliance on a Pro Forma Basis with this Section 9.15(a) on the LCA Test Date, for the Fiscal Quarter in which such Permitted Acquisition is consummated and for the three (3) consecutive quarterly test periods after which such Permitted Acquisition is consummated (each, a “Leverage Ratio Increase”); provided that (x) such increase shall apply solely with respect to compliance with this Section 9.15(a) and any determination of the Consolidated Net Leverage Ratio for purposes of determining compliance with this Section 7.07(a) and for purposes the definition of any Qualified Permitted Acquisition Pro Forma Calculationand any incurrence test with respect to any Indebtedness used to finance a Permitted Acquisition and shall not apply to any other incurrence test set forth in this Agreement and (y) there shall be at least two full Fiscal Quarters following the cessation of each such Leverage Ratio Increase during which no Leverage Ratio Increase shall then be in effect.

Consolidated Net Leverage Ratio. Maintain a Permit the Consolidated Net Leverage Ratio as of the Borrower and its Restricted Subsidiaries, which shall be calculated at the end of each any period of four fiscal quarter quarters of the Borrower, of not Company to be greater than 3.50:1.00; 3.00 to 1.00, provided, however, that upon consummation of a Permitted Material Acquisition and upon the Consolidated Net Leverage Ratio level set forth above may, at the written election of the Borrower and upon written notice Company (which may be exercised not more than two (2) times during the term of this Agreement) to the Administrative Agent prior to (which shall promptly notify the consummation of a Qualified Permitted Acquisition, be increased by 0.50:1.00 (a “half-turn”) in connection with a Permitted Acquisition with aggregate cash and non-cash consideration (including assumed IndebtednessLenders), the good faith estimate by the Borrower of the maximum amount of any deferred purchase price obligations (including the Borrower’s good faith estimate of any anticipated Earn Out Obligations) and Equity Interests) paid in connection therewith in excess of $150,000,000 (each such Permitted Acquisition, a “Qualified Permitted Acquisition”), with a 0.25:1.0 step-down for the first four fiscal quarter period ending after the date that is six (6) months after such Permitted Acquisition and another 0.25:1.0 step-down (returning the required Consolidated Net Leverage Ratio to the then otherwise required ratio) for the first four fiscal quarter period ending after the date that is twelve (12) months after such Permitted Acquisition; provided further that, (w) in any event, Company may increase the maximum Consolidated Net Leverage Ratio for any period of four fiscal quarters shall not be increased to be greater than 4.00:1.00by 1.00 (i.e., (xa full-turn) above the Consolidated Net Leverage Ratio levels then in effect (but in no event to a ratio greater than 4.00 to 1.00) (the “Adjusted Consolidated Net Leverage Ratio”). The Adjusted Consolidated Net Leverage Ratio shall not be increased pursuant to effective as of the foregoing proviso date of consummation of the Permitted Material Acquisition (including, without limitation, for determining pro forma compliance with the requirements this Agreement for such Permitted Material Acquisition) and (i) shall step down by 0.25 (i.e., a quarter turn) on more than two occasions during the term last day of this Credit Agreement each fiscal quarter (commencing on the First Amendment Effective Date)last day of the full fiscal quarter occurring after the date of the consummation of such Permitted Material Acquisition) and (ii) shall return to the originally stated Consolidated Net Leverage Ratio of 3.00 to 1.00 on the last day of the fourth full fiscal quarter occurring after the date of the consummation of such Permitted Material Acquisition. Notwithstanding the foregoing to the contrary, (y) following in the event that the Company makes any increase in such election to adjust the Consolidated Net Leverage Ratio level pursuant to as set forth above during concurrent periods for Permitted Material Acquisitions occurring within any period of four full fiscal quarters following the foregoing provisodate of the consummation of such Permitted Material Acquisitions, no subsequent increase in the step downs (as set forth above) shall occur after the end of each full fiscal quarter following the date of consummation of the most recent Permitted Material Acquisition (on account of which the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso may be made until after the required Consolidated Net Leverage Ratio has been at the applicable level set forth above (without giving effect to any increase pursuant to the foregoing proviso) for at least one full fiscal quarter and (z) any such increase of the Consolidated Net Leverage Ratio levels pursuant to this Section 7.07(a) shall apply only with respect to the calculation of the Consolidated Net Leverage Ratio for purposes of determining compliance with this Section 7.07(a) and for purposes of any Qualified Permitted Acquisition Pro Forma Calculationwas adjusted).

Consolidated Net Leverage Ratio. Maintain a Consolidated Net Leverage Ratio of the Borrower and its Restricted Subsidiaries, which shall be calculated at the end of each fiscal quarter of the Borrower, of not greater than 3.50:1.00; provided, however, that Permit the Consolidated Net Leverage Ratio level as of the end of any Fiscal Quarter of the Borrower specified below to be greater than the ratio set forth above mayin the table below corresponding to such fiscal quarter. June 30, 2022 through and including March 31, 2023 3.75:1.00 June 30, 2023 and each fiscal quarter ending thereafter 3.50:1.00 ; provided that, in connection with any Permitted Acquisition for which the aggregate cash consideration (including assumed or acquired Indebtedness) equals or exceeds $25,000,000 (a “Material Acquisition”) at the election of the Borrower and upon written notice to the Administrative Agent prior to the consummation of a Qualified Permitted Acquisition, be increased by 0.50:1.00 (a “half-turn”) in connection with a Permitted Acquisition with aggregate cash and non-cash consideration (including assumed Indebtedness, the good faith estimate by the Borrower of the maximum amount of any deferred purchase price obligations (including the Borrower’s good faith estimate of any anticipated Earn Out Obligations) and Equity Interests) paid in connection therewith in excess of $150,000,000 (each such Permitted Acquisition, a “Qualified Permitted Acquisition”), with a 0.25:1.0 step-down for the first four fiscal quarter period ending after the date that is six (6) months after such Permitted Acquisition and another 0.25:1.0 step-down (returning the required Consolidated Net Leverage Ratio to the then otherwise required ratio) for the first four fiscal quarter period ending after the date that is twelve (12) months after such Permitted Acquisition; provided further that, (w) in any event, the maximum Consolidated Net Leverage Ratio permitted under this Section 8.8(a) for any period the fiscal quarter in which such Material Acquisition occurs and each of four the following three consecutive fiscal quarters shall not be increased to be greater than 4.00:1.00the ratio that is 0.50:1.00 above the otherwise permitted ratio for such period (such period, the “Adjustment Period”); provided further that (xi) upon the expiration of an Adjustment Period, the maximum permitted Consolidated Net Leverage Ratio levels shall revert to the maximum permitted ratio that would otherwise be in effect, (ii) the Adjustment Period shall not be increased pursuant to the foregoing proviso on more than two occasions during the term of this Credit Agreement (commencing on the First Amendment Effective Date), (y) following any increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso, no subsequent increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso may be made until after the required Consolidated Net Leverage Ratio has been at the applicable level set forth above (without giving effect to any increase pursuant to the foregoing proviso) for at least one full fiscal quarter and (z) any such increase of the Consolidated Net Leverage Ratio levels pursuant to this Section 7.07(a) shall apply only with respect to the calculation of the Consolidated Net Leverage Ratio for purposes of determining compliance with any basket subject to compliance with this Section 7.07(a8.8 on a Pro Forma Basis other than the determination required by clause (d) of the definition of “Permitted Acquisition” and for purposes (iii) there shall be not more than two Adjustment Periods during the duration of this Credit Agreement. Following the expiration of any Qualified Permitted Acquisition Pro Forma CalculationAdjustment Period, the maximum Consolidated Net Leverage Ratio cannot be subsequently increased again as provided in the first proviso above (and a subsequent Adjustment Period cannot commence) until the Borrower has delivered a Compliance Certificate evidencing that it was in compliance with the maximum Consolidated Net Leverage Ratio as set forth in this Section 8.8(a) (after the decrease in such maximum Consolidated Net Leverage Ratio following the expiration of such Adjustment Period) for at least one (1) fiscal quarter.

Consolidated Net Leverage Ratio. Maintain a Consolidated Net Leverage Ratio As of the Borrower and its Restricted Subsidiaries, which shall be calculated at the end last day of each any fiscal quarter of during the Borrowerperiods set forth below, of not greater than 3.50:1.00; provided, however, that permit the Consolidated Net Leverage Ratio level to be greater than the corresponding ratio set forth above below: Closing Date through September 30, 2022 5.50 to 1.00 December 31, 2022 through June 30, 2023 6.00 to 1.00 September 30, 2023 5.50 to 1.00 December 31, 2023 4.50 to 1.00 March 31, 2024 and thereafter 4.00 to 1.00 Notwithstanding the foregoing, for any measurement period ending on or after March 31, 2024, in connection with any Permitted Acquisition having aggregate cash consideration (including cash, Cash Equivalents and other deferred payment obligations) in excess of $150,000,000, Centuri may, at the election of the Borrower its election, in connection with such Permitted Acquisition and upon prior written notice to the Administrative Agent prior to the consummation of a Qualified Permitted AcquisitionAgent, be increased by 0.50:1.00 (a “half-turn”) in connection with a Permitted Acquisition with aggregate cash and non-cash consideration (including assumed Indebtedness, the good faith estimate by the Borrower of the maximum amount of any deferred purchase price obligations (including the Borrower’s good faith estimate of any anticipated Earn Out Obligations) and Equity Interests) paid in connection therewith in excess of $150,000,000 (each such Permitted Acquisition, a “Qualified Permitted Acquisition”), with a 0.25:1.0 step-down for the first four fiscal quarter period ending after the date that is six (6) months after such Permitted Acquisition and another 0.25:1.0 step-down (returning increase the required Consolidated Net Leverage Ratio to the then otherwise required ratio) for the first four fiscal quarter period ending after the date that is twelve (12) months after such Permitted Acquisition; provided further that, (w) in any event, the maximum Consolidated Net Leverage Ratio for any period of four fiscal quarters shall not be increased to be greater than 4.00:1.00, (x) the Consolidated Net Leverage Ratio levels shall not be increased pursuant to the foregoing proviso on more than two occasions during the term of this Credit Agreement (commencing on the First Amendment Effective Date), (y) following any increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso, no subsequent increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso may be made until after the required Consolidated Net Leverage Ratio has been at the applicable level set forth above (without giving effect to any increase pursuant to the foregoing proviso) for at least one full fiscal quarter and (z) any such increase of the Consolidated Net Leverage Ratio levels pursuant to this Section 7.07(a9.13(b) to up to 4.50 to 1.00 (at Centuri’s option), which such increase shall apply only be applicable (i) with respect to a Permitted Acquisition that is not a Limited Condition Acquisition, for the calculation fiscal quarter in which such Permitted Acquisition is consummated and the three (3) consecutive quarterly test periods thereafter or (ii) with respect to a Permitted Acquisition that is a Limited Condition Acquisition, for purposes of determining compliance on a Pro Forma Basis with this Section 9.13(b) on the LCA Test Date, for the fiscal quarter in which such Permitted Acquisition is consummated and for the three (3) consecutive quarterly test periods after which such Permitted Acquisition is consummated (each, a “Leverage Ratio Increase”); provided that (x) such increase shall apply solely with respect to compliance with this Section 9.13(b) and any determination of the Consolidated Net Leverage Ratio for purposes of determining compliance the definition of Permitted Acquisition and any incurrence test with respect to any Indebtedness used to finance a Permitted Acquisition and shall not apply to any other incurrence test set forth in this Agreement and (y) there shall be at least two full fiscal quarters following the cessation of each such Leverage Ratio Increase during which no Leverage Ratio Increase shall then be in effect. The provisions of this Section 7.07(a) 9.13 are for the benefit of the Revolving Credit Lenders only and the Required Revolving Credit Lenders may amend, waive or otherwise modify this Section9.13 or the defined terms used for purposes of this Section 9.13 or waive any Qualified Permitted Acquisition Pro Forma CalculationDefault or Event of Default resulting from a breach of this Section 9.13 in accordance with the provisions of Section 12.2.

Consolidated Net Leverage Ratio. Maintain a Consolidated Net Leverage Ratio of the Borrower and its Restricted Subsidiaries, which shall be calculated at the end of each fiscal quarter of the Borrower, of not greater than 3.50:1.00; provided, however, that Permit the Consolidated Net Leverage Ratio level set forth above as of the last day of any Measurement Period of the Borrower to be greater than 4.50 to 1.00. Notwithstanding the foregoing, in connection with any Permitted Acquisition after September 30, 2019 having aggregate consideration (including cash, Cash Equivalents and other deferred payment obligations) in excess of $75,000,000, the Borrower may, at the election of the Borrower its election, in connection with such Permitted Acquisition and upon prior written notice to the Administrative Agent prior to the consummation of a Qualified Permitted AcquisitionAgent, be increased by 0.50:1.00 (a “half-turn”) in connection with a Permitted Acquisition with aggregate cash and non-cash consideration (including assumed Indebtedness, the good faith estimate by the Borrower of the maximum amount of any deferred purchase price obligations (including the Borrower’s good faith estimate of any anticipated Earn Out Obligations) and Equity Interests) paid in connection therewith in excess of $150,000,000 (each such Permitted Acquisition, a “Qualified Permitted Acquisition”), with a 0.25:1.0 step-down for the first four fiscal quarter period ending after the date that is six (6) months after such Permitted Acquisition and another 0.25:1.0 step-down (returning increase the required Consolidated Net Leverage Ratio pursuant to the then otherwise required ratiothis Section to 5.00 to 1.00, which such increase shall be applicable (i) with respect to a Permitted Acquisition that is not a Limited Condition Acquisition, for the first four fiscal quarter period ending after in which such Permitted Acquisition is consummated and the date three (3) consecutive quarterly test periods thereafter or (ii) with respect to a Permitted Acquisition that is twelve (12a Limited Condition Acquisition, for purposes of determining pro forma compliance with this Section 9.11(b) months after at the time definitive purchase agreement, merger agreement or other acquisition agreement governing the Permitted Acquisition is executed, for the fiscal quarter in which such Permitted AcquisitionAcquisition is consummated and for the three (3) consecutive quarterly test periods after which such Permitted Acquisition is consummated (each, a “Leverage Ratio Increase”); provided further that, (w) in any event, the maximum Consolidated Net Leverage Ratio for any period of four fiscal quarters that there shall not be increased to be greater than 4.00:1.00, (x) the Consolidated Net Leverage Ratio levels shall not be increased pursuant to the foregoing proviso on more than two occasions during the term of this Credit Agreement (commencing on the First Amendment Effective Date), (y) following any increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso, no subsequent increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso may be made until after the required Consolidated Net Leverage Ratio has been at the applicable level set forth above (without giving effect to any increase pursuant to the foregoing proviso) for at least one full fiscal quarter following the cessation of each such Leverage Ratio Increase during which no Leverage Ratio Increase shall then be in effect.” (w) Section 9.14 of the Existing Credit Agreement is hereby amended by (i) replacing the third “or” in the first sentence of such section with “,” and (zii) any such increase adding the phrase “or the 2028 Senior Notes” after the phrase “the Convertible Senior Notes”. (x) Section 9.14(c) of the Consolidated Net Leverage Ratio levels pursuant to this Section 7.07(aExisting Credit Agreement is hereby amended by (i) shall apply only adding the phrase “and the 2028 Senior Notes” after the phrase “Convertible Senior Notes” and (ii) adding the phrase “; provided that with respect to the calculation 2028 Senior Notes such determination may be made at the time of the Consolidated Net Leverage Ratio for purposes delivery of determining compliance a notice thereof under the indenture governing the 2028 Senior Notes” immediately prior to the semi-colon. (y) Section 9.14 of the Existing Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (e), (ii) replacing the “.” at the end of clause (f) with this Section 7.07(a“;” and (iii) adding new clauses (g) and for purposes of any Qualified Permitted Acquisition Pro Forma Calculation.(h) to read as follows:

Consolidated Net Leverage Ratio. Maintain a Consolidated Net Leverage Ratio of the Borrower and its Restricted Subsidiaries, which shall be calculated at the end of each fiscal quarter of the Borrower, of not greater than 3.50:1.00; provided, however, that Permit the Consolidated Net Leverage Ratio level set forth above may, at the election as of the Borrower last day of any fiscal quarter to be greater than (x) 4.50 to 1.00 for each 508134571 -38- fiscal quarter ending on and upon written notice after June 30, 2021 through March 31, 2022, and (y) 4.00 to 1.00 for each fiscal quarter ending on and after June 30, 2022; provided that (i) if the Administrative Agent prior to the consummation of a Qualified aggregate consideration paid in connection with any Permitted Acquisition, be increased by 0.50:1.00 when taken together with the aggregate consideration for any previous Permitted Acquisitions since the FourthSixth Amendment Closing Date (a “half-turn”) or, in connection with a Permitted Acquisition with aggregate cash and non-cash consideration (including assumed Indebtedness, the good faith estimate by the Borrower case of the maximum amount second Elevated Ratio Period (as defined below) hereunder, since the end of any deferred purchase price obligations (including the Borrower’s good faith estimate of any anticipated Earn Out Obligations) and Equity Interests) paid in connection therewith first Elevated Ratio Period), is in excess of $150,000,000 (each such Permitted Acquisition25,000,000, a “Qualified Permitted Acquisition”), with a 0.25:1.0 step-down for then the first four fiscal quarter period ending after Company shall have the date that is six (6) months after such Permitted Acquisition and another 0.25:1.0 step-down (returning right to elect to increase the required maximum permitted Consolidated Net Leverage Ratio required to the then otherwise required ratiobe maintained by this Section 10.1(a) for the first four any fiscal quarter period ending on or after the date that is twelve (12) months after such Permitted Acquisition; provided further thatSeptember 30, (w) in any event2022 to 4.50to 1.00 duringto 4.50 to 1.00, the maximum Consolidated Net Leverage Ratio for any period of four fiscal quarters shall not be increased to be greater than 4.00:1.00, (x) the Consolidated Net Leverage Ratio levels shall not be increased pursuant to the foregoing proviso on more than two occasions during the term of this Credit Agreement (commencing on the First Amendment Effective Date), (y) following any increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso, no subsequent increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso may be made until after the required Consolidated Net Leverage Ratio has been at the applicable level set forth above (without giving effect to any increase pursuant to the foregoing proviso) for at least one full fiscal quarter and (z) any which such increase of the Consolidated Net Leverage Ratio levels pursuant to this Section 7.07(ashall be applicable (i) shall apply only with respect to a Permitted Acquisition that is not a Limited Condition Transaction, for the calculation fiscal quarter in which such acquisition is consummated (and the “Trigger Quarter”) and each of the Consolidated Net Leverage Ratio following three fiscal quarters following the Trigger Quarter (three (3) consecutive quarterly test periods thereafter or (ii) with respect to a Permitted Acquisition that is a Limited Condition Transaction, for purposes of determining compliance with this Section 7.07(a10.1(a) on the LCT Test Date, for the fiscal quarter in which such Permitted Acquisition is consummated and for the three (3) consecutive quarterly test periods after which such Permitted Acquisition is consummated (each such period, thean “Elevated Ratio Period”) so long as (A) there is at least one fiscal quarter end after the end of each Elevated Ratio Period at which the Consolidated Net Leverage Ratio is less than or equal to 4.00 to 1.00, (B) there shall be no more than one Elevated Ratio Period in effect at any given time, (C) there shall be no more than two Elevated Ratio Periods after the FourthSixth Amendment Closing Date. Such election shall be made by the delivery of a written notice by the Company to the Purchasers making reference to this Section 10.1(a) and for purposes notifying the Purchasers of any Qualified Permitted Acquisition Pro Forma Calculationthe Company’s exercise of this right on or prior to the date of the actual or required delivery of the certificate required by Section 7.2 with respect to the Trigger Quarter.for the fiscal quarter in which such acquisition is consummated or, with respect to a Limited Condition Transaction, at the time of election by the Company with respect to such Limited Condition Transaction under Section 10.17.

Consolidated Net Leverage Ratio. Maintain a Consolidated Net Leverage Ratio As of the Borrower and its Restricted Subsidiaries, which shall be calculated at the end last day of each any fiscal quarter of during the Borrowerperiods set forth below, of not greater than 3.50:1.00; provided, however, that permit the Consolidated Net Leverage Ratio level to be greater than the corresponding ratio set forth above below: Closing Date through September 30, 2022 5.50 to 1.00 December 31, 2022 through June 30, 2023 September 30, 2023 4.75 6.00 to 1.00 5.50 to 1.00 December 31, 2023 March 31, 2024 and thereafter 4.50 to 1.00 4.00 to 1.00 Notwithstanding the foregoing, for any measurement period ending on or after DecemberMarch 31, 20232024, in connection with any Permitted Acquisition having aggregate cash consideration (including cash, Cash Equivalents and other deferred payment obligations) in excess of $150,000,000, Centuri may, at the election of the Borrower its election, in connection with such Permitted Acquisition and upon prior written notice to the Administrative Agent prior to the consummation of a Qualified Permitted AcquisitionAgent, be increased by 0.50:1.00 (a “half-turn”) in connection with a Permitted Acquisition with aggregate cash and non-cash consideration (including assumed Indebtedness, the good faith estimate by the Borrower of the maximum amount of any deferred purchase price obligations (including the Borrower’s good faith estimate of any anticipated Earn Out Obligations) and Equity Interests) paid in connection therewith in excess of $150,000,000 (each such Permitted Acquisition, a “Qualified Permitted Acquisition”), with a 0.25:1.0 step-down for the first four fiscal quarter period ending after the date that is six (6) months after such Permitted Acquisition and another 0.25:1.0 step-down (returning increase the required Consolidated Net Leverage Ratio to the then otherwise required ratio) for the first four fiscal quarter period ending after the date that is twelve (12) months after such Permitted Acquisition; provided further that, (w) in any event, the maximum Consolidated Net Leverage Ratio for any period of four fiscal quarters shall not be increased to be greater than 4.00:1.00, (x) the Consolidated Net Leverage Ratio levels shall not be increased pursuant to the foregoing proviso on more than two occasions during the term of this Credit Agreement (commencing on the First Amendment Effective Date), (y) following any increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso, no subsequent increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso may be made until after the required Consolidated Net Leverage Ratio has been at the applicable level set forth above (without giving effect to any increase pursuant to the foregoing proviso) for at least one full fiscal quarter and (z) any such increase of the Consolidated Net Leverage Ratio levels pursuant to this Section 7.07(a9.13(b) to up to 4.50 to 1.00 (at Centuri’s option), which such increase shall apply only be applicable (i) with respect to a Permitted Acquisition that is not a Limited Condition Acquisition, for the calculation fiscal quarter in which such Permitted Acquisition is consummated and the three (3) consecutive quarterly test periods thereafter or (ii) with respect to a Permitted Acquisition that is a Limited Condition Acquisition, for purposes of determining compliance on a Pro Forma Basis with this Section 9.13(b) on the LCA Test Date, for the fiscal quarter in which such Permitted Acquisition is consummated and for the three (3) consecutive quarterly test periods after which such Permitted Acquisition is consummated (each, a “Leverage Ratio Increase”); provided that (x) such increase shall apply solely with respect to compliance with this Section 9.13(b) and any determination of the Consolidated Net Leverage Ratio for purposes of determining compliance the definition of Permitted Acquisition and any incurrence test with respect to any Indebtedness used to finance a Permitted Acquisition and shall not apply to any other incurrence test set forth in this Agreement and (y) there shall be at least two full fiscal quarters following the cessation of each such Leverage Ratio Increase during which no Leverage Ratio Increase shall then be in effect. The provisions of this Section 7.07(a) 9.13 are for the benefit of the Revolving Credit Lenders only and the Required Revolving Credit Lenders may amend, waive or otherwise modify this Section 9.13 or the defined terms used for purposes of this Section 9.13 or waive any Qualified Permitted Acquisition Pro Forma CalculationDefault or Event of Default resulting from a breach of this Section 9.13 in accordance with the provisions of Section 12.2.

Consolidated Net Leverage Ratio. Maintain a Consolidated Net Leverage Ratio of the Borrower and its Restricted Subsidiaries, which The Loan Parties shall be calculated at the end of each fiscal quarter of the Borrower, of not greater than 3.50:1.00; provided, however, that permit the Consolidated Net Leverage Ratio level as of the end of any Measurement Period ending as of the end of any fiscal quarter of the Borrower to be greater than (i) 3.25 to 1.0, for any fiscal quarter ending during the period from the Closing Date through and including June 30, 2019, and (ii) 3.00 to 1.0, for any fiscal quarter ending thereafter; provided, that, upon the occurrence of a Qualified Acquisition, for each of the four (4) consecutive fiscal quarters of the Borrower (commencing with the fiscal quarter of the Borrower during which such Qualified Acquisition is consummated) (such period of increase, a “Leverage Increase Period”), the ratio set forth above may, at the election of the Borrower and upon written notice to receipt by the Administrative Agent prior to the consummation of a Qualified Permitted AcquisitionAcquisition Notice, be increased by 0.50:1.00 0.25 (a “half-turn”) it being understood and agreed that notwithstanding the preceding text in connection with a Permitted Acquisition with aggregate cash and non-cash consideration (including assumed Indebtedness, the good faith estimate by the Borrower of the maximum amount of any deferred purchase price obligations (including the Borrower’s good faith estimate of any anticipated Earn Out Obligations) and Equity Interests) paid in connection therewith in excess of $150,000,000 (each such Permitted Acquisition, a “Qualified Permitted Acquisition”), with a 0.25:1.0 step-down for the first four fiscal quarter period ending after the date that is six (6) months after such Permitted Acquisition and another 0.25:1.0 step-down (returning the required Consolidated Net Leverage Ratio to the then otherwise required ratio) for the first four fiscal quarter period ending after the date that is twelve (12) months after such Permitted Acquisition; provided further that, (w) in any eventthis proviso, the maximum Consolidated Net Leverage Ratio for any period of four fiscal quarters shall not be increased exceed 3.25 to be greater than 4.00:1.001.0 at any time); provided, further, that, (xa) for at least one (1) fiscal quarter of the Borrower ending immediately following each Leverage Increase Period, the Consolidated Net Leverage Ratio levels as of the end of such fiscal quarter shall not be increased pursuant greater than the applicable test level set forth prior to the foregoing first proviso on above prior to giving effect to another Leverage Increase Period, (b) there shall be no more than two occasions three (3) Leverage Increase Periods during the term of this Credit Agreement (commencing on the First Amendment Effective Date)Agreement, (y) following any increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso, no subsequent increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso may be made until after the required Consolidated Net Leverage Ratio has been at the applicable level set forth above (without giving effect to any increase pursuant to the foregoing proviso) for at least one full fiscal quarter and (zc) any such increase of the Consolidated Net each Leverage Ratio levels pursuant to this Section 7.07(a) Increase Period shall apply only with respect to the calculation of the Consolidated Net Leverage Ratio for purposes of determining compliance with this Section 7.07(a7.11(a) and for purposes of any Qualified Permitted Acquisition Pro Forma Calculation.

Consolidated Net Leverage Ratio. Maintain a Consolidated Net Leverage Ratio of the Borrower and its Restricted Subsidiaries, which shall be calculated at the end of each fiscal quarter of the Borrower, of not greater than 3.50:1.00; provided, however, that Permit the Consolidated Net Leverage Ratio level set forth above may, at the election as of the Borrower and upon written notice last day of any fiscal quarter (commencing with the fiscal quarter ended March 31, 2025) to be greater than 4.00 to 1.00; provided that (i) if the Administrative Agent prior to the consummation of a Qualified aggregate consideration paid in connection with any Permitted Acquisition, be increased by 0.50:1.00 when taken together with the aggregate consideration for any previous Permitted Acquisitions since the Closing Date (a “half-turn”) or, in connection with a Permitted Acquisition with aggregate cash and non-cash consideration (including assumed Indebtedness, the good faith estimate by the Borrower case of the maximum amount second Elevated Ratio Period (as defined below) hereunder, since the end of any deferred purchase price obligations (including the Borrower’s good faith estimate of any anticipated Earn Out Obligations) and Equity Interests) paid in connection therewith first Elevated Ratio Period), is in excess of $150,000,000 (each such Permitted Acquisition25,000,000, a “Qualified Permitted Acquisition”), with a 0.25:1.0 step-down for then the first four fiscal quarter period ending after Borrower shall have the date that is six (6) months after such Permitted Acquisition and another 0.25:1.0 step-down (returning right to elect to increase the required maximum permitted Consolidated Net Leverage Ratio to the then otherwise required ratio) for the first four fiscal quarter period ending after the date that is twelve (12) months after such Permitted Acquisition; provided further that, (w) in any event, the maximum Consolidated Net Leverage Ratio for any period of four fiscal quarters shall not be increased to be greater than 4.00:1.00maintained by this Section 8.1(a) to 4.50 to 1.00, (x) the Consolidated Net Leverage Ratio levels shall not be increased pursuant to the foregoing proviso on more than two occasions during the term of this Credit Agreement (commencing on the First Amendment Effective Date), (y) following any increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso, no subsequent increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso may be made until after the required Consolidated Net Leverage Ratio has been at the applicable level set forth above (without giving effect to any increase pursuant to the foregoing proviso) for at least one full fiscal quarter and (z) any which such increase of the Consolidated Net Leverage Ratio levels pursuant to this Section 7.07(ashall be applicable (i) shall apply only with respect to a Permitted Acquisition that is not a Limited Condition Transaction, for the calculation of fiscal quarter in which such acquisition is consummated and the Consolidated Net Leverage Ratio three (3) consecutive quarterly test periods thereafter or (ii) with respect to a Permitted Acquisition that is a Limited Condition Transaction, for purposes of determining compliance with this Section 7.07(a8.1(a) on the LCT Test Date, for the fiscal quarter in which such Permitted Acquisition is consummated and for the three (3) consecutive quarterly test periods after which such Permitted Acquisition is consummated (each such period, an “Elevated Ratio Period”) so long as (A) there is at least one fiscal quarter end after the end of each Elevated Ratio Period at which the Consolidated Net Leverage Ratio is less than or equal to 4.00 to 1.00, (B) there shall be no more than one Elevated Ratio Period in effect at any given time, and (C) there shall be no more than two Elevated Ratio Periods after the Closing Date. Such election shall be made by the delivery of 202564162_8 a written notice by the Borrower to the Administrative Agent making reference to this Section 8.1(a) and notifying the Administrative Agent of the Borrower’s exercise of this right on or prior to the date of the actual or required delivery of a Compliance Certificate for purposes the fiscal quarter in which such acquisition is consummated or, with respect to a Limited Condition Transaction, at the time of any Qualified Permitted Acquisition Pro Forma Calculationelection by the Borrower with respect to such Limited Condition Transaction under Section 1.12.

Consolidated Net Leverage Ratio. Maintain a Consolidated Net Leverage Ratio of the The Parent Borrower and its Restricted Subsidiaries, which shall be calculated at the end of each fiscal quarter of the Borrower, of not greater than 3.50:1.00; provided, however, that permit the Consolidated Net Leverage Ratio level set forth above as of the last day of any Measurement Period to be greater than or equal to 3.75 to 1.00; provided that, notwithstanding the foregoing, in connection with any Permitted Acquisition (or series of related Permitted Acquisitions) having aggregate cash consideration (including cash, Cash Equivalents and other deferred payment obligations) in excess of $75,000,000, the Parent Borrower may, at the election its election, in connection with such Permitted Acquisition (or series of the Borrower related Permitted Acquisitions) and upon prior written notice to the Administrative Agent prior to the consummation of a Qualified Permitted AcquisitionAgent, be increased by 0.50:1.00 (a “half-turn”) in connection with a Permitted Acquisition with aggregate cash and non-cash consideration (including assumed Indebtedness, the good faith estimate by the Borrower of increase the maximum amount of any deferred purchase price obligations (including the Borrower’s good faith estimate of any anticipated Earn Out Obligations) and Equity Interests) paid in connection therewith in excess of $150,000,000 (each such Permitted Acquisition, a “Qualified Permitted Acquisition”), with a 0.25:1.0 step-down for the first four fiscal quarter period ending after the date that is six (6) months after such Permitted Acquisition and another 0.25:1.0 step-down (returning the required permitted Consolidated Net Leverage Ratio pursuant to the then otherwise required ratiothis Section 6.07(a) by 0.25 to 1.00, which such increase shall be applicable (i) with respect to a Permitted Acquisition (or series of related Permitted Acquisitions) that is not a Limited Condition Acquisition, for the first four fiscal quarter period ending after in which such Permitted Acquisition (or the date fiscal quarter in which the last related Permitted Acquisition) is consummated and the three (3) consecutive quarterly test periods thereafter or (ii) with respect to a Permitted Acquisition (or series of related Permitted Acquisitions) that is twelve (12a Limited Condition Acquisition, for purposes of determining compliance on a pro forma basis with this Section 6.07(a) months after on the LCA Test Date, for the fiscal quarter in which such Permitted Acquisition (or the fiscal quarter in which the last related Permitted Acquisition; provided further that) is consummated and for the three (3) consecutive quarterly test periods after which such Permitted Acquisition (or series of related Permitted Acquisitions) is consummated (each, (w) in any event, the maximum Consolidated a “Net Leverage Ratio for any period Increase”); provided that (A) such increase shall apply solely with respect to compliance with this Section 6.07(a) and the definition of four fiscal quarters “Permitted Acquisition” and shall not be increased apply to be greater than 4.00:1.00, (x) the Consolidated Net Leverage Ratio levels shall not be increased pursuant to the foregoing proviso on more than two occasions during the term of any other incurrence test set forth in this Credit Agreement (commencing on the First Amendment Effective Date)Agreement, (y) following any increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso, no subsequent increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso may there shall be made until after the required Consolidated Net Leverage Ratio has been at the applicable level set forth above (without giving effect to any increase pursuant to the foregoing proviso) for at least one full fiscal quarter following the cessation of each such Net Leverage Ratio Increase during which no Net Leverage Ratio Increase shall then be in effect and (z) any such increase of the Consolidated there shall not be more than two Net Leverage Ratio levels pursuant to Increases during the term of this Section 7.07(a) shall apply only with respect to the calculation of the Consolidated Net Leverage Ratio for purposes of determining compliance with this Section 7.07(a) and for purposes of any Qualified Permitted Acquisition Pro Forma CalculationAgreement.

Consolidated Net Leverage Ratio. Maintain a Consolidated Net Leverage Ratio As of the Borrower and its Restricted Subsidiaries, which shall be calculated at the end last day of each any fiscal quarter of during the Borrowerperiods set forth below, of not greater than 3.50:1.00; provided, however, that permit the Consolidated Net Leverage Ratio level to be greater than the corresponding ratio set forth above below: Closing Date through September 30, 2022 5.50 to 1.00 December 31, 2022 through June 30, 2023 6.00 to 1.00 September 30, 2023 5.50 to 1.00 December 31, 2023 4.50 to 1.00 March 31, 2024 and thereafter 4.00 to 1.00 Notwithstanding the foregoing, for any measurement period ending on or after March 31, 2024, in connection with any Permitted Acquisition having aggregate cash consideration (including cash, Cash Equivalents and other deferred payment obligations) in excess of $150,000,000, Centuri may, at the election of the Borrower its election, in connection with such Permitted Acquisition and upon prior written notice to the Administrative Agent prior to the consummation of a Qualified Permitted AcquisitionAgent, be increased by 0.50:1.00 (a “half-turn”) in connection with a Permitted Acquisition with aggregate cash and non-cash consideration (including assumed Indebtedness, the good faith estimate by the Borrower of the maximum amount of any deferred purchase price obligations (including the Borrower’s good faith estimate of any anticipated Earn Out Obligations) and Equity Interests) paid in connection therewith in excess of $150,000,000 (each such Permitted Acquisition, a “Qualified Permitted Acquisition”), with a 0.25:1.0 step-down for the first four fiscal quarter period ending after the date that is six (6) months after such Permitted Acquisition and another 0.25:1.0 step-down (returning increase the required Consolidated Net Leverage Ratio to the then otherwise required ratio) for the first four fiscal quarter period ending after the date that is twelve (12) months after such Permitted Acquisition; provided further that, (w) in any event, the maximum Consolidated Net Leverage Ratio for any period of four fiscal quarters shall not be increased to be greater than 4.00:1.00, (x) the Consolidated Net Leverage Ratio levels shall not be increased pursuant to the foregoing proviso on more than two occasions during the term of this Credit Agreement (commencing on the First Amendment Effective Date), (y) following any increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso, no subsequent increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso may be made until after the required Consolidated Net Leverage Ratio has been at the applicable level set forth above (without giving effect to any increase pursuant to the foregoing proviso) for at least one full fiscal quarter and (z) any such increase of the Consolidated Net Leverage Ratio levels pursuant to this Section 7.07(a9.13(b) to up to 4.50 to 1.00 (at Centuri’s option), which such increase shall apply only be applicable (i) with respect to a Permitted Acquisition that is not a Limited Condition Acquisition, for the calculation fiscal quarter in which such Permitted Acquisition is consummated and the three (3) consecutive quarterly test periods thereafter or (ii) with respect to a Permitted Acquisition that is a Limited Condition Acquisition, for purposes of determining compliance on a Pro Forma Basis with this Section 9.13(b) on the LCA Test Date, for the fiscal quarter in which such Permitted Acquisition is consummated and for the three (3) consecutive quarterly test periods after which such Permitted Acquisition is consummated (each, a “Leverage Ratio Increase”); provided that (x) such increase shall apply solely with respect to compliance with this Section 9.13(b) and any determination of the Consolidated Net Leverage Ratio for purposes of determining compliance the definition of Permitted Acquisition and any incurrence test with respect to any Indebtedness used to finance a Permitted Acquisition and shall not apply to any other incurrence test set forth in this Agreement and (y) there shall be at least two full fiscal quarters following the cessation of each such Leverage Ratio Increase during which no Leverage Ratio Increase shall then be in effect. The provisions of this Section 7.07(a) 9.13 are for the benefit of the Revolving Credit Lenders only and the Required Revolving Credit Lenders may amend, waive or otherwise modify this Section 9.13 or the defined terms used for purposes of this Section 9.13 or waive any Qualified Permitted Acquisition Pro Forma CalculationDefault or Event of Default resulting from a breach of this Section 9.13 in accordance with the provisions of Section 12.2.

Consolidated Net Leverage Ratio. Maintain a Consolidated Net Leverage Ratio As of the Borrower and its Restricted Subsidiaries, which shall be calculated at the end last day of each any fiscal quarter of during the Borrowerperiods set forth below, of not greater than 3.50:1.00; provided, however, that permit the Consolidated Net Leverage Ratio level to be greater than the corresponding ratio set forth above below: Closing Date through September 30, 2022 5.50 to 1.00 December 31, 2022 through September 30, 2023 4.75 to 1.00 December 31, 2023 and thereafter 4.00 to 1.00 Notwithstanding the foregoing, for any measurement period ending on or after December 31, 2023, in connection with any Permitted Acquisition having aggregate cash consideration (including cash, Cash Equivalents and other deferred payment obligations) in excess of $150,000,000, Centuri may, at the election of the Borrower its election, in connection with such Permitted Acquisition and upon prior written notice to the Administrative Agent prior to the consummation of a Qualified Permitted AcquisitionAgent, be increased by 0.50:1.00 (a “half-turn”) in connection with a Permitted Acquisition with aggregate cash and non-cash consideration (including assumed Indebtedness, the good faith estimate by the Borrower of the maximum amount of any deferred purchase price obligations (including the Borrower’s good faith estimate of any anticipated Earn Out Obligations) and Equity Interests) paid in connection therewith in excess of $150,000,000 (each such Permitted Acquisition, a “Qualified Permitted Acquisition”), with a 0.25:1.0 step-down for the first four fiscal quarter period ending after the date that is six (6) months after such Permitted Acquisition and another 0.25:1.0 step-down (returning increase the required Consolidated Net Leverage Ratio to the then otherwise required ratio) for the first four fiscal quarter period ending after the date that is twelve (12) months after such Permitted Acquisition; provided further that, (w) in any event, the maximum Consolidated Net Leverage Ratio for any period of four fiscal quarters shall not be increased to be greater than 4.00:1.00, (x) the Consolidated Net Leverage Ratio levels shall not be increased pursuant to the foregoing proviso on more than two occasions during the term of this Credit Agreement (commencing on the First Amendment Effective Date), (y) following any increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso, no subsequent increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso may be made until after the required Consolidated Net Leverage Ratio has been at the applicable level set forth above (without giving effect to any increase pursuant to the foregoing proviso) for at least one full fiscal quarter and (z) any such increase of the Consolidated Net Leverage Ratio levels pursuant to this Section 7.07(a9.13(b) to up to 4.50 to 1.00 (at Centuri’s option), which such increase shall apply only be applicable (i) with respect to a Permitted Acquisition that is not a Limited Condition Acquisition, for the calculation fiscal quarter in which such Permitted Acquisition is consummated and the three (3) consecutive quarterly test periods thereafter or (ii) with respect to a Permitted Acquisition that is a Limited Condition Acquisition, for purposes of determining compliance on a Pro Forma Basis with this Section 9.13(b) on the LCA Test Date, for the fiscal quarter in which such Permitted Acquisition is consummated and for the three (3) consecutive quarterly test periods after which such Permitted Acquisition is consummated (each, a “Leverage Ratio Increase”); provided that (x) such increase shall apply solely with respect to compliance with this Section 9.13(b) and any determination of the Consolidated Net Leverage Ratio for purposes of determining compliance the definition of Permitted Acquisition and any incurrence test with respect to any Indebtedness used to finance a Permitted Acquisition and shall not apply to any other incurrence test set forth in this Agreement and (y) there shall be at least two full fiscal quarters following the cessation of each such Leverage Ratio Increase during which no Leverage Ratio Increase shall then be in effect. The provisions of this Section 7.07(a) 9.13 are for the benefit of the Revolving Credit Lenders only and the Required Revolving Credit Lenders may amend, waive or otherwise modify this Section 9.13 or the defined terms used for purposes of this Section 9.13 or waive any Qualified Permitted Acquisition Pro Forma CalculationDefault or Event of Default resulting from a breach of this Section 9.13 in accordance with the provisions of Section 12.2.

Consolidated Net Leverage Ratio. Maintain a Consolidated Net Leverage Ratio of the Borrower and its Restricted Subsidiaries, which shall be calculated at the end of each fiscal quarter of the Borrower, of not greater than 3.50:1.00; provided, however, that Permit the Consolidated Net Leverage Ratio level set forth above mayto exceed, as of the last day of any fiscal quarter, 3.50:1.0; provided, that if the Company or any other Loan Party makes an Acquisition (or series of related Acquisitions) for consideration (including assumed liabilities, earnout payments and any other deferred payment) in excess of $50,000,000 (a “Material Acquisition”), at the Borrower’s election of the Borrower and upon written notice to (which shall be made by notifying the Administrative Agent of such election prior to the consummation of a Qualified Permitted such Material Acquisition, be increased by 0.50:1.00 (a “half-turn”) in connection with a Permitted Acquisition with aggregate cash and non-cash consideration (including assumed Indebtedness, the good faith estimate by the Borrower of the maximum amount of any deferred purchase price obligations (including the Borrower’s good faith estimate of any anticipated Earn Out Obligations) and Equity Interests) paid in connection therewith in excess of $150,000,000 (each such Permitted Acquisition, a “Qualified Permitted Acquisition”), with a 0.25:1.0 step-down for the first four fiscal quarter period ending after the date that is six (6) months after such Permitted Acquisition and another 0.25:1.0 step-down (returning the required Consolidated Net Leverage Ratio to the then otherwise required ratio) for the first four fiscal quarter period ending after the date that is twelve (12) months after such Permitted Acquisition; provided further that, (w) in any event, the maximum Consolidated Net Leverage Ratio required to be maintained pursuant to this Section 7.12(a) shall increase by 0.50 for any period each of the four fiscal quarters shall not be increased to be greater than 4.00:1.00ending immediately following such Material Acquisition, including the fiscal quarter in which such Material Acquisition was consummated (xor, in the case of series of related Acquisitions, the fiscal quarter in which the last Acquisition was consummated) (the “Adjustment Period”); provided, further, that (i) for at least four complete consecutive fiscal quarters immediately following each Adjustment Period, the Consolidated Net Leverage Ratio levels as of the end of such fiscal quarter shall not be increased greater than 3.50:1.00 for such quarters prior to giving effect to another Adjustment Period pursuant to the foregoing proviso on immediately preceding proviso, (ii) there shall be no more than two occasions (2) Adjustment Periods during the term of this Credit Agreement (commencing on the First Amendment Effective Date)Agreement, (yiii) following not more than one Adjustment Period shall be in effect at any increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing provisotime, no subsequent increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso may be made until after the required Consolidated Net Leverage Ratio has been at the applicable level set forth above (without giving effect to any increase pursuant to the foregoing proviso) for at least one full fiscal quarter and (ziv) any such increase of the Consolidated Net Leverage Ratio levels pursuant to this Section 7.07(a) Adjustment Period shall only apply only with respect to the calculation of the Consolidated Net Leverage Ratio for purposes of determining compliance with this Section 7.07(a7.12(a) (and for purposes the avoidance of doubt, any Qualified Permitted action hereunder in connection with the applicable Material Acquisition Pro Forma Calculationfor which pro forma compliance with this Section 7.12(a) is required).

Consolidated Net Leverage Ratio. Maintain a Consolidated Net Leverage Ratio of the Borrower and its Restricted Subsidiaries, which shall be calculated at the end of each fiscal quarter of the Borrower, of not greater than 3.50:1.00; provided, however, that the Consolidated Net Leverage Ratio level set forth above may, at the election of the Borrower and upon written notice to the Administrative Agent prior to the consummation of a Qualified Permitted Acquisition, be increased by 0.50:1.00 (a “half-turn”) in connection with a Permitted Acquisition with aggregate cash and non-cash consideration (including assumed Indebtedness, the good faith estimate by the Borrower of the maximum amount of any deferred purchase price obligations (including the Borrower’s good faith estimate of any anticipated Earn Out Obligations) and Equity Interests) paid in connection therewith in excess of $150,000,000 (each such Permitted Acquisition, a “Qualified Permitted Acquisition”), with a 0.25:1.0 step-down for the first four fiscal quarter period ending after the date that is six (6) months after such Permitted Acquisition and another 0.25:1.0 step-down (returning the required Consolidated Net Leverage Ratio to the then otherwise required ratio) for the first four fiscal quarter period ending after the date that is twelve (12) months after such Permitted Acquisition; provided further that, (w) in any event, the maximum Consolidated Net Leverage Ratio for any period of four fiscal quarters shall not be increased to be greater than 4.00:1.00, (x) the Consolidated Net Leverage Ratio levels shall not be increased pursuant to the foregoing proviso on more than two occasions during the term of this Credit Agreement (commencing on the First Amendment Effective Date)Agreement, (y) following any increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso, no subsequent increase in the Consolidated Net Leverage Ratio level pursuant to the foregoing proviso may be made until after the required Consolidated Net Leverage Ratio has been at the applicable level set forth above (without giving effect to any increase pursuant to the foregoing proviso) for at least one full fiscal quarter and (z) any such increase of the Consolidated Net Leverage Ratio levels pursuant to this Section 7.07(a) shall apply only with respect to the calculation of the Consolidated Net Leverage Ratio for purposes of determining compliance with this Section 7.07(a) and for purposes of any Qualified Permitted Acquisition Pro Forma Calculation.