ESCO TECHNOLOGIES INC

The Company will not permit the Total Net Leverage Ratio, determined as of the end of each of its fiscal quarters ending on and after the Effective Date, to be greater than (x) 4.25 to 1.00 for the first four fiscal quarters ending after the Effective Date and (y) 3.50 to 1.00 thereafter; provided, that the Company may, on not more than two (2) occasions during the term of this Agreement, elect to increase the maximum Total Net Leverage Ratio permitted under this Section 6.11(a) to 4.00 to 1.00 for a period of four consecutive fiscal quarters in connection with a Permitted Acquisition occurring during the first of such four fiscal quarters if the aggregate consideration paid or to be paid in respect of such Permitted Acquisition exceeds $200,000,000.

The Company will not permit the ratio (the “Interest Coverage Ratio”), determined as of the end of each of its fiscal quarters ending on and after the Effective Date ... to be less than 3.00 to 1.00.