First Lien Net Leverage Ratio. On the last day of any Test Period (commencing with the Test Period ending on March 31, 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: 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 time (other than amounts that have been reimbursed, cash collateralized or backstopped within three (3) 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 “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 Ratio solely for purposes of this Section 6.14(a)..
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First Lien Net Leverage Ratio. On the last day of any Test Period (commencing with the Test Period ending on March 31, 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: 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 time (other than amounts that have been reimbursed, cash collateralized or backstopped within three (3) 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 “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 Ratio solely for purposes of this Section 6.14(a)...
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First Lien Net Leverage Ratio. (i) On the last day of any each Test Period (commencing with the Test Period Fiscal Quarter ending on March 31, 2021) 2025), 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: below for such Test Period (this clause (b)(i), the “Maximum First Lien Net Leverage Covenant”): March 31, 2021 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, 2021 7.50:1.00 September 302026 and thereafter 7.00:1.00
(ii) Notwithstanding anything to the contrary in this Agreement (including Article 7), 2021 7.50:1.00 December 31upon any failure by the Borrower to comply with Section 6.15(b)(i) above as of any applicable Test Period, 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 the Borrower shall have the right (the “Leverage Covenant Cure Right”) (at any time during such Fiscal Quarter ending or thereafter until the SPAC Closing Date 5.50:1.00 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 (ii2) 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 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 time (other than amounts that have been reimbursed, cash collateralized or backstopped within three (3) 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 as financial statements are used to pay original issue discount or upfront fees 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 “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 Ratio solely for purposes of this Section 6.14(a)..Covenant Cure Amount is actually received.
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First Lien Net Leverage Ratio. On the last day of any Test Period (commencing with the Test Period ending on March 31, 2021) the Borrower shall not Not permit the First Lien Net Leverage Ratio to exceed (i) prior to the SPAC Closing Date, the corresponding ratio set forth 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 Quarterany Computation Period to exceed 1.75 to 1.00, commencing with the sum of (i) Computation Period ending September 30, 2021. Notwithstanding anything to the aggregate principal amount of Revolving Loans then outstanding plus (ii) contrary, at the aggregate amount of LC Disbursements that have not been reimbursed within two (2) Business Days by or on behalf written request of the Borrower at the time of a Permitted Acquisition (such time (other than amounts that have been reimbursed, cash collateralized or backstopped within three (3) Business Days following request to be made prior the end last day of the applicable Fiscal QuarterQuarter during which the Permitted Acquisition was consummated) plus and subject to satisfaction of the conditions set forth below, the maximum First Lien Net Leverage 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 (iiii.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, 2022) 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 each such increase, a manner reasonably satisfactory to the applicable Issuing Banks“First Lien Net Leverage Increase”), exceeds 35% of the aggregate principal amount of Revolving Credit Commitments then in effectand thereafter shall decrease to 1.75 to 1.00; provided, that however, the following conditions must be satisfied as a condition to the extent Revolving Loans or other amounts under effectiveness of any First Lien Net Leverage Increase: (a) the Revolving Facility are used value of the Permitted Acquisition must be greater than $25,000,000; (b) the pro forma First Lien Net Leverage Ratio at the time the Permitted Acquisition is consummated shall not exceed 1.50 to pay original issue discount or upfront fees pursuant 1.00; (c) there shall only be four (4) First Lien Net Leverage Increases during the term of this Agreement; (d) the Borrower shall not be entitled to the “market flex” provisions benefit of the Fee Letter, then for the first two more than one (1) First Lien Net Leverage Increase in consecutive Fiscal Quarters following the Closing Date, such Revolving Loans shall be excluded from the calculation of Quarters; and (e) the First Lien Net Leverage Ratio solely must not exceed 1.75 to 1.00 for purposes of this Section 6.14(a)..at least one Fiscal Quarter between a First Lien Net Leverage Increase and the next First Lien Net Leverage Increase.
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Sources: Credit Agreement (Infrastructure & Energy Alternatives, Inc.)