First Lien Leverage Ratio. Except with the written consent of the Required Revolving Credit Lenders, for any Test Period (commencing with the Test Period ending on or about September 30, 20218) that ends prior to the First Amendment Effective Date and on or after the Relief Period Termination Date, the Borrower will not permit the First Lien Leverage Ratio of the Borrower and its Restricted Subsidiaries on a consolidated basis as of the last day of such Test Period to exceed 4.25:1.00; provided that, commencing on the First Amendment Effective Date and until immediately prior to the Relief Period Termination Date, the Borrower will not permit the First Lien Leverage Ratio of the Borrower and its Restricted Subsidiaries on a consolidated basis as of the last day of the Test Period ending on each date set forth below to be greater than the corresponding First Lien Leverage Ratio set forth below: December 31, 2021 64.0705:1.00 March 31, 2022 54.275:1.00 ; provided, further, that (x): (i) for the purpose of calculating the First Lien Leverage Ratio for the Test Period ended March 31, 2021, Consolidated EBITDA shall be deemed to be the greater of (x) the sum of Consolidated EBITDA as calculated for, and allocated solely to, the most recently ended fiscal quarter of the Borrower for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b) multiplied by four and (y) the sum of Consolidated EBITDA as calculated for, and allocated solely to, the four most recently ended fiscal quarters of the Borrower for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b); (ii) for the purpose of calculating the First Lien Leverage Ratio for the Test Period ended June 30, 2021, Consolidated EBITDA shall be deemed to be the greater of (x) the sum of Consolidated EBITDA as calculated for, and allocated solely to, the two most recently ended fiscal quarters of the Borrower for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b) multiplied by two and (y) the sum of Consolidated EBITDA as calculated for, and allocated solely to, the four most recently ended fiscal quarters of the Borrower for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b); and (iii) for the purpose of calculating the First Lien Leverage Ratio for the Test Period ended September 30, 2021, Consolidated EBITDA shall be deemed to be the greater of (x) the sum of Consolidated EBITDA as calculated for, and allocated solely to, the three most recently ended fiscal quarters of the Borrower for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b) divided by 0.75 and (y) the sum of Consolidated EBITDA as calculated for, and allocated solely to, the four most recently ended fiscal quarters of the Borrower for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b). and (y) each Compliance Certificate delivered in connection with the Test Periods described in clauses (i), (ii) and (iii) above shall state whether the calculation of the First Lien Leverage Ratio for the relevant Test Period was calculated based on clause (x) or clause (y), as applicable.
Appears in 1 contract
First Lien Leverage Ratio. Except with On the written consent last day of the Required Revolving Credit Lenders, for any Test Period (commencing with the Test Period ending on or about September 30, 20218) that ends prior to the First Amendment Effective Date and on or after the Relief last day of the first full Fiscal Quarter ending after the Closing Date on which the Revolving Facility Test Condition is then satisfied (other than any Test Period Termination Dateending during the Covenant Waiver Period, so long as the Borrower is in compliance with any then-applicable Covenant Waiver Conditions at all times during the applicable portions of such Covenant Waiver Period (giving effect to any cure periods stated therein)), the Borrower will shall not permit the First Lien Leverage Ratio to be greater than 6.25:1.00, stepping-down to a First Lien Leverage Ratio of 6.00:1.00 for the Fiscal Quarter ended on or about September 30, 2020 and thereafter. (as applicable). For the avoidance of doubt, if the Borrower ceases to be in compliance with any then-applicable Covenant Waiver Conditions at any time during the applicable portions of such Covenant Waiver Period, then (A) the Financial Covenant will be deemed to have been applicable as of the last day of the most recently ended Test Period (but solely to the extent the Revolving Facility Test Condition was otherwise satisfied on such last day) and (B) accordingly, if the Borrower and its Restricted Subsidiaries on a consolidated basis would not have been in compliance with the Financial Covenant as of the last day of such Test Period to exceed 4.25:1.00; provided thatPeriod, commencing on the First Amendment Effective Date and until immediately prior then, solely to the Relief Period Termination Dateextent the Revolving Facility Test Condition was otherwise satisfied on such last day, and subject to the Borrower will not permit the First Lien Leverage Ratio of the Borrower rights and its Restricted Subsidiaries on a consolidated basis as of the last day of the Test Period ending on each date limitations set forth below in Section 6.15(b), a breach of this Section 6.15(a) shall be deemed to be greater than have occurred from such non-compliance with the corresponding First Lien Leverage Ratio set forth below: December 31, 2021 64.0705:1.00 March 31, 2022 54.275:1.00 ; provided, further, that Covenant Waiver Conditions (x):unless so cured).
(i) for the purpose of calculating the First Lien Leverage Ratio for the first Test Period ended March 31, 2021ending after termination of the Covenant Waiver Period, Consolidated Adjusted EBITDA shall be deemed to be the greater product of (x) the sum of Consolidated Adjusted EBITDA as calculated for, and allocated solely to, for the most recently ended fiscal quarter of the Borrower Fiscal Quarter for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to be delivered pursuant to Section 6.01(a) or 6.01(b) have been delivered), multiplied by four and (y) the sum of Consolidated EBITDA as calculated for, and allocated solely to, the four most recently ended fiscal quarters of the Borrower Seasonal Adjustment Factor for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b)such Fiscal Quarter;
(ii) for the purpose of calculating the First Lien Leverage Ratio for the second Test Period ended June 30, 2021ending after termination of the Covenant Waiver Period, Consolidated Adjusted EBITDA shall be deemed to be the greater product of (x) the sum of Consolidated Adjusted EBITDA as calculated for, and allocated solely to, for the two most recently ended fiscal quarters of the Borrower consecutive Fiscal Quarters for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to be delivered pursuant to Section 6.01(a) or 6.01(b) have been delivered), multiplied by two and (y) the sum of Consolidated EBITDA as calculated for, and allocated solely to, the four most recently ended fiscal quarters of the Borrower Seasonal Adjustment Factor for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b); andsuch Fiscal Quarters;
(iii) for the purpose of calculating the First Lien Leverage Ratio for the third Test Period ended September 30, 2021ending after termination of the Covenant Waiver Period, Consolidated Adjusted EBITDA shall be deemed to be the greater product of (x) the sum of Consolidated Adjusted EBITDA as calculated for, and allocated solely to, for the three most recently ended fiscal quarters of the Borrower consecutive Fiscal Quarters for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to be delivered pursuant to Section 6.01(a) or 6.01(b) divided have been delivered), multiplied by 0.75 and (y) the sum Seasonal Adjustment Factor for such Fiscal Quarters; and
(iv) for the avoidance of doubt, for the fourth Test Period ending after the Covenant Waiver Period and each Test Period ending thereafter, Consolidated Adjusted EBITDA as calculated for, and allocated solely to, shall be Consolidated Adjusted EBITDA for the four consecutive Fiscal Quarters then most recently ended fiscal quarters of the Borrower for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to be delivered pursuant to Section 6.01(a) or 6.01(bhave been delivered). and (y) each Compliance Certificate delivered in connection with the ; provided that for any Test Periods described Period set forth in clauses (i), (ii) and through (iii) above shall state whether the calculation of the First Lien Leverage Ratio Borrower may elect (with any such election applying to each subsequent Test Period) to have Consolidated Adjusted EBITDA be Consolidated Adjusted EBITDA for the relevant Test Period was calculated based on clause (xfour consecutive Fiscal Quarters then most recently ended for which financial statements under Section 5.01(a) or clause (ySection 5.01(b), as applicable., have been delivered (or are required to have been delivered). For purposes of this Section 6.15 and Section 4.02(b), unless otherwise agreed in writing by the Borrower and the Required Revolving Lenders (but without the consent of the Required Lenders or any other Lender), the applicable following terms have the meanings specified below:
Appears in 1 contract
Sources: First Lien Credit Agreement (Isos Acquisition Corp.)
First Lien Leverage Ratio. Except with the written consent of the Required Revolving Credit Lenders, for any Test Period (commencing with the Test Period ending on or about September 30, 202182018) that ends prior to the First Amendment Effective Date and on or after the Relief Period Termination Date, the Borrower will not permit the First Lien Leverage Ratio of the Borrower and its Restricted Subsidiaries on a consolidated basis as of the last day of such Test Period to exceed 4.25:1.00; provided that, commencing on the First Amendment Effective Date 5.00:1.00. On and until immediately prior to after the Relief Period Termination Date, for the Borrower will not permit purposes of calculating the First Lien Leverage Ratio of Financial Covenant (this clause (a) being referred to herein as the Borrower and its Restricted Subsidiaries on a consolidated basis as of the last day of the Test Period ending on each date set forth below to be greater than the corresponding First Lien Leverage Ratio set forth below: December 31, 2021 64.0705:1.00 March 31, 2022 54.275:1.00 ; provided, further, that (x“Financial Covenant”):
(i) for the purpose of calculating the First Lien Leverage Ratio for the first Test Period ended March 31, 2021ending after the Relief Period Termination Date, Consolidated EBITDA shall be deemed to be either, at the greater option of the Borrower, (xx)(I) the sum of Consolidated EBITDA as calculated for, and allocated solely to, the most recently ended fiscal quarter of the Borrower for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b) multiplied by (II) four and (y) the sum of Consolidated EBITDA as calculated for, and allocated solely to, the four most recently ended fiscal quarters of the Borrower for which financial statements have been or are required to be delivered pursuant to Section 6.01(a4) or 6.01(b);
(ii) for the purpose of calculating the First Lien Leverage Ratio for the Test Period ended June 30, 2021, Consolidated EBITDA shall be deemed to be the greater of (xy)(I) the sum of Consolidated EBITDA as calculated for, and allocated solely to, the two most recently ended fiscal quarters of the Borrower for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b) multiplied by (II) two and (y2);
(ii) for the second Test Period ending after the Relief Period Termination Date Consolidated EBITDA shall be deemed to be (x) if the Borrower elected to calculate Consolidated EBITDA for the first Test Period ending after the Relief Period Termination Date pursuant to clause (a)(i)(x) above, (I) the sum of Consolidated EBITDA as calculated for, and allocated solely to, the four two most recently ended fiscal quarters of the Borrower for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b); and
) multiplied by (iiiII) two (2) and (y) if the Borrower elected to calculate Consolidated EBITDA for the purpose of calculating the First Lien Leverage Ratio for the first Test Period ended September 30ending after the Relief Period Termination Date pursuant to clause (a)(i)(y) above, 2021, Consolidated EBITDA shall be deemed to be the greater of (xI) the sum of Consolidated EBITDA as calculated for, and allocated solely to, the three most recently ended fiscal quarters of the Borrower for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b) divided by 0.75 and (yII) 0.75; and
(iii) for the third Test Period ending after the Relief Period Termination Date Consolidated EBITDA shall be deemed to be (x) if the Borrower elected to calculate Consolidated EBITDA for the first Test Period ending after the Relief Period Termination Date pursuant to clause (a)(i)(x) above, (I) the sum of Consolidated EBITDA as calculated for, and allocated solely to, the four three most recently ended fiscal quarters of the Borrower for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b). ) divided by (II) 0.75 and (y) each Compliance Certificate delivered in connection with if the Borrower elected to calculate Consolidated EBITDA for the first Test Periods described in clauses Period ending after the Relief Period Termination Date pursuant to clause (i)a)(i)(y) above, (ii) and (iii) above shall state whether Consolidated EBITDA for the calculation most recently completed four consecutive fiscal quarters of the First Lien Leverage Ratio Borrower ending on or prior to such date for the relevant which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b). Thereafter, Consolidated EBITDA shall be calculated for each Test Period was calculated based using the most recently completed four consecutive fiscal quarters of the Borrower ending on clause (xor prior to such date for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or clause (y6.01(b), as applicable.
Appears in 1 contract
First Lien Leverage Ratio. Except with Following the written consent exercise of the Required Revolving Credit LendersCall Right or the Put Right under the Call/Put Agreement, for on the last day of any Test Period (commencing with the Test Period ending on or about September 30, 20218) that ends prior to the First Amendment Effective Date and on or after the Relief last day of the first full Fiscal Quarter ending after the Closing Date on which the Revolving Facility Test Condition is then satisfied (other than any Test Period Termination Dateending during the Covenant Waiver Period, so long as the Borrower is in compliance with any then-applicable Covenant Waiver Conditions at all times during the applicable portions of such Covenant Waiver Period (giving effect to any cure periods stated therein)), the Borrower will shall not permit the First Lien Leverage Ratio to be greater than 6.25:1.00, stepping-down to a First Lien Leverage Ratio of 6.00:1.00 for the Fiscal Quarter ended on or about September 30, 2020 and thereafter (as applicable). For the avoidance of doubt, if the Borrower ceases to be in compliance with any then-applicable Covenant Waiver Conditions at any time during the applicable portions of such Covenant Waiver Period, then (A) the Financial Covenant will be deemed to have been applicable as of the last day of the most recently ended Test Period (but solely to the extent the Revolving Facility Test Condition was otherwise satisfied on such last day) and (B) accordingly, if the Borrower and its Restricted Subsidiaries on a consolidated basis would not have been in compliance with the Financial Covenant as of the last day of such Test Period to exceed 4.25:1.00; provided thatPeriod, commencing on the First Amendment Effective Date and until immediately prior then, solely to the Relief Period Termination Dateextent the Revolving Facility Test Condition was otherwise satisfied on such last day, and subject to the Borrower will not permit rights and limitations set forth in Section 6.15(b), a breach of this Section 6.15(a) shall be deemed to have occurred from such non-compliance with the First Lien Leverage Ratio Covenant Waiver Conditions (unless so cured). Notwithstanding the other provisions of this Agreement, from and after the termination of the Borrower and its Restricted Subsidiaries on a consolidated basis as of the last day of the Test Period ending on each date set forth below to be greater than the corresponding First Lien Leverage Ratio set forth below: December 31Covenant Waiver Period, 2021 64.0705:1.00 March 31, 2022 54.275:1.00 ; provided, further, that (x):
(i) for the purpose purposes of calculating the First Lien Leverage Ratio for purposes of this Section 6.15 and determining compliance with the Financial Covenant (if then tested):
(i) for the first Test Period ended March 31, 2021ending after termination of the Covenant Waiver Period, Consolidated Adjusted EBITDA shall be deemed to be the greater product of (x) the sum of Consolidated Adjusted EBITDA as calculated for, and allocated solely to, for the most recently ended fiscal quarter of the Borrower Fiscal Quarter for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to be delivered pursuant to Section 6.01(a) or 6.01(b) have been delivered), multiplied by four and (y) the sum of Consolidated EBITDA as calculated for, and allocated solely to, the four most recently ended fiscal quarters of the Borrower Seasonal Adjustment Factor for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b)such Fiscal Quarter;
(ii) for the purpose of calculating the First Lien Leverage Ratio for the second Test Period ended June 30, 2021ending after termination of the Covenant Waiver Period, Consolidated Adjusted EBITDA shall be deemed to be the greater product of (x) the sum of Consolidated Adjusted EBITDA as calculated for, and allocated solely to, for the two most recently ended fiscal quarters of the Borrower consecutive Fiscal Quarters for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to be delivered pursuant to Section 6.01(a) or 6.01(b) have been delivered), multiplied by two and (y) the sum of Consolidated EBITDA as calculated for, and allocated solely to, the four most recently ended fiscal quarters of the Borrower Seasonal Adjustment Factor for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b); andsuch Fiscal Quarters;
(iii) for the purpose of calculating the First Lien Leverage Ratio for the third Test Period ended September 30, 2021ending after termination of the Covenant Waiver Period, Consolidated Adjusted EBITDA shall be deemed to be the greater product of (x) the sum of Consolidated Adjusted EBITDA as calculated for, and allocated solely to, for the three most recently ended fiscal quarters of the Borrower consecutive Fiscal Quarters for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to be delivered pursuant to Section 6.01(a) or 6.01(b) divided have been delivered), multiplied by 0.75 and (y) the sum Seasonal Adjustment Factor for such Fiscal Quarters; and
(iv) for the avoidance of doubt, for the fourth Test Period ending after the Covenant Waiver Period and each Test Period ending thereafter, Consolidated Adjusted EBITDA as calculated for, and allocated solely to, shall be Consolidated Adjusted EBITDA for the four consecutive Fiscal Quarters then most recently ended fiscal quarters of the Borrower for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to be delivered pursuant to Section 6.01(a) or 6.01(bhave been delivered). and (y) each Compliance Certificate delivered in connection with the ; provided that for any Test Periods described Period set forth in clauses (i), (ii) and through (iii) above shall state whether the calculation of the First Lien Leverage Ratio Borrower may elect (with any such election applying to each subsequent Test Period) to have Consolidated Adjusted EBITDA be Consolidated Adjusted EBITDA for the relevant Test Period was calculated based on clause (xfour consecutive Fiscal Quarters then most recently ended for which financial statements under Section 5.01(a) or clause (ySection 5.01(b), as applicable., have been delivered (or are required to have been delivered). For purposes of this Section 6.15 and Section 4.02(b), unless otherwise agreed in writing by the Borrower and the Required Lenders, the applicable following terms have the meanings specified below:
Appears in 1 contract
Sources: First Lien Credit Agreement (Isos Acquisition Corp.)
First Lien Leverage Ratio. Except with On the written consent last day of the Required Revolving Credit Lenders, for any Test Period (commencing with the Test Period ending on or about September 30, 20218) that ends prior to after the First Amendment last day of the first full Fiscal Quarter ending after the ClosingAmendment No. 8 Effective Date and on or after which the Relief Revolving Facility Test Condition is then satisfied (other than any Test Period Termination Dateending during the Covenant Waiver Period, so long as the Borrower is in compliance with any then-applicable Covenant Waiver Conditions at all times during the applicable portions of such Covenant Waiver Period (giving effect to any cure periods stated therein)), the, the Parent Borrower will shall not permit the First Lien Leverage Ratio to be greater than 6.25:1.00, stepping-down to a First Lien Leverage Ratio of 6.00:1.00 for the Fiscal Quarter ended on or about September 30, 2020 and thereafter (as applicable). For the avoidance of doubt, if the Borrower ceases to be in compliance with any then-applicable Covenant Waiver Conditions at any time during the applicable portions of such Covenant Waiver Period, then (A) the Financial Covenant will be deemed to have been applicable as of the last day of the most recently ended Test Period (but solely to the extent the Revolving Facility Test Condition was otherwise satisfied on such last day) and (B) accordingly, if the Borrower and its Restricted Subsidiaries on a consolidated basis would not have been in compliance with the Financial Covenant as of the last day of such Test Period to exceed 4.25:1.00; provided thatPeriod, commencing on the First Amendment Effective Date and until immediately prior then, solely to the Relief Period Termination Dateextent the Revolving Facility Test Condition was otherwise satisfied on such last day, and subject to the Borrower will not permit the First Lien Leverage Ratio of the Borrower rights and its Restricted Subsidiaries on a consolidated basis as of the last day of the Test Period ending on each date limitations set forth below in Section 6.15(b), a breach of this Section 6.15(a) shall be deemed to be greater than have occurred from such non-compliance with the corresponding First Lien Leverage Ratio set forth below: December 31, 2021 64.0705:1.00 March 31, 2022 54.275:1.00 ; provided, further, that Covenant Waiver Conditions (x):unless so cured).
6.00:1. 00.
(i) for the purpose of calculating the First Lien Leverage Ratio for the first Test Period ended March 31, 2021ending after termination of the Covenant Waiver Period, Consolidated Adjusted EBITDA shall be deemed to be the greater product of (x) the sum of Consolidated Adjusted EBITDA as calculated for, and allocated solely to, for the most recently ended fiscal quarter of the Borrower Fiscal Quarter for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to be delivered pursuant to Section 6.01(a) or 6.01(b) have been delivered), multiplied by four and (y) the sum of Consolidated EBITDA as calculated for, and allocated solely to, the four most recently ended fiscal quarters of the Borrower Seasonal Adjustment Factor for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b)such Fiscal Quarter;
(ii) for the purpose of calculating the First Lien Leverage Ratio for the second Test Period ended June 30, 2021ending after termination of the Covenant Waiver Period, Consolidated Adjusted EBITDA shall be deemed to be the greater product of (x) the sum of Consolidated Adjusted EBITDA as calculated for, and allocated solely to, for the two most recently ended fiscal quarters of the Borrower consecutive Fiscal Quarters for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to be delivered pursuant to Section 6.01(a) or 6.01(b) have been delivered), multiplied by two and (y) the sum of Consolidated EBITDA as calculated for, and allocated solely to, the four most recently ended fiscal quarters of the Borrower Seasonal Adjustment Factor for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b); andsuch Fiscal Quarters;
(iii) for the purpose of calculating the First Lien Leverage Ratio for the third Test Period ended September 30, 2021ending after termination of the Covenant Waiver Period, Consolidated Adjusted EBITDA shall be deemed to be the greater product of (x) the sum of Consolidated Adjusted EBITDA as calculated for, and allocated solely to, for the three most recently ended fiscal quarters of the Borrower consecutive Fiscal Quarters for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to be delivered pursuant to Section 6.01(a) or 6.01(b) divided have been delivered), multiplied by 0.75 and (y) the sum Seasonal Adjustment Factor for such Fiscal Quarters; and
(iv) for the avoidance of doubt, for the fourth Test Period ending after the Covenant Waiver Period and each Test Period ending thereafter, Consolidated Adjusted EBITDA as calculated for, and allocated solely to, shall be Consolidated Adjusted EBITDA for the four consecutive Fiscal Quarters then most recently ended fiscal quarters of the Borrower for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to be delivered pursuant to Section 6.01(a) or 6.01(bhave been delivered). and (y) each Compliance Certificate delivered in connection with the ; provided that for any Test Periods described Period set forth in clauses (i), (ii) and through (iii) above shall state whether the calculation of the First Lien Leverage Ratio Borrower may elect (with any such election applying to each subsequent Test Period) to have Consolidated Adjusted EBITDA be Consolidated Adjusted EBITDA for the relevant Test Period was calculated based on clause (xfour consecutive Fiscal Quarters then most recently ended for which financial statements under Section 5.01(a) or clause (ySection 5.01(b), as applicable., have been delivered (or are required to have been delivered). For purposes of this Section 6.15 and Section 4.02(b), unless otherwise agreed in writing by the Borrower and the Required Revolving Lenders (but without the consent of the Required Lenders or any other Lender or Person), the applicable following terms have the meanings specified below:
Appears in 1 contract
First Lien Leverage Ratio. Except with the written consent of the Required Revolving Credit Lenders, for any Test Period (commencing with the Test Period ending on or about September 30, 202182018) that ends prior to the First Amendment Effective Date and on or after the Relief Period Termination Date, the Borrower will not permit the First Lien Leverage Ratio of the Borrower and its Restricted Subsidiaries on a consolidated basis as of the last day of such Test Period to exceed 4.25:1.00; provided that, commencing on the First Amendment Effective Date and until immediately prior to the Relief Period Termination Date, the Borrower will not permit the First Lien Leverage Ratio of the Borrower and its Restricted Subsidiaries on a consolidated basis as of the last day of the Test Period ending on each date set forth below to be greater than the corresponding First Lien Leverage Ratio set forth below: December 31, 2021 64.0705:1.00 March 31, 2022 54.275:1.00 ; provided, further, that (x):
(i) for the purpose of calculating the First Lien Leverage Ratio for the Test Period ended March 31, 2021, Consolidated EBITDA shall be deemed to be the greater of (x) the sum of Consolidated EBITDA as calculated for, and allocated solely to, the most recently ended fiscal quarter of the Borrower for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b) multiplied by four and (y) the sum of Consolidated EBITDA as calculated for, and allocated solely to, the four most recently ended fiscal quarters of the Borrower for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b);
(ii) for the purpose of calculating the First Lien Leverage Ratio for the Test Period ended June 30, 2021, Consolidated EBITDA shall be deemed to be the greater of (x) the sum of Consolidated EBITDA as calculated for, and allocated solely to, the two most recently ended fiscal quarters of the Borrower for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b) multiplied by two and (y) the sum of Consolidated EBITDA as calculated for, and allocated solely to, the four most recently ended fiscal quarters of the Borrower for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b); and
(iii) for the purpose of calculating the First Lien Leverage Ratio for the Test Period ended September 30, 2021, Consolidated EBITDA shall be deemed to be the greater of (x) the sum of Consolidated EBITDA as calculated for, and allocated solely to, the three most recently ended fiscal quarters of the Borrower for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b) divided by 0.75 and (y) the sum of Consolidated EBITDA as calculated for, and allocated solely to, the four most recently ended fiscal quarters of the Borrower for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b). and (y) each Compliance Certificate delivered in connection with the Test Periods described in clauses (i), (ii) and (iii) above shall state whether the calculation of the First Lien Leverage Ratio for the relevant Test Period was calculated based on clause (x) or clause (y), as applicable. Thereafter, Consolidated EBITDA shall be calculated for each Test Period using the most recently completed four consecutive fiscal quarters of the Borrower ending on or prior to such date for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b).
Appears in 1 contract
First Lien Leverage Ratio. Except with On the written consent last day of the Required Revolving Credit Lenders, for any Test Period (commencing with the Test Period ending on or about September 30, 20218) that ends prior to the First Amendment Effective Date and on or after the Relief last day of the first full Fiscal Quarter ending after the Closing Date on which the Revolving Facility Test Condition is then satisfied (other than any Test Period Termination Dateending during the Covenant Waiver Period, so long as the Borrower is in compliance with any then-applicable Covenant Waiver Conditions at all times during the applicable portions of such Covenant Waiver Period (giving effect to any cure periods stated therein)), the Borrower will shall not permit the First Lien Leverage Ratio to be greater than 6.25:1.00, stepping-down to a First Lien Leverage Ratio of 6.00:1.00 for the Fiscal Quarter ended on or about September 30, 2020 and thereafter (as applicable). For the avoidance of doubt, if the Borrower ceases to be in compliance with any then-applicable Covenant Waiver Conditions at any time during the applicable portions of such Covenant Waiver Period, then (A) the Financial Covenant will be deemed to have been applicable as of the last day of the most recently ended Test Period (but solely to the extent the Revolving Facility Test Condition was otherwise satisfied on such last day) and (B) accordingly, if the Borrower and its Restricted Subsidiaries on a consolidated basis would not have been in compliance with the Financial Covenant as of the last day of such Test Period to exceed 4.25:1.00; provided thatPeriod, commencing on the First Amendment Effective Date and until immediately prior then, solely to the Relief Period Termination Dateextent the Revolving Facility Test Condition was otherwise satisfied on such last day, and subject to the Borrower will not permit rights and limitations set forth in Section 6.15(b), a breach of this Section 6.15(a) shall be deemed to have occurred from such non-compliance with the First Lien Leverage Ratio Covenant Waiver Conditions (unless so cured). Notwithstanding the other provisions of this Agreement, from and after the termination of the Borrower and its Restricted Subsidiaries on a consolidated basis as of the last day of the Test Period ending on each date set forth below to be greater than the corresponding First Lien Leverage Ratio set forth below: December 31Covenant Waiver Period, 2021 64.0705:1.00 March 31, 2022 54.275:1.00 ; provided, further, that (x):
(i) for the purpose purposes of calculating the First Lien Leverage Ratio for purposes of this Section 6.15 and determining compliance with the Financial Covenant (if then tested):
(i) for the first Test Period ended March 31, 2021ending after termination of the Covenant Waiver Period, Consolidated Adjusted EBITDA shall be deemed to be the greater product of (x) the sum of Consolidated Adjusted EBITDA as calculated for, and allocated solely to, for the most recently ended fiscal quarter of the Borrower Fiscal Quarter for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to be delivered pursuant to Section 6.01(a) or 6.01(b) have been delivered), multiplied by four and (y) the sum of Consolidated EBITDA as calculated for, and allocated solely to, the four most recently ended fiscal quarters of the Borrower Seasonal Adjustment Factor for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b)such Fiscal Quarter;
(ii) for the purpose of calculating the First Lien Leverage Ratio for the second Test Period ended June 30, 2021ending after termination of the Covenant Waiver Period, Consolidated Adjusted EBITDA shall be deemed to be the greater product of (x) the sum of Consolidated Adjusted EBITDA as calculated for, and allocated solely to, for the two most recently ended fiscal quarters of the Borrower consecutive Fiscal Quarters for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to be delivered pursuant to Section 6.01(a) or 6.01(b) have been delivered), multiplied by two and (y) the sum of Consolidated EBITDA as calculated for, and allocated solely to, the four most recently ended fiscal quarters of the Borrower Seasonal Adjustment Factor for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or 6.01(b); andsuch Fiscal Quarters;
(iii) for the purpose of calculating the First Lien Leverage Ratio for the third Test Period ended September 30, 2021ending after termination of the Covenant Waiver Period, Consolidated Adjusted EBITDA shall be deemed to be the greater product of (x) the sum of Consolidated Adjusted EBITDA as calculated for, and allocated solely to, for the three most recently ended fiscal quarters of the Borrower consecutive Fiscal Quarters for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to be delivered pursuant to Section 6.01(a) or 6.01(b) divided have been delivered), multiplied by 0.75 and (y) the sum Seasonal Adjustment Factor for such Fiscal Quarters; and
(iv) for the avoidance of doubt, for the fourth Test Period ending after the Covenant Waiver Period and each Test Period ending thereafter, Consolidated Adjusted EBITDA as calculated for, and allocated solely to, shall be Consolidated Adjusted EBITDA for the four consecutive Fiscal Quarters then most recently ended fiscal quarters of the Borrower for which financial statements under Section 5.01(a) or Section 5.01(b), as applicable, have been delivered (or are required to be delivered pursuant to Section 6.01(a) or 6.01(bhave been delivered). and (y) each Compliance Certificate delivered in connection with the ; provided that for any Test Periods described Period set forth in clauses (i), (ii) and through (iii) above shall state whether the calculation of the First Lien Leverage Ratio Borrower may elect (with any such election applying to each subsequent Test Period) to have Consolidated Adjusted EBITDA be Consolidated Adjusted EBITDA for the relevant Test Period was calculated based on clause (xfour consecutive Fiscal Quarters then most recently ended for which financial statements under Section 5.01(a) or clause (ySection 5.01(b), as applicable., have been delivered (or are required to have been delivered). For purposes of this Section 6.15 and Section 4.02(b), unless otherwise agreed in writing by the Borrower and the Required Revolving Lenders (but without the consent of the Required Lenders or any other Lender), the applicable following terms have the meanings specified below:
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Sources: First Lien Credit Agreement (Isos Acquisition Corp.)