Common use of 01Amendments, Etc Clause in Contracts

01Amendments, Etc. Except as otherwise contemplated by Section 8.07, no amendment or waiver of any provision of this Agreement or the Notes or any other Loan Document, nor consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower, the Administrative Agent, the Collateral Agent (in the case of any Collateral Documents) and the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time: (i) waive any of the conditions specified in Section 3.01 or, in the case of the initial Borrowing, Section 3.02, (ii) change the number of Lenders or the percentage of (A) the Commitments, (B) the aggregate unpaid principal amount of the Advances or (C) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or any of them to take any action hereunder, (iii) reduce or limit the obligations of any Guarantor under Section 1 of the Subsidiary Guaranty or Section 9.01 of the Additional Alliance Entity Guarantee issued by it or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Obligations owing to the Administrative Agent and the Lenders (other than, in the case of this clause (iii), a release of a Subsidiary Guarantor or UC Guarantor in connection with disposition of the equity interests of such Subsidiary Guarantor or UC Guarantor permitted by the Loan Documents as of the Closing Date), (iv) release all or substantially all of the Collateral from the Liens created under the Loan Documents (other than, in the case of this clause (iv), in connection with an asset disposition or Investment or Restricted Payment, in each case, permitted under the Loan Documents as of the Closing Date), (v) amend or waive Section 2.11(e), Section 2.13 or Section 6.03 (or any defined term to the extent used therein), (vi) release the Borrower from its Obligations under any of the Loan Documents, (vii) subordinate the Obligations in right of payment to any other Debt, or subordinate any Lien on Collateral securing the Obligations to any Lien on such Collateral securing any other Debt, in each case, except as permitted by the Loan Documents as of the Closing Date, or (viii) amend or waive this Section 8.01 (or any defined term to the extent used therein), and (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that is directly affected by such amendment, waiver or consent, (i) increase the Commitment or Letter of Credit Commitment of such Lender, (ii) reduce the principal of, or interest on, any Advance held by such Lender or any fees or other amounts payable hereunder to such Lender, (iii) postpone any date fixed for any payment of principal of, or interest on, any Advance held by such Lender or any fees or other amounts payable hereunder to such Lender, (iv) amend the definition of Termination Date or ​ ​ 154 Alliance Coal, LLC ​ Credit Agreement ​ ​ Springing Maturity Date or any other definition to the extent used in either of the foregoing definitions referred to in this clause (iv), or (v) change the order of application of any prepayment set forth in Section 2.06 in any manner that materially affects such Lender; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or each Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank or of the Issuing Banks, as the case may be, under this Agreement; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent (as applicable) in addition to the Lenders required above, require the Administrative Agent or Collateral Agent (as applicable) to take such action, affect the rights or duties of the Administrative Agent or the Collateral Agent (as applicable) under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) neither the Commitment nor the Letter of Credit Commitment of any Defaulting Lender may be increased or extended without the consent of such Lender, (y) the maturity of any Advances of a Defaulting Lender may not be extended, the rate of interest on any Advances of a Defaulting Lender may not be reduced and the principal amount of any Advances of a Defaulting Lender may not be forgiven, in each case without the consent of such Defaulting Lender and (z) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.

01Amendments, Etc. Except as otherwise contemplated by Section 8.07, no No amendment or waiver of any provision of this Agreement or the Notes or any other Loan Document, nor and no consent to any departure by Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the BorrowerRequired Lenders and Borrower or the applicable Loan Party, as the Administrative case may be, and acknowledged by Agent, the Collateral Agent (in the case of any Collateral Documents) and the Required Lenders, and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no such amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time: (i) waive any of the conditions specified condition set forth in Section 3.01 or4.01(a) without the written consent of each Lender; provided, however, in the case sole discretion of the initial BorrowingAgent, Section 3.02, (ii) change the number of Lenders or the percentage of (A) the Commitments, (B) the aggregate unpaid principal amount of the Advances or (C) the aggregate Available Amount of outstanding Letters of Credit that, in each case, only a waiver by Agent shall be required for the Lenders or any of them to take any action hereunder, (iii) reduce or limit the obligations of any Guarantor under Section 1 of the Subsidiary Guaranty or Section 9.01 of the Additional Alliance Entity Guarantee issued by it or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Obligations owing to the Administrative Agent and the Lenders (other than, immaterial matters or items specified in the case of this clause Sections 4.01(a) (iii), a release of a Subsidiary Guarantor or UC Guarantor in connection with disposition of the equity interests of such Subsidiary Guarantor or UC Guarantor permitted by the Loan Documents as of the Closing Date), (iv) or (ix) with respect to which Borrower has given assurances satisfactory to Agent that such items shall be delivered promptly following the Closing Date; extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of "Default Rate" or to waive any obligation of Borrower to pay interest or L/C Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder; change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; change any provision of this Section or the definition of "Required Lenders" or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or release any Guarantor from the Guaranty or release the Liens on all or substantially all of the Collateral from in any transaction or series of related transactions except in accordance with the Liens created under terms of any Loan Document, without the Loan Documents written consent of each Lender; and, provided further, that (other than, in the case of this clause (iv), in connection with an asset disposition or Investment or Restricted Payment, in each case, permitted under the Loan Documents as of the Closing Date), (v) amend or waive Section 2.11(e), Section 2.13 or Section 6.03 (or any defined term to the extent used therein), (vi) release the Borrower from its Obligations under any of the Loan Documents, (vii) subordinate the Obligations in right of payment to any other Debt, or subordinate any Lien on Collateral securing the Obligations to any Lien on such Collateral securing any other Debt, in each case, except as permitted by the Loan Documents as of the Closing Date, or (viii) amend or waive this Section 8.01 (or any defined term to the extent used therein), and (bi) no amendment, waiver or consent shall, unless in writing and signed by the Required L/C Issuer in addition to the Lenders and each Lender that is directly affected by such amendmentrequired above, waiver affect the rights or consent, (i) increase duties of the Commitment L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit Commitment of such Lender, issued or to be issued by it; (ii) reduce the principal of, or interest on, any Advance held by such Lender or any fees or other amounts payable hereunder to such Lender, (iii) postpone any date fixed for any payment of principal of, or interest on, any Advance held by such Lender or any fees or other amounts payable hereunder to such Lender, (iv) amend the definition of Termination Date or ​ ​ 154 Alliance Coal, LLC ​ Credit Agreement ​ ​ Springing Maturity Date or any other definition to the extent used in either of the foregoing definitions referred to in this clause (iv), or (v) change the order of application of any prepayment set forth in Section 2.06 in any manner that materially affects such Lender; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or each Issuing Bank, as the case may be, Lender in addition to the Lenders required above to take such actionabove, affect the rights or obligations duties of the Swing Line Bank or of the Issuing Banks, as the case may be, Lender under this Agreement; and provided further that (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent (as applicable) in addition to the Lenders required above, require affect the Administrative rights or duties of Agent under this Agreement or Collateral Agent any other Loan Document; (as applicableiv) no amendment, waiver or consent shall, unless in writing and signed by Arranger in addition to take such actionthe Lenders required above, affect the rights or duties of the Administrative Agent or the Collateral Agent (as applicable) Arranger under this Agreement or the any other Loan DocumentsDocument; and (v) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)hereunder, except that (x) neither the Commitment nor the Letter of Credit Commitment of any Defaulting such Lender may not be increased or extended without the consent of such Lender, (y) the maturity of any Advances of a Defaulting Lender may not be extended, the rate of interest on any Advances of a Defaulting Lender may not be reduced and the principal amount of any Advances of a Defaulting Lender may not be forgiven, in each case without the consent of such Defaulting Lender and (z) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.

01Amendments, Etc. Except as otherwise contemplated by Section 8.07, no No amendment or waiver of any provision of this Agreement or the Notes or any other Loan Document, nor and no consent to any departure by the Borrower or any other Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the BorrowerRequired Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, the Collateral Agent (in the case of any Collateral Documents) and the Required Lenders, and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that (a) no such amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time: (ia) waive extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender (it being understood that the conditions specified in Section 3.01 orwaiver of any mandatory prepayment shall not constitute an extension or increase of any Commitment of any Lender); (b) postpone any date fixed by this Agreement, in the case any Additional Credit Extension Amendment or any other Loan Document for any payment of the initial Borrowingprincipal, Section 3.02interest, (ii) change the number of Lenders fees or the percentage of (A) the Commitments, (B) the aggregate unpaid principal amount of the Advances or (C) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for other amounts due to the Lenders (or any of them to take any action hereunder, (iiithem) reduce hereunder or limit the obligations of any Guarantor under Section 1 of the Subsidiary Guaranty or Section 9.01 of the Additional Alliance Entity Guarantee issued by it or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Obligations owing to the Administrative Agent and the Lenders (other than, in the case of this clause (iii), a release of a Subsidiary Guarantor or UC Guarantor in connection with disposition of the equity interests of such Subsidiary Guarantor or UC Guarantor permitted by the Loan Documents as of the Closing Date), (iv) release all or substantially all of the Collateral from the Liens created under the Loan Documents (other than, in the case of this clause (iv), in connection with an asset disposition or Investment or Restricted Payment, in each case, permitted under the Loan Documents as of the Closing Date), (v) amend or waive Section 2.11(e), Section 2.13 or Section 6.03 (or any defined term to the extent used therein), (vi) release the Borrower from its Obligations under any of the Loan Documents, (vii) subordinate the Obligations in right of payment to any other Debt, or subordinate any Lien on Collateral securing the Obligations to any Lien on such Collateral securing any other Debt, in each case, except as permitted by the Loan Documents as without the written consent of each Lender entitled to such payment (it being understood that the waiver of or amendment to the terms of any mandatory prepayment of the Closing Date, Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest); (viii) amend or waive this Section 8.01 (or any defined term to the extent used therein), and (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that is directly affected by such amendment, waiver or consent, (i) increase the Commitment or Letter of Credit Commitment of such Lender, (iic) reduce the principal of, or the rate of interest specified herein on, any Advance held by such Lender Loan, or any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender entitled to such Lenderamount; provided, (iii) postpone any date fixed for any payment however, that only the consent of principal of, or interest on, any Advance held by such Lender or any fees or other amounts payable hereunder the Required Lenders shall be necessary to such Lender, (iv) amend the definition of Termination Date “Default Rate” or ​ ​ 154 Alliance Coal, LLC ​ Credit Agreement ​ ​ Springing Maturity Date or to waive any other definition to the extent used in either obligation of the foregoing definitions referred Borrower to in this clause (iv), or (v) change pay interest at the order of application of any prepayment set forth in Section 2.06 in any manner that materially affects such LenderDefault Rate; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or each Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank or of the Issuing Banks, as the case may be, under this Agreement; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent (as applicable) in addition to the Lenders required above, require the Administrative Agent or Collateral Agent (as applicable) to take such action, affect the rights or duties of the Administrative Agent or the Collateral Agent (as applicable) under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) neither the Commitment nor the Letter of Credit Commitment of any Defaulting Lender may be increased or extended without the consent of such Lender, (y) the maturity of any Advances of a Defaulting Lender may not be extended, the rate of interest on any Advances of a Defaulting Lender may not be reduced and the principal amount of any Advances of a Defaulting Lender may not be forgiven, in each case without the consent of such Defaulting Lender and (z) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.-102-

01Amendments, Etc. Except as otherwise contemplated by Section 8.07set forth in this Agreement, no amendment or waiver of any provision of this Agreement or the Notes or any other Loan Document, nor and no consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the BorrowerRequired Lenders (other than with respect to any amendment, waiver or modification contemplated in clause (g) below) (or by the Administrative Agent, Agent with the Collateral Agent (in consent of the case of any Collateral DocumentsRequired Lenders) and the Required Lendersapplicable Loan Party, as the case may be, and then each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; providedprovided that, however, that (a) no such amendment, waiver or consent shall: (a) extend or increase the Commitment of any Lender without the written consent of each Lender holding such Commitment (it being understood that a waiver of any condition precedent or of any Default, unless in writing and signed by all mandatory prepayment or mandatory reduction of any Commitments shall not constitute an extension or increase of any Commitment of any Lender); (b) postpone any date scheduled for, or reduce or forgive the amount of, any payment of principal or interest under Section 2.07 or 2.08 (other than pursuant to Section 2.08(b)) or postpone any date for the payment of fees hereunder without the written consent of each Lender directly affected thereby, it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Lenders, do Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest and it further being understood that any change to the following at any time: (i) waive any definition of the conditions specified in Section 3.01 “Consolidated First Lien Net Leverage Ratio,” “Consolidated Fixed Charge Coverage Ratio,” “Total Leverage Ratio” or “Secured Leverage Ratio” or, in each case, in the case component definitions thereof shall not constitute a reduction or forgiveness in any rate of interest; (c) reduce or forgive the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iii) of the initial Borrowingsecond proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document (or extend the timing of payments of such fees or other amounts) without the written consent of each Lender directly affected thereby, Section 3.02it being understood that any change to the definition of “Consolidated First Lien Net Leverage Ratio,” “Consolidated Fixed Charge Coverage Ratio,” “Total Leverage Ratio” or “Secured Leverage Ratio” or, in each case, in the component definitions thereof shall not constitute a reduction in any rate of interest; provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate; (iid) change any provision of this Section 10.01 or the definition of “Supermajority Lenders,” “Required Lenders,” “Required Facility Lenders,” “Required Class Lenders” or any other provision specifying the number of Lenders or the percentage of (A) the Commitments, (B) the aggregate unpaid principal amount portion of the Advances Loans or (C) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be Commitments required for the Lenders or any of them to take any action hereunder, (iii) reduce or limit under the obligations of any Guarantor under Section 1 of the Subsidiary Guaranty Loan Documents or Section 9.01 8.03, without the written consent of the Additional Alliance Entity Guarantee issued each Lender directly affected thereby (it being understood that each Lender shall be directly and adversely affected by it or release such Guarantor or otherwise limit such Guarantor’s liability with respect a change to the Obligations owing to the Administrative Agent and the Lenders “Required Lenders,” “Supermajority Lenders,” or “Pro Rata Share” definitions); (e) other than, in the case of this clause (iii), a release of a Subsidiary Guarantor or UC Guarantor than in connection with disposition of the equity interests of such Subsidiary Guarantor a transaction permitted under Section 7.04 or UC Guarantor permitted by the Loan Documents as of the Closing Date)Section 7.05, (iv) release all or substantially all of the Collateral from the Liens created under the Loan Documents (other than, in the case of this clause (iv), in connection with an asset disposition or Investment or Restricted Payment, in each case, permitted under the Loan Documents as of the Closing Date), (v) amend or waive Section 2.11(e), Section 2.13 or Section 6.03 (or any defined term to the extent used therein), (vi) release the Borrower from its Obligations under any of the Loan Documents, (vii) subordinate the Obligations in right of payment to any other Debt, or subordinate any Lien on Collateral securing the Obligations to any Lien on such Collateral securing any other Debt, in each case, except as permitted by the Loan Documents as of the Closing Date, or (viii) amend or waive this Section 8.01 (or any defined term to the extent used therein), and (b) no amendment, waiver or consent shall, unless in writing and signed by the Required Lenders and each Lender that is directly affected by such amendment, waiver or consent, (i) increase the Commitment or Letter of Credit Commitment of such Lender, (ii) reduce the principal of, or interest on, any Advance held by such Lender or any fees or other amounts payable hereunder to such Lender, (iii) postpone any date fixed for any payment of principal of, or interest on, any Advance held by such Lender or any fees or other amounts payable hereunder to such Lender, (iv) amend the definition of Termination Date or ​ ​ 154 Alliance Coal, LLC ​ Credit Agreement ​ ​ Springing Maturity Date or any other definition to the extent used in either of the foregoing definitions referred to in this clause (iv), or (v) change the order of application of any prepayment set forth in Section 2.06 in any manner that materially affects such transaction or series of related transactions, without the written consent of each Lender; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank or each Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank or of the Issuing Banks, as the case may be, under this Agreement; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent (as applicable) in addition to the Lenders required above, require the Administrative Agent or Collateral Agent (as applicable) to take such action, affect the rights or duties of the Administrative Agent or the Collateral Agent (as applicable) under this Agreement or the other Loan Documents. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) neither the Commitment nor the Letter of Credit Commitment of any Defaulting Lender may be increased or extended without the consent of such Lender, (y) the maturity of any Advances of a Defaulting Lender may not be extended, the rate of interest on any Advances of a Defaulting Lender may not be reduced and the principal amount of any Advances of a Defaulting Lender may not be forgiven, in each case without the consent of such Defaulting Lender and (z) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.-165-