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Covenants, facilities and credit papers, remembered

A facility agreement sets a test. A compliance certificate reports against it. A side letter quietly moves a definition. Six months later the question is simply what the covenant is today, and answering it costs an analyst an afternoon. Nemosyne keeps the answer assembled, with the clause it rests on.

Where the work already lives.

The fund's own documents, read where they already are.

  • The facility agreement and every amendment to it, including the side letter that moved a definition.
  • Quarterly compliance certificates from each borrower, usually arriving as attachments.
  • The credit paper that recommended, and the credit committee minutes that approved.
  • Borrower management accounts and the monthly information pack.
  • Waiver correspondence, which is often the only record that a test was ever reset.

Nemosyne reads the executed document rather than the summary someone kept, and when the summary and the agreement disagree it says so and keeps both.

Three kinds of recurring work.

The same three shapes come round every quarter. What changes is not that the work disappears — it is that nobody has to reassemble the record before it can start.

The covenant check

someone opens the agreement, finds the definition, checks whether an amendment moved it, then reads the certificate and recalculates.

the current test, the clause that sets it, the last reported level and any headroom the certificate states are already joined — and an amendment that resets the level is applied rather than missed.

The watchlist

deterioration is spotted when somebody notices, which is usually a reporting period after it began.

each period's tested level and stated headroom are kept side by side, so a covenant that halved in a year is one question away rather than a number nobody compared.

The new credit paper

precedent is whatever the committee remembers: what was done last time a borrower asked for this, and on what terms.

earlier decisions come back in the words they were recorded in, beside the test results that followed, so what happened after a waiver or reset can be read rather than recalled.

A worked example.

Illustrative — the firms, names and figures below are invented

Northbank Logistics is a borrower on a €60m facility. The agreement sets a leverage covenant at 3.5x, tested quarterly. The Q2 certificate reports 3.1x, and the credit team wants to know whether that is as comfortable as it looks.

Facility · 2023
Leverage covenant set at 3.5x, tested on the last day of each quarter.
Side letter · 2024
EBITDA definition amended to permit an add-back for one-off restructuring costs.
Certificate · Q2
Reports leverage at 3.1x, calculated on the amended definition.
Certificate · Q2 LY
Reported 2.6x, on the original definition.
Accounts · Q2
Audited EBITDA implies 3.4x without the add-back.

Headroom is not 0.4x. On the agreement's original definition the borrower is at 3.4x, which leaves 0.1x, and the comfort comes entirely from an add-back a side letter permits. Nemosyne keeps both EBITDA figures, each citing the document it came from, so the 0.1x is a sum anyone can check.

What your assistant answers.

Through the same Claude, ChatGPT or Cursor your firm already uses — one connection per firm, and each person sees only what they are allowed to see.

What is Northbank's covenant headroom, and on what basis?

The tested covenant is 3.5x leverage; Q2 reports 3.1x on the definition as amended by the 2024 side letter.

On audited EBITDA, without the add-back, the same net debt works out at 3.4x: headroom of 0.1x, not the 0.4x the certificate states.

Both the clause and the certificate are named, so the analyst checks the definition rather than trusting a number.

See how the answer is assembled →

The first thing we would ask you.

What does a borrower actually send you each quarter, and what do you read first?

Some books run on monthly management packs, others on the quarterly certificate alone. What arrives, and in what order, decides which documents Nemosyne treats as the record and which due dates it can watch — so it should be your answer rather than our assumption.

Questions this raises.

Does it read the agreement itself, or a summary?
The executed agreement. Parsing is deterministic first and escalates when the document needs it: a scanned facility full of tables can go down a heavier path than a clean PDF, and the page it read is the page a citation points at.
What about amendments and side letters?
They are ordinary documents that happen to be more authoritative than the ones they amend. Reconciliation is by authority tier and recency, so an amended covenant level wins over the original without anyone rekeying anything.
Can it calculate the covenant for us?
It assembles the inputs and names them; it does not replace your model. A figure that came from a certificate is reported as the certificate's figure, not as ours.
What if a borrower stops reporting?
Where a document states when the next certificate or pack is due, a date that passes with nothing recording it is flagged automatically, with the due date and where it came from. A cadence alone sets no date, so ask for the dates to be written down.

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