First Lien Net Leverage Ratio. (i) On the last day of each Test Period (commencing with the Fiscal Quarter ending March 31, 2025), the Borrower shall not permit the First Lien Net Leverage Ratio to exceed the corresponding ratio set forth below for such Test Period (this clause (b)(i), the “Maximum First Lien Net Leverage Covenant”): March 31, 2025 11.00:1.00 June 30, 2025 10.00:1.00 September 30, 2025 9.00:1.00 December 31, 2025 8.00:1.00 March 31, 2026 7.50:1.00 June 30, 2026 and thereafter 7.00:1.00 (ii) Notwithstanding anything to the contrary in this Agreement (including Article 7), upon any failure by the Borrower to comply with Section 6.15(b)(i) above as of any applicable Test Period, the Borrower shall have the right (the “Leverage Covenant Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Sections 5.01(a) or (b), as applicable (such period, a “Leverage Covenant Cure Period”)) to issue Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent and the Lender Representative) for Cash or otherwise receive Cash contributions in respect of its Qualified Capital Stock (the “Leverage Covenant Cure Amount”), and thereupon the Borrower’s compliance this Section 6.15(b)(i) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Leverage Covenant Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.15(b)(i) as of the end of such Fiscal Quarter and for applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.15(b)(i) would be satisfied, then the requirements of Section 6.15(b)(i) shall be deemed satisfied as of the applicable test date with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.15(b)(i) that had occurred (or would have occurred) shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary, (A) in each four consecutive Fiscal Quarter period, the Leverage Covenant Cure Right shall not be exercised more than two times (it being understood that, subject to clause (B), the Leverage Covenant Cure Amount may be exercised in consecutive Fiscal Quarters); provided that, if the Liquidity Covenant Cure Right was exercised two times in a four consecutive Fiscal Quarter period, (1) the Leverage Covenant Cure Right shall not be exercised more than once in any four consecutive Fiscal Quarter period and (2) the Leverage Covenant Cure Right shall not be exercised in any four consecutive Fiscal Quarter period in which the Liquidity Covenant Cure Right was exercised, (B) during the term of this Agreement, the Leverage Covenant Cure Right and the Liquidity Covenant Cure Right shall not be exercised more than five times in total, (C) the Leverage Covenant Cure Amount shall be no greater than the amount required for the purpose of complying with Section 6.15(b)(i), (D) [reserved], (E) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Leverage Covenant Cure Amount for purposes of determining compliance with Section 6.15(a) or (b) for the Fiscal Quarter in respect of which the Leverage Covenant Cure Right was exercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness), (F) during any Test Period in which any Leverage Covenant Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Leverage Covenant Cure Right, such Leverage Covenant Cure Amount shall be disregarded for purposes of determining (A) whether any financial ratio-based condition to the availability of any carve-out set forth in Article 6 of this Agreement has been satisfied or (B) the Applicable Rate or the Commitment Fee Rate, and (G) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan, Swingline Loan or issue any Letter of Credit from and after such time as financial statements are delivered pursuant to Section 5.01(a) or (b) demonstrating, in either case, a failure to comply with Section 6.15(a)(ii) or such financial statements are required to be delivered pursuant to either Section 5.01(a) or (b) and are not so delivered, unless and until the Leverage Covenant Cure Amount is actually received.
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First Lien Net Leverage Ratio. (i) On the last day of each any Test Period (commencing with the Fiscal Quarter Test Period ending on March 31, 2025), 2021) the Borrower shall not permit the First Lien Net Leverage Ratio to exceed (i) prior to the SPAC Closing Date, the corresponding ratio set forth below for below: March 31, 2021 7.50:1.00 June 30, 2021 7.50:1.00 September 30, 2021 7.50:1.00 December 31, 2021 7.00:1.00 March 31, 2022 7.00:1.00 June 30, 2022 7.00:1.00 September 30, 2022 7.00:1.00 December 31, 2022 6.50:1.00 March 31, 2023 6.50:1.00 June 30, 2023 6.50:1.00 September 30, 2023 6.50:1.00 December 31, 2023 and each Fiscal Quarter ending thereafter until the SPAC Closing Date 5.50:1.00 and (ii) from and after the SPAC Closing Date, the Post-SPAC Financial Covenant Level; provided that from and after the SPAC Closing Date, the Financial Covenant shall only be tested if, as of the last day of a Fiscal Quarter, the sum of (i) the aggregate principal amount of Revolving Loans then outstanding plus (ii) the aggregate amount of LC Disbursements that have not been reimbursed within two (2) Business Days by or on behalf of the Borrower at such Test Period time (this clause other than amounts that have been reimbursed, cash collateralized or backstopped within three (b)(i3) Business Days following the end of the applicable Fiscal Quarter) plus (iii) the aggregate Stated Amount of all issued and undrawn Letters of Credit (excluding (x) issued and undrawn Letters of Credit having an aggregate Stated Amount not to exceed $5,000,000 and (y) issued and undrawn Letters of Credit which have been fully cash collateralized or back-stopped in a manner reasonably satisfactory to the applicable Issuing Banks), exceeds 35% of the aggregate principal amount of Revolving Credit Commitments then in effect; provided, that to the extent Revolving Loans or other amounts under the Revolving Facility are used to pay original issue discount or upfront fees pursuant to the “Maximum market flex” provisions of the Fee Letter, then for the first two Fiscal Quarters following the Closing Date, such Revolving Loans shall be excluded from the calculation of the First Lien Net Leverage Covenant”): March 31, 2025 11.00:1.00 June 30, 2025 10.00:1.00 September 30, 2025 9.00:1.00 December 31, 2025 8.00:1.00 March 31, 2026 7.50:1.00 June 30, 2026 and thereafter 7.00:1.00
(ii) Notwithstanding anything to the contrary in this Agreement (including Article 7), upon any failure by the Borrower to comply with Section 6.15(b)(i) above as of any applicable Test Period, the Borrower shall have the right (the “Leverage Covenant Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Sections 5.01(a) or (b), as applicable (such period, a “Leverage Covenant Cure Period”)) to issue Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent and the Lender Representative) for Cash or otherwise receive Cash contributions in respect of its Qualified Capital Stock (the “Leverage Covenant Cure Amount”), and thereupon the Borrower’s compliance this Section 6.15(b)(i) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Leverage Covenant Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) Ratio solely for the purpose of determining compliance with Section 6.15(b)(i) as of the end of such Fiscal Quarter and for applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.15(b)(i) would be satisfied, then the requirements of Section 6.15(b)(i) shall be deemed satisfied as of the applicable test date with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.15(b)(i) that had occurred (or would have occurred) shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary,
(A) in each four consecutive Fiscal Quarter period, the Leverage Covenant Cure Right shall not be exercised more than two times (it being understood that, subject to clause (BSection 6.14(a), the Leverage Covenant Cure Amount may be exercised in consecutive Fiscal Quarters); provided that, if the Liquidity Covenant Cure Right was exercised two times in a four consecutive Fiscal Quarter period, (1) the Leverage Covenant Cure Right shall not be exercised more than once in any four consecutive Fiscal Quarter period and (2) the Leverage Covenant Cure Right shall not be exercised in any four consecutive Fiscal Quarter period in which the Liquidity Covenant Cure Right was exercised,
(B) during the term of this Agreement, the Leverage Covenant Cure Right and the Liquidity Covenant Cure Right shall not be exercised more than five times in total,
(C) the Leverage Covenant Cure Amount shall be no greater than the amount required for the purpose of complying with Section 6.15(b)(i),
(D) [reserved],
(E) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Leverage Covenant Cure Amount for purposes of determining compliance with Section 6.15(a) or (b) for the Fiscal Quarter in respect of which the Leverage Covenant Cure Right was exercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness),
(F) during any Test Period in which any Leverage Covenant Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Leverage Covenant Cure Right, such Leverage Covenant Cure Amount shall be disregarded for purposes of determining (A) whether any financial ratio-based condition to the availability of any carve-out set forth in Article 6 of this Agreement has been satisfied or (B) the Applicable Rate or the Commitment Fee Rate, and
(G) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan, Swingline Loan or issue any Letter of Credit from and after such time as financial statements are delivered pursuant to Section 5.01(a) or (b) demonstrating, in either case, a failure to comply with Section 6.15(a)(ii) or such financial statements are required to be delivered pursuant to either Section 5.01(a) or (b) and are not so delivered, unless and until the Leverage Covenant Cure Amount is actually received...
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First Lien Net Leverage Ratio. (i) On the last day of each Test Period (commencing with the Fiscal Quarter ending March 31, 2025), the Borrower shall not Not permit the First Lien Net Leverage Ratio as of the last day of any Computation Period to exceed 1.75 to 1.00, commencing with the corresponding ratio Computation Period ending September 30, 2021. Notwithstanding anything to the contrary, at the written request of the Borrower at the time of a Permitted Acquisition (such request to be made prior the last day of the Fiscal Quarter during which the Permitted Acquisition was consummated) and subject to satisfaction of the conditions set forth below for such Test Period (this clause (b)(i)below, the “Maximum maximum First Lien Net Leverage Covenant”): Ratio will increase to 2.00 to 1.00 as of the last day of the Fiscal Quarter during which the Permitted Acquisition was consummated and for the then following two Fiscal Quarters (i.e. if a Permitted Acquisition is consummated on September 15, 2021, the maximum First Lien Net Leverage Ratio will increase to 2.00 to 1.00 for the Fiscal Quarters ending September 30, 2021, December 31, 2021 and March 31, 2025 11.00:1.00 June 30, 2025 10.00:1.00 September 30, 2025 9.00:1.00 December 31, 2025 8.00:1.00 March 31, 2026 7.50:1.00 June 30, 2026 and thereafter 7.00:1.00
(ii) Notwithstanding anything to the contrary in this Agreement (including Article 7), upon any failure by the Borrower to comply with Section 6.15(b)(i) above as of any applicable Test Period, the Borrower shall have the right (the “Leverage Covenant Cure Right”2022) (at any time during each such Fiscal Quarter or thereafter until the date that is 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Sections 5.01(a) or (b), as applicable (such periodincrease, a “First Lien Net Leverage Covenant Cure Period”)) to issue Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent and the Lender Representative) for Cash or otherwise receive Cash contributions in respect of its Qualified Capital Stock (the “Leverage Covenant Cure AmountIncrease”), and thereupon thereafter shall decrease to 1.75 to 1.00; provided, however, the Borrower’s compliance this Section 6.15(b)(ifollowing conditions must be satisfied as a condition to the effectiveness of any First Lien Net Leverage Increase: (a) shall the value of the Permitted Acquisition must be recalculated giving effect to a greater than $25,000,000; (b) the pro forma increase in First Lien Net Leverage Ratio at the amount of Consolidated Adjusted EBITDA by an amount equal to time the Leverage Covenant Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) solely for the purpose of determining compliance with Section 6.15(b)(i) as of the end of such Fiscal Quarter and for applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.15(b)(i) would be satisfied, then the requirements of Section 6.15(b)(i) shall be deemed satisfied as of the applicable test date with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.15(b)(i) that had occurred (or would have occurred) shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary,
(A) in each four consecutive Fiscal Quarter period, the Leverage Covenant Cure Right Permitted Acquisition is consummated shall not exceed 1.50 to 1.00; (c) there shall only be exercised more than two times four (it being understood that, subject to clause (B), the 4) First Lien Net Leverage Covenant Cure Amount may be exercised in consecutive Fiscal Quarters); provided that, if the Liquidity Covenant Cure Right was exercised two times in a four consecutive Fiscal Quarter period, (1) the Leverage Covenant Cure Right shall not be exercised more than once in any four consecutive Fiscal Quarter period and (2) the Leverage Covenant Cure Right shall not be exercised in any four consecutive Fiscal Quarter period in which the Liquidity Covenant Cure Right was exercised,
(B) Increases during the term of this Agreement, ; (d) the Leverage Covenant Cure Right and the Liquidity Covenant Cure Right Borrower shall not be exercised entitled to the benefit of more than five times one (1) First Lien Net Leverage Increase in total,
consecutive Fiscal Quarters; and (Ce) the First Lien Net Leverage Covenant Cure Amount shall be no greater than the amount required Ratio must not exceed 1.75 to 1.00 for the purpose of complying with Section 6.15(b)(i),
(D) [reserved],
(E) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Leverage Covenant Cure Amount for purposes of determining compliance with Section 6.15(a) or (b) for the at least one Fiscal Quarter in respect of which between a First Lien Net Leverage Increase and the next First Lien Net Leverage Covenant Cure Right was exercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness),
(F) during any Test Period in which any Leverage Covenant Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Leverage Covenant Cure Right, such Leverage Covenant Cure Amount shall be disregarded for purposes of determining (A) whether any financial ratio-based condition to the availability of any carve-out set forth in Article 6 of this Agreement has been satisfied or (B) the Applicable Rate or the Commitment Fee Rate, and
(G) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan, Swingline Loan or issue any Letter of Credit from and after such time as financial statements are delivered pursuant to Section 5.01(a) or (b) demonstrating, in either case, a failure to comply with Section 6.15(a)(ii) or such financial statements are required to be delivered pursuant to either Section 5.01(a) or (b) and are not so delivered, unless and until the Leverage Covenant Cure Amount is actually receivedIncrease.
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Samples: Credit Agreement (Infrastructure & Energy Alternatives, Inc.)
First Lien Net Leverage Ratio. (i) On the last day of each any Test Period (commencing with the Fiscal Quarter Test Period ending on March 31, 2025), 2021) the Borrower shall not permit the First Lien Net Leverage Ratio to exceed (i) prior to the SPAC Closing Date, the corresponding ratio set forth below for below: March 31, 2021 7.50:1.00 June 30, 2021 7.50:1.00 September 30, 2021 7.50:1.00 December 31, 2021 7.00:1.00 March 31, 2022 7.00:1.00 June 30, 2022 7.00:1.00 September 30, 2022 7.00:1.00 December 31, 2022 6.50:1.00 March 31, 2023 6.50:1.00 June 30, 2023 6.50:1.00 September 30, 2023 6.50:1.00 December 31, 2023 and each Fiscal Quarter ending thereafter until the SPAC Closing Date 5.50:1.00 and (ii) from and after the SPAC Closing Date, the Post-SPAC Financial Covenant Level; provided that from and after the SPAC Closing Date, the Financial Covenant shall only be tested if, as of the last day of a Fiscal Quarter, the sum of (i) the aggregate principal amount of Revolving Loans then outstanding plus (ii) the aggregate amount of LC Disbursements that have not been reimbursed within two (2) Business Days by or on behalf of the Borrower at such Test Period time (this clause other than amounts that have been reimbursed, cash collateralized or backstopped within three (b)(i3) Business Days following the end of the applicable Fiscal Quarter) plus (iii) the aggregate Stated Amount of all issued and undrawn Letters of Credit (excluding (x) issued and undrawn Letters of Credit having an aggregate Stated Amount not to exceed $5,000,000 and (y) issued and undrawn Letters of Credit which have been fully cash collateralized or back-stopped in a manner reasonably satisfactory to the applicable Issuing Banks), exceeds 35% of the aggregate principal amount of Revolving Credit Commitments then in effect; provided, that to the extent Revolving Loans or other amounts under the Revolving Facility are used to pay original issue discount or upfront fees pursuant to the “Maximum market flex” provisions of the Fee Letter, then for the first two Fiscal Quarters following the Closing Date, such Revolving Loans shall be excluded from the calculation of the First Lien Net Leverage Covenant”): March 31, 2025 11.00:1.00 June 30, 2025 10.00:1.00 September 30, 2025 9.00:1.00 December 31, 2025 8.00:1.00 March 31, 2026 7.50:1.00 June 30, 2026 and thereafter 7.00:1.00
(ii) Notwithstanding anything to the contrary in this Agreement (including Article 7), upon any failure by the Borrower to comply with Section 6.15(b)(i) above as of any applicable Test Period, the Borrower shall have the right (the “Leverage Covenant Cure Right”) (at any time during such Fiscal Quarter or thereafter until the date that is 15 Business Days after the date on which financial statements for such Fiscal Quarter are required to be delivered pursuant to Sections 5.01(a) or (b), as applicable (such period, a “Leverage Covenant Cure Period”)) to issue Qualified Capital Stock or other equity (such other equity to be on terms reasonably acceptable to the Administrative Agent and the Lender Representative) for Cash or otherwise receive Cash contributions in respect of its Qualified Capital Stock (the “Leverage Covenant Cure Amount”), and thereupon the Borrower’s compliance this Section 6.15(b)(i) shall be recalculated giving effect to a pro forma increase in the amount of Consolidated Adjusted EBITDA by an amount equal to the Leverage Covenant Cure Amount (notwithstanding the absence of a related addback in the definition of “Consolidated Adjusted EBITDA”) Ratio solely for the purpose of determining compliance with Section 6.15(b)(i) as of the end of such Fiscal Quarter and for applicable subsequent periods that include such Fiscal Quarter. If, after giving effect to the foregoing recalculation (but not, for the avoidance of doubt, taking into account any immediate repayment of Indebtedness in connection therewith), the requirements of Section 6.15(b)(i) would be satisfied, then the requirements of Section 6.15(b)(i) shall be deemed satisfied as of the applicable test date with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of Section 6.15(b)(i) that had occurred (or would have occurred) shall be deemed cured for the purposes of this Agreement. Notwithstanding anything herein to the contrary,
(A) in each four consecutive Fiscal Quarter period, the Leverage Covenant Cure Right shall not be exercised more than two times (it being understood that, subject to clause (BSection 6.14(a), the Leverage Covenant Cure Amount may be exercised in consecutive Fiscal Quarters); provided that, if the Liquidity Covenant Cure Right was exercised two times in a four consecutive Fiscal Quarter period, (1) the Leverage Covenant Cure Right shall not be exercised more than once in any four consecutive Fiscal Quarter period and (2) the Leverage Covenant Cure Right shall not be exercised in any four consecutive Fiscal Quarter period in which the Liquidity Covenant Cure Right was exercised,
(B) during the term of this Agreement, the Leverage Covenant Cure Right and the Liquidity Covenant Cure Right shall not be exercised more than five times in total,
(C) the Leverage Covenant Cure Amount shall be no greater than the amount required for the purpose of complying with Section 6.15(b)(i),
(D) [reserved],
(E) there shall be no pro forma or other reduction of the amount of Indebtedness by the amount of any Leverage Covenant Cure Amount for purposes of determining compliance with Section 6.15(a) or (b) for the Fiscal Quarter in respect of which the Leverage Covenant Cure Right was exercised (other than, with respect to any future period, to the extent of any portion of such Cure Amount that is actually applied to repay Indebtedness),
(F) during any Test Period in which any Leverage Covenant Cure Amount is included in the calculation of Consolidated Adjusted EBITDA as a result of any exercise of the Leverage Covenant Cure Right, such Leverage Covenant Cure Amount shall be disregarded for purposes of determining (A) whether any financial ratio-based condition to the availability of any carve-out set forth in Article 6 of this Agreement has been satisfied or (B) the Applicable Rate or the Commitment Fee Rate, and
(G) no Revolving Lender or Issuing Bank shall be required to make any Revolving Loan, Swingline Loan or issue any Letter of Credit from and after such time as financial statements are delivered pursuant to Section 5.01(a) or (b) demonstrating, in either case, a failure to comply with Section 6.15(a)(ii) or such financial statements are required to be delivered pursuant to either Section 5.01(a) or (b) and are not so delivered, unless and until the Leverage Covenant Cure Amount is actually received.
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