1Amendments and Waivers. (a) Neither this Agreement, nor any other Loan Document (other than any L/C-Related Document and the Fee Letter), nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1. The Required Lenders and each Loan Party party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (i) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided that no such waiver and no such amendment, supplement or modification shall (A) forgive the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A)) or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Revolving Commitment or Term Commitment, in each case without the written consent of each Lender directly affected thereby (it being agreed that an increase in (x) the Total Revolving Commitments and (y) the aggregate principal amount of the Term Commitments and Term Loans shall also require the consent of the Required Lenders); (B) eliminate or reduce the voting rights of any Lender under this Section 10.1 without the written consent of such Lender; (C) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral, contractually subordinate the Obligations or the Administrative Agent’s Lien on all or substantially all of the Collateral or release or subordinate all or substantially all of the value of the guarantees provided by the Guarantors under the Guarantee and Collateral Agreement, in each case without the written consent of all Lenders; (D) (i) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Revolving Lenders without the written consent of each Revolving Lender or (ii) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of each Term Lender and/or, as applicable, each L/C Lender; (E) reduce the percentage specified in the definition of Majority Revolving Lenders without the consent of all Revolving Lenders or reduce the percentage specified in the definition of Majority Term Lenders without the written consent of all Term Lenders; (F) amend, modify or waive any provision of Section 9 without the written consent of the Administrative Agent; (G) [reserved]; (H) amend, modify or waive any provision of Section 3 without the written consent of the Issuing Lender; (I) [reserved]; (J) amend, modify or waive any provision of Section 10.6(b)(v) to permit assignments to a Loan Party or any Affiliates or Subsidiary thereof without the written consent of each Lender; or (K) (i) amend or modify the application of prepayments set forth in Section 2.12(g) or the application of payments set forth in Section 8.3 without the written consent of all Lenders, or (ii) subject to any applicable agreement among the Lenders, amend or modify the application of payments provisions set forth in Section 8.3 in a manner that adversely affects the Issuing Lender, provider of Bank Services or any Qualified Counterparty, as applicable, without the written consent of the Issuing Lender, Bank Services Provider or each such Qualified Counterparty, as applicable. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent, the Issuing Lender, Bank Services Provider, each Qualified Counterparty, and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured during the period such waiver is effective; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding the foregoing, the Issuing Lender and Borrower may amend any of the L/C-Related Documents without the consent of the Administrative Agent or any other Lender. 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) the Revolving Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) 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. (b) Notwithstanding anything to the contrary contained in Section 10.1(a) above, in the event that Borrower or any other Loan Party, as applicable, requests that this Agreement or any of the other Loan Documents, as applicable, be amended or otherwise modified in a manner which would require the consent of all of the Lenders and such amendment or other modification is agreed to by Borrower and/or such other Loan Party, as applicable, the Required Lenders and the Administrative Agent, then, with the consent of Borrower and/or such other Loan Party, as applicable, the Administrative Agent and the Required Lenders, this Agreement or such other Loan Document, as applicable, may be amended without the consent of the Lender or Lenders who are unwilling to agree to such amendment or other modification (each, a “Minority Lender”), to provide for: (i) the termination of the Commitments of each such Minority Lender; (ii) the assumption of the Loans and Commitments of each such Minority Lender by one or more Replacement Lenders pursuant to the provisions of Section 2.23; and (iii) the payment of all interest, fees and other obligations payable or accrued in favor of each Minority Lender and such other modifications to this Agreement or to such Loan Documents as Borrower, the Administrative Agent and the Required Lenders may determine to be appropriate in connection therewith. (c) Notwithstanding any provision herein to the contrary, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings, and Borrower, (i) to add one or more additional credit or term loan facilities to this Agreement and to permit all such additional extensions of credit and all related obligations and liabilities arising in connection therewith and from time to time outstanding thereunder to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders and Majority Revolving Lenders or Majority Term Lenders, as applicable; provided that such amendments (or amendments and restatements) shall in all other respects comply with the provisions of Section 10.1(a) above. (d) Notwithstanding any provision herein to the contrary, any Bank Services Agreement may be amended or otherwise modified by the parties thereto in accordance with the terms thereof without the consent of the Administrative Agent or any Lender. (e) Notwithstanding any provision herein or in any Loan Document to the contrary, no amendment, supplement, modification, consent or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations or security provided for hereunder or any Loan Document arising under Specified Swap Agreements or Bank Services resulting in such Obligations being junior in right of payment to principal on the Loans or resulting in the Obligations owing to any Qualified Counterparty or provider of Bank Services becoming unsecured (other than releases of Liens permitted in accordance with Section 10.16), in each case in a manner adverse to any Qualified Counterparty or provider of Bank Services, as applicable, shall be effective without the written consent of such Qualified Counterparty or provider of Bank Services, as applicable. (f) Notwithstanding any other provision herein to the contrary, no consent of any Lender (or other Secured Party other than the Administrative Agent) shall be required to effectuate any amendment to implement any Incremental Term Facility permitted by Section 2.27.
Appears in 2 contracts
Samples: Credit Agreement (Enfusion, Inc.), Credit Agreement (Enfusion, Inc.)
1Amendments and Waivers. Subject to subsection 2.11(b) and (a) Neither this Agreement, nor any other Loan Document (other than any L/C-Related Document and the Fee Letterc), nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1. The Required Lenders subsection 10.1(c) below and each Loan Party party to the relevant Loan Document may, orsubsection 10.17 below, with the written consent of the Required LendersMajority Banks, the Administrative Agent and each Loan Party party to the relevant Loan Document Borrowers may, from time to time, (i) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders Banks or of the Loan Parties hereunder or thereunder or (ii) waiveBorrowers hereunder, and with the consent of the Majority Banks the Administrative Agent on behalf of the Banks may execute and deliver to the Borrowers a written instrument waiving, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, Agent may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided provided, however, that no such waiver and no such waiver, amendment, supplement or modification shall (Aa) forgive extend the maturity of any Loan or Reimbursement Obligation, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof, or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A)other than pursuant to subsection 10.17) or extend the scheduled date time of any payment thereof, in each case, without the written consent of with respect to any such change to any Committed Rate Loan, each Bank directly affected thereby, or increase (b) change the amount or extend the expiration date of any LenderBank’s Revolving Commitment or Term Commitmentthe terms of its obligation to make Loans hereunder (other than in accordance with subsection 2.20), or amend, modify or waive the pro rata treatment and payment provisions of subsection 2.12(b), or amend, modify or waive any provision of this subsection 10.1 or reduce the percentage specified in the definition of Majority Banks or Required Banks, or consent to the assignment or transfer by either Borrower of any of its rights and obligations under this Agreement, in each case without the written consent of each Lender directly affected thereby (it being agreed that an increase in (x) the Total Revolving Commitments and (y) the aggregate principal amount of the Term Commitments and Term Loans shall also require the consent of the Required Lenders); (B) eliminate or reduce the voting rights of any Lender under this Section 10.1 without the written consent of such Lender; (C) reduce any percentage specified in the definition of Required LendersBank, consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral, contractually subordinate the Obligations or the Administrative Agent’s Lien on all or substantially all of the Collateral or release or subordinate all or substantially all of the value of the guarantees provided by the Guarantors under the Guarantee and Collateral Agreement, in each case without the written consent of all Lenders; (D) (i) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Revolving Lenders without the written consent of each Revolving Lender or (ii) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of each Term Lender and/or, as applicable, each L/C Lender; (E) reduce the percentage specified in the definition of Majority Revolving Lenders without the consent of all Revolving Lenders or reduce the percentage specified in the definition of Majority Term Lenders without the written consent of all Term Lenders; (Fc) amend, modify or waive any provision of Section 9 without the written consent of the then Administrative AgentAgent and, if applicable, any other Agent affected by such amendment, modification or waiver, or (d) extend the Termination Date with respect to any Bank without the written consent of such Bank; provided, further, however, that no such waiver, amendment, supplement or modification shall waive, amend, supplement or otherwise modify subsections 2.16 without the written consent of the Required Banks, or (G) [reserved]; (He) amend, modify or waive any provision of Section 3 without the written consent of the Issuing Lender; subsections 2.23 and 2.26 (I) [reserved]; (J) amendand related defined terms), modify or waive any provision of Section 10.6(b)(v) to permit assignments to a Loan Party or any Affiliates other provision which affects the rights or Subsidiary thereof duties of an Issuing Bank under this Agreement, without the written consent of each Lender; Issuing Bank, or (Kf) (i) amend so long as any Luxembourg Obligations remain outstanding or modify the application of prepayments set forth in Section 2.12(g) or the application of payments set forth in Section 8.3 JD Luxembourg is a party to this Agreement, release Capital Corporation from its guarantee obligations under subsection 2.27 without the written consent of all Lenderseach Bank; and provided, or (iifurther, that notwithstanding the foregoing, the Administrative Agent may act pursuant to subsection 2.11(b) subject to any applicable agreement among establish, in conjunction with the LendersBorrowers, amend or modify the application an alternate rate of payments provisions set forth in Section 8.3 in a manner that adversely affects the Issuing Lender, provider of Bank Services or any Qualified Counterparty, as applicable, without the written consent of the Issuing Lender, Bank Services Provider or each such Qualified Counterparty, as applicableinterest. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders Banks and shall be binding upon the Loan PartiesBorrowers, the Lenders, Banks and the Administrative Agent, the Issuing Lender, Bank Services Provider, each Qualified Counterparty, and all future holders of the LoansAgents. In the case of any waiver, the Loan PartiesBorrowers, the Lenders Banks and the Administrative Agent Agents shall be restored to their former position and rights hereunder and under the other Loan Documentshereunder, and any Default or Event of Default waived shall be deemed to be cured during the period such waiver is effectiveand not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding Anything contained in the foregoingforegoing to the contrary notwithstanding, the Issuing Lender relevant Borrower and the relevant Bank with respect to a Negotiated Rate Loan may, from time to time, enter into amendments, supplements or modifications for the purpose of adding any provisions to such Negotiated Rate Loans or changing in any manner the rights of such Bank and such Borrower thereunder and such Bank may amend waive any of the L/C-Related Documents without the consent requirements of such Negotiated Rate Loan; provided, however, that such Borrower and such Bank shall notify the Administrative Agent or in writing of any other Lender. 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 extension of the applicable Lenders other than Defaulting Lenders), except that (x) the Revolving Commitment of any Defaulting Lender may not be increased or extended without the consent maturity of such Lender Negotiated Rate Loan or reduction of the principal amount thereof; provided, further, that such Borrower and (y) any waiver, amendment or modification requiring such Bank shall not extend 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 maturity of such Defaulting Lender.
(b) Notwithstanding anything to Negotiated Rate Loan beyond the contrary contained in Section 10.1(a) above, in the event that Borrower or any other Loan Party, as applicable, requests that this Agreement or any last day of the other Loan Documents, as applicable, be amended or otherwise modified in a manner which would require the consent of all of the Lenders and such amendment or other modification is agreed to by Borrower and/or such other Loan Party, as applicable, the Required Lenders and the Administrative Agent, then, with the consent of Borrower and/or such other Loan Party, as applicable, the Administrative Agent and the Required Lenders, this Agreement or such other Loan Document, as applicable, may be amended without the consent of the Lender or Lenders who are unwilling to agree to such amendment or other modification (each, a “Minority Lender”), to provide for:
(i) the termination of the Commitments of each such Minority Lender;
(ii) the assumption of the Loans and Commitments of each such Minority Lender by one or more Replacement Lenders pursuant to the provisions of Section 2.23; and
(iii) the payment of all interest, fees and other obligations payable or accrued in favor of each Minority Lender and such other modifications to this Agreement or to such Loan Documents as Borrower, the Administrative Agent and the Required Lenders may determine to be appropriate in connection therewithCommitment Period.
(c) Notwithstanding any provision herein to the contrary, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings, and Borrower, (i) to add one or more additional credit or term loan facilities to this Agreement and to permit all such additional extensions of credit and all related obligations and liabilities arising in connection therewith and from time to time outstanding thereunder to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders and Majority Revolving Lenders or Majority Term Lenders, as applicable; provided that such amendments (or amendments and restatements) shall in all other respects comply with the provisions of Section 10.1(a) above.
(d) Notwithstanding any provision herein to the contrary, any Bank Services Agreement may be amended or otherwise modified by the parties thereto in accordance with the terms thereof without the consent of the Administrative Agent or any Lender.
(e) Notwithstanding any provision herein or in any Loan Document to the contrary, no amendment, supplement, modification, consent or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations or security provided for hereunder or any Loan Document arising under Specified Swap Agreements or Bank Services resulting in such Obligations being junior in right of payment to principal on the Loans or resulting in the Obligations owing to any Qualified Counterparty or provider of Bank Services becoming unsecured (other than releases of Liens permitted in accordance with Section 10.16), in each case in a manner adverse to any Qualified Counterparty or provider of Bank Services, as applicable, shall be effective without the written consent of such Qualified Counterparty or provider of Bank Services, as applicable.
(f) Notwithstanding any other provision herein to the contrary, no consent of any Lender (or other Secured Party other than the Administrative Agent) shall be required to effectuate any amendment to implement any Incremental Term Facility permitted by Section 2.27.
Appears in 2 contracts
Samples: Credit Agreement (Deere John Capital Corp), Credit Agreement (Deere & Co)
1Amendments and Waivers. Subject to subsection 2.11(b) and (a) Neither this Agreement, nor any other Loan Document (other than any L/C-Related Document and the Fee Letterc), nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1. The Required Lenders subsection 10.1(c) below and each Loan Party party to the relevant Loan Document may, orsubsection 10.17 below, with the written consent of the Required LendersMajority Banks, the Administrative Agent and each Loan Party party to the relevant Loan Document Borrowers may, from time to time, (i) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders Banks or of the Loan Parties hereunder or thereunder or (ii) waiveBorrowers hereunder, and with the consent of the Majority Banks the Administrative Agent on behalf of the Banks may execute and deliver to the Borrowers a written instrument waiving, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, Agent may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided provided, however, that no such waiver and no such waiver, amendment, supplement or modification shall (Aa) forgive extend the maturity of any Loan or Reimbursement Obligation, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof, or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A)other than pursuant to subsection 10.17) or extend the scheduled date time of any payment thereof, in each case, without the written consent of with respect to any such change to any Committed Rate Loan, each Bank directly affected thereby, or increase (b) change the amount or extend the expiration date of any LenderBank’s Revolving Commitment or Term Commitmentthe terms of its obligation to make Loans hereunder (other than in accordance with subsection 2.20), or amend, modify or waive the pro rata treatment and payment provisions of subsection 2.12(b), or amend, modify or waive any provision of this subsection 10.1 or reduce the percentage specified in the definition of Majority Banks or Required Banks, or consent to the assignment or transfer by either Borrower of any of its rights and obligations under this Agreement, in each case without the written consent of each Lender directly affected thereby (it being agreed that an increase in (x) the Total Revolving Commitments and (y) the aggregate principal amount of the Term Commitments and Term Loans shall also require the consent of the Required Lenders); (B) eliminate or reduce the voting rights of any Lender under this Section 10.1 without the written consent of such Lender; (C) reduce any percentage specified in the definition of Required LendersBank, consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral, contractually subordinate the Obligations or the Administrative Agent’s Lien on all or substantially all of the Collateral or release or subordinate all or substantially all of the value of the guarantees provided by the Guarantors under the Guarantee and Collateral Agreement, in each case without the written consent of all Lenders; (D) (i) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Revolving Lenders without the written consent of each Revolving Lender or (ii) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of each Term Lender and/or, as applicable, each L/C Lender; (E) reduce the percentage specified in the definition of Majority Revolving Lenders without the consent of all Revolving Lenders or reduce the percentage specified in the definition of Majority Term Lenders without the written consent of all Term Lenders; (Fc) amend, modify or waive any provision of Section 9 without the written consent of the then Administrative AgentAgent and, if applicable, any other Agent affected by such amendment, modification or waiver, or (d) extend the Termination Date with respect to any Bank without the written consent of such Bank; provided, further, however, that no such waiver, amendment, supplement or modification shall waive, amend, supplement or otherwise modify subsections 2.16 without the written consent of the Required Banks, or (G) [reserved]; (He) amend, modify or waive any provision of Section 3 without the written consent of the Issuing Lender; subsections 2.23 and 2.26 (I) [reserved]; (J) amendand related defined terms), modify or waive any provision of Section 10.6(b)(v) to permit assignments to a Loan Party or any Affiliates other provision which affects the rights or Subsidiary thereof duties of an Issuing Bank under this Agreement, without the written consent of each Lender; Issuing Bank, or (Kf) (i) amend so long as any Luxembourg Obligations remain outstanding or modify the application of prepayments set forth in Section 2.12(g) or the application of payments set forth in Section 8.3 JD Luxembourg is a party to this Agreement, release Capital Corporation from its guarantee obligations under subsection 2.27 without the written consent of all Lenderseach Bank; and provided, or (iifurther, that notwithstanding the foregoing, the Administrative Agent may act pursuant to subsection 2.11(b) subject to any applicable agreement among establish, in conjunction with the LendersBorrowers, amend or modify the application an alternate rate of payments provisions set forth in Section 8.3 in a manner that adversely affects the Issuing Lender, provider of Bank Services or any Qualified Counterparty, as applicable, without the written consent of the Issuing Lender, Bank Services Provider or each such Qualified Counterparty, as applicableinterest. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders Banks and shall be binding upon the Loan PartiesBorrowers, the Lenders, Banks and the Administrative Agent, the Issuing Lender, Bank Services Provider, each Qualified Counterparty, and all future holders of the LoansAgents. In the case of any waiver, the Loan PartiesBorrowers, the Lenders Banks and the Administrative Agent Agents shall be restored to their former position and rights hereunder and under the other Loan Documentshereunder, and any Default or Event of Default waived shall be deemed to be cured during the period such waiver is effectiveand not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding Anything contained in the foregoingforegoing to the contrary notwithstanding, the Issuing Lender relevant Borrower and the relevant Bank with respect to a Negotiated Rate Loan may, from time to time, enter into amendments, supplements or modifications for the purpose of adding any provisions to such Negotiated Rate Loans or changing in any manner the rights of such Bank and such Borrower thereunder and such Bank may amend waive any of the L/C-Related Documents without the consent requirements of such Negotiated Rate Loan; provided, however, that such Borrower and such Bank shall notify the Administrative Agent or in writing of any other Lender. 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 extension of the applicable Lenders other than Defaulting Lenders), except that (x) the Revolving Commitment of any Defaulting Lender may not be increased or extended without the consent maturity of such Lender Negotiated Rate Loan or reduction of the principal amount thereof; provided, further, that such Borrower and (y) any waiver, amendment or modification requiring such Bank shall not extend 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 maturity of such Defaulting Lender.
(b) Notwithstanding anything to Negotiated Rate Loan beyond the contrary contained in Section 10.1(a) above, in the event that Borrower or any other Loan Party, as applicable, requests that this Agreement or any last day of the other Loan Documents, as applicable, be amended or otherwise modified in a manner which would require the consent of all of the Lenders and such amendment or other modification is agreed to by Borrower and/or such other Loan Party, as applicable, the Required Lenders and the Administrative Agent, then, with the consent of Borrower and/or such other Loan Party, as applicable, the Administrative Agent and the Required Lenders, this Agreement or such other Loan Document, as applicable, may be amended without the consent of the Lender or Lenders who are unwilling to agree to such amendment or other modification (each, a “Minority Lender”), to provide for:
(i) the termination of the Commitments of each such Minority Lender;
(ii) the assumption of the Loans and Commitments of each such Minority Lender by one or more Replacement Lenders pursuant to the provisions of Section 2.23; and
(iii) the payment of all interest, fees and other obligations payable or accrued in favor of each Minority Lender and such other modifications to this Agreement or to such Loan Documents as Borrower, the Administrative Agent and the Required Lenders may determine to be appropriate in connection therewithCommitment Period.
(c) Notwithstanding any provision herein to the contrary, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings, and Borrower, (i) to add one or more additional credit or term loan facilities to this Agreement and to permit all such additional extensions of credit and all related obligations and liabilities arising in connection therewith and from time to time outstanding thereunder to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders and Majority Revolving Lenders or Majority Term Lenders, as applicable; provided that such amendments (or amendments and restatements) shall in all other respects comply with the provisions of Section 10.1(a) above.
(d) Notwithstanding any provision herein to the contrary, any Bank Services Agreement may be amended or otherwise modified by the parties thereto in accordance with the terms thereof without the consent of the Administrative Agent or any Lender.
(e) Notwithstanding any provision herein or in any Loan Document to the contrary, no amendment, supplement, modification, consent or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations or security provided for hereunder or any Loan Document arising under Specified Swap Agreements or Bank Services resulting in such Obligations being junior in right of payment to principal on the Loans or resulting in the Obligations owing to any Qualified Counterparty or provider of Bank Services becoming unsecured (other than releases of Liens permitted in accordance with Section 10.16), in each case in a manner adverse to any Qualified Counterparty or provider of Bank Services, as applicable, shall be effective without the written consent of such Qualified Counterparty or provider of Bank Services, as applicable.
(f) Notwithstanding any other provision herein to the contrary, no consent of any Lender (or other Secured Party other than the Administrative Agent) shall be required to effectuate any amendment to implement any Incremental Term Facility permitted by Section 2.27.
Appears in 2 contracts
Samples: Credit Agreement (Deere John Capital Corp), Credit Agreement (Deere & Co)
1Amendments and Waivers. Subject to subsection 2.11(b) and (a) Neither this Agreement, nor any other Loan Document (other than any L/C-Related Document and the Fee Letterc), nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1. The Required Lenders subsection 10.1(c) below and each Loan Party party to the relevant Loan Document may, orsubsection 10.17 below, with the written consent of the Required LendersMajority Banks, the Administrative Agent and each Loan Party party to the relevant Loan Document Borrowers may, from time to time, (i) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders Banks or of the Loan Parties hereunder or thereunder or (ii) waiveBorrowers hereunder, and with the consent of the Majority Banks the Administrative Agent on behalf of the Banks may execute and deliver to the Borrowers a written instrument waiving, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, Agent may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided provided, however, that no such waiver and no such waiver, amendment, supplement or modification shall (Aa) forgive the principal amount or extend the final scheduled date of maturity of any Loan, or reduce the rate or extend the scheduled date time of any amortization payment in respect of any Term Loaninterest thereon, or reduce the stated principal amount thereof, or reduce the rate of any interest or fee payable hereunder (except that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A)other than pursuant to subsection 10.17) or extend the scheduled date time of any payment thereof, in each case, without the written consent of with respect to any such change to any Committed Rate Loan, each Bank directly affected thereby, or increase (b) change the amount or extend the expiration date of any LenderBank’s Revolving Commitment or Term Commitmentthe terms of its obligation to make Loans hereunder (other than in accordance with subsection 2.20), or amend, modify or waive the pro rata treatment and payment provisions of subsection 2.12(b), or amend, modify or waive any provision of this subsection 10.1, or reduce the percentage specified in the definition of Majority Banks or Required Banks, or consent to the assignment or transfer by either Borrower of any of its rights and obligations under this Agreement, in each case without the written consent of each Lender directly affected thereby (it being agreed that an increase in (x) the Total Revolving Commitments and (y) the aggregate principal amount of the Term Commitments and Term Loans shall also require the consent of the Required Lenders); (B) eliminate or reduce the voting rights of any Lender under this Section 10.1 without the written consent of such Lender; (C) reduce any percentage specified in the definition of Required LendersBank, consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral, contractually subordinate the Obligations or the Administrative Agent’s Lien on all or substantially all of the Collateral or release or subordinate all or substantially all of the value of the guarantees provided by the Guarantors under the Guarantee and Collateral Agreement, in each case without the written consent of all Lenders; (D) (i) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Revolving Lenders without the written consent of each Revolving Lender or (ii) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of each Term Lender and/or, as applicable, each L/C Lender; (E) reduce the percentage specified in the definition of Majority Revolving Lenders without the consent of all Revolving Lenders or reduce the percentage specified in the definition of Majority Term Lenders without the written consent of all Term Lenders; (Fc) amend, modify or waive any provision of Section 9 without the written consent of the then Administrative AgentAgent and, if applicable, any other Agent affected by such amendment, modification or waiver, or (d) extend the Termination Date with respect to any Bank without the written consent of such Bank; (G) [reserved]; (H) provided, further, however, that no such waiver, amendment, supplement or modification shall waive, amend, supplement or otherwise modify or waive any provision of Section 3 subsections 2.16 without the written consent of the Issuing Lender; Required Banks, or (Ie) [reserved]; (J) amendso long as any Luxembourg Obligations remain outstanding or JD Luxembourg is a party to this Agreement, modify or waive any provision of Section 10.6(b)(v) to permit assignments to a Loan Party or any Affiliates or Subsidiary thereof release Capital Corporation from its guarantee obligations under subsection 2.27 without the written consent of each LenderBank; or (Kand provided, further, that notwithstanding the foregoing, the Administrative Agent may act pursuant to subsection 2.11(b) (i) amend or modify to establish, in conjunction with the application Borrowers, an alternate rate of prepayments set forth in Section 2.12(g) or the application of payments set forth in Section 8.3 without the written consent of all Lenders, or (ii) subject to any applicable agreement among the Lenders, amend or modify the application of payments provisions set forth in Section 8.3 in a manner that adversely affects the Issuing Lender, provider of Bank Services or any Qualified Counterparty, as applicable, without the written consent of the Issuing Lender, Bank Services Provider or each such Qualified Counterparty, as applicableinterest. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders Banks and shall be binding upon the Loan PartiesBorrowers, the Lenders, Banks and the Administrative Agent, the Issuing Lender, Bank Services Provider, each Qualified Counterparty, and all future holders of the LoansAgents. In the case of any waiver, the Loan PartiesBorrowers, the Lenders Banks and the Administrative Agent Agents shall be restored to their former position and rights hereunder and under the other Loan Documentshereunder, and any Default or Event of Default waived shall be deemed to be cured during the period such waiver is effectiveand not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding Anything contained in the foregoingforegoing to the contrary notwithstanding, the Issuing Lender relevant Borrower and the relevant Bank with respect to a Negotiated Rate Loan may, from time to time, enter into amendments, supplements or modifications for the purpose of adding any provisions to such Negotiated Rate Loans or changing in any manner the rights of such Bank and such Borrower thereunder and such Bank may amend waive any of the L/C-Related Documents without the consent requirements of such Negotiated Rate Loan; provided, however, that such Borrower and such Bank shall notify the Administrative Agent or in writing of any other Lender. 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 extension of the applicable Lenders other than Defaulting Lenders), except that (x) the Revolving Commitment of any Defaulting Lender may not be increased or extended without the consent maturity of such Lender Negotiated Rate Loan or reduction of the principal amount thereof; provided, further, that such Borrower and (y) any waiver, amendment or modification requiring such Bank shall not extend 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 maturity of such Defaulting Lender.
(b) Notwithstanding anything to Negotiated Rate Loan beyond the contrary contained in Section 10.1(a) above, in the event that Borrower or any other Loan Party, as applicable, requests that this Agreement or any last day of the other Loan Documents, as applicable, be amended or otherwise modified in a manner which would require the consent of all of the Lenders and such amendment or other modification is agreed to by Borrower and/or such other Loan Party, as applicable, the Required Lenders and the Administrative Agent, then, with the consent of Borrower and/or such other Loan Party, as applicable, the Administrative Agent and the Required Lenders, this Agreement or such other Loan Document, as applicable, may be amended without the consent of the Lender or Lenders who are unwilling to agree to such amendment or other modification (each, a “Minority Lender”), to provide for:
(i) the termination of the Commitments of each such Minority Lender;
(ii) the assumption of the Loans and Commitments of each such Minority Lender by one or more Replacement Lenders pursuant to the provisions of Section 2.23; and
(iii) the payment of all interest, fees and other obligations payable or accrued in favor of each Minority Lender and such other modifications to this Agreement or to such Loan Documents as Borrower, the Administrative Agent and the Required Lenders may determine to be appropriate in connection therewithCommitment Period.
(c) Notwithstanding any provision herein to the contrary, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings, and Borrower, (i) to add one or more additional credit or term loan facilities to this Agreement and to permit all such additional extensions of credit and all related obligations and liabilities arising in connection therewith and from time to time outstanding thereunder to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders and Majority Revolving Lenders or Majority Term Lenders, as applicable; provided that such amendments (or amendments and restatements) shall in all other respects comply with the provisions of Section 10.1(a) above.
(d) Notwithstanding any provision herein to the contrary, any Bank Services Agreement may be amended or otherwise modified by the parties thereto in accordance with the terms thereof without the consent of the Administrative Agent or any Lender.
(e) Notwithstanding any provision herein or in any Loan Document to the contrary, no amendment, supplement, modification, consent or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations or security provided for hereunder or any Loan Document arising under Specified Swap Agreements or Bank Services resulting in such Obligations being junior in right of payment to principal on the Loans or resulting in the Obligations owing to any Qualified Counterparty or provider of Bank Services becoming unsecured (other than releases of Liens permitted in accordance with Section 10.16), in each case in a manner adverse to any Qualified Counterparty or provider of Bank Services, as applicable, shall be effective without the written consent of such Qualified Counterparty or provider of Bank Services, as applicable.
(f) Notwithstanding any other provision herein to the contrary, no consent of any Lender (or other Secured Party other than the Administrative Agent) shall be required to effectuate any amendment to implement any Incremental Term Facility permitted by Section 2.27.
Appears in 2 contracts
Samples: Credit Agreement (Deere & Co), Credit Agreement (Deere John Capital Corp)
1Amendments and Waivers. (a) Neither this Agreement, nor any other Loan Document (other than any L/C-C Related Document and the Fee LetterDocument), nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1. The Required Lenders and each Loan Party party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (i) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided that no such waiver and no such amendment, supplement or modification shall (A) forgive the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except that any no amendment or modification of defined terms used in the financial covenants in this Agreement or waiver of any Default or Event of Default or the right to receive interest at the Default Rate shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A)) or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Revolving Commitment or Term Commitment, in each case case, without the written consent of each Lender directly affected thereby (it being agreed except that no waiver of any Overadvance repayment shall be considered such an increase in (x) the Total Revolving Commitments and (y) the aggregate principal amount of the Term Commitments and Term Loans shall also require the consent of the Required Lendersextension); (B) eliminate or reduce the voting rights of any Lender under this Section 10.1 without the written consent of such Lender; (C) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral, contractually subordinate the Obligations or the Administrative Agent’s Lien on all or substantially all of the Collateral or release or subordinate all or substantially all of the value of the guarantees provided by (taken as a whole) of the Guarantors from their obligations under the Guarantee and Collateral Agreement, in each case without the written consent of all Lenders; (D) (i) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Revolving Lenders without the written consent of each Revolving Lender or (ii) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of each Term Lender and/or, as applicable, each L/C Lender; (E) reduce the percentage specified in the definition of Majority Revolving Lenders without the consent of all Revolving Lenders or reduce the percentage specified in the definition of Majority Term Lenders without the written consent of all Term Lenders[reserved]; (F) amend, modify or waive any provision of Section 9 without the written consent of the Administrative Agent; (G) [reserved]amend, modify or waive any provision of Section 2.6 or 2.7 without the written consent of the Swingline Lender; (H) amend, modify or waive any provision of Section 3 without the written consent of the Administrative Agent, the Issuing Lender; (I) [reserved]; (J) amend, modify or waive any provision of Section 10.6(b)(v) to permit assignments to a Loan Party or any Affiliates or Subsidiary thereof without the written consent of Lender and each Lender; or (KI) (i) amend or modify the application of prepayments payments set forth in Section 2.12(g8.3 in a manner that adversely affects Revolving Lenders without the written consent of each affected Revolving Lender, (ii) amend or modify the application of payments set forth in Section 8.3 in a manner that adversely affects L/C Lenders without the written consent of all the L/C Lenders, or (iiiii) subject to any applicable agreement among the Lenders, amend or modify the application of payments provisions set forth in Section 8.3 in a manner that adversely affects the Issuing Lender, provider of any Cash Management Bank Services or any Qualified Counterparty, as applicable, without the written consent of the Issuing Lender, such Cash Management Bank Services Provider or each any such Qualified Counterparty, as applicable. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent, the Issuing Lender, Bank Services Providereach Cash Management Bank, each Qualified Counterparty, and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured during the period such waiver is effective; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding the foregoing, the Issuing Lender and Borrower may amend any of the L/C-Related Documents without the consent of the Administrative Agent or any other Lender and the Issuing Lender, Administrative Agent and the Borrower may make customary technical amendments if any Letter of Credit shall be issued hereunder in a currency other than U.S. Dollars. 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) the Revolving Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) 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.
(b) Notwithstanding anything to the contrary contained in Section 10.1(a) above, in the event that the Borrower or any other Loan Party, as applicable, requests that this Agreement or any of the other Loan Documents, as applicable, Documents be amended or otherwise modified in a manner which would require the consent of all of the Lenders and such amendment or other modification is agreed to by Borrower and/or such other Loan Party, as applicablethe Borrower, the Required Lenders and the Administrative Agent, then, with the consent of Borrower and/or such other Loan Party, as applicablethe Borrower, the Administrative Agent and the Required Lenders, this Agreement or such other Loan Document, as applicable, Document may be amended without the consent of the Lender or Lenders who are unwilling to agree to such amendment or other modification (each, a “Minority Lender”), to provide for:
(i) the termination of the Commitments Commitment of each such Minority Lender;
(ii) the assumption of the Loans and Commitments Commitment of each such Minority Lender by one or more Replacement Lenders pursuant to the provisions of Section 2.23; and and
(iii) the payment of all interest, fees and other obligations payable or accrued in favor of each Minority Lender and such other modifications to this Agreement or to such Loan Documents as the Borrower, the Administrative Agent and the Required Lenders may determine to be appropriate in connection therewith..
(c) Notwithstanding any provision herein to the contrary, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings, and the Borrower, (i) to add one or more additional credit or term loan facilities to this Agreement and to permit all such additional extensions of credit and all related obligations and liabilities arising in connection therewith and from time to time outstanding thereunder to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders and Majority Revolving Lenders or Majority Term Lenders, as applicable; provided that such amendments (or amendments and restatements) shall in all other respects comply with the provisions of Section 10.1(a) above.
(d) Notwithstanding any provision herein to the contrary, any Bank Services Cash Management Agreement may be amended or otherwise modified by the parties thereto in accordance with the terms thereof without the consent of the Administrative Agent or any Lender.
(e) Notwithstanding any provision herein or in any other Loan Document to the contrary, no amendment, supplement, modification, consent Cash Management Bank and no Qualified Counterparty shall have any voting or waiver approval rights hereunder (or be deemed a Lender) solely by virtue of this Agreement its status as the provider or any Loan Document altering the ratable treatment holder of Obligations Cash Management Services or security provided for hereunder or any Loan Document arising under Specified Swap Agreements or Bank Services resulting in such Obligations being junior in right of payment to principal on the Loans or resulting in the Obligations owing to thereunder, nor shall the consent of any such Cash Management Bank or Qualified Counterparty or provider of Bank Services becoming unsecured (other than releases of Liens permitted in accordance with Section 10.16), in each case in a manner adverse to any Qualified Counterparty or provider of Bank ServicesCounterparty, as applicable, shall be effective without required for any matter, other than in their capacities as Lenders, to the written consent of such Qualified Counterparty or provider of Bank Services, as extent applicable.
(f) Notwithstanding any other provision herein to the contrary, no consent of any Lender (or other Secured Party other than the Administrative Agent) shall be required to effectuate any amendment to implement any Incremental Term Facility Increase permitted by Section 2.27. .
(g) The Administrative Agent may, with the consent of the Loan Parties only, amend, modify or supplement this Agreement or any of the Loan Documents to cure any omission, mistake or defect.
Appears in 1 contract
1Amendments and Waivers. (a) Neither Except as set forth in Section 2.14, no amendment, waiver or other modification of any provision of this Agreement, nor Agreement or any other Loan Document (other than any L/C-Related Document and Bank Product Agreements or the Fee Letter), nor and no consent with respect to any terms hereof departure by any Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or thereof may by Agent at the written request of the Required Lenders) and the Loan Parties that are party thereto and then any such waiver or consent shall be amendedeffective, supplemented but only in the specific instance and for the specific purpose for which given; provided, however, that no such waiver, amendment, or modified consent shall, unless in writing and signed by all of the Lenders directly affected thereby and all of the Loan Parties that are party thereto, do any of the following:
(i) increase the amount of or extend the expiration date of any Commitment of any Lender or amend, modify, or eliminate the last sentence of Section 2.4(c)(i),
(ii) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document,
(iii) reduce the principal of, or the rate of interest on, any loan or other extension of credit hereunder, or reduce any fees or other amounts payable hereunder or under any other Loan Document (except (y) in accordance connection with the provisions waiver of this applicability of Section 10.1. The Required Lenders and each Loan Party party to the relevant Loan Document may, or, 2.6(c) (which waiver shall be effective with the written consent of the Required Lenders), the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (iz) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided that no such waiver and no such amendment, supplement or modification shall (A) forgive the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or a reduction of fees for purposes of this clause (Aiii)),
(iv) or extend the scheduled date of any payment thereofamend, modify, or increase the amount eliminate this Section or extend the expiration date any provision of this Agreement providing for consent or other action by all Lenders,
(v) other than as permitted by Section 15.11, release Agent’s Lien in and to any Lender’s Revolving Commitment or Term Commitment, in each case without the written consent of each Lender directly affected thereby (it being agreed that an increase in (x) the Total Revolving Commitments and (y) the aggregate principal amount of the Term Commitments and Term Loans shall also require the consent of the Required Lenders); Collateral,
(Bvi) amend, modify, or eliminate or reduce the voting rights of any Lender under this Section 10.1 without the written consent of such Lender; (C) reduce any percentage specified in the definition of “Required Lenders” or “Pro Rata Share”,
(vii) except as contemplated by the Intercreditor Agreement, contractually subordinate any of Agent’s Liens,
(viii) other than in connection with a merger, liquidation, dissolution or sale of such Person expressly permitted by the terms hereof or the other Loan Documents, release any Borrower or any Guarantor from any obligation for the payment of money or consent to the assignment or transfer by any Borrower or any Guarantor of any of its rights and obligations or duties under this Agreement and or the other Loan Documents, release all or substantially all of the Collateral, contractually subordinate the Obligations or the Administrative Agent’s Lien on all or substantially all of the Collateral or release or subordinate all or substantially all of the value of the guarantees provided by the Guarantors under the Guarantee and Collateral Agreement, in each case without the written consent of all Lenders; ,
(D) (iix) amend, modify modify, or waive eliminate any of the pro rata requirements provisions of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Revolving Lenders without the written consent of each Revolving Lender 2.4(b)(i) or (ii),
(x) amend, modify modify, or waive eliminate any of the pro rata requirements provisions of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of each Term Lender and/or, as applicable, each L/C Lender; (E) reduce the percentage specified in the definition of Majority Revolving Lenders without the consent of all Revolving Lenders or reduce the percentage specified in the definition of Majority Term Lenders without the written consent of all Term Lenders; (F) amend, modify or waive any provision of Section 9 without the written consent of the Administrative Agent; (G) [reserved]; (H) amend, modify or waive any provision of Section 3 without the written consent of the Issuing Lender; (I) [reserved]; (J) amend, modify or waive any provision of Section 10.6(b)(v13.1(a) to permit assignments to a Loan Party or an Affiliate of a Loan Party to be permitted to become an Assignee, or
(xi) amend, modify, or eliminate the definition of Borrowing Base or any Affiliates of the defined terms (including the definitions of Eligible Accounts and Eligible Vehicles) that are used in such definition to the extent that any such change results in more credit being made available to Borrowers based upon the Borrowing Base Amount, but not otherwise, or, except as contemplated by Section 2.14, the definition of Maximum Revolver Amount, or Subsidiary thereof without the written change Section 2.1(c).
(b) No amendment, waiver, modification, elimination, or consent of each Lender; shall amend, modify, or (K) waive (i) amend or modify the application of prepayments set forth in Section 2.12(g) or the application of payments set forth in Section 8.3 without the written consent of all Lendersdefinition of, or (ii) subject to any applicable agreement among of the Lendersterms or provisions of, amend or modify the application of payments provisions set forth in Section 8.3 in a manner that adversely affects the Issuing Lender, provider of Bank Services or any Qualified Counterparty, as applicableFee Letter, without the written consent of Agent and Borrowers (and shall not require the Issuing Lender, Bank Services Provider or each such Qualified Counterparty, as applicable. Any such waiver and written consent of any such amendment, supplement or modification shall apply equally to each of the Lenders Lenders), and shall be binding upon the Loan Parties, the Lenders, the Administrative (ii) any provision of Section 15 pertaining to Agent, the Issuing Lender, Bank Services Provider, each Qualified Counterparty, and all future holders or any other rights or duties of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under this Agreement or the other Loan Documents, without the written consent of Agent, Borrowers, and any Default or Event of Default waived shall be deemed to be cured during the period such waiver is effective; but no such waiver shall extend to any subsequent or other Default or Event of DefaultRequired Lenders,
(c) No amendment, waiver, modification, elimination, or impair consent shall amend, modify, or waive any right consequent thereon. Notwithstanding provision of this Agreement or the foregoingother Loan Documents pertaining to Issuing Lender, the Issuing Lender and Borrower may amend any of the L/C-Related Documents without the consent of the Administrative Agent or any other Lender. Notwithstanding anything to the contrary herein, no Defaulting rights or duties of Issuing 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) the Revolving Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) 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.
(b) Notwithstanding anything to the contrary contained in Section 10.1(a) above, in the event that Borrower or any other Loan Party, as applicable, requests that under this Agreement or any of the other Loan Documents, as applicable, be amended or otherwise modified in a manner which would require without the written consent of all of the Lenders and such amendment or other modification is agreed to by Borrower and/or such other Loan PartyIssuing Lender, as applicable, the Required Lenders and the Administrative Agent, thenBorrowers, with the consent of Borrower and/or such other Loan Party, as applicable, the Administrative Agent and the Required Lenders,
(d) No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or such the other Loan DocumentDocuments pertaining to Swing Lender, as applicable, may be amended without the consent or any other rights or duties of the Swing Lender or Lenders who are unwilling to agree to such amendment or other modification (each, a “Minority Lender”), to provide for:
(i) the termination of the Commitments of each such Minority Lender;
(ii) the assumption of the Loans and Commitments of each such Minority Lender by one or more Replacement Lenders pursuant to the provisions of Section 2.23; and
(iii) the payment of all interest, fees and other obligations payable or accrued in favor of each Minority Lender and such other modifications to under this Agreement or to such the other Loan Documents as BorrowerDocuments, the Administrative Agent and the Required Lenders may determine to be appropriate in connection therewith.
(c) Notwithstanding any provision herein to the contrary, this Agreement may be amended (or amended and restated) with without the written consent of Swing Lender, Agent, Borrowers, and the Required Lenders, ,
(e) Anything in this Section 14.1 to the Administrative Agent, Holdings, and Borrowercontrary notwithstanding, (i) to add one any amendment, modification, elimination, waiver, consent, termination, or more additional credit release of, or term loan facilities to this Agreement and to permit all such additional extensions of credit and all related obligations and liabilities arising in connection therewith and from time to time outstanding thereunder to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits with respect to, any provision of this Agreement and the or any other Loan Documents with Document that relates only to the obligations and liabilities from time to time outstanding in respect relationship of the existing facilities hereunderLender Group among themselves, and that does not affect the rights or obligations of any Borrower, shall not require consent by or the agreement of any Loan Party, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders and Majority Revolving Lenders or Majority Term Lenders, as applicable; provided that such amendments (or amendments and restatements) shall in all other respects comply with the provisions of Section 10.1(a) above.
(d) Notwithstanding any provision herein to the contrary, any Bank Services Agreement may be amended or otherwise modified by the parties thereto in accordance with the terms thereof without the consent of the Administrative Agent or any Lender.
(e) Notwithstanding any provision herein or in any Loan Document to the contrary, no amendment, supplementwaiver, modification, elimination, or consent of or waiver with respect to any provision of this Agreement or any other Loan Document altering the ratable treatment of Obligations or security provided for hereunder or any Loan Document arising under Specified Swap Agreements or Bank Services resulting in such Obligations being junior in right of payment to principal on the Loans or resulting in the Obligations owing to any Qualified Counterparty or provider of Bank Services becoming unsecured (other than releases of Liens permitted in accordance with Section 10.16), in each case in a manner adverse to any Qualified Counterparty or provider of Bank Services, as applicable, shall may be effective entered into without the written consent of such Qualified Counterparty of, or provider of Bank Servicesover the objection of, as applicableany Defaulting Lender.
(f) Notwithstanding any other provision herein to the contrary, no consent of any Lender (or other Secured Party other than the Administrative Agent) shall be required to effectuate any amendment to implement any Incremental Term Facility permitted by Section 2.27.
Appears in 1 contract
1Amendments and Waivers. (a) Neither Except as set forth in Section 2.18, neither this Agreement, nor any other Loan Document (other than any L/C-Related Document and the Fee Letter)Document, nor any terms hereof or thereof may be amended, waived, supplemented or modified except in accordance with the provisions of this Section 10.1. The Required Lenders and each Loan Party party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (ia) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (iib) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided provided, however, that no such waiver and no such amendment, supplement or modification shall shall, (Ai) increase any Lender’s Revolving Commitment, forgive the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except (x) in connection with the waiver of applicability of any post-default increase in interest rates (which waiver shall be effective with the consent of the Required Lenders) and (y) that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (Ai)) or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Revolving Commitment or Term Commitment, in each case without the written consent of each Lender directly affected thereby (it being agreed that an increase in (x) the Total Revolving Commitments and (y) the aggregate principal amount of the Term Commitments and Term Loans shall also require the consent of the Required Lenders)thereby; (Bii) eliminate or reduce the voting rights of any Lender under this Section 10.1 without the written consent of such Lender; (Ciii) reduce any percentage specified in in, or otherwise change, the definition of Required Lenders, consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral, contractually subordinate release the Borrower from its obligations under the Security Agreement, subordinate, or have the effect of subordinating, the Obligations hereunder to any other Indebtedness for borrowed money or subordinate, or have the effect of subordinating, the Liens securing the Obligations to Liens securing any other Indebtedness for borrowed money (provided that this clause (iii) shall not prohibit the Administrative Agent’s , in its sole discretion, from subordinating its Lien on all a specific piece of property to a purchase money security interest or substantially all of the Collateral or release or subordinate all or substantially all of the value of the guarantees provided by the Guarantors under the Guarantee and Collateral Agreementcapital lease in such property that is permitted hereunder), in each case without the written consent of all directly and adversely affected Lenders; (D) (iiv) amend, modify or waive the pro rata requirements any provision of Section 2.18 (A) Sections 2.12(a)-(c) (or any other provision of section relating to the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Revolving Lenders Lenders) without the written consent of each Revolving directly and adversely affected Lender or (iiB) amend, modify or waive the pro rata requirements other portions of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Term Lenders or the L/C Lenders 2.12 without the written consent of each Term Lender and/or, as applicable, each L/C Lender; (E) reduce the percentage specified in the definition of Majority Revolving Lenders without the consent of all Revolving Lenders or reduce the percentage specified in the definition of Majority Term Lenders without the written consent of all Term Required Lenders; (Fv) amend, modify or waive any provision of Section 9 or any other provision of any Loan Document that affects the Administrative Agent without the written consent of the Administrative Agent; Agent or (G) [reserved]; (Hvi) amend, modify or waive any provision of Section 3 any Loan Document that directly and adversely affects the Swing Line Lender without the written consent of the Issuing Swing Line Lender; (I) [reserved]; (J) amend, modify or waive any provision of Section 10.6(b)(v) to permit assignments to a Loan Party or any Affiliates or Subsidiary thereof without the written consent of each Lender; or (K) (i) amend or modify the application of prepayments set forth in Section 2.12(g) or the application of payments set forth in Section 8.3 without the written consent of all Lenders, or (ii) subject to any applicable agreement among the Lenders, amend or modify the application of payments provisions set forth in Section 8.3 in a manner that adversely affects the Issuing Lender, provider of Bank Services or any Qualified Counterparty, as applicable, without the written consent of the Issuing Lender, Bank Services Provider or each such Qualified Counterparty, as applicable. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent, the Issuing Lender, Bank Services Provider, each Qualified Counterparty, Agent and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured during the period such waiver is effectiveand not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding 80 Furthermore, notwithstanding the foregoing, the Issuing Lender and Borrower may amend any of the L/C-Related Documents without the consent of : (a) the Administrative Agent or any other Lender. Notwithstanding anything to the contrary hereinAgent, 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)Borrower, except that (x) the Revolving Commitment of may amend, modify or supplement any Defaulting Lender may not be increased or extended Loan Document without the consent of such any Lender and (y) or the Required Lenders in order to correct, amend or cure any waiverambiguity, amendment inconsistency or modification requiring the consent of all Lenders defect or each affected Lender that by its terms affects correct any Defaulting Lender disproportionately adversely relative to typographical error or other affected Lenders shall require the consent of such Defaulting Lender.
manifest error in any Loan Document, (b) Notwithstanding anything no consent with respect to the contrary contained in Section 10.1(a) aboveany amendment, in the event that Borrower modification, waiver or supplement of this Agreement or any other Loan PartyDocument shall be required of any Defaulting Lender, except as applicableprovided in Section 2.19 and (c) in the case of any amendment, requests that modification, waiver or supplement referred to in the proviso of the first paragraph of this Section 10.1, no consent with respect to any amendment, modification, waiver or supplement of this Agreement or any other Loan Document shall be required of any Lender that receives payment in full of the principal of and interest accrued on each Loan made by such Lender, and all other Loan Documents, as applicable, be amended or otherwise modified in a manner which would require the consent of all of the Lenders and such amendment or other modification is agreed amounts owing to by Borrower and/or such other Loan Party, as applicable, the Required Lenders and the Administrative Agent, then, with the consent of Borrower and/or such other Loan Party, as applicable, the Administrative Agent and the Required Lenders, this Agreement or such other Loan Document, as applicable, may be amended without the consent of the Lender or Lenders who are unwilling to agree to such amendment or other modification (each, a “Minority Lender”), to provide for:
(i) the termination of the Commitments of each such Minority Lender;
(ii) the assumption of the Loans and Commitments of each such Minority Lender by one or more Replacement Lenders pursuant to the provisions of Section 2.23; and
(iii) the payment of all interest, fees and other obligations payable or accrued in favor for the account of each Minority such Lender and such other modifications to this Agreement or to such Loan Documents as Borrower, the Administrative Agent and the Required Lenders may determine to be appropriate in connection therewith.
(c) Notwithstanding any provision herein to the contrary, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings, and Borrower, (i) to add one or more additional credit or term loan facilities to this Agreement and to permit all such additional extensions of credit and all related obligations and liabilities arising in connection therewith and from time to time outstanding thereunder to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of under this Agreement and the other Loan Documents with Documents, at the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders and Majority Revolving Lenders or Majority Term Lenders, as applicable; provided that such amendments (or amendments and restatements) shall in all other respects comply with the provisions of Section 10.1(a) above.
(d) Notwithstanding any provision herein to the contrary, any Bank Services Agreement may be amended or otherwise modified by the parties thereto in accordance with the terms thereof without the consent of the Administrative Agent or any Lender.
(e) Notwithstanding any provision herein or in any Loan Document to the contrary, no amendment, supplement, modification, consent waiver or waiver of this Agreement or any Loan Document altering supplement becomes effective and whose Revolving Commitments terminate by the ratable treatment of Obligations or security provided for hereunder or any Loan Document arising under Specified Swap Agreements or Bank Services resulting in such Obligations being junior in right of payment to principal on terms and upon the Loans or resulting in the Obligations owing to any Qualified Counterparty or provider of Bank Services becoming unsecured (other than releases of Liens permitted in accordance with Section 10.16), in each case in a manner adverse to any Qualified Counterparty or provider of Bank Services, as applicable, shall be effective without the written consent effectiveness of such Qualified Counterparty amendment, modification, waiver or provider of Bank Services, as applicablesupplement.
(f) Notwithstanding any other provision herein to the contrary, no consent of any Lender (or other Secured Party other than the Administrative Agent) shall be required to effectuate any amendment to implement any Incremental Term Facility permitted by Section 2.27.
Appears in 1 contract
1Amendments and Waivers. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent with respect to any departure by the Borrower or any applicable Subsidiary therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or by the Agent at the written request of the Required Lenders) and the Borrower and acknowledged by the Agent, and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such waiver, amendment, or consent shall, unless in writing and signed by all the Lenders and the Borrower and acknowledged by the Agent, do any of the following:
(a) Neither increase or extend the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.2);
(b) postpone or delay any date fixed by this Agreement, nor Agreement or any other Loan Document (for any payment of principal, interest, fees or other than any L/C-Related Document and the Fee Letter), nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1. The Required Lenders and each Loan Party party amounts due to the relevant Lenders (or any of them) hereunder or under any other Loan Document mayDocument;
(c) reduce the principal of, oror the rate of interest specified herein on any Loan, with or (subject to clause (ii) below) any fees or other amounts payable hereunder or under any other Loan Document;
(d) change the written consent percentage of the Required Commitments or of the aggregate unpaid principal amount of the Loans which is required for the Lenders or any of them to take any action hereunder; or NYDOCS02/1089152 42
(e) amend this Section, or Section 2.13, or any provision herein providing for consent or other action by all Lenders; and, the Administrative Agent and each Loan Party party to the relevant Loan Document mayprovided further, from time to time, that (i) enter into written amendmentsno amendment, supplements waiver or modifications hereto consent shall, unless in writing and signed by the Agent in addition to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Lenders or all the Administrative AgentLenders, as the case may be, may specify in such instrument, any affect the rights or duties of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided that no such waiver and no such amendment, supplement or modification shall (A) forgive the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A)) or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Revolving Commitment or Term Commitment, in each case without the written consent of each Lender directly affected thereby (it being agreed that an increase in (x) the Total Revolving Commitments and (y) the aggregate principal amount of the Term Commitments and Term Loans shall also require the consent of the Required Lenders); (B) eliminate or reduce the voting rights of any Lender under this Section 10.1 without the written consent of such Lender; (C) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by Borrower of any of its rights and obligations Agent under this Agreement and the other Loan Documents, release all or substantially all of the Collateral, contractually subordinate the Obligations or the Administrative Agent’s Lien on all or substantially all of the Collateral or release or subordinate all or substantially all of the value of the guarantees provided by the Guarantors under the Guarantee and Collateral Agreement, in each case without the written consent of all Lenders; (D) (i) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Revolving Lenders without the written consent of each Revolving Lender or (ii) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of each Term Lender and/or, as applicable, each L/C Lender; (E) reduce the percentage specified in the definition of Majority Revolving Lenders without the consent of all Revolving Lenders or reduce the percentage specified in the definition of Majority Term Lenders without the written consent of all Term Lenders; (F) amend, modify or waive any provision of Section 9 without the written consent of the Administrative Agent; (G) [reserved]; (H) amend, modify or waive any provision of Section 3 without the written consent of the Issuing Lender; (I) [reserved]; (J) amend, modify or waive any provision of Section 10.6(b)(v) to permit assignments to a Loan Party or any Affiliates or Subsidiary thereof without the written consent of each Lender; or (K) (i) amend or modify the application of prepayments set forth in Section 2.12(g) or the application of payments set forth in Section 8.3 without the written consent of all Lenders, or (ii) subject to any applicable agreement among the Lenders, amend or modify the application of payments provisions set forth in Section 8.3 in a manner that adversely affects the Issuing Lender, provider of Bank Services or any Qualified Counterparty, as applicable, without the written consent of the Issuing Lender, Bank Services Provider or each such Qualified Counterparty, as applicable. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent, the Issuing Lender, Bank Services Provider, each Qualified Counterparty, and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured during the period such waiver is effective; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding the foregoing, the Issuing Lender and Borrower may amend any of the L/C-Related Documents without the consent of the Administrative Agent or any other Lender. 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) the Revolving Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) 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.
(b) Notwithstanding anything to the contrary contained in Section 10.1(a) above, in the event that Borrower or any other Loan Party, as applicable, requests that this Agreement or any of the other Loan Documents, as applicable, be amended or otherwise modified in a manner which would require the consent of all of the Lenders and such amendment or other modification is agreed to by Borrower and/or such other Loan Party, as applicable, the Required Lenders and the Administrative Agent, then, with the consent of Borrower and/or such other Loan Party, as applicable, the Administrative Agent and the Required Lenders, this Agreement or such other Loan Document, as applicable, may be amended without the consent of the Lender or Lenders who are unwilling to agree to such amendment or other modification (each, a “Minority Lender”), to provide for:
(i) the termination of the Commitments of each such Minority Lender;
(ii) the assumption of the Loans and Commitments of each such Minority Lender by one or more Replacement Lenders pursuant to the provisions of Section 2.23; and
(iii) the payment of all interest, fees and other obligations payable or accrued in favor of each Minority Lender and such other modifications to this Agreement or to such Loan Documents as Borrower, the Administrative Agent and the Required Lenders may determine to be appropriate in connection therewith.
(c) Notwithstanding any provision herein to the contrary, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings, and Borrower, (i) to add one or more additional credit or term loan facilities to this Agreement and to permit all such additional extensions of credit and all related obligations and liabilities arising in connection therewith and from time to time outstanding thereunder to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders and Majority Revolving Lenders or Majority Term Lenders, as applicable; provided that such amendments (or amendments and restatements) shall in all other respects comply with the provisions of Section 10.1(a) above.
(d) Notwithstanding any provision herein to the contrary, any Bank Services Agreement respective Fee Letters may be amended or otherwise modified rights or privileges thereunder waived, in a writing executed by the parties thereto in accordance with the terms thereof without the consent of the Administrative Agent or any Lender.
(e) Notwithstanding any provision herein or in any Loan Document to the contrary, no amendment, supplement, modification, consent or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations or security provided for hereunder or any Loan Document arising under Specified Swap Agreements or Bank Services resulting in such Obligations being junior in right of payment to principal on the Loans or resulting in the Obligations owing to any Qualified Counterparty or provider of Bank Services becoming unsecured (other than releases of Liens permitted in accordance with Section 10.16), in each case in a manner adverse to any Qualified Counterparty or provider of Bank Services, as applicable, shall be effective without the written consent of such Qualified Counterparty or provider of Bank Services, as applicable.
(f) Notwithstanding any other provision herein to the contrary, no consent of any Lender (or other Secured Party other than the Administrative Agent) shall be required to effectuate any amendment to implement any Incremental Term Facility permitted by Section 2.27thereto.
Appears in 1 contract
1Amendments and Waivers. (a) Neither No amendment, waiver or other modification of any provision of this Agreement, nor Agreement or any other Loan Document (other than any L/C-Related Document amendment to effect an Increase contemplated by Section 2.14 and any amendment or modification to the Fee Letter), nor and no consent with respect to any terms hereof departure by Parent or thereof may any Borrower therefrom, shall be amendedeffective unless the same shall be in writing and signed by the Required Lenders (or by Agent at the written request of the Required Lenders) and the Loan Parties that are party thereto and then any such waiver or consent shall be effective, supplemented but only in the specific instance and for the specific purpose for which given; provided, that no such waiver, amendment, or modified consent shall, unless in writing and signed by all of the Lenders directly affected thereby and all of the Loan Parties that are party thereto, do any of the following:
(i) increase the amount of or extend the expiration date of any Commitment of any Lender or amend, modify, or eliminate the last sentence of Section 2.4(c)(i),
(ii) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document,
(iii) reduce the principal of, or the rate of interest on, any loan or other extension of credit hereunder, or reduce any fees or other amounts payable hereunder or under any other Loan Document (except (y) in accordance connection with the provisions waiver of this applicability of Section 10.1. The Required Lenders and each Loan Party party to the relevant Loan Document may, or, 2.6(c) (which waiver shall be effective with the written consent of the Required Lenders), the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (iz) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided that no such waiver and no such amendment, supplement or modification shall (A) forgive the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or a reduction of fees for purposes of this clause (Aiii)),
(iv) or extend the scheduled date of any payment thereofamend, modify, or increase eliminate this Section or any provision of this Agreement providing for consent or other action by all Lenders,
(v) amend, modify, or eliminate Section 3.1 or 3.2,
(vi) amend, modify, or eliminate Section 15.11,
(vii) other than as permitted by Section 15.11, release or contractually subordinate Agent’s Lien in and to any of the amount Collateral (other than to the extent such release or extend subordination is required by the expiration date of any Lender’s Revolving Commitment or Term CommitmentABL/Notes Intercreditor Agreement, in each which case without the written consent of each Lender directly affected thereby (it being agreed that an increase in (x) the Total Revolving Commitments and (y) the aggregate principal amount of the Term Commitments and Term Loans shall also require the no consent of the Lenders shall be required),
(viii) amend, modify, or eliminate the definitions of “Required Lenders); ”, “Supermajority Lenders” or “Pro Rata Share”,
(Bix) eliminate other than in connection with a merger, liquidation, dissolution or reduce the voting rights of any Lender under this Section 10.1 without the written consent sale of such Lender; (C) reduce Person expressly permitted by the terms hereof or the other Loan Documents, release any percentage specified in Borrower or any Guarantor from any obligation for the definition payment of Required Lenders, money or consent to the assignment or transfer by any Borrower or any Guarantor of any of its rights and obligations or duties under this Agreement and or the other Loan Documents, release all or substantially all of the Collateral(x)amend, contractually subordinate the Obligations or the Administrative Agent’s Lien on all or substantially all of the Collateral or release or subordinate all or substantially all of the value of the guarantees provided by the Guarantors under the Guarantee and Collateral Agreement, in each case without the written consent of all Lenders; (D) (i) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Revolving Lenders without the written consent of each Revolving Lender or (ii) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of each Term Lender and/or, as applicable, each L/C Lender; (E) reduce the percentage specified in the definition of Majority Revolving Lenders without the consent of all Revolving Lenders or reduce the percentage specified in the definition of Majority Term Lenders without the written consent of all Term Lenders; (F) amend, modify or waive any provision of Section 9 without the written consent of the Administrative Agent; (G) [reserved]; (H) amend, modify or waive any provision of Section 3 without the written consent of the Issuing Lender; (I) [reserved]; (J) amend, modify or waive any provision of Section 10.6(b)(v) to permit assignments to a Loan Party or any Affiliates or Subsidiary thereof without the written consent of each Lender; or (K) (i) amend or modify the application of prepayments set forth in Section 2.12(g) or the application of payments set forth in Section 8.3 without the written consent of all Lendersmodify, or (ii) subject to any applicable agreement among the Lenders, amend or modify the application of payments provisions set forth in Section 8.3 in a manner that adversely affects the Issuing Lender, provider of Bank Services or any Qualified Counterparty, as applicable, without the written consent of the Issuing Lender, Bank Services Provider or each such Qualified Counterparty, as applicable. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent, the Issuing Lender, Bank Services Provider, each Qualified Counterparty, and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured during the period such waiver is effective; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding the foregoing, the Issuing Lender and Borrower may amend eliminate any of the L/C-Related Documents without the consent of the Administrative Agent or any other Lender. 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) the Revolving Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) 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.
(b) Notwithstanding anything to the contrary contained in Section 10.1(a) above, in the event that Borrower or any other Loan Party, as applicable, requests that this Agreement or any of the other Loan Documents, as applicable, be amended or otherwise modified in a manner which would require the consent of all of the Lenders and such amendment or other modification is agreed to by Borrower and/or such other Loan Party, as applicable, the Required Lenders and the Administrative Agent, then, with the consent of Borrower and/or such other Loan Party, as applicable, the Administrative Agent and the Required Lenders, this Agreement or such other Loan Document, as applicable, may be amended without the consent of the Lender or Lenders who are unwilling to agree to such amendment or other modification (each, a “Minority Lender”), to provide for:
(i) the termination of the Commitments of each such Minority Lender;
(ii) the assumption of the Loans and Commitments of each such Minority Lender by one or more Replacement Lenders pursuant to the provisions of Section 2.23; and
2.4(b)(i), (ii) or (iii) the payment of all interest, fees and other obligations payable or accrued in favor of each Minority Lender and such other modifications to this Agreement Section 2.4(e) or to such Loan Documents as Borrower, the Administrative Agent and the Required Lenders may determine to be appropriate in connection therewith.
(c) Notwithstanding any provision herein to the contrary, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings, and Borrower, (i) to add one or more additional credit or term loan facilities to this Agreement and to permit all such additional extensions of credit and all related obligations and liabilities arising in connection therewith and from time to time outstanding thereunder to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders and Majority Revolving Lenders or Majority Term Lenders, as applicable; provided that such amendments (or amendments and restatements) shall in all other respects comply with the provisions of Section 10.1(a) above.
(d) Notwithstanding any provision herein to the contrary, any Bank Services Agreement may be amended or otherwise modified by the parties thereto in accordance with the terms thereof without the consent of the Administrative Agent or any Lender.
(e) Notwithstanding any provision herein or in any Loan Document to the contrary, no amendment, supplement, modification, consent or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations or security provided for hereunder or any Loan Document arising under Specified Swap Agreements or Bank Services resulting in such Obligations being junior in right of payment to principal on the Loans or resulting in the Obligations owing to any Qualified Counterparty or provider of Bank Services becoming unsecured (other than releases of Liens permitted in accordance with Section 10.16), in each case in a manner adverse to any Qualified Counterparty or provider of Bank Services, as applicable, shall be effective without the written consent of such Qualified Counterparty or provider of Bank Services, as applicable.
(f) Notwithstanding any other provision herein to the contrary, no consent of any Lender (or other Secured Party other than the Administrative Agent) shall be required to effectuate any amendment to implement any Incremental Term Facility permitted by Section 2.27. ),
Appears in 1 contract
1Amendments and Waivers. (a) Neither No amendment, waiver or other modification of any provision of this Agreement, nor Agreement or any other Loan Document (other than any L/C-Related Document and the Fee Letter), nor and no consent with respect to any terms hereof departure by any Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or thereof may by Agent at the written request of the Required Lenders) and the Loan Parties that are party thereto and then any such waiver or consent shall be amendedeffective, supplemented but only in the specific instance and for the specific purpose for which given; provided, that no such waiver, amendment, or modified consent shall, unless in writing and signed by all of the Lenders directly affected thereby and all of the Loan Parties that are party thereto, do any of the following:
(i) increase the amount of or extend the expiration date of any Commitment of any Lender (it being understood that any amendment to or waiver of any condition precedent set forth in Section 3.2, Default, Event of Default or mandatory prepayment of the Loans pursuant to this Agreement shall not constitute such an increase or extension),
(ii) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document (it being understood that the waiver of any Default or Event of Default shall not constitute a postponement or delay of any payment under this Agreement or the other Loan Document),
(iii) reduce the principal of, or the rate of interest on, any loan or other extension of credit hereunder, or reduce any fees or other amounts payable hereunder or under any other Loan Document (except (y) in accordance connection with the provisions waiver of this applicability of Section 10.1. The Required Lenders and each Loan Party party to the relevant Loan Document may, or, 2.6(c) (which waiver shall be effective with the written consent of the Required Lenders), the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (iz) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided that no such waiver and no such amendment, supplement or modification shall (A) forgive the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or a reduction of fees for purposes of this clause (Aiii)),
(iv) or extend the scheduled date of any payment thereofamend, modify, or increase the amount eliminate this Section or extend the expiration date any provision of this Agreement providing for consent or other action by all Lenders,
(v) amend, modify, or eliminate Section 3.1,
(vi) amend, modify, or eliminate Section 15.11,
(vii) other than as permitted by Section 15.11, release or contractually subordinate Agent’s Lien in and to any Lender’s Revolving Commitment or Term Commitment, in each case without the written consent of each Lender directly affected thereby (it being agreed that an increase in (x) the Total Revolving Commitments and (y) the aggregate principal amount of the Term Commitments and Term Loans shall also require Collateral,
(viii) amend, modify, or eliminate the consent definitions of the “Required Lenders); ”, Supermajority Lenders or “Pro Rata Share”,
(Bix) eliminate other than in connection with a merger, liquidation, dissolution or reduce the voting rights of any Lender under this Section 10.1 without the written consent sale of such Lender; (C) reduce Person expressly permitted by the terms hereof or the other Loan Documents, release any percentage specified in Borrower or any Guarantor from any obligation for the definition payment of Required Lenders, money or consent to the assignment or transfer by any Borrower or any Guarantor of any of its rights and obligations or duties under this Agreement and or the other Loan Documents,
(x) amend, release all modify, or substantially all eliminate any of the provisions of Section 2.4(b)(i), (ii) or (iii) or Section 2.4(e) or (f),
(xi) at any time that any Real Property is included in the Collateral, contractually subordinate add, increase, renew or extend any Loan, Letter of Credit or Commitment hereunder until the Obligations completion of flood due diligence, documentation and coverage as required by the Flood Laws or the Administrative Agent’s Lien on as otherwise satisfactory to all Lenders, or
(xii) amend, modify, or substantially all eliminate any of the Collateral provisions of Section 13.1 with respect to assignments to, or release participations with, Persons who are Loan Parties or subordinate all Affiliates of a Loan Party;
(b) No amendment, waiver, modification, or substantially all of the value of the guarantees provided by the Guarantors under the Guarantee and Collateral Agreementconsent shall amend, in each case without the written consent of all Lenders; (D) modify, waive, or eliminate,
(i) amendthe definition of, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of terms or provisions of, the Lenders with respect to payments in a manner that adversely affects Revolving Lenders without the written consent of each Revolving Lender or (ii) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of each Term Lender and/or, as applicable, each L/C Lender; (E) reduce the percentage specified in the definition of Majority Revolving Lenders without the consent of all Revolving Lenders or reduce the percentage specified in the definition of Majority Term Lenders without the written consent of all Term Lenders; (F) amend, modify or waive any provision of Section 9 without the written consent of the Administrative Agent; (G) [reserved]; (H) amend, modify or waive any provision of Section 3 without the written consent of the Issuing Lender; (I) [reserved]; (J) amend, modify or waive any provision of Section 10.6(b)(v) to permit assignments to a Loan Party or any Affiliates or Subsidiary thereof without the written consent of each Lender; or (K) (i) amend or modify the application of prepayments set forth in Section 2.12(g) or the application of payments set forth in Section 8.3 without the written consent of all Lenders, or (ii) subject to any applicable agreement among the Lenders, amend or modify the application of payments provisions set forth in Section 8.3 in a manner that adversely affects the Issuing Lender, provider of Bank Services or any Qualified Counterparty, as applicableFee Letter, without the written consent of Agent and Borrowers (and shall not require the Issuing Lender, Bank Services Provider or each such Qualified Counterparty, as applicable. Any such waiver and written consent of any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative ),
(ii) any provision of Section 15 pertaining to Agent, the Issuing Lender, Bank Services Provider, each Qualified Counterparty, and all future holders or any other rights or duties of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under this Agreement or the other Loan Documents, without the written consent of Agent, Borrowers, and any Default or Event of Default waived shall be deemed to be cured during the period such waiver is effective; but no such waiver shall extend to any subsequent or other Default or Event of DefaultRequired Lenders;
(c) No amendment, waiver, modification, elimination, or impair any right consequent thereon. Notwithstanding consent shall amend, without written consent of Agent, Borrowers and the foregoingSupermajority Lenders, modify, or eliminate the Issuing Lender and Borrower may amend definition of Borrowing Base or any of the L/C-Related defined terms (including the definitions of Eligible Accounts, Eligible Inventory, Eligible New Equipment, and Eligible M&E) that are used in such definition to the extent that any such change results in more credit being made available to Borrowers based upon the Borrowing Base, but not otherwise, or the definition of Maximum Revolver Amount, or change Section 2.1(c);
(d) No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or the other Loan Documents without the consent of the Administrative Agent pertaining to Issuing Bank, or any other Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve rights or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent duties of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Revolving Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) 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.
(b) Notwithstanding anything to the contrary contained in Section 10.1(a) above, in the event that Borrower or any other Loan Party, as applicable, requests that Issuing Bank under this Agreement or any of the other Loan Documents, as applicable, be amended or otherwise modified in a manner which would require without the written consent of all of the Lenders and such amendment or other modification is agreed to by Borrower and/or such other Loan PartyIssuing Bank, as applicable, the Required Lenders and the Administrative Agent, thenBorrowers, with the consent of Borrower and/or such other Loan Party, as applicable, the Administrative Agent and the Required Lenders;
(e) No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or such the other Loan DocumentDocuments pertaining to Swing Lender, as applicable, may be amended without the consent or any other rights or duties of the Swing Lender or Lenders who are unwilling to agree to such amendment or other modification (each, a “Minority Lender”), to provide for:
(i) the termination of the Commitments of each such Minority Lender;
(ii) the assumption of the Loans and Commitments of each such Minority Lender by one or more Replacement Lenders pursuant to the provisions of Section 2.23; and
(iii) the payment of all interest, fees and other obligations payable or accrued in favor of each Minority Lender and such other modifications to under this Agreement or to such the other Loan Documents as BorrowerDocuments, the Administrative Agent and the Required Lenders may determine to be appropriate in connection therewith.
(c) Notwithstanding any provision herein to the contrary, this Agreement may be amended (or amended and restated) with without the written consent of Swing Lender, Agent, Borrowers, and the Required Lenders, ; and
(f) Anything in this Section 14.1 to the Administrative Agent, Holdings, and Borrowercontrary notwithstanding, (i) to add one or more additional credit or term loan facilities to this Agreement and to permit all such additional extensions of credit and all related obligations and liabilities arising in connection therewith and from time to time outstanding thereunder to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders and Majority Revolving Lenders or Majority Term Lenders, as applicable; provided that such amendments (or amendments and restatements) shall in all other respects comply with the provisions of Section 10.1(a) above.
(d) Notwithstanding any provision herein to the contrary, any Bank Services Agreement may be amended or otherwise modified by the parties thereto in accordance with the terms thereof without the consent of the Administrative Agent or any Lender.
(e) Notwithstanding any provision herein or in any Loan Document to the contrary, no amendment, supplementwaiver, modification, elimination, or consent of or waiver with respect to any provision of this Agreement or any other Loan Document altering may be entered into without the ratable treatment of Obligations consent of, or security provided for hereunder or over the objection of, any Loan Document arising under Specified Swap Agreements or Bank Services resulting in such Obligations being junior in right of payment to principal on the Loans or resulting in the Obligations owing to any Qualified Counterparty or provider of Bank Services becoming unsecured (Defaulting Lender other than releases any of Liens permitted the matters governed by Section 14.1(a)(i) through (iii) that affect such Lender, (ii) any amendment contemplated by Section 2.12(d)(iii) of this Agreement in accordance connection with Section 10.16), in each case in a manner adverse to any Qualified Counterparty or provider of Bank Services, as applicable, Benchmark Transition Event shall be effective without as contemplated by such Section 2.12(d)(iii) hereof and (iii) any amendment contemplated by Section 2.6(g) of this Agreement in connection with the written consent use or administration of such Qualified Counterparty or provider of Bank Services, as applicable.
(f) Notwithstanding any other provision herein to the contrary, no consent of any Lender (or other Secured Party other than the Administrative Agent) Term SOFR shall be required to effectuate any amendment to implement any Incremental Term Facility permitted effective as contemplated by such Section 2.272.6(g).
Appears in 1 contract
1Amendments and Waivers. (a) Neither No amendment, waiver or other modification of any provision of this Agreement, nor Agreement or any other Loan Document (other than any L/C-Related Document and the Fee Letter), nor and no consent with respect to any terms hereof departure by any Parent Company or thereof may any Borrower therefrom, shall be amendedeffective unless the same shall be in writing and signed by the Required Lenders (or by Agent at the written request of the Required Lenders) and the Loan Parties that are party thereto and then any such waiver or consent shall be effective, supplemented but only in the specific instance and for the specific purpose for which given; provided, that no such waiver, amendment, or modified consent shall, unless in writing and signed by all of the Lenders directly affected thereby and all of the Loan Parties that are party thereto, do any of the following:
(i) increase the amount of or extend the expiration date of any Commitment of any Lender or amend, modify, or eliminate the last sentence of Section 2.4(c)(i) of this Agreement,
(ii) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document,
(iii) reduce the principal of, or the rate of interest on, any loan or other extension of credit hereunder, or reduce any fees or other amounts payable hereunder or under any other Loan Document (except (y) in accordance connection with the provisions waiver of applicability of Section 2.6(c) of this Section 10.1. The Required Lenders and each Loan Party party to the relevant Loan Document may, or, Agreement (which waiver shall be effective with the written consent of the Required Lenders), the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (iz) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided that no such waiver and no such amendment, supplement or modification shall (A) forgive the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or a reduction of fees for purposes of this clause (Aiii)),
(iv) or extend the scheduled date of any payment thereofamend, modify, or increase the amount eliminate this Section 14 or extend the expiration date any provision of this Agreement providing for consent or other action by all Lenders,
(v) amend, modify, or eliminate Section 3.1 or 3.2 of this Agreement,
(vi) amend, modify, or eliminate Section 15.11 of this Agreement,
(vii) other than as permitted by Section 15.11 of this Agreement, release or contractually subordinate Agent’s Lien in and to any Lender’s Revolving Commitment or Term Commitment, in each case without the written consent of each Lender directly affected thereby (it being agreed that an increase in (x) the Total Revolving Commitments and (y) the aggregate principal amount of the Term Commitments and Term Loans shall also require Collateral,
(viii) amend, modify, or eliminate the consent definitions of the “Required Lenders); ”, Supermajority Lenders or “Pro Rata Share”,
(Bix) eliminate other than in connection with a merger, liquidation, dissolution or reduce the voting rights of any Lender under this Section 10.1 without the written consent sale of such Lender; (C) reduce Person expressly permitted by the terms hereof or the other Loan Documents, release any percentage specified in Borrower or any Guarantor from any obligation for the definition payment of Required Lenders, money or consent to the assignment or transfer by any Borrower or any Guarantor of any of its rights and obligations or duties under this Agreement and or the other Loan Documents,
(x) amend, release all modify, or substantially all eliminate any of the Collateralprovisions of Section 2.4(b)(i), contractually subordinate the Obligations (ii) or the Administrative Agent’s Lien on all (iii) or substantially all Section 2.4(e) or (f) of this Agreement, or
(xi) amend, modify, or eliminate any of the Collateral provisions of Section 13.1 of this Agreement with respect to assignments to, or release participations with, Persons who are Loan Parties, Affiliates of a Loan Party, or subordinate all Sponsor Affiliated Entities;
(b) No amendment, waiver, modification, or substantially all of the value of the guarantees provided by the Guarantors under the Guarantee and Collateral Agreementconsent shall amend, in each case without the written consent of all Lenders; (D) modify, waive, or eliminate,
(i) amendthe definition of, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of terms or provisions of, the Lenders with respect to payments in a manner that adversely affects Revolving Lenders without the written consent of each Revolving Lender or (ii) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of each Term Lender and/or, as applicable, each L/C Lender; (E) reduce the percentage specified in the definition of Majority Revolving Lenders without the consent of all Revolving Lenders or reduce the percentage specified in the definition of Majority Term Lenders without the written consent of all Term Lenders; (F) amend, modify or waive any provision of Section 9 without the written consent of the Administrative Agent; (G) [reserved]; (H) amend, modify or waive any provision of Section 3 without the written consent of the Issuing Lender; (I) [reserved]; (J) amend, modify or waive any provision of Section 10.6(b)(v) to permit assignments to a Loan Party or any Affiliates or Subsidiary thereof without the written consent of each Lender; or (K) (i) amend or modify the application of prepayments set forth in Section 2.12(g) or the application of payments set forth in Section 8.3 without the written consent of all Lenders, or (ii) subject to any applicable agreement among the Lenders, amend or modify the application of payments provisions set forth in Section 8.3 in a manner that adversely affects the Issuing Lender, provider of Bank Services or any Qualified Counterparty, as applicableFee Letter, without the written consent of Agent and Borrowers (and shall not require the Issuing Lender, Bank Services Provider or each such Qualified Counterparty, as applicable. Any such waiver and written consent of any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative ),
(ii) any provision of Section 15 of this Agreement pertaining to Agent, the Issuing Lender, Bank Services Provider, each Qualified Counterparty, and all future holders or any other rights or duties of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under this Agreement or the other Loan Documents, without the written consent of Agent, Borrowers, and any Default or Event of Default waived shall be deemed to be cured during the period such waiver is effective; but no such waiver shall extend to any subsequent or other Default or Event of DefaultRequired Lenders;
(c) No amendment, waiver, modification, elimination, or impair any right consequent thereon. Notwithstanding consent shall amend, without written consent of Agent, Borrowers and the foregoingSupermajority Lenders, modify, or eliminate the Issuing Lender and Borrower may amend definition of Borrowing Base or any of the L/Cdefined terms (including, without limitation, the definitions of Eligible Accounts, Eligible Whole Aircraft Collateral, Eligible Off-Related Lease Whole Engine Collateral, Eligible Whole Engine Collateral and Eligible Parts) that are used in such definition to the extent that any such change results in more credit being made available to Borrowers based upon the Borrowing Base, but not otherwise, or the definition of Maximum Revolver Amount, or change Section 2.1(c) of this Agreement;
(d) No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or the other Loan Documents without the consent of the Administrative Agent pertaining to Issuing Bank, or any other Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve rights or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent duties of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Revolving Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) 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.
(b) Notwithstanding anything to the contrary contained in Section 10.1(a) above, in the event that Borrower or any other Loan Party, as applicable, requests that Issuing Bank under this Agreement or any of the other Loan Documents, as applicable, be amended or otherwise modified in a manner which would require without the written consent of all of the Lenders and such amendment or other modification is agreed to by Borrower and/or such other Loan PartyIssuing Bank, as applicable, the Required Lenders and the Administrative Agent, thenBorrowers, with the consent of Borrower and/or such other Loan Party, as applicable, the Administrative Agent and the Required Lenders;
(e) No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or such the other Loan DocumentDocuments pertaining to Swing Lender, as applicable, may be amended without the consent or any other rights or duties of the Swing Lender or Lenders who are unwilling to agree to such amendment or other modification (each, a “Minority Lender”), to provide for:
(i) the termination of the Commitments of each such Minority Lender;
(ii) the assumption of the Loans and Commitments of each such Minority Lender by one or more Replacement Lenders pursuant to the provisions of Section 2.23; and
(iii) the payment of all interest, fees and other obligations payable or accrued in favor of each Minority Lender and such other modifications to under this Agreement or to such the other Loan Documents as BorrowerDocuments, the Administrative Agent and the Required Lenders may determine to be appropriate in connection therewith.
(c) Notwithstanding any provision herein to the contrary, this Agreement may be amended (or amended and restated) with without the written consent of Swing Lender, Agent, Borrowers, and the Required Lenders, ; and
(f) Anything in this Section 14.1 to the Administrative Agent, Holdings, and Borrowercontrary notwithstanding, (i) to add one or more additional credit or term loan facilities to this Agreement and to permit all such additional extensions of credit and all related obligations and liabilities arising in connection therewith and from time to time outstanding thereunder to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders and Majority Revolving Lenders or Majority Term Lenders, as applicable; provided that such amendments (or amendments and restatements) shall in all other respects comply with the provisions of Section 10.1(a) above.
(d) Notwithstanding any provision herein to the contrary, any Bank Services Agreement may be amended or otherwise modified by the parties thereto in accordance with the terms thereof without the consent of the Administrative Agent or any Lender.
(e) Notwithstanding any provision herein or in any Loan Document to the contrary, no amendment, supplement, modification, consent elimination, waiver, consent, termination, or waiver release of, or with respect to, any provision of this Agreement or any other Loan Document altering that relates only to the ratable treatment relationship of Obligations the Lender Group among themselves, and that does not affect the rights or security provided for hereunder obligations of any Loan Party, shall not require consent by or the agreement of any Loan Party, (ii) any amendment, waiver, modification, elimination, or consent of or with respect to any provision of this Agreement or any other Loan Document arising under Specified Swap Agreements may be entered into without the consent of, or Bank Services resulting in such Obligations being junior in right of payment to principal on over the Loans or resulting in the Obligations owing to objection of, any Qualified Counterparty or provider of Bank Services becoming unsecured (Defaulting Lender other than releases any of Liens permitted the matters governed by Section 14.1(a)(i) through (iii) of this Agreement that affect such Lender, and (iii) any amendment contemplated by Section 2.14(b)(iii) of this Agreement in accordance connection with Section 10.16), in each case in a manner adverse to any Qualified Counterparty or provider of Bank Services, as applicable, Benchmark Transition Event shall be effective without the written consent as contemplated by such Section 2.14(b)(iii) of such Qualified Counterparty or provider of Bank Services, as applicablethis Agreement.
(f) Notwithstanding any other provision herein to the contrary, no consent of any Lender (or other Secured Party other than the Administrative Agent) shall be required to effectuate any amendment to implement any Incremental Term Facility permitted by Section 2.27.
Appears in 1 contract
Samples: Credit Agreement (AerSale Corp)
1Amendments and Waivers. (a) Neither this Agreement, nor any other Loan Document (other than any L/C-Related Document and the Fee LetterDocument), nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1. The Required Lenders and each Loan Party or Limited Recourse Pledgor party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party or Limited Recourse Pledgor party to the relevant Loan Document may, from time to time, (i) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties or Limited Recourse Pledgors hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided that no such waiver and no such amendment, supplement or modification shall (A) forgive the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A)) or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Revolving Commitment or Term Commitment, in each case without the written consent of each Lender directly affected thereby (it being agreed that an increase in (x) the Total Revolving Commitments and (y) the aggregate principal amount of the Term Commitments and Term Loans shall also require the consent of the Required Lenders); (B) eliminate or reduce the voting rights of any Lender under this Section 10.1 without the written consent of such Lender; (C) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release all or subordinateall or substantially all of the CollateralCollateral (or all of the Collateral under the Limited Recourse Pledge Agreements), contractually subordinate the Obligations or the Administrative Agent’s Lien on all or substantially all of the Collateral (or all of the Collateral under the Limited Recourse Pledge Agreements) or release or subordinate all or substantially all of the value of the guarantees provided by the Guarantors under the Guarantee and Collateral Agreement, in each case without the written consent of all Lenders; (D) (i) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Revolving Lenders without the written consent of each Revolving Lender or (ii) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of each Term Lender and/or, as applicable, each L/C Lender; (E) reduce the percentage specified in the definition of Majority Revolving Lenders without the consent of all Revolving Lenders or reduce the percentage specified in the definition of Majority Term Lenders without the written consent of all Term Lenders; (F) amend, modify or waive any provision of Section 9 without the written consent of the Administrative Agent; (G) [reserved]; (H) amend, modify or waive any provision of Section 3 without the written consent of the Issuing Lender; (I) [reserved]; (J) amend, modify or waive any provision of Section 10.6(b)(v) to permit assignments to a Loan Party or any Affiliates or Subsidiary thereof without the written consent of each Lender; or (K) (i) amend or modify the application of prepayments set forth in Section 2.12(g) or the application of payments set forth in Section 8.3 in a manner that adversely affects Revolving Lenders without the written consent of all the Majority Revolving Lenders, (ii) amend or modify the application of prepayments set forth in Section 2.12(g) or the application of payments set forth in Section 8.3 in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of the Majority Term Lenders and, as applicable, the L/Call Lenders, or (iiiiiii) subject to any applicable agreement among the Lenders, amend or modify the application of payments provisions set forth in Section 8.3 in a manner that adversely affects the Issuing Lender, provider of Bank Services or any Qualified Counterparty, as applicable, without the written consent of the Issuing Lender, Bank Services Provider or each such Qualified Counterparty, as applicable. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Limited Recourse Pledgors, the Lenders, the Administrative Agent, the Issuing Lender, Bank Services Provider, each Qualified Counterparty, and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Limited Recourse Pledgors, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured during the period such waiver is effective; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding the foregoing, the Issuing Lender and Borrower may amend any of the L/C-Related Documents without the consent of the Administrative Agent or any other Lender. 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) the Revolving Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) 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.
(b) Notwithstanding anything to the contrary contained in Section 10.1(a) above, in the event that Borrower or any other Loan Party, as applicable, requests that this Agreement or any of the other Loan Documents, as applicable, be amended or otherwise modified in a manner which would require the consent of all of the Lenders and such amendment or other modification is agreed to by Borrower and/or such other Loan Party, as applicable, the Required Lenders and the Administrative Agent, then, with the consent of Borrower and/or such other Loan Party, as applicable, the Administrative Agent and the Required Lenders, this Agreement or such other Loan Document, as applicable, may be amended without the consent of the Lender or Lenders who are unwilling to agree to such amendment or other modification (each, a “Minority Lender”), to provide for:
(i) the termination of the Commitments of each such Minority Lender;;
(ii) the assumption of the Loans and Commitments of each such Minority Lender by one or more Replacement Lenders pursuant to the provisions of Section 2.23; and and
(iii) the payment of all interest, fees and other obligations payable or accrued in favor of each Minority Lender and such other modifications to this Agreement or to such Loan Documents as Borrower, the Administrative Agent and the Required Lenders may determine to be appropriate in connection therewith.
(c) Notwithstanding any provision herein to the contrary, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings, and Borrower, (i) to add one or more additional credit or term loan facilities to this Agreement and to permit all such additional extensions of credit and all related obligations and liabilities arising in connection therewith and from time to time outstanding thereunder to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders and Majority Revolving Lenders or Majority Term Lenders, as applicable; provided that such amendments (or amendments and restatements) shall in all other respects comply with the provisions of Section 10.1(a) above.
(d) Notwithstanding any provision herein to the contrary, any Bank Services Agreement may be amended or otherwise modified by the parties thereto in accordance with the terms thereof without the consent of the Administrative Agent or any Lender.
(e) Notwithstanding any provision herein or in any Loan Document to the contrary, no amendment, supplement, modification, consent or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations or security provided for hereunder or any Loan Document arising under Specified Swap Agreements or Bank Services resulting in such Obligations being junior in right of payment to principal on the Loans or resulting in the Obligations owing to any Qualified Counterparty or provider of Bank Services becoming unsecured (other than releases of Liens permitted in accordance with Section 10.16), in each case in a manner adverse to any Qualified Counterparty or provider of Bank Services, as applicable, shall be effective without the written consent of such Qualified Counterparty or provider of Bank Services, as applicable.
(f) Notwithstanding any other provision herein to the contrary, no consent of any Lender (or other Secured Party other than the Administrative Agent) shall be required to effectuate any amendment to implement any Incremental Term Facility permitted by Section 2.27. .
Appears in 1 contract
Samples: Credit Agreement (Enfusion, Inc.)
1Amendments and Waivers. (a) Neither No amendment, waiver or other modification of any provision of this Agreement, nor Agreement or any other Loan Document (other than any L/C-Related Document and the Fee Letter), nor and no consent with respect to any terms hereof departure by any Parent Company or thereof may any Borrower therefrom, shall be amendedeffective unless the same shall be in writing and signed by the Required Lenders (or by Agent at the written request of the Required Lenders) and the Loan Parties that are party thereto and then any such waiver or consent shall be effective, supplemented but only in the specific instance and for the specific purpose for which given; provided, that no such waiver, amendment, or modified consent shall, unless in writing and signed by all of the Lenders directly affected thereby and all of the Loan Parties that are party thereto, do any of the following:
(i) increase the amount of or extend the expiration date of any Commitment of any Lender or amend, modify, or eliminate the last sentence of Section 2.4(c)(i) of this Agreement,
(ii) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document,
(iii) reduce the principal of, or the rate of interest on, any loan or other extension of credit hereunder, or reduce any fees or other amounts payable hereunder or under any other Loan Document (except (y) in accordance connection with the provisions waiver of applicability of Section 2.6(c) of this Section 10.1. The Required Lenders and each Loan Party party to the relevant Loan Document may, or, Agreement (which waiver shall be effective with the written consent of the Required Lenders), the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (iz) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided that no such waiver and no such amendment, supplement or modification shall (A) forgive the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or a reduction of fees for purposes of this clause (Aiii)),
(iv) or extend the scheduled date of any payment thereofamend, modify, or increase the amount eliminate this Section 14 or extend the expiration date any provision of this Agreement providing for consent or other action by all Lenders,
(v) amend, modify, or eliminate Section 3.1 or 3.2 of this Agreement,
(vi) amend, modify, or eliminate Section 15.11 of this Agreement,
(vii) other than as permitted by Section 15.11 of this Agreement, release or contractually subordinate Agent’s Lien in and to any Lender’s Revolving Commitment or Term Commitment, in each case without the written consent of each Lender directly affected thereby (it being agreed that an increase in (x) the Total Revolving Commitments and (y) the aggregate principal amount of the Term Commitments and Term Loans shall also require Collateral,
(viii) amend, modify, or eliminate the consent definitions of the “Required Lenders); ”, “Supermajority Lenders” or “Pro Rata Share”, [AerSale] Amended and Restated Credit Agreement
(Bix) eliminate other than in connection with a merger, liquidation, dissolution or reduce the voting rights of any Lender under this Section 10.1 without the written consent sale of such Lender; (C) reduce Person expressly permitted by the terms hereof or the other Loan Documents, release any percentage specified in Borrower or any Guarantor from any obligation for the definition payment of Required Lenders, money or consent to the assignment or transfer by any Borrower or any Guarantor of any of its rights and obligations or duties under this Agreement and or the other Loan Documents,
(x) amend, release all modify, or substantially all eliminate any of the Collateralprovisions of Section 2.4(b)(i), contractually subordinate the Obligations (ii) or the Administrative Agent’s Lien on all (iii) or substantially all Section 2.4(e) or (f) of this Agreement, or
(xi) amend, modify, or eliminate any of the Collateral provisions of Section 13.1 of this Agreement with respect to assignments to, or release participations with, Persons who are Loan Parties, Affiliates of a Loan Party, or subordinate all Sponsor Affiliated Entities;
(b) No amendment, waiver, modification, or substantially all of the value of the guarantees provided by the Guarantors under the Guarantee and Collateral Agreementconsent shall amend, in each case without the written consent of all Lenders; (D) modify, waive, or eliminate,
(i) amendthe definition of, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of terms or provisions of, the Lenders with respect to payments in a manner that adversely affects Revolving Lenders without the written consent of each Revolving Lender or (ii) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of each Term Lender and/or, as applicable, each L/C Lender; (E) reduce the percentage specified in the definition of Majority Revolving Lenders without the consent of all Revolving Lenders or reduce the percentage specified in the definition of Majority Term Lenders without the written consent of all Term Lenders; (F) amend, modify or waive any provision of Section 9 without the written consent of the Administrative Agent; (G) [reserved]; (H) amend, modify or waive any provision of Section 3 without the written consent of the Issuing Lender; (I) [reserved]; (J) amend, modify or waive any provision of Section 10.6(b)(v) to permit assignments to a Loan Party or any Affiliates or Subsidiary thereof without the written consent of each Lender; or (K) (i) amend or modify the application of prepayments set forth in Section 2.12(g) or the application of payments set forth in Section 8.3 without the written consent of all Lenders, or (ii) subject to any applicable agreement among the Lenders, amend or modify the application of payments provisions set forth in Section 8.3 in a manner that adversely affects the Issuing Lender, provider of Bank Services or any Qualified Counterparty, as applicableFee Letter, without the written consent of Agent and Borrowers (and shall not require the Issuing Lender, Bank Services Provider or each such Qualified Counterparty, as applicable. Any such waiver and written consent of any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative ),
(ii) any provision of Section 15 of this Agreement pertaining to Agent, the Issuing Lender, Bank Services Provider, each Qualified Counterparty, and all future holders or any other rights or duties of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under this Agreement or the other Loan Documents, without the written consent of Agent, Borrowers, and any Default or Event of Default waived shall be deemed to be cured during the period such waiver is effective; but no such waiver shall extend to any subsequent or other Default or Event of DefaultRequired Lenders;
(c) No amendment, waiver, modification, elimination, or impair any right consequent thereon. Notwithstanding consent shall amend, without written consent of Agent, Borrowers and the foregoingSupermajority Lenders, modify, or eliminate the Issuing Lender and Borrower may amend definition of Borrowing Base or any of the L/Cdefined terms (including, without limitation, the definitions of Eligible Accounts, Eligible Whole Aircraft Collateral, Eligible Off-Related Lease Whole Engine Collateral, Eligible Whole Engine Collateral and Eligible Parts) that are used in such definition to the extent that any such change results in more credit being made available to Borrowers based upon the Borrowing Base, but not otherwise, or the definition of Maximum Revolver Amount, or change Section 2.1(c) of this Agreement;
(d) No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or the other Loan Documents pertaining to Issuing Bank, or any other rights or duties of Issuing Bank under this Agreement or the other Loan Documents, without the written consent of Issuing Bank, Agent, Borrowers, and the Required Lenders;
(e) No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or the other Loan Documents pertaining to Swing Lender, or any other rights or duties of Swing Lender under this Agreement or the other Loan Documents, without the written consent of Swing Lender, Agent, Borrowers, and the Required Lenders; and
(f) Anything in this Section 14.1 to the contrary notwithstanding, (i) any amendment, modification, elimination, waiver, consent, termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that relates only to the relationship of the Lender Group among themselves, and that does not affect the rights or obligations of any Loan Party, shall not require consent by or the agreement of any Loan Party, (ii) any amendment, waiver, modification, elimination, or consent of or with respect to any provision of this Agreement or any other Loan Document may be entered into [AerSale] Amended and Restated Credit Agreement without the consent of, or over the objection of, any Defaulting Lender other than any of the Administrative Agent or matters governed by Section 14.1(a)(i) through (iii) of this Agreement that affect such Lender, and (iii) any other Lenderamendment contemplated by Section 2.14(c) of this Agreement in connection with a Benchmark Transition Event shall be effective as contemplated by such Section 2.14(c) of this Agreement. Notwithstanding anything in this Agreement to the contrary hereincontrary, no Defaulting each Lender shall have any right to approve or disapprove any amendmenthereby irrevocably authorizes the Agent on its behalf, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the without further consent of all Lenders or each affected any Lender may be effected (but with the consent of the applicable Lenders other than Defaulting LendersBorrowers and the Agent), except that (x) the Revolving Commitment of any Defaulting Lender may not be increased to enter into amendments or extended without the consent of such Lender and (y) 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 modifications to other affected Lenders shall require the consent of such Defaulting Lender.
(b) Notwithstanding anything to the contrary contained in Section 10.1(a) above, in the event that Borrower or any other Loan Party, as applicable, requests that this Agreement (including amendments to this Section 14.1) or any of the other Loan Documents, Documents or to enter into additional Loan Documents as the Agent reasonably deems appropriate in order to effectuate the terms of Section 2.15 (including as applicable, be amended or otherwise modified in a manner which would require the consent of all of the Lenders and such amendment or other modification is agreed to by Borrower and/or such other Loan Party, as applicable, the Required Lenders and the Administrative Agent, then, with the consent of Borrower and/or such other Loan Party, as applicable, the Administrative Agent and the Required Lenders, this Agreement or such other Loan Document, as applicable, may be amended without the consent of the Lender or Lenders who are unwilling to agree to such amendment or other modification (each, a “Minority Lender”), to provide for:
(i) the termination of the Commitments of each such Minority Lender;
(ii) the assumption of the Loans and Commitments of each such Minority Lender by one or more Replacement Lenders pursuant to the provisions of Section 2.23; and
(iii) the payment of all interest, fees and other obligations payable or accrued in favor of each Minority Lender and such other modifications to this Agreement or to such Loan Documents as Borrower, the Administrative Agent and the Required Lenders may determine to be appropriate in connection therewith.
(c) Notwithstanding any provision herein to the contrary, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings, and Borrower, (i1) to add one or more additional credit or term loan facilities to this Agreement and to permit all such additional extensions of credit and all related obligations and liabilities arising in connection therewith and from time to time outstanding thereunder the Incremental Increase to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with Documents, (2) to include the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders and Majority Revolving Lenders or Majority Term Lenders, as applicable; provided that such amendments (or amendments and restatements) shall in all other respects comply with the provisions of Section 10.1(a) above.
(d) Notwithstanding any provision herein to the contrary, any Bank Services Agreement may be amended or otherwise modified by the parties thereto in accordance with the terms thereof without the consent of the Administrative Agent or any Lender.
(e) Notwithstanding any provision herein or in any Loan Document to the contrary, no amendment, supplement, modification, consent or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations or security provided for hereunder or any Loan Document arising under Specified Swap Agreements or Bank Services resulting in such Obligations being junior in right of payment to principal on the Loans or resulting in the Obligations owing to any Qualified Counterparty or provider of Bank Services becoming unsecured (other than releases of Liens permitted in accordance with Section 10.16), in each case in a manner adverse to any Qualified Counterparty or provider of Bank ServicesIncremental Increase, as applicable, in any determination of (i) Required Lenders or (ii) similar required lender terms applicable thereto); provided that no amendment or modification shall be effective result in any increase in the amount of any Lender’s Commitment or any increase in any Lender’s Revolving Loan Exposure, Swing Loan Exposure or Letter of Credit Exposure, in each case, without the written consent of such Qualified Counterparty or provider of Bank Services, as applicableaffected Lender.
(f) Notwithstanding any other provision herein to the contrary, no consent of any Lender (or other Secured Party other than the Administrative Agent) shall be required to effectuate any amendment to implement any Incremental Term Facility permitted by Section 2.27.
Appears in 1 contract
Samples: Credit Agreement (AerSale Corp)
1Amendments and Waivers. (a) Neither this Agreement, nor any other Loan Document (other than any L/C-Related Document and the Fee Letter)Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1Section. The Required Lenders and each Loan Party party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (ia) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding or deleting any provisions to this Agreement or the other Loan Documents or otherwise changing in any manner the rights or obligations of the Agents, the Lenders or of the Loan Parties hereunder or thereunder or (iib) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, Agent may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided provided, however, that no such waiver and no such amendment, supplement or modification shall (Ai) forgive or reduce the principal amount or extend the final scheduled date of maturity of any LoanLoan or the Commitment Termination Date, extend the scheduled date or reduce the amount of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except that any amendment or modification of defined terms used in the financial covenants ratios in this Agreement Agreement, waiver (or amendment to the terms) of any mandatory prepayment or waiver of post-default rates of interest shall not constitute a reduction in the rate of interest or fees or the forgiveness or reduction of principal or interest for purposes of this clause (Ai)) or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Revolving Commitment or Term Commitment, in each case without the written consent of each Lender directly and adversely affected thereby (it being agreed that an increase in (x) the Total Revolving Commitments and (y) the aggregate principal amount of the Term Commitments and Term Loans shall also require the consent of the Required Lenders)thereby; (Bii) eliminate or reduce the voting rights of any Lender under this Section 10.1 without the written consent of such Lender; (Ciii) reduce any percentage specified in the definition of “Required Lenders”, consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral, contractually subordinate the Obligations Collateral or the Administrative Agent’s Lien on release all or substantially all of the Collateral or release or subordinate all or substantially all of the value of the guarantees provided by the Guarantors from their obligations under the Guarantee and Collateral Agreement, in each case without the written consent of all Lenders; (D) (iiv) amend, modify or waive the pro rata requirements any provision of paragraph (a) or (b) of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Revolving Lenders 2.14 without the written consent of each Revolving Lender or (ii) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that directly and adversely affects Term Lenders or the L/C Lenders without the written consent of each Term Lender and/or, as applicable, each L/C Lenderaffected thereby; (E) reduce the percentage specified in the definition of Majority Revolving Lenders without the consent of all Revolving Lenders or reduce the percentage specified in the definition of Majority Term Lenders without the written consent of all Term Lenders; (Fv) amend, modify or waive any provision of Section 9 without the written consent of the Administrative AgentAgents; or (Gvi) [reserved]; (H) amend, modify or waive any provision amend the assignment provisions of Section 3 without the written consent of the Issuing Lender; (I) [reserved]; (J) amend, modify or waive any provision of Section 10.6(b)(v) 10.6 to permit assignments to a Loan Party or any Affiliates or Subsidiary thereof make such provisions more restrictive without the written consent of each Lender; Lender directly and adversely affected thereby.
(b) Each waiver or (K) (i) amend consent under any Loan Document shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or modify demand on any Loan Party shall entitle any Loan Party to any notice or demand in the application same, similar or other circumstances. No failure on the part of prepayments set forth any Secured Party to exercise, and no delay in Section 2.12(g) exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the application exercise of payments set forth in Section 8.3 without the written consent of all Lenders, or any other right.
(iic) subject to any applicable agreement among the Lenders, amend or modify the application of payments provisions set forth in Section 8.3 in a manner that adversely affects the Issuing Lender, provider of Bank Services or any Qualified Counterparty, as applicable, without the written consent of the Issuing Lender, Bank Services Provider or each such Qualified Counterparty, as applicable. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent, the Issuing Lender, Bank Services Provider, each Qualified Counterparty, Agents and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent Agents shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured during and not continuing unless limited by the period terms of such waiver is effective; waiver, but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. on any such subsequent or other Default or Event of Default
(d) Notwithstanding the foregoing, the Issuing Lender and Borrower may amend any of the L/C-Related Documents without the consent of the Administrative Agent or any other Lender. 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) the Revolving Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) 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.
(b) Notwithstanding anything to the contrary contained in Section 10.1(a) above, in the event that Borrower or any other Loan Party, as applicable, requests that this Agreement or any of the other Loan Documents, as applicable, be amended or otherwise modified in a manner which would require the consent of all of the Lenders and such amendment or other modification is agreed to by Borrower and/or such other Loan Party, as applicable, the Required Lenders and the Administrative Agent, then, with the consent of Borrower and/or such other Loan Party, as applicable, the Administrative Agent and the Required Lenders, this Agreement or such other Loan Document, as applicable, may be amended without the consent of the Lender or Lenders who are unwilling to agree to such amendment or other modification (each, a “Minority Lender”), to provide for:
(i) the termination of the Commitments of each such Minority Lender;
(ii) the assumption of the Loans and Commitments of each such Minority Lender by one or more Replacement Lenders pursuant to the provisions of Section 2.23; and
(iii) the payment of all interest, fees and other obligations payable or accrued in favor of each Minority Lender and such other modifications to this Agreement or to such Loan Documents as Borrower, the Administrative Agent and the Required Lenders may determine to be appropriate in connection therewith.
(c) Notwithstanding any provision herein to the contrary, this Agreement may be amended upon the request of the Borrower, and without the consent of any other Lender to provide for relevant Replacement Loans (or amended and restatedas defined below) in order to permit the refinancing of all outstanding Loans (“Refinanced Loans”) with the written consent of the Required Lenders, the Administrative Agent, Holdings, and Borrower, a replacement term loan tranche hereunder (“Replacement Loans”); provided that (i) to add one or more additional credit or term loan facilities to this Agreement the aggregate principal amount of such Replacement Loans shall not exceed the aggregate principal amount of such Refinanced Loans plus interest and to permit all such additional extensions fees and the amount of credit any reasonable fees and all related obligations and liabilities arising expenses incurred in connection therewith and from time to time outstanding thereunder to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereundersuch refinancing, and (ii) the Applicable Margin for such Replacement Loans during the period prior to the maturity of such Refinanced Loans shall not be higher than the Applicable Margin for such Refinanced Loans, (iii) the Weighted Average Life to Maturity of such Replacement Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Loans at the time of such refinancing, (iv) until the non-extended Loans have been paid in connection with the foregoingfull, all other terms applicable to permitsuch Replacement Loans shall be substantially identical to, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, or less favorable to the Lenders providing such additional credit facilities Replacement Loans than, those applicable to such Refinanced Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Loans in effect immediately prior to such refinancing (and subject to the terms of the Intercreditor Agreement) and (v) each Lender under the applicable tranche or tranches of Loans being extended shall have the opportunity to participate in any required vote such extension on the same terms and conditions as each other Lender in such tranche or action required to be approved by the Required Lenders and Majority Revolving Lenders or Majority Term Lenders, as applicabletranches; provided that no existing Lender will have any obligation to commit to any such amendments (or amendments and restatements) shall in all other respects comply with the provisions of Section 10.1(a) above.
(d) Notwithstanding any provision herein to the contrary, any Bank Services Agreement may be amended or otherwise modified by the parties thereto in accordance with the terms thereof without the consent of the Administrative Agent or any Lenderextension.
(e) Notwithstanding any provision herein or In addition, notwithstanding anything in any Loan Document this Section to the contrary, no amendmentif the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical nature, supplementin each case, modificationin any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision or provision, and, in each case, such amendment shall become effective without any further action or consent or waiver of this Agreement or any other party to any Loan Document altering if the ratable treatment of Obligations or security provided for hereunder or any Loan Document arising under Specified Swap Agreements or Bank Services resulting same is not objected to in such Obligations being junior in right of payment to principal on writing by the Loans or resulting in the Obligations owing to any Qualified Counterparty or provider of Bank Services becoming unsecured (other than releases of Liens permitted in accordance with Section 10.16), in each case in a manner adverse to any Qualified Counterparty or provider of Bank Services, as applicable, shall be effective without the written consent of such Qualified Counterparty or provider of Bank Services, as applicable.
(f) Notwithstanding any other provision herein Required Lenders to the contrary, no consent Administrative Agent within 10 Business Days following receipt of any Lender (or other Secured Party other than the Administrative Agent) shall be required to effectuate any amendment to implement any Incremental Term Facility permitted by Section 2.27. notice thereof.
Appears in 1 contract
1Amendments and Waivers. (a) Neither this Agreement, nor any of the Notes, nor any of the other Loan Document (other than any L/C-Related Document and the Fee Letter)Credit Documents, nor any terms hereof or thereof may be amended, supplemented supplemented, waived or modified except in accordance with the provisions of this Section 10.19.1 nor may be released except as specifically provided herein or in accordance with the provisions of this Section 9.1. The Required Lenders and each Loan Party party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (ia) enter into with the Borrower written amendments, supplements or modifications hereto and to the other Loan Credit Documents for the purpose of adding any provisions to this Agreement or the other Loan Credit Documents or changing in any manner the rights of the Lenders or of the Loan Parties Borrower hereunder or thereunder or (iib) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Credit Documents or any Default or Event of Default and its consequences; provided provided, however, that no such waiver and no such amendment, supplement waiver, supplement, modification or modification shall release shall: (A) forgive i)reduce the principal amount or extend the final scheduled date of maturity of any LoanLoan or Note or any installment thereon, extend the scheduled date of any amortization payment in respect of any Term Loan, or reduce the stated rate of any interest or fee payable hereunder (except that any amendment or modification of defined terms used in other than interest at the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A)increased post-default rate) or extend the scheduled date of any payment thereof, thereof or increase the amount or extend the expiration date of any Lender’s Revolving 's Commitment or Term CommitmentCommitment Percentage, in each case without the written consent of each Lender directly affected thereby thereby, or (it being agreed that an increase in (x) the Total Revolving Commitments and (y) the aggregate principal amount ii)amend, modify or waive any provision of the Term Commitments and Term Loans shall also require the consent of the Required Lenders); (B) eliminate this Section 9.1 or reduce the voting rights of any Lender under this Section 10.1 without the written consent of such Lender; (C) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral, contractually subordinate the Obligations or the Administrative Agent’s Lien on all or substantially all of the Collateral or release or subordinate all or substantially all of the value of the guarantees provided by the Guarantors under the Guarantee and Collateral Agreement, in each case without the written consent of all the Lenders; (D) (i) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Revolving Lenders without the written consent of each Revolving Lender or (ii) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of each Term Lender and/or, as applicable, each L/C Lender; (E) reduce the percentage specified in the definition of Majority Revolving Lenders without the consent of all Revolving Lenders or reduce the percentage specified in the definition of Majority Term Lenders without the written consent of all Term Lenders; (F) amendiii)amend, modify or waive any provision of Section 9 Article VIII without the written consent of the then Administrative Agent; , or (G) [reserved]; iv)release any of the Guarantors from their obligations under the Guaranty, without the written consent of all of the Lenders, or (H) amendv)amend, modify or waive any provision of Section 3 without the written consent Credit Documents requiring consent, approval or request of the Issuing Lender; (I) [reserved]; (J) amendRequired Lenders or all Lenders, modify or waive any provision of Section 10.6(b)(v) to permit assignments to a Loan Party or any Affiliates or Subsidiary thereof without the written consent of each Lender; or (K) (i) amend or modify the application of prepayments set forth in Section 2.12(g) or the application of payments set forth in Section 8.3 without the written consent of all Lenders, or (ii) subject to any applicable agreement among the Lenders, amend or modify the application of payments provisions set forth in Section 8.3 in a manner that adversely affects the Issuing Lender, provider of Bank Services or any Qualified Counterparty, as applicable, without the written consent of the Issuing LenderRequired Lenders or Lenders as appropriate and, Bank Services Provider provided, further, that no amendment, waiver or each consent affecting the rights or duties of the Administrative Agent under any Credit Document shall in any event be effective, unless in writing and signed by the Administrative Agent, in addition to the Lenders required hereinabove to take such Qualified Counterparty, as applicableaction. 71 -198- Any such waiver and waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Loan Borrower, the other Credit Parties, the Lenders, the Administrative Agent, the Issuing Lender, Bank Services Provider, each Qualified Counterparty, Agent and all future holders of the LoansNotes. In the case of any waiver, the Loan Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Loans and Notes and other Loan Credit Documents, and any Default or Event of Default waived shall be deemed to be cured during the period such waiver is effectiveand not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding the foregoing, the Issuing Lender and Borrower may amend any of the L/C-Related Documents without foregoing to the contrary, the consent of the Borrower shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing Schedule 2.1(a) from time to time in the manner requested by the Borrower, the Administrative Agent or any other Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender. 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 fact that the consent of all the Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders)is required in certain circumstances as set forth above, except that (x) the Revolving Commitment of any Defaulting each Lender may not be increased or extended without the consent of is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein and (y) 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.
(b) Notwithstanding anything to the contrary contained in Section 10.1(a) above, in the event that Borrower or any other Loan Party, as applicable, requests that this Agreement or any of the other Loan Documents, as applicable, be amended or otherwise modified in a manner which would require the consent of all of the Lenders and such amendment or other modification is agreed to by Borrower and/or such other Loan Party, as applicable, the Required Lenders and the Administrative Agent, then, with the consent of Borrower and/or such other Loan Party, as applicable, the Administrative Agent and the Required Lenders, this Agreement or such other Loan Document, as applicable, may be amended without the consent of the Lender or Lenders who are unwilling to agree to such amendment or other modification (each, a “Minority Lender”), to provide for:
(i) the termination of the Commitments of each such Minority Lender;
(ii) the assumption of the Loans and Commitments of each such Minority Lender by one or more Replacement Lenders pursuant to the provisions of Section 2.23; and
(iii) the payment of all interest, fees and other obligations payable or accrued in favor of each Minority Lender and such other modifications to this Agreement or to such Loan Documents as Borrower, the Administrative Agent and the Required Lenders may determine consent to be appropriate in connection therewith.
(c) Notwithstanding any provision herein allow a Credit Party to the contrary, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings, and Borrower, (i) to add one or more additional credit or term loan facilities to this Agreement and to permit all such additional extensions of credit and all related obligations and liabilities arising in connection therewith and from time to time outstanding thereunder to share ratably (or on a basis subordinated to the existing facilities hereunder) use cash collateral in the benefits context of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote a bankruptcy or action required to be approved by the Required Lenders and Majority Revolving Lenders or Majority Term Lenders, as applicable; provided that such amendments (or amendments and restatements) shall in all other respects comply with the provisions of Section 10.1(a) aboveinsolvency proceeding.
(d) Notwithstanding any provision herein to the contrary, any Bank Services Agreement may be amended or otherwise modified by the parties thereto in accordance with the terms thereof without the consent of the Administrative Agent or any Lender.
(e) Notwithstanding any provision herein or in any Loan Document to the contrary, no amendment, supplement, modification, consent or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations or security provided for hereunder or any Loan Document arising under Specified Swap Agreements or Bank Services resulting in such Obligations being junior in right of payment to principal on the Loans or resulting in the Obligations owing to any Qualified Counterparty or provider of Bank Services becoming unsecured (other than releases of Liens permitted in accordance with Section 10.16), in each case in a manner adverse to any Qualified Counterparty or provider of Bank Services, as applicable, shall be effective without the written consent of such Qualified Counterparty or provider of Bank Services, as applicable.
(f) Notwithstanding any other provision herein to the contrary, no consent of any Lender (or other Secured Party other than the Administrative Agent) shall be required to effectuate any amendment to implement any Incremental Term Facility permitted by Section 2.27.
Appears in 1 contract
Samples: Credit Agreement (Dimon Inc)
1Amendments and Waivers. (a) Neither No amendment, waiver or other modification of any provision of this Agreement, nor Agreement or any other Loan Document (other than any L/C-Related Document amendment to effect an Increase contemplated by Section 2.14 and any amendment or modification to the Fee Letter), nor and no consent with respect to any terms hereof departure by Parent or thereof may any Borrower therefrom, shall be amendedeffective unless the same shall be in writing and signed by the Required Lenders (or by Agent at the written request of the Required Lenders) and the Loan Parties that are party thereto and then any such waiver or consent shall be effective, supplemented but only in the specific instance and for the specific purpose for which given; provided, that no such waiver, amendment, or modified consent shall, unless in writing and signed by all of the Lenders directly affected thereby and all of the Loan Parties that are party thereto, do any of the following:
(i) increase the amount of or extend the expiration date of any Commitment of any Lender or amend, modify, or eliminate the last sentence of Section 2.4(c)(i),
(ii) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document,
(iii) reduce the principal of, or the rate of interest on, any loan or other extension of credit hereunder, or reduce any fees or other amounts payable hereunder or under any other Loan Document (except (y) in accordance connection with the provisions waiver of this applicability of Section 10.1. The Required Lenders and each Loan Party party to the relevant Loan Document may, or, 2.6(c) (which waiver shall be effective with the written consent of the Required Lenders), the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (iz) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided that no such waiver and no such amendment, supplement or modification shall (A) forgive the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or a reduction of fees for purposes of this clause (Aiii)),
(iv) or extend the scheduled date of any payment thereofamend, modify, or increase eliminate this Section or any provision of this Agreement providing for consent or other action by all Lenders,
(v) amend, modify, or eliminate Section 3.1 or 3.2,
(vi) amend, modify, or eliminate Section 15.11,
(vii) other than as permitted by Section 15.11, release or contractually subordinate Agent’s Lien in and to any of the amount Collateral (other than to the extent such release or extend subordination is required by the expiration date of any Lender’s Revolving Commitment or Term CommitmentABL/Notes Intercreditor Agreement, in each which case without the written consent of each Lender directly affected thereby (it being agreed that an increase in (x) the Total Revolving Commitments and (y) the aggregate principal amount of the Term Commitments and Term Loans shall also require the no consent of the Lenders shall be required),
(viii) amend, modify, or eliminate the definitions of “Required Lenders); ”, “Supermajority Lenders” or “Pro Rata Share”,
(Bix) eliminate other than in connection with a merger, liquidation, dissolution or reduce the voting rights of any Lender under this Section 10.1 without the written consent sale of such Lender; (C) reduce Person expressly permitted by the terms hereof or the other Loan Documents, release any percentage specified in Borrower or any Guarantor from any obligation for the definition payment of Required Lenders, money or consent to the assignment or transfer by any Borrower or any Guarantor of any of its rights and obligations or duties under this Agreement and or the other Loan Documents,
(x) amend, release all modify, or substantially all eliminate any of the provisions of Section 2.4(b)(i), (ii) or (iii) or Section 2.4(e) or (f),
(xi) at any time that any Real Property is included in the Collateral, contractually subordinate add, increase, renew or extend any Loan, Letter of Credit or Commitment hereunder until the Obligations completion of flood due diligence, documentation and coverage as required by the Flood Laws or the Administrative Agent’s Lien on as otherwise satisfactory to all Lenders, or
(xii) amend, modify, or substantially all eliminate any of the Collateral provisions of Section 13.1 with respect to assignments to, or release participations with, Persons who are Loan Parties, Affiliates of a Loan Party, or subordinate all Sponsor Affiliated Entities;
(b) No amendment, waiver, modification, or substantially all of the value of the guarantees provided by the Guarantors under the Guarantee and Collateral Agreementconsent shall amend, in each case without the written consent of all Lenders; (D) modify, waive, or eliminate,
(i) amendthe definition of, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of terms or provisions of, the Lenders with respect to payments in a manner that adversely affects Revolving Lenders without the written consent of each Revolving Lender or (ii) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of each Term Lender and/or, as applicable, each L/C Lender; (E) reduce the percentage specified in the definition of Majority Revolving Lenders without the consent of all Revolving Lenders or reduce the percentage specified in the definition of Majority Term Lenders without the written consent of all Term Lenders; (F) amend, modify or waive any provision of Section 9 without the written consent of the Administrative Agent; (G) [reserved]; (H) amend, modify or waive any provision of Section 3 without the written consent of the Issuing Lender; (I) [reserved]; (J) amend, modify or waive any provision of Section 10.6(b)(v) to permit assignments to a Loan Party or any Affiliates or Subsidiary thereof without the written consent of each Lender; or (K) (i) amend or modify the application of prepayments set forth in Section 2.12(g) or the application of payments set forth in Section 8.3 without the written consent of all Lenders, or (ii) subject to any applicable agreement among the Lenders, amend or modify the application of payments provisions set forth in Section 8.3 in a manner that adversely affects the Issuing Lender, provider of Bank Services or any Qualified Counterparty, as applicableFee Letter, without the written consent of Agent and Borrowers (and shall not require the Issuing Lender, Bank Services Provider or each such Qualified Counterparty, as applicable. Any such waiver and written consent of any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative ),
(ii) any provision of Section 15 pertaining to Agent, the Issuing Lender, Bank Services Provider, each Qualified Counterparty, and all future holders or any other rights or duties of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under this Agreement or the other Loan Documents, without the written consent of Agent, Borrowers, and any Default or Event of Default waived shall be deemed to be cured during the period such waiver is effective; but no such waiver shall extend to any subsequent or other Default or Event of DefaultRequired Lenders;
(c) No amendment, waiver, modification, elimination, or impair any right consequent thereon. Notwithstanding consent shall amend, without written consent of Agent, Borrowers and the foregoingSupermajority Lenders, modify, or eliminate the Issuing Lender and Borrower may amend definition of Borrowing Base or any of the L/Cdefined terms (including the definitions of Eligible Accounts, Eligible Cash, Eligible Finished Goods Inventory, Eligible Raw Material Inventory, Eligible Work-Related in-Process Inventory, Eligible In-Transit Inventory and Eligible Inventory) that are used in such definition to the extent that any such change results in more credit being made available to Borrowers based upon the Borrowing Base, but not otherwise, or the definition of Maximum Revolver Amount, or change Section 2.1(c);
(d) No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or the other Loan Documents without the consent of the Administrative Agent pertaining to Issuing Bank, or any other Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve rights or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent duties of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Revolving Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) 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.
(b) Notwithstanding anything to the contrary contained in Section 10.1(a) above, in the event that Borrower or any other Loan Party, as applicable, requests that Issuing Bank under this Agreement or any of the other Loan Documents, as applicable, be amended or otherwise modified in a manner which would require without the written consent of all of the Lenders and such amendment or other modification is agreed to by Borrower and/or such other Loan PartyIssuing Bank, as applicable, the Required Lenders and the Administrative Agent, thenBorrowers, with the consent of Borrower and/or such other Loan Party, as applicable, the Administrative Agent and the Required Lenders;
(e) No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or such the other Loan DocumentDocuments pertaining to Swing Lender, as applicable, may be amended without the consent or any other rights or duties of the Swing Lender or Lenders who are unwilling to agree to such amendment or other modification (each, a “Minority Lender”), to provide for:
(i) the termination of the Commitments of each such Minority Lender;
(ii) the assumption of the Loans and Commitments of each such Minority Lender by one or more Replacement Lenders pursuant to the provisions of Section 2.23; and
(iii) the payment of all interest, fees and other obligations payable or accrued in favor of each Minority Lender and such other modifications to under this Agreement or to such the other Loan Documents as BorrowerDocuments, the Administrative Agent and the Required Lenders may determine to be appropriate in connection therewith.
(c) Notwithstanding any provision herein to the contrary, this Agreement may be amended (or amended and restated) with without the written consent of Swing Lender, Agent, Borrowers, and the Required Lenders, ; and
(f) Anything in this Section 14.1 to the Administrative Agent, Holdings, and Borrowercontrary notwithstanding, (i) to add one or more additional credit or term loan facilities to this Agreement and to permit all such additional extensions of credit and all related obligations and liabilities arising in connection therewith and from time to time outstanding thereunder to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders and Majority Revolving Lenders or Majority Term Lenders, as applicable; provided that such amendments (or amendments and restatements) shall in all other respects comply with the provisions of Section 10.1(a) above.
(d) Notwithstanding any provision herein to the contrary, any Bank Services Agreement may be amended or otherwise modified by the parties thereto in accordance with the terms thereof without the consent of the Administrative Agent or any Lender.
(e) Notwithstanding any provision herein or in any Loan Document to the contrary, no amendment, supplement, modification, consent elimination, waiver, consent, termination, or waiver release of, or with respect to, any provision of this Agreement or any other Loan Document altering that relates only to the ratable treatment relationship of Obligations the Lender Group among themselves, and that does not affect the rights or security provided for hereunder obligations of any Loan Party, shall not require consent by or the agreement of any Loan Party, (ii) any amendment, waiver, modification, elimination, or consent of or with respect to any provision of this Agreement or any other Loan Document arising under Specified Swap Agreements may be entered into without the consent of, or Bank Services resulting in such Obligations being junior in right of payment to principal on over the Loans or resulting in the Obligations owing to objection of, any Qualified Counterparty or provider of Bank Services becoming unsecured (Defaulting Lender other than releases any of Liens permitted the matters governed by Section 14.1(a)(i) through (iii) that affect such Lender, (iii) any amendment contemplated by Section 2.12(d)(iii) of this Agreement in accordance connection with Section 10.16), in each case in a manner adverse to any Qualified Counterparty or provider of Bank Services, as applicable, Benchmark Transition Event shall be effective without as contemplated by such Section 2.12(d)(iii) hereof and (iv) any amendment contemplated by Section 2.6(g) of this Agreement in connection with the written consent use or administration of such Qualified Counterparty or provider of Bank Services, as applicable.
(f) Notwithstanding any other provision herein to the contrary, no consent of any Lender (or other Secured Party other than the Administrative Agent) Term SOFR shall be required to effectuate any amendment to implement any Incremental Term Facility permitted effective as contemplated by such Section 2.27. 2.6(g).
Appears in 1 contract
1Amendments and Waivers. (ai) Neither this Agreement, nor any other Loan Document (other than any L/C-Related Document and the Fee Letter)Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.110.01. The Required Lenders and each Loan Party party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (ia) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights or obligations of the Agent, the Lenders or of the Loan Parties hereunder or thereunder or (iib) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, Agent may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided provided, however, that no such waiver and no such amendment, supplement or modification shall shall:
(A1) forgive increase the principal amount or extend the final scheduled date of maturity Term Loan of any LoanLender without the written Consent of such Xxxxxx;
(2) as to any Lender, extend postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment (including the scheduled date Maturity Date) or mandatory prepayment of principal, interest, fees or other amounts due hereunder or under any amortization payment in respect of the other Loan Documents without the written Consent of such Lender;
(3) as to any Term LoanLender, reduce the stated rate of any interest principal of, or fee payable hereunder (except that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest specified herein on, any Term Loan held by such Lender, or fees for purposes of this (subject to clause (A)iv) of the second proviso to this Section 10.01) any fees or extend other amounts payable hereunder or under any other Loan Document to or for the scheduled date account of any payment thereofsuch Lender, or increase the amount or extend the expiration date of any Lender’s Revolving Commitment or Term Commitment, in each case without the written consent of each Lender directly affected thereby (it being agreed that an increase in (x) the Total Revolving Commitments and (y) the aggregate principal amount of the Term Commitments and Term Loans shall also require the consent of the Required Lenders); (B) eliminate or reduce the voting rights of any Lender under this Section 10.1 without the written consent Consent of such Lender; (C) reduce any percentage specified in provided, however, 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;
(4) as to any Lender, 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 such Lender;
(5) change any provision of this Section or the definition of “Required Lenders”, consent to the assignment or transfer by Borrower any other provision hereof or of any Loan Document specifying the number or percentage of its Lenders required to amend, waive or otherwise modify any rights and obligations hereunder or under this Agreement and the any other Loan DocumentsDocument or make any determination or grant any consent hereunder or thereunder, without the written Consent of each Lender;
(6) except as expressly permitted hereunder or under any other Loan Document, release, or limit the liability of, any Loan Party without the written Consent of each Lender;
(7) except for Dispositions permitted under Section 7.04 or Section 7.05 or as provided in Section 9.10, release all or substantially all of the Collateral, contractually subordinate Collateral from the Obligations or the Administrative Agent’s Lien on all or substantially all Liens of the Collateral or release or subordinate all or substantially all of the value of the guarantees provided by the Guarantors under the Guarantee and Collateral Agreement, in each case Security Documents without the written consent of all Lenders; (D) (i) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Revolving Lenders without the written consent Consent of each Revolving Lender or Lender;
(ii) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of each Term Lender and/or, as applicable, each L/C Lender; (E) reduce the percentage specified in the definition of Majority Revolving Lenders without the consent of all Revolving Lenders or reduce the percentage specified in the definition of Majority Term Lenders without the written consent of all Term Lenders; (F) amend, modify or waive any provision of Section 9 without the written consent of the Administrative Agent; (G) 8) [reserved]; and
(H9) amendexcept as expressly permitted herein or in any other Loan Document, modify or waive any provision of Section 3 without subordinate the written consent of the Issuing Lender; (I) [reserved]; (J) amend, modify or waive any provision of Section 10.6(b)(v) to permit assignments to a Loan Party or any Affiliates or Subsidiary thereof without the written consent of each Lender; or (K) (i) amend or modify the application of prepayments set forth in Section 2.12(g) Obligations hereunder or the application of payments set forth in Section 8.3 without the written consent of all Lenders, Liens granted hereunder or (ii) subject to any applicable agreement among the Lenders, amend or modify the application of payments provisions set forth in Section 8.3 in a manner that adversely affects the Issuing Lender, provider of Bank Services or any Qualified Counterparty, as applicable, without the written consent of the Issuing Lender, Bank Services Provider or each such Qualified Counterparty, as applicable. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent, the Issuing Lender, Bank Services Provider, each Qualified Counterparty, and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured during the period such waiver is effective; but no such waiver shall extend to any subsequent other Indebtedness or other Default or Event of DefaultLien, or impair any right consequent thereon. Notwithstanding as the foregoing, the Issuing Lender and Borrower case may amend any of the L/C-Related Documents be without the consent written Consent of the Administrative Agent or any other each Lender. Notwithstanding anything to the contrary herein; and, provided further, that (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent Consent shall, unless in writing and signed by the Agent in addition to the Lenders required above, affect the rights or duties of any Agent under this Agreement or any other Loan Document; (ii) [reserved], and (iii) no Consent is required to effect any amendment or supplement to the Subordination Agreement, (A) that is solely for the purpose of adding the holders of Indebtedness incurred or issued pursuant to an Amendment or Refinancing of the ABL Credit Agreement (or any agent or trustee of such holders) as parties thereto, as permitted under Section 7.03(n) (it being understood that any such amendment or supplement may make such other changes to the Subordination Agreement as, in the good faith determination of the Agent, are required to effectuate the foregoing and provided that such other changes are not adverse to the interests of the Lenders) or (B) that is expressly contemplated by the Subordination Agreement with respect to an Amendment or Refinancing of the ABL Credit Agreement permitted under Section 7.03(u) (or the comparable provisions, if any, of any successor intercreditor agreement with respect to an Amendment or Refinancing of the ABL Credit Agreement permitted under Section 7.03(u); provided further that no such agreement shall, pursuant to this clause (v), amend, modify or otherwise affect the rights or duties of the Agent hereunder (and or under any amendment, waiver or consent which by its terms requires other Loan Document without the consent of all Lenders or each affected Lender may be effected with the prior written consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Revolving Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) 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 LenderAgent.
(bii) Notwithstanding anything to the contrary contained in Section 10.1(a) above, in the event that Borrower this Agreement or any other Loan PartyDocument, as applicableany Loan Document may be amended, requests that this Agreement or any of the other Loan Documents, as applicable, be amended or otherwise modified in a manner which would require the consent of all of the Lenders supplemented and such amendment or other modification is agreed to by Borrower and/or such other Loan Party, as applicable, the Required Lenders and the Administrative Agent, then, waived with the consent of the Agent at the request of the Borrower and/or such other Loan Party, as applicable, without the Administrative Agent and the Required Lenders, this Agreement or such other Loan Document, as applicable, may be amended without need to obtain the consent of the any other Lender if such amendment, supplement or Lenders who are unwilling to agree to such amendment or other modification (each, a “Minority Lender”), to provide for:
(i) the termination of the Commitments of each such Minority Lender;
(ii) the assumption of the Loans and Commitments of each such Minority Lender by one or more Replacement Lenders pursuant to the provisions of Section 2.23; and
(iii) the payment of all interest, fees and other obligations payable or accrued waiver is delivered in favor of each Minority Lender and such other modifications to this Agreement or to such Loan Documents as Borrower, the Administrative Agent and the Required Lenders may determine to be appropriate in connection therewith.
(c) Notwithstanding any provision herein to the contrary, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings, and Borrower, order (i) to add one comply with local Requirement of Law or more additional credit advice of local counsel, (ii) to cure ambiguities, mistakes or term loan facilities defects or (iii) to this Agreement and cause any Loan Document to permit all such additional extensions of credit and all related obligations and liabilities arising in connection therewith and from time to time outstanding thereunder to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of be consistent with this Agreement and the other Loan Documents Documents.
(iii) If any Lender (other than Xxx Xxxxx) does not Consent (a “Non-Consenting Lender”) to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the obligations Consent of each Lender and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and that has been approved by the Required Lenders, the Lenders providing Borrower may replace such additional credit facilities to participate Non-Consenting Lender in any required vote or action required to be approved by the Required Lenders and Majority Revolving Lenders or Majority Term Lenders, as applicableaccordance with Section 10.13; provided that such amendments (or amendments and restatements) shall in all other respects comply with the provisions of Section 10.1(a) above.
(d) Notwithstanding any provision herein to the contrary, any Bank Services Agreement may be amended or otherwise modified by the parties thereto in accordance with the terms thereof without the consent of the Administrative Agent or any Lender.
(e) Notwithstanding any provision herein or in any Loan Document to the contrary, no amendment, supplement, modificationwaiver, consent or waiver release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrower to be made pursuant to this Agreement or any Loan Document altering the ratable treatment of Obligations or security provided for hereunder or any Loan Document arising under Specified Swap Agreements or Bank Services resulting in such Obligations being junior in right of payment to principal on the Loans or resulting in the Obligations owing to any Qualified Counterparty or provider of Bank Services becoming unsecured (other than releases of Liens permitted in accordance with Section 10.16paragraph), in each case in a manner adverse to any Qualified Counterparty or provider of Bank Services, as applicable, shall be effective without the written consent of such Qualified Counterparty or provider of Bank Services, as applicable.
(f) Notwithstanding any other provision herein to the contrary, no consent of any Lender (or other Secured Party other than the Administrative Agent) shall be required to effectuate any amendment to implement any Incremental Term Facility permitted by Section 2.27.
Appears in 1 contract
1Amendments and Waivers. (a) Neither No amendment, waiver or other modification of any provision of this Agreement, nor Agreement or any other Loan Document (other than any L/C-Related Document amendment to effect an Increase contemplated by Section 2.14 and any amendment or modification to the Fee Engagement Letter), nor and no consent with respect to any terms hereof departure by Parent or thereof may any Borrower therefrom, shall be amendedeffective unless the same shall be in writing and signed by the Required Lenders (or by Agent at the written request of the Required Lenders) and the Loan Parties that are party thereto and then any such waiver or consent shall be effective, supplemented but only in the specific instance and for the specific purpose for which given; provided, that no such waiver, amendment, or modified consent shall, unless in writing and signed by all of the Lenders directly affected thereby and all of the Loan Parties that are party thereto, do any of the following:
(i) increase the amount of or extend the expiration date of any Commitment of any Lender or amend, modify, or eliminate the last sentence of Section 2.4(c)(i),
(ii) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document,
(iii) reduce the principal of, or the rate of interest on, any loan or other extension of credit hereunder, or reduce any fees or other amounts payable hereunder or under any other Loan Document (except (y) in accordance connection with the provisions waiver of this applicability of Section 10.1. The Required Lenders and each Loan Party party to the relevant Loan Document may, or, 2.6(c) (which waiver shall be effective with the written consent of the Required Lenders), the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (iz) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided that no such waiver and no such amendment, supplement or modification shall (A) forgive the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or a reduction of fees for purposes of this clause (Aiii)),
(iv) or extend the scheduled date of any payment thereofamend, modify, or increase eliminate this Section or any provision of this Agreement providing for consent or other action by all Lenders or affected Lenders,
(v) amend, modify, or eliminate Section 3.1 or 3.2,
(vi) amend, modify, or eliminate Section 15.11,
(vii) other than as permitted by Section 15.11, release or contractually subordinate Agent’s Lien in and to any of the amount Collateral (other than to the extent such release or extend subordination is required by the expiration date of any Lender’s Revolving Commitment or Term CommitmentABL/Notes Intercreditor Agreement, in each which case without the written consent of each Lender directly affected thereby (it being agreed that an increase in (x) the Total Revolving Commitments and (y) the aggregate principal amount of the Term Commitments and Term Loans shall also require the no consent of the Lenders shall be required),
(viii) amend, modify, or eliminate the definitions of “Required Lenders); ”, “Supermajority Lenders” or “Pro Rata Share”,
(Bix) eliminate other than in connection with a merger, liquidation, dissolution or reduce the voting rights of any Lender under this Section 10.1 without the written consent sale of such Lender; (C) reduce Person expressly permitted by the terms hereof or the other Loan Documents, release any percentage specified in Borrower or any Guarantor from any obligation for the definition payment of Required Lenders, money or consent to the assignment or transfer by any Borrower or any Guarantor of any of its rights and obligations or duties under this Agreement and or the other Loan Documents,
(x) amend, release all modify, or substantially all eliminate any of the provisions of Section 2.4(b)(i), (ii) or (iii) or Section 2.4(e) or (f),
(xi) at any time that any Real Property is included in the Collateral, contractually subordinate add, increase, renew or extend any Loan, Letter of Credit or Commitment hereunder until the Obligations completion of flood due diligence, documentation and coverage as required by the Flood Laws or the Administrative Agent’s Lien on as otherwise satisfactory to all Lenders, or
(xii) amend, modify, or substantially all eliminate any of the Collateral provisions of Section 13.1 with respect to assignments to, or release participations with, Persons who are Loan Parties, Affiliates of a Loan Party, or subordinate all Sponsor Affiliated Entities;
(b) No amendment, waiver, modification, or substantially all of the value of the guarantees provided by the Guarantors under the Guarantee and Collateral Agreementconsent shall amend, in each case without the written consent of all Lenders; (D) modify, waive, or eliminate,
(i) amendthe definition of, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of terms or provisions of, the Lenders with respect to payments in a manner that adversely affects Revolving Lenders without the written consent of each Revolving Lender or (ii) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of each Term Lender and/or, as applicable, each L/C Lender; (E) reduce the percentage specified in the definition of Majority Revolving Lenders without the consent of all Revolving Lenders or reduce the percentage specified in the definition of Majority Term Lenders without the written consent of all Term Lenders; (F) amend, modify or waive any provision of Section 9 without the written consent of the Administrative Agent; (G) [reserved]; (H) amend, modify or waive any provision of Section 3 without the written consent of the Issuing Lender; (I) [reserved]; (J) amend, modify or waive any provision of Section 10.6(b)(v) to permit assignments to a Loan Party or any Affiliates or Subsidiary thereof without the written consent of each Lender; or (K) (i) amend or modify the application of prepayments set forth in Section 2.12(g) or the application of payments set forth in Section 8.3 without the written consent of all Lenders, or (ii) subject to any applicable agreement among the Lenders, amend or modify the application of payments provisions set forth in Section 8.3 in a manner that adversely affects the Issuing Lender, provider of Bank Services or any Qualified Counterparty, as applicableEngagement Letter, without the written consent of Agent and Borrowers (and shall not require the Issuing Lender, Bank Services Provider or each such Qualified Counterparty, as applicable. Any such waiver and written consent of any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative ),
(ii) any provision of Section 15 pertaining to Agent, the Issuing Lender, Bank Services Provider, each Qualified Counterparty, and all future holders or any other rights or duties of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under this Agreement or the other Loan Documents, without the written consent of Agent, Borrowers, and any Default or Event of Default waived shall be deemed to be cured during the period such waiver is effective; but no such waiver shall extend to any subsequent or other Default or Event of DefaultRequired Lenders;
(c) No amendment, waiver, modification, elimination, or impair any right consequent thereon. Notwithstanding the foregoingconsent shall amend, the Issuing Lender and Borrower may amend any of the L/C-Related Documents without the written consent of Agent, Borrowers and the Administrative Agent Supermajority Lenders, increase the advance rates set forth in the definition of Borrowing Base or add new categories of eligible assets;
(d) No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or the other Loan Documents pertaining to Issuing Bank, or any other Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve rights or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent duties of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Revolving Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) 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.
(b) Notwithstanding anything to the contrary contained in Section 10.1(a) above, in the event that Borrower or any other Loan Party, as applicable, requests that Issuing Bank under this Agreement or any of the other Loan Documents, as applicable, be amended or otherwise modified in a manner which would require without the written consent of all of the Lenders and such amendment or other modification is agreed to by Borrower and/or such other Loan PartyIssuing Bank, as applicable, the Required Lenders and the Administrative Agent, thenBorrowers, with the consent of Borrower and/or such other Loan Party, as applicable, the Administrative Agent and the Required Lenders;
(e) No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or such the other Loan DocumentDocuments pertaining to Swing Lender, as applicable, may be amended without the consent or any other rights or duties of the Swing Lender or Lenders who are unwilling to agree to such amendment or other modification (each, a “Minority Lender”), to provide for:
(i) the termination of the Commitments of each such Minority Lender;
(ii) the assumption of the Loans and Commitments of each such Minority Lender by one or more Replacement Lenders pursuant to the provisions of Section 2.23; and
(iii) the payment of all interest, fees and other obligations payable or accrued in favor of each Minority Lender and such other modifications to under this Agreement or to such the other Loan Documents as BorrowerDocuments, the Administrative Agent and the Required Lenders may determine to be appropriate in connection therewith.
(c) Notwithstanding any provision herein to the contrary, this Agreement may be amended (or amended and restated) with without the written consent of Swing Lender, Agent, Borrowers, and the Required Lenders, ; and
(f) Anything in this Section 14.1 to the Administrative Agent, Holdings, and Borrowercontrary notwithstanding, (i) to add one or more additional credit or term loan facilities to this Agreement and to permit all such additional extensions of credit and all related obligations and liabilities arising in connection therewith and from time to time outstanding thereunder to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders and Majority Revolving Lenders or Majority Term Lenders, as applicable; provided that such amendments (or amendments and restatements) shall in all other respects comply with the provisions of Section 10.1(a) above.
(d) Notwithstanding any provision herein to the contrary, any Bank Services Agreement may be amended or otherwise modified by the parties thereto in accordance with the terms thereof without the consent of the Administrative Agent or any Lender.
(e) Notwithstanding any provision herein or in any Loan Document to the contrary, no amendment, supplement, modification, consent elimination, waiver, consent, termination, or waiver release of, or with respect to, any provision of this Agreement or any other Loan Document altering that relates only to the ratable treatment relationship of Obligations the Lender Group among themselves, and that does not affect the rights or security provided for hereunder obligations of any Loan Party, shall not require consent by or the agreement of any Loan Party, (ii) any amendment, waiver, modification, elimination, or consent of or with respect to any provision of this Agreement or any other Loan Document arising under Specified Swap Agreements may be entered into without the consent of, or Bank Services resulting in such Obligations being junior in right of payment to principal on over the Loans or resulting in the Obligations owing to objection of, any Qualified Counterparty or provider of Bank Services becoming unsecured (Defaulting Lender other than releases any of Liens permitted the matters governed by Section 14.1(a)(i) through (iii) that affect such Lender, (iii) any amendment contemplated by Section 2.12(d)(iii) of this Agreement in accordance connection with Section 10.16), in each case in a manner adverse to any Qualified Counterparty or provider of Bank Services, as applicable, Benchmark Transition Event shall be effective without as contemplated by such Section 2.12(d)(iii) hereof and (iv) any amendment contemplated by Section 2.6(g) of this Agreement in connection with the written consent use or administration of such Qualified Counterparty or provider of Bank Services, as applicable.
(f) Notwithstanding any other provision herein to the contrary, no consent of any Lender (or other Secured Party other than the Administrative Agent) Term SOFR shall be required to effectuate any amendment to implement any Incremental Term Facility permitted effective as contemplated by such Section 2.27. 2.6(g).
Appears in 1 contract
1Amendments and Waivers. (a) Neither Except as set forth in Section 2.10(d), neither this Agreement, nor any Note or any other Loan Document (other than any L/C-Related Document and the Fee Letter)Document, nor any terms hereof or of thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1subsection. The Required Lenders and each Loan Party party to the relevant Loan Document may, or, with With the written consent of the Required LendersBanks, the Administrative Agent and each Loan Party party to the relevant Loan Document Borrower may, from time to time, (i) enter into written amendments, supplements or modifications hereto and to the Notes and the other Loan Documents for the purpose of adding any provisions to this Agreement or the Notes or the other Loan Documents or changing in any manner the rights of the Lenders Banks or of the Loan Parties Borrower hereunder or thereunder or (ii) waivewaiving, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, Agent may specify in such instrument, any of the requirements of this Agreement or the Notes or the other Loan Documents or any Default or Event of Default and its consequences; provided provided, however, that no such waiver and no such amendment, supplement or modification shall directly or indirectly (Aa) forgive the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A)) or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date maturity of any LenderNote or any installment thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any Fees payable to any Bank hereunder, or change the duration or amount of any Bank’s Revolving Commitment or Term Commitment, in each case without the written consent of each Lender directly affected thereby (it being agreed that an increase in (x) the Total Revolving Commitments and (y) the aggregate principal amount of the Term Commitments and Term Loans shall also require the consent of the Required Lenders); Bank affected thereby or (Bb) eliminate amend, modify or waive any provision of this Section 9.1 or reduce the voting rights of any Lender under this Section 10.1 without the written consent of such Lender; (C) reduce any percentage percentages specified in the definition of Required Lenders, Banks or consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement Agreement, the Notes and the other Loan DocumentsDocuments or subordinate, release all or substantially all have the effect of subordinating, the Collateral, contractually subordinate the Obligations or the Administrative Agent’s Lien on all or substantially all of the Collateral or release or subordinate all or substantially all of the value of the guarantees provided by the Guarantors under the Guarantee Loans and Collateral Agreementother obligations hereunder to any other Debt for borrowed money, in each case without the written consent of all Lenders; the Banks, (D) (i) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Revolving Lenders without the written consent of each Revolving Lender or (ii) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of each Term Lender and/or, as applicable, each L/C Lender; (E) reduce the percentage specified in the definition of Majority Revolving Lenders without the consent of all Revolving Lenders or reduce the percentage specified in the definition of Majority Term Lenders without the written consent of all Term Lenders; (Fc) amend, modify or waive any provision of Section 9 2.2 without the written consent of the Administrative Agent; then Swing Line Bank or (G) [reserved]; (Hd) amend, modify or waive any provision of Section 3 8 without the written consent of the Issuing Lender; (I) [reserved]; (J) amend, modify or waive any provision of Section 10.6(b)(v) to permit assignments to a Loan Party or any Affiliates or Subsidiary thereof without the written consent of each Lender; or (K) (i) amend or modify the application of prepayments set forth in Section 2.12(g) or the application of payments set forth in Section 8.3 without the written consent of all Lenders, or (ii) subject to any applicable agreement among the Lenders, amend or modify the application of payments provisions set forth in Section 8.3 in a manner that adversely affects the Issuing Lender, provider of Bank Services or any Qualified Counterparty, as applicable, without the written consent of the Issuing Lender, Bank Services Provider or each such Qualified Counterparty, as applicablethen Agent. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders Banks and shall be binding upon the Loan PartiesBorrower, the LendersBanks, the Administrative Agent, the Issuing Lender, Bank Services Provider, each Qualified Counterparty, Agent and all future holders of the LoansNotes. In the case of any waiver, the Loan PartiesBorrower, the Lenders Banks and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documentsoutstanding Notes, and any Default or Event of Default waived shall be deemed to be cured during the period such waiver is effectiveand not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding Furthermore, notwithstanding the foregoing: (a) the Agent, the Issuing Lender and Borrower may amend any of the L/C-Related Documents without the consent of the Administrative Agent or any other Lender. 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)Borrower, except that (x) the Revolving Commitment of may amend, modify or supplement any Defaulting Lender may not be increased or extended Loan Document without the consent of such Lender and (y) any waiverBank or the Required Banks in order to correct, amendment amend or modification requiring the consent of all Lenders cure any ambiguity, inconsistency or each affected Lender that by its terms affects defect or correct any Defaulting Lender disproportionately adversely relative to typographical error or other affected Lenders shall require the consent of such Defaulting Lender.
manifest error in any Loan Document, (b) Notwithstanding anything no consent with respect to the contrary contained in Section 10.1(a) aboveany amendment, in the event that Borrower modification, waiver or supplement of this Agreement or any other Loan PartyDocument shall be required of any Defaulting Bank, except as applicableprovided in Section 2.17 and (c) in the case of any amendment, requests that modification, waiver or supplement referred to in the proviso of the first paragraph of this Section 9.1, no consent with respect to any amendment, modification, waiver or supplement of this Agreement or any other Loan Document shall be required of any Bank that receives payment in full of the principal of and interest accrued on each Loan made by such Bank, and all other Loan Documents, as applicable, be amended or otherwise modified in a manner which would require the consent of all of the Lenders and such amendment or other modification is agreed amounts owing to by Borrower and/or such other Loan Party, as applicable, the Required Lenders and the Administrative Agent, then, with the consent of Borrower and/or such other Loan Party, as applicable, the Administrative Agent and the Required Lenders, this Agreement or such other Loan Document, as applicable, may be amended without the consent of the Lender or Lenders who are unwilling to agree to such amendment or other modification (each, a “Minority Lender”), to provide for:
(i) the termination of the Commitments of each such Minority Lender;
(ii) the assumption of the Loans and Commitments of each such Minority Lender by one or more Replacement Lenders pursuant to the provisions of Section 2.23; and
(iii) the payment of all interest, fees and other obligations payable or accrued in favor for the account of each Minority Lender and such other modifications to this Agreement or to such Loan Documents as Borrower, the Administrative Agent and the Required Lenders may determine to be appropriate in connection therewith.
(c) Notwithstanding any provision herein to the contrary, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings, and Borrower, (i) to add one or more additional credit or term loan facilities to this Agreement and to permit all such additional extensions of credit and all related obligations and liabilities arising in connection therewith and from time to time outstanding thereunder to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of Bank under this Agreement and the other Loan Documents with Documents, at the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders and Majority Revolving Lenders or Majority Term Lenders, as applicable; provided that such amendments (or amendments and restatements) shall in all other respects comply with the provisions of Section 10.1(a) above.
(d) Notwithstanding any provision herein to the contrary, any Bank Services Agreement may be amended or otherwise modified by the parties thereto in accordance with the terms thereof without the consent of the Administrative Agent or any Lender.
(e) Notwithstanding any provision herein or in any Loan Document to the contrary, no amendment, supplement, modification, consent waiver or waiver of this Agreement or any Loan Document altering supplement becomes effective and whose Commitments terminate by the ratable treatment of Obligations or security provided for hereunder or any Loan Document arising under Specified Swap Agreements or Bank Services resulting in such Obligations being junior in right of payment to principal on terms and upon the Loans or resulting in the Obligations owing to any Qualified Counterparty or provider of Bank Services becoming unsecured (other than releases of Liens permitted in accordance with Section 10.16), in each case in a manner adverse to any Qualified Counterparty or provider of Bank Services, as applicable, shall be effective without the written consent effectiveness of such Qualified Counterparty amendment, modification, waiver or provider of Bank Services, as applicablesupplement.
(f) Notwithstanding any other provision herein to the contrary, no consent of any Lender (or other Secured Party other than the Administrative Agent) shall be required to effectuate any amendment to implement any Incremental Term Facility permitted by Section 2.27.
Appears in 1 contract
1Amendments and Waivers. (ai) Neither this Agreement, nor any other Loan Document (other than any L/C-Related Document and the Fee Letter)Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.110.01. The Required Lenders and each Loan Party party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (ia) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights or obligations of the Agent, the Lenders or of the Loan Parties hereunder or thereunder or (iib) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, Agent may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided provided, however, that no such waiver and no such amendment, supplement or modification shall shall:
(A1) forgive increase the principal amount or extend the final scheduled date of maturity Term Loan of any LoanLender without the written Consent of such Lender;
(2) as to any Lender, extend postpone any date fixed by this Agreement or any other Loan Document for any scheduled payment (including the scheduled date Maturity Date) or mandatory prepayment of principal, interest, fees or other amounts due hereunder or under any amortization payment in respect of the other Loan Documents without the written Consent of such Lender;
(3) as to any Term LoanLender, reduce the stated rate of any interest principal of, or fee payable hereunder (except that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest specified herein on, any Term Loan held by such Lender, or fees for purposes of this (subject to clause (A)iv) of the second proviso to this Section 10.01) any fees or extend other amounts payable hereunder or under any other Loan Document to or for the scheduled date account of any payment thereofsuch Lender, or increase the amount or extend the expiration date of any Lender’s Revolving Commitment or Term Commitment, in each case without the written consent of each Lender directly affected thereby (it being agreed that an increase in (x) the Total Revolving Commitments and (y) the aggregate principal amount of the Term Commitments and Term Loans shall also require the consent of the Required Lenders); (B) eliminate or reduce the voting rights of any Lender under this Section 10.1 without the written consent Consent of such Lender; (C) reduce any percentage specified in provided, however, 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;
(4) as to any Lender, 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 such Lender;
(5) change any provision of this Section or the definition of “Required Lenders”, consent to the assignment or transfer by Borrower any other provision hereof or of any Loan Document specifying the number or percentage of its Lenders required to amend, waive or otherwise modify any rights and obligations hereunder or under this Agreement and the any other Loan DocumentsDocument or make any determination or grant any consent hereunder or thereunder, without the written Consent of each Lender;
(6) except as expressly permitted hereunder or under any other Loan Document, release, or limit the liability of, any Loan Party without the written Consent of each Lender;
(7) except for Dispositions permitted under Section 7.04 or Section 7.05 or as provided in Section 9.10, release all or substantially all of the Collateral, contractually subordinate Collateral from the Obligations or the Administrative Agent’s Lien on all or substantially all Liens of the Collateral or release or subordinate all or substantially all of the value of the guarantees provided by the Guarantors under the Guarantee and Collateral Agreement, in each case Security Documents without the written consent of all Lenders; (D) (i) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Revolving Lenders without the written consent Consent of each Revolving Lender or Lender;
(ii) amend, modify or waive the pro rata requirements of Section 2.18 or 8) increase any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of each Term Lender and/or, as applicable, each L/C Lender; (E) reduce the advance rate percentage specified set forth in the definition of Majority Revolving Lenders without the consent of all Revolving Lenders “Borrowing Base” or reduce the percentage specified in otherwise change the definition of Majority Term Lenders the term “Borrowing Base” or any component definition thereof if as a result thereof the amounts available to be borrowed by the Borrower would be increased, without the written consent of all Term Lenders; (F) amend, modify or waive any provision of Section 9 without the written consent of the Administrative Agent; (G) [reserved]; (H) amend, modify or waive any provision of Section 3 without the written consent of the Issuing Lender; (I) [reserved]; (J) amend, modify or waive any provision of Section 10.6(b)(v) to permit assignments to a Loan Party or any Affiliates or Subsidiary thereof without the written consent of each Lender; or (K) (i) amend or modify the application of prepayments set forth in Section 2.12(g) or the application of payments set forth in Section 8.3 without the written consent Consent of all Lenders, or (ii) subject to any applicable agreement among provided that the Lenders, amend or modify foregoing shall not limit the application of payments provisions set forth in Section 8.3 in a manner that adversely affects the Issuing Lender, provider of Bank Services or any Qualified Counterparty, as applicable, without the written consent discretion of the Issuing LenderAgent to change, Bank Services Provider establish or each such Qualified Counterpartyeliminate any Reserves; and
(9) except as expressly permitted herein or in any other Loan Document, as applicable. Any such waiver and any such amendment, supplement subordinate the Obligations hereunder or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent, the Issuing Lender, Bank Services Provider, each Qualified Counterparty, and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights Liens granted hereunder and or under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured during the period such waiver is effective; but no such waiver shall extend to any subsequent other Indebtedness or other Default or Event of DefaultLien, or impair any right consequent thereon. Notwithstanding as the foregoing, the Issuing Lender and Borrower case may amend any of the L/C-Related Documents be without the consent written Consent of the Administrative Agent or any other each Lender. Notwithstanding anything to the contrary herein; and, provided further, that (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder Consent shall, unless in writing and signed by the Agent in addition to the Lenders required above, affect the rights or duties of any Agent under this Agreement or any other Loan Document; (ii) the Fee Letter and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender Third Amendment Fee Letter may be effected amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, and (iii) no Consent is required to effect any amendment or supplement to the Intercreditor Agreement, (A) that is solely for the purpose of adding the holders of Indebtedness incurred or issued pursuant to an Amendment or Refinancing of the ABL Credit Agreement (or any agent or trustee of such holders) as parties thereto, as contemplated by the terms of the Intercreditor Agreement and permitted under Section 7.03(n) (it being understood that any such amendment or supplement may make such other changes to the Intercreditor Agreement as, in the good faith determination of the Agent, are required to effectuate the foregoing and provided that such other changes are not adverse to the interests of the Lenders) or (B) that is expressly contemplated by the Intercreditor Agreement with respect to an Amendment or Refinancing of the ABL Credit Agreement permitted under Section 7.03(n) (or the comparable provisions, if any, of any successor intercreditor agreement with respect to an Amendment or Refinancing of the ABL Credit Agreement permitted under Section 7.03(n); provided further that no such agreement shall, pursuant to this clause (v), amend, modify or otherwise affect the rights or duties of the Agent hereunder or under any other Loan Document without the prior written consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Revolving Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) 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 LenderAgent.
(bii) Notwithstanding anything to the contrary contained in Section 10.1(a) above, in the event that Borrower this Agreement or any other Loan PartyDocument, as applicableany Loan Document may be amended, requests that this Agreement or any of the other Loan Documents, as applicable, be amended or otherwise modified in a manner which would require the consent of all of the Lenders supplemented and such amendment or other modification is agreed to by Borrower and/or such other Loan Party, as applicable, the Required Lenders and the Administrative Agent, then, waived with the consent of the Agent at the request of the Borrower and/or such other Loan Party, as applicable, without the Administrative Agent and the Required Lenders, this Agreement or such other Loan Document, as applicable, may be amended without need to obtain the consent of the any other Lender if such amendment, supplement or Lenders who are unwilling to agree to such amendment or other modification (each, a “Minority Lender”), to provide for:
(i) the termination of the Commitments of each such Minority Lender;
(ii) the assumption of the Loans and Commitments of each such Minority Lender by one or more Replacement Lenders pursuant to the provisions of Section 2.23; and
(iii) the payment of all interest, fees and other obligations payable or accrued waiver is delivered in favor of each Minority Lender and such other modifications to this Agreement or to such Loan Documents as Borrower, the Administrative Agent and the Required Lenders may determine to be appropriate in connection therewith.
(c) Notwithstanding any provision herein to the contrary, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings, and Borrower, order (i) to add one comply with local Requirement of Law or more additional credit advice of local counsel, (ii) to cure ambiguities, mistakes or term loan facilities defects or (iii) to this Agreement and cause any Loan Document to permit all such additional extensions of credit and all related obligations and liabilities arising in connection therewith and from time to time outstanding thereunder to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of be consistent with this Agreement and the other Loan Documents Documents.
(iii) If any Lender (other than Crystal) does not Consent (a “Non-Consenting Lender”) to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the obligations Consent of each Lender and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and that has been approved by the Required Lenders, the Lenders providing Borrower may replace such additional credit facilities to participate Non-Consenting Lender in any required vote or action required to be approved by the Required Lenders and Majority Revolving Lenders or Majority Term Lenders, as applicableaccordance with Section 10.13; provided that such amendments (or amendments and restatements) shall in all other respects comply with the provisions of Section 10.1(a) above.
(d) Notwithstanding any provision herein to the contrary, any Bank Services Agreement may be amended or otherwise modified by the parties thereto in accordance with the terms thereof without the consent of the Administrative Agent or any Lender.
(e) Notwithstanding any provision herein or in any Loan Document to the contrary, no amendment, supplement, modificationwaiver, consent or waiver release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrower to be made pursuant to this Agreement or any Loan Document altering the ratable treatment of Obligations or security provided for hereunder or any Loan Document arising under Specified Swap Agreements or Bank Services resulting in such Obligations being junior in right of payment to principal on the Loans or resulting in the Obligations owing to any Qualified Counterparty or provider of Bank Services becoming unsecured (other than releases of Liens permitted in accordance with Section 10.16paragraph), in each case in a manner adverse to any Qualified Counterparty or provider of Bank Services, as applicable, shall be effective without the written consent of such Qualified Counterparty or provider of Bank Services, as applicable.
(f) Notwithstanding any other provision herein to the contrary, no consent of any Lender (or other Secured Party other than the Administrative Agent) shall be required to effectuate any amendment to implement any Incremental Term Facility permitted by Section 2.27.
Appears in 1 contract
1Amendments and Waivers. .
(a) Neither this Agreement, nor any other Loan Document (other than any L/C-C Related Document and the Fee LetterLetters), nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1. The Except as otherwise permitted pursuant to Section 2.14(b), the Required Lenders and each Loan Party party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (i) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided however, that no such waiver and no such amendment, supplement or modification shall (A) forgive the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except that (x) any amendment or modification of defined terms used in the financial covenants in this Agreement or any waiver of default interest (or a waiver of any Default or Event of Default that results in interest no longer accruing at the default rate) shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A) and (y) only the consent of the Borrower and the Administrative Agent shall be required to amend this Agreement to provide for an alternative benchmark interest rate for loans and such other related changes in accordance with Section 2.14(b)) or extend the scheduled date of any payment thereofInterest Payment Date, or increase the amount or extend the expiration date of any Lender’s Revolving Commitment or Term Commitment, in each case without the written consent of each Lender directly affected thereby (it being agreed thereby; provided, that an increase in (x) the Total Revolving Commitments and (y) the aggregate principal amount of the Term Commitments and Term Loans shall also require the consent of the Required Lenders)Lenders shall not be required to extend the maturity date of any Incremental Term Loan or the termination date of any Revolving Commitment which extension shall require only the consent of each affected Lender; (B) eliminate or reduce the voting rights of any Lender under this Section 10.1 without the written consent of such Lender; (C) (i) amend, modify or waive the provisions of Section 8.3, (ii) [reserved], (iii) reduce any percentage specified in the definition of Required Lenders, consent to the assignment (iv) [reserved], or transfer by Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, (v) release all or substantially all of the Collateral, contractually subordinate the Obligations Collateral (except with respect to Dispositions and releases of Collateral permitted or required hereunder or as provided in any other Loan Document (in which case such release shall be made by the Administrative Agent’s Lien on Agent alone)) or release all or substantially all of the Guarantors from their obligations under the Guarantee and Collateral Agreement, including any assignment by the Borrower of its Obligations hereunder that would result in all or substantially all of the Collateral ceasing to secure the Obligations or otherwise have the effect of such a release, (except to the extent such release or subordinate all or substantially all of the value of the guarantees provided is otherwise permitted by the Guarantors under terms of this Agreement or the Guarantee and Collateral Agreementother Loan Documents (in which case such release shall be made by the Administrative Agent alone)), in each case of subclauses (i) through (v), without the written consent of all LendersLenders except as otherwise expressly noted in such subclauses; (D) (i) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments 2.15 in a manner that adversely affects Revolving Lenders or the L/C Issuer without the written consent of each Revolving Lender or Lender, (ii) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of each Term Lender and/or, as applicable, each L/C Lender[reserved]; (E) reduce the percentage specified in the definition of Majority Revolving Lenders without the written consent of all Revolving Lenders or reduce the percentage specified in the definition of Majority Term Lenders without the written consent of all Term Lenders; (F) amend, modify or waive any provision of Section 9 without the written consent of the Administrative Agent; or (G) [reserved]; (H) amend, modify or waive any provision of Section 3 without the written consent rights or duties of the Issuing Lender; (I) [reserved]; (J) amend, modify or waive any provision of Section 10.6(b)(v) to permit assignments to a Loan Party or any Affiliates or Subsidiary thereof without the written consent of each Lender; or (K) (i) amend or modify the application of prepayments set forth in Section 2.12(g) Swing Lender or the application of payments set forth in Section 8.3 without the written consent of all Lenders, or (ii) subject to any applicable agreement among the Lenders, amend or modify the application of payments provisions set forth in Section 8.3 in a manner that adversely affects the Issuing Lender, provider of Bank Services or any Qualified CounterpartyL/C Issuer, as applicable, without unless signed by the written consent of the Issuing Lender, Bank Services Provider Swing Lender or each such Qualified CounterpartyL/C Issuer, as applicable. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent, the Issuing Swing Lender, Bank Services Provider, each Qualified Counterparty, the L/C Issuer and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing during the period such waiver is effective; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding No amendment, modification or waiver of this Agreement or any Loan Document altering the foregoingratable treatment of Obligations under Bank Services Agreements and Specified Swap Agreements resulting in such Obligations being junior in right of payment to principal on the Loans or resulting in such Obligations under Bank Services Agreements and Specified Swap Agreements becoming unsecured (other than releases of Liens applicable to all Lenders permitted in accordance with the terms hereof), the Issuing Lender and Borrower may amend in each case in a manner adverse to any of the L/C-Related Documents Bank Services Provider or Qualified Counterparty, shall be effective without the consent of the Administrative Agent or any other Lender. 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) the Revolving Commitment of any Defaulting Lender may not be increased or extended without the written consent of such Lender and (y) any waiverBank Services Provider or Qualified Counterparty, amendment or modification requiring as 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.case may be.
(b) Notwithstanding anything to the contrary contained in Section 10.1(a) above), in the event that the Borrower or any other Loan Party, as applicable, requests that this Agreement or any of the other Loan Documents, as applicable, Documents be amended or otherwise modified in a manner which would require the consent of all of the Lenders or each affected Lender and such amendment or other modification is agreed to by Borrower and/or such other Loan Party, as applicablethe Borrower, the Required Lenders Lenders, the L/C Issuer, the Swing Lender and the Administrative Agent, then, with the consent of Borrower and/or such other Loan Party, as applicablethe Borrower, the Administrative Agent and the Required Lenders, this Agreement or such other Loan Document, as applicable, Document may be amended without the consent of the Lender or Lenders who are unwilling to agree to such amendment or other modification (each, a “Minority Lender”), to provide for:
(i) the termination of the Commitments Commitment of each such Minority Lender;Lender with the consent of Administrative Agent, not to be unreasonably withheld or delayed;
(ii) the assumption of the Loans and Commitments Commitment of each such Minority Lender by one or more Replacement Lenders pursuant to the provisions of Section 2.232.20; and and
(iii) the payment of all interest, fees and other obligations payable or accrued in favor of each Minority Lender and such other modifications to this Agreement or to such Loan Documents as the Borrower, the Administrative Agent Agent, the L/C Issuer, the Swing Lender and the Required Lenders may determine to be appropriate in connection therewith.
(c) Notwithstanding any provision herein to the contrarycontrary but subject to the proviso in Section 10.1(a), this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdingsthe L/C Issuer, the Swing Lender and Borrower, the Borrower (i) to add one or more additional credit or term loan facilities to this Agreement and to permit all such additional extensions of credit and all related obligations and liabilities arising in connection therewith and from time to time outstanding thereunder to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders and Majority Revolving Lenders or Majority Term Lenders, as applicable; provided that such amendments (or amendments and restatements) shall in all other respects comply with the provisions of Section 10.1(a) above.
(d) Notwithstanding any provision herein to the contrary, any Bank Services Agreement may be amended or otherwise modified by the parties thereto in accordance with the terms thereof without the consent of the Administrative Agent or any Lender.
(e) Notwithstanding any provision herein or in any Loan Document to the contrary, no amendment, supplement, modification, consent or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations or security provided for hereunder or any Loan Document arising under Specified Swap Agreements or Bank Services resulting in such Obligations being junior in right of payment to principal on the Loans or resulting in the Obligations owing to any Qualified Counterparty or provider of Bank Services becoming unsecured (other than releases of Liens permitted in accordance with Section 10.16), in each case in a manner adverse to any Qualified Counterparty or provider of Bank Services, as applicable, shall be effective without the written consent of such Qualified Counterparty or provider of Bank Services, as applicable.
(f) Notwithstanding any other provision herein to the contrary, no consent of any Lender (or other Secured Party other than the Administrative Agent) shall be required to effectuate any amendment to implement any Incremental Term Facility permitted by Section 2.27.
Appears in 1 contract
1Amendments and Waivers.
(a) Neither this Agreement, nor any other Loan Document (other than any L/C-Related Document and the Fee LetterDocument), nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1. The Required Lenders and each Loan Party or Limited Recourse Pledgor party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party or Limited Recourse Pledgor party to the relevant Loan Document may, from time to time, (i) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties or Limited Recourse Pledgors hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided that no such waiver and no such amendment, supplement or modification shall (A) forgive the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A)) or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Revolving Commitment or Term Commitment, in each case without the written consent of each Lender directly affected thereby (it being agreed that an increase in (x) the Total Revolving Commitments and (y) the aggregate principal amount of the Term Commitments and Term Loans shall also require the consent of the Required Lenders); (B) eliminate or reduce the voting rights of any Lender under this Section 10.1 without the written consent of such Lender; (C) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral, contractually subordinate the Obligations or the Administrative Agent’s Lien on all or substantially all of the Collateral (or all of the Collateral under the Limited Recourse Pledge Agreements) or release or subordinate all or substantially all of the value of the guarantees provided by the Guarantors under the Guarantee and Collateral Agreement, in each case without the written consent of all Lenders; (D) (i) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Revolving Lenders without the written consent of each Revolving Lender or (ii) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of each Term Lender and/or, as applicable, each L/C Lender; (E) reduce the percentage specified in the definition of Majority Revolving Lenders without the consent of all Revolving Lenders or reduce the percentage specified in the definition of Majority Term Lenders without the written consent of all Term Lenders; (F) amend, modify or waive any provision of Section 9 without the written consent of the Administrative Agent; (G) [reserved]; (H) amend, modify or waive any provision of Section 3 without the written consent of the Issuing Lender; (I) [reserved]; (J) amend, modify or waive any provision of Section 10.6(b)(v) to permit assignments to a Loan Party or any Affiliates or Subsidiary thereof without the written consent of each Lender; or (K) (i) amend or modify the application of prepayments set forth in Section 2.12(g) or the application of payments set forth in Section 8.3 in a manner that adversely affects Revolving Lenders without the written consent of all the Majority Revolving Lenders, (ii) amend or modify the application of prepayments set forth in Section 2.12(g) or the application of payments set forth in Section 8.3 in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of the Majority Term Lenders and, as applicable, the L/C Lenders, or (iiiii) subject to any applicable agreement among the Lenders, amend or modify the application of payments provisions set forth in Section 8.3 in a manner that adversely affects the Issuing Lender, provider of Bank Services or any Qualified Counterparty, as applicable, without the written consent of the Issuing Lender, Bank Services Provider or each such Qualified Counterparty, as applicable. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Limited Recourse Pledgors, the Lenders, the Administrative Agent, the Issuing Lender, Bank Services Provider, each Qualified Counterparty, and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Limited Recourse Pledgors, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured during the period such waiver is effective; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding the foregoing, the Issuing Lender and Borrower may amend any of the L/C-Related Documents without the consent of the Administrative Agent or any other Lender. 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) the Revolving Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) 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.
(b) Notwithstanding anything to the contrary contained in Section 10.1(a) above, in the event that Borrower or any other Loan Party, as applicable, requests that this Agreement or any of the other Loan Documents, as applicable, be amended or otherwise modified in a manner which would require the consent of all of the Lenders and such amendment or other modification is agreed to by Borrower and/or such other Loan Party, as applicable, the Required Lenders and the Administrative Agent, then, with the consent of Borrower and/or such other Loan Party, as applicable, the Administrative Agent and the Required Lenders, this Agreement or such other Loan Document, as applicable, may be amended without the consent of the Lender or Lenders who are unwilling to agree to such amendment or other modification (each, a “Minority Lender”), to provide for:
(i) the termination of the Commitments of each such Minority Lender;;
(ii) the assumption of the Loans and Commitments of each such Minority Lender by one or more Replacement Lenders pursuant to the provisions of Section 2.23; and and
(iii) the payment of all interest, fees and other obligations payable or accrued in favor of each Minority Lender and such other modifications to this Agreement or to such Loan Documents as Borrower, the Administrative Agent and the Required Lenders may determine to be appropriate in connection therewith.
(c) Notwithstanding any provision herein to the contrary, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings, and Borrower, (i) to add one or more additional credit or term loan facilities to this Agreement and to permit all such additional extensions of credit and all related obligations and liabilities arising in connection therewith and from time to time outstanding thereunder to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders and Majority Revolving Lenders or Majority Term Lenders, as applicable; provided that such amendments (or amendments and restatements) shall in all other respects comply with the provisions of Section 10.1(a) above..
(d) Notwithstanding any provision herein to the contrary, any Bank Services Agreement may be amended or otherwise modified by the parties thereto in accordance with the terms thereof without the consent of the Administrative Agent or any Lender.Lender
(e) Notwithstanding any provision herein or in any Loan Document to the contrary, no amendment, supplement, modification, consent or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations or security provided for hereunder or any Loan Document arising under Specified Swap Agreements or Bank Services resulting in such Obligations being junior in right of payment to principal on the Loans or resulting in the Obligations owing to any Qualified Counterparty or provider of Bank Services becoming unsecured (other than releases of Liens permitted in accordance with Section 10.16), in each case in a manner adverse to any Qualified Counterparty or provider of Bank Services, as applicable, shall be effective without the written consent of such Qualified Counterparty or provider of Bank Services, as applicable.
(f) Notwithstanding any other provision herein to the contrary, no consent of any Lender (or other Secured Party other than the Administrative Agent) shall be required to effectuate any amendment to implement any Incremental Term Facility permitted by Section 2.27.
Appears in 1 contract
Samples: Credit Agreement (Enfusion, Inc.)
1Amendments and Waivers. (a) Neither No amendment, waiver or other modification of any provision of this Agreement, nor Agreement or any other Loan Document (other than any L/C-Related Document and Bank Product Agreements or the Fee Letter), nor and no consent with respect to any terms hereof departure by any Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or thereof may by Agent at the written request of the Required Lenders) and the Loan Parties that are party thereto and then any such waiver or consent shall be amendedeffective, supplemented but only in the specific instance and for the specific purpose for which given; provided, that no such waiver, amendment, or modified consent shall, unless in writing and signed by all of the Lenders directly affected thereby and all of the Loan Parties that are party thereto, do any of the following:
(i) increase the amount of or extend the expiration date of any Commitment of any Lender or amend, modify, or eliminate the last sentence of Section 2.4(c)(i),
(ii) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document,
(iii) reduce the principal of, or the rate of interest on, any loan or other extension of credit hereunder, or reduce any fees or other amounts payable hereunder or under any other Loan Document (except (y) in accordance connection with the provisions waiver of this applicability of Section 10.1. The Required Lenders and each Loan Party party to the relevant Loan Document may, or, 2.6(c) (which waiver shall be effective with the written consent of the Required Lenders), the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (iz) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided that no such waiver and no such amendment, supplement or modification shall (A) forgive the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or a reduction of fees for purposes of this clause (Aiii)),
(iv) or extend the scheduled date of any payment thereofamend, modify, or increase eliminate this Section or any provision of this Agreement providing for consent or other action by all Lenders,
(v) amend, modify, or eliminate Section 3.1 or 3.2,
(vi) amend, modify, or eliminate Section 15.11,
(vii) other than as permitted by Section 15.11, release Agent’s Lien in and to any of the amount Collateral,
(viii) amend, modify, or extend eliminate the expiration date definitions of “Required Lenders” or “Pro Rata Share”,
(ix) contractually subordinate any Lenderof Agent’s Revolving Commitment or Term Commitment, in each case without the written consent of each Lender directly affected thereby (it being agreed that an increase in Liens,
(x) the Total Revolving Commitments and (y) the aggregate principal amount of the Term Commitments and Term Loans shall also require the consent of the Required Lenders); (B) eliminate other than in connection with a merger, liquidation, dissolution or reduce the voting rights of any Lender under this Section 10.1 without the written consent sale of such Lender; (C) reduce Person expressly permitted by the terms hereof or the other Loan Documents, release any percentage specified in Borrower or any Guarantor from any obligation for the definition payment of Required Lenders, money or consent to the assignment or transfer by any Borrower or any Guarantor of any of its rights and obligations or duties under this Agreement and or the other Loan Documents,
(xi) amend, release all modify, or substantially all eliminate any of the Collateralprovisions of Section 2.4(b)(i), contractually subordinate the Obligations (ii) or the Administrative Agent’s Lien on all (iii) or substantially all of the Collateral Section 2.4(e) or release (f), or
(b) No amendment, waiver, modification, or subordinate all consent shall amend, modify, waive, or substantially all of the value of the guarantees provided by the Guarantors under the Guarantee and Collateral Agreement, in each case without the written consent of all Lenders; (D) eliminate,
(i) amendthe definition of, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of terms or provisions of, the Lenders with respect to payments in a manner that adversely affects Revolving Lenders without the written consent of each Revolving Lender or (ii) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of each Term Lender and/or, as applicable, each L/C Lender; (E) reduce the percentage specified in the definition of Majority Revolving Lenders without the consent of all Revolving Lenders or reduce the percentage specified in the definition of Majority Term Lenders without the written consent of all Term Lenders; (F) amend, modify or waive any provision of Section 9 without the written consent of the Administrative Agent; (G) [reserved]; (H) amend, modify or waive any provision of Section 3 without the written consent of the Issuing Lender; (I) [reserved]; (J) amend, modify or waive any provision of Section 10.6(b)(v) to permit assignments to a Loan Party or any Affiliates or Subsidiary thereof without the written consent of each Lender; or (K) (i) amend or modify the application of prepayments set forth in Section 2.12(g) or the application of payments set forth in Section 8.3 without the written consent of all Lenders, or (ii) subject to any applicable agreement among the Lenders, amend or modify the application of payments provisions set forth in Section 8.3 in a manner that adversely affects the Issuing Lender, provider of Bank Services or any Qualified Counterparty, as applicableFee Letter, without the written consent of Agent and Borrowers (and shall not require the Issuing Lender, Bank Services Provider or each such Qualified Counterparty, as applicable. Any such waiver and written consent of any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative ),
(ii) any provision of Section 15 pertaining to Agent, the Issuing Lender, Bank Services Provider, each Qualified Counterparty, and all future holders or any other rights or duties of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under this Agreement or the other Loan Documents, without the written consent of Agent, Borrowers, and any Default or Event of Default waived shall be deemed to be cured during the period such waiver is effective; but no such waiver shall extend to any subsequent or other Default or Event of DefaultRequired Lenders;
(c) No amendment, waiver, modification, elimination, or impair consent shall amend, modify, or waive any right consequent thereon. Notwithstanding provision of this Agreement or the foregoingother Loan Documents pertaining to Issuing Bank, the Issuing Lender and Borrower may amend any of the L/C-Related Documents without the consent of the Administrative Agent or any other Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve rights or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent duties of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Revolving Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) 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.
(b) Notwithstanding anything to the contrary contained in Section 10.1(a) above, in the event that Borrower or any other Loan Party, as applicable, requests that Issuing Bank under this Agreement or any of the other Loan Documents, as applicable, be amended or otherwise modified in a manner which would require without the written consent of all of the Lenders and such amendment or other modification is agreed to by Borrower and/or such other Loan PartyIssuing Bank, as applicable, the Required Lenders and the Administrative Agent, thenBorrowers, with the consent of Borrower and/or such other Loan Party, as applicable, the Administrative Agent and the Required Lenders;
(d) No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or such the other Loan DocumentDocuments pertaining to Swing Lender, as applicable, may be amended without the consent or any other rights or duties of the Swing Lender or Lenders who are unwilling to agree to such amendment or other modification (each, a “Minority Lender”), to provide for:
(i) the termination of the Commitments of each such Minority Lender;
(ii) the assumption of the Loans and Commitments of each such Minority Lender by one or more Replacement Lenders pursuant to the provisions of Section 2.23; and
(iii) the payment of all interest, fees and other obligations payable or accrued in favor of each Minority Lender and such other modifications to under this Agreement or to such the other Loan Documents as BorrowerDocuments, the Administrative Agent and the Required Lenders may determine to be appropriate in connection therewith.
(c) Notwithstanding any provision herein to the contrary, this Agreement may be amended (or amended and restated) with without the written consent of Swing Lender, Agent, Borrowers, and the Required Lenders, ; and
(e) Anything in this Section 14.1 to the Administrative Agent, Holdings, and Borrowercontrary notwithstanding, (i) to add one any amendment, modification, elimination, waiver, consent, termination, or more additional credit release of, or term loan facilities to this Agreement and to permit all such additional extensions of credit and all related obligations and liabilities arising in connection therewith and from time to time outstanding thereunder to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits with respect to, any provision of this Agreement and the or any other Loan Documents with Document that relates only to the obligations and liabilities from time to time outstanding in respect relationship of the existing facilities hereunderLender Group among themselves, and that does not affect the rights or obligations of any Borrower, shall not require consent by or the agreement of any Loan Party, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders and Majority Revolving Lenders or Majority Term Lenders, as applicable; provided that such amendments (or amendments and restatements) shall in all other respects comply with the provisions of Section 10.1(a) above.
(d) Notwithstanding any provision herein to the contrary, any Bank Services Agreement may be amended or otherwise modified by the parties thereto in accordance with the terms thereof without the consent of the Administrative Agent or any Lender.
(e) Notwithstanding any provision herein or in any Loan Document to the contrary, no amendment, supplementwaiver, modification, elimination, or consent of or waiver with respect to any provision of this Agreement or any other Loan Document altering the ratable treatment of Obligations or security provided for hereunder or any Loan Document arising under Specified Swap Agreements or Bank Services resulting in such Obligations being junior in right of payment to principal on the Loans or resulting in the Obligations owing to any Qualified Counterparty or provider of Bank Services becoming unsecured (other than releases of Liens permitted in accordance with Section 10.16), in each case in a manner adverse to any Qualified Counterparty or provider of Bank Services, as applicable, shall may be effective entered into without the written consent of such Qualified Counterparty of, or provider of Bank Servicesover the objection of, as applicableany Defaulting Lender.
(f) Notwithstanding any other provision herein to the contrary, no consent of any Lender (or other Secured Party other than the Administrative Agent) shall be required to effectuate any amendment to implement any Incremental Term Facility permitted by Section 2.27.
Appears in 1 contract
Samples: Credit Agreement (EGAIN Corp)
1Amendments and Waivers. (a) Neither this Agreement, nor any other Loan Document (other than any L/C-Related Document and the Fee LetterDocument), nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.1. The Required Lenders and each Loan Party or Limited Recourse Pledgor party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party or Limited Recourse Pledgor party to the relevant Loan Document may, from time to time, (i) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties or Limited Recourse Pledgors hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided that no such waiver and no such amendment, supplement or modification shall (A) forgive the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A)) or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s 's Revolving Commitment or Term Commitment, in each case without the written consent of each Lender directly affected thereby (it being agreed that an increase in (x) the Total Revolving Commitments and (y) the aggregate principal amount of the Term Commitments and Term Loans shall also require the consent of the Required Lenders); (B) eliminate or reduce the voting rights of any Lender under this Section 10.1 without the written consent of such Lender; (C) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral, contractually subordinate the Obligations or the Administrative Agent’s Lien on all or substantially all of the Collateral (or all of the Collateral under the Limited Recourse Pledge Agreements) or release or subordinate all or substantially all of the value of the guarantees provided by the Guarantors under the Guarantee and Collateral Agreement, in each case without the written consent of all Lenders; (D) (i) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Revolving Lenders without the written consent of each Revolving Lender or (ii) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of each Term Lender and/or, as applicable, each L/C Lender; (E) reduce the percentage specified in the definition of Majority Revolving Lenders without the consent of all Revolving Lenders or reduce the percentage specified in the definition of Majority Term Lenders without the written consent of all Term Lenders; (F) amend, modify or waive any provision of Section 9 without the written consent of the Administrative Agent; (G) [reserved]; (H) amend, modify or waive any provision of Section 3 without the written consent of the Issuing Lender; (I) [reserved]; (J) amend, modify or waive any provision of Section 10.6(b)(v) to permit assignments to a Loan Party or any Affiliates or Subsidiary thereof without the written consent of each Lender; or (K) (i) amend or modify the application of prepayments set forth in Section 2.12(g) or the application of payments set forth in Section 8.3 in a manner that adversely affects Revolving Lenders without the written consent of all the Majority Revolving Lenders, (ii) amend or modify the application of prepayments set forth in Section 2.12(g) or the application of payments set forth in Section 8.3 in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of the Majority Term Lenders and, as applicable, the L/C Lenders, or (iiiii) subject to any applicable agreement among the Lenders, amend or modify the application of payments provisions set forth in Section 8.3 in a manner that adversely affects the Issuing Lender, provider of Bank Services or any Qualified Counterparty, as applicable, without the written consent of the Issuing Lender, Bank Services Provider or each such Qualified Counterparty, as applicable. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Limited Recourse Pledgors, the Lenders, the Administrative Agent, the Issuing Lender, Bank Services Provider, each Qualified Counterparty, and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Limited Recourse Pledgors, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured during the period such waiver is effective; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding the foregoing, the Issuing Lender and Borrower may amend any of the L/C-Related Documents without the consent of the Administrative Agent or any other Lender. 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) the Revolving Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) 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.
(b) Notwithstanding anything to the contrary contained in Section 10.1(a) above, in the event that Borrower or any other Loan Party, as applicable, requests that this Agreement or any of the other Loan Documents, as applicable, be amended or otherwise modified in a manner which would require the consent of all of the Lenders and such amendment or other modification is agreed to by Borrower and/or such other Loan Party, as applicable, the Required Lenders and the Administrative Agent, then, with the consent of Borrower and/or such other Loan Party, as applicable, the Administrative Agent and the Required Lenders, this Agreement or such other Loan Document, as applicable, may be amended without the consent of the Lender or Lenders who are unwilling to agree to such amendment or other modification (each, a “"Minority Lender”"), to provide for:
(i) the termination of the Commitments of each such Minority Lender;
(ii) the assumption of the Loans and Commitments of each such Minority Lender by one or more Replacement Lenders pursuant to the provisions of Section 2.23; and and
(iii) the payment of all interest, fees and other obligations payable or accrued in favor of each Minority Lender and such other modifications to this Agreement or to such Loan Documents as Borrower, the Administrative Agent and the Required Lenders may determine to be appropriate in connection therewith.
(c) Notwithstanding any provision herein to the contrary, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings, and Borrower, (i) to add one or more additional credit or term loan facilities to this Agreement and to permit all such additional extensions of credit and all related obligations and liabilities arising in connection therewith and from time to time outstanding thereunder to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders and Majority Revolving Lenders or Majority Term Lenders, as applicable; provided that such amendments (or amendments and restatements) shall in all other respects comply with the provisions of Section 10.1(a) above.
(d) Notwithstanding any provision herein to the contrary, any Bank Services Agreement may be amended or otherwise modified by the parties thereto in accordance with the terms thereof without the consent of the Administrative Agent or any Lender.
(e) Notwithstanding any provision herein or in any Loan Document to the contrary, no amendment, supplement, modification, consent or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations or security provided for hereunder or any Loan Document arising under Specified Swap Agreements or Bank Services resulting in such Obligations being junior in right of payment to principal on the Loans or resulting in the Obligations owing to any Qualified Counterparty or provider of Bank Services becoming unsecured (other than releases of Liens permitted in accordance with Section 10.16), in each case in a manner adverse to any Qualified Counterparty or provider of Bank Services, as applicable, shall be effective without the written consent of such Qualified Counterparty or provider of Bank Services, as applicable.
(f) Notwithstanding any other provision herein to the contrary, no consent of any Lender (or other Secured Party other than the Administrative Agent) shall be required to effectuate any amendment to implement any Incremental Term Facility permitted by Section 2.27. .
Appears in 1 contract
Samples: Credit Agreement (Enfusion, Inc.)
1Amendments and Waivers. (a) Neither this Agreement, Agreement nor any other Loan Document (other than any L/C-Related Document and the Fee Letter), nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 10.19.1. The Required Lenders Lender and each Loan Party party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party or Co-Borrower that is party to the relevant Loan Document may, from time to time, (ia) enter into written amendments, supplements or modifications hereto and to the other Loan Documents (including amendments and restatements hereof or thereof) for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders Lender or of the Loan Parties hereunder or thereunder or (iib) waive, on such terms and conditions as may be specified in the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrumentinstrument of waiver, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided provided, however, that no such waiver and no such amendment, supplement or modification shall (A) forgive the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of any amortization payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder (except that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A)) or extend the scheduled date of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Revolving Commitment or Term Commitment, in each case without the written consent of each Lender directly affected thereby (it being agreed that an increase in (x) the Total Revolving Commitments and (y) the aggregate principal amount of the Term Commitments and Term Loans shall also require the consent of the Required Lenders); (B) eliminate or reduce the voting rights of any Lender under this Section 10.1 without the written consent of such Lender; (C) reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by Co-Borrower or Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, or (except as specified in Section 9.16) release all or substantially all of the Collateral, contractually subordinate the Obligations or the Administrative Agent’s Lien on all or substantially all of the Collateral or release or subordinate all or substantially all of the value of the guarantees provided by the Guarantors under the Guarantee and Collateral Agreement, in each case without the written consent of all Lenders; (D) (i) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Revolving Lenders without the written consent of each Revolving Lender or (ii) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of each Term Lender and/or, as applicable, each L/C Lender; (E) reduce the percentage specified in the definition of Majority Revolving Lenders without the consent of all Revolving Lenders or reduce the percentage specified in the definition of Majority Term Lenders without the written consent of all Term Lenders; (F) amend, modify or waive any provision of Section 9 without the written consent of the Administrative Agent; (G) [reserved]; (H) amend, modify or waive any provision of Section 3 without the written consent of the Issuing Lender; (I) [reserved]; (J) amend, modify or waive any provision of Section 10.6(b)(v) to permit assignments to a Loan Party or any Affiliates or Subsidiary thereof without the written consent of each Lender; or (K) (i) amend or modify the application of prepayments set forth in Section 2.12(g) or the application of payments set forth in Section 8.3 without the written consent of all Lenders, or (ii) subject to any applicable agreement among the Lenders, amend or modify the application of payments provisions set forth in Section 8.3 in a manner that adversely affects the Issuing Lender, provider of Bank Services or any Qualified Counterparty, as applicable, without the written consent of the Issuing Lender, Bank Services Provider or each such Qualified Counterparty, as applicableSecured Parties. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan PartiesParties and Co-Borrower, the Lenders, the Administrative Agent, the Issuing Lender, Bank Services Provider, each Qualified Counterparty, Lender and all future holders of the Loans. In the case of any waiverLoan, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured during the period such waiver is effective; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding the foregoingAny such waiver, the Issuing Lender and Borrower may amend any of the L/C-Related Documents without the consent of the Administrative Agent or any other Lender. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver supplement or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may modification shall be effected with by a written instrument signed by the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Revolving Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) 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 parties required to other affected Lenders shall require the consent of such Defaulting Lender.
(b) Notwithstanding anything to the contrary contained in Section 10.1(a) above, in the event that Borrower or any other Loan Party, as applicable, requests that this Agreement or any of the other Loan Documents, as applicable, be amended or otherwise modified in a manner which would require the consent of all of the Lenders and such amendment or other modification is agreed to by Borrower and/or such other Loan Party, as applicable, the Required Lenders and the Administrative Agent, then, with the consent of Borrower and/or such other Loan Party, as applicable, the Administrative Agent and the Required Lenders, this Agreement or such other Loan Document, as applicable, may be amended without the consent of the Lender or Lenders who are unwilling to agree to such amendment or other modification (each, a “Minority Lender”), to provide for:
(i) the termination of the Commitments of each such Minority Lender;
(ii) the assumption of the Loans and Commitments of each such Minority Lender by one or more Replacement Lenders sign pursuant to the foregoing provisions of Section 2.23; and this
(iii) the payment Section 9.1; provided, however, that delivery of all interest, fees and other obligations payable or accrued in favor an executed signature page of each Minority Lender and any such other modifications to this Agreement or to such Loan Documents as Borrower, the Administrative Agent and the Required Lenders may determine to be appropriate in connection therewith.
(c) Notwithstanding any provision herein to the contrary, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings, and Borrower, (i) to add one or more additional credit or term loan facilities to this Agreement and to permit all such additional extensions of credit and all related obligations and liabilities arising in connection therewith and from time to time outstanding thereunder to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate instrument by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders and Majority Revolving Lenders or Majority Term Lenders, as applicable; provided that such amendments (or amendments and restatements) shall in all other respects comply with the provisions of Section 10.1(a) above.
(d) Notwithstanding any provision herein to the contrary, any Bank Services Agreement may be amended or otherwise modified by the parties thereto in accordance with the terms thereof without the consent of the Administrative Agent or any Lender.
(e) Notwithstanding any provision herein facsimile transmission or in any Loan Document to the contrary, no amendment, supplement, modification, consent or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations or security provided for hereunder or any Loan Document arising under Specified Swap Agreements or Bank Services resulting in such Obligations being junior in right of payment to principal on the Loans or resulting in the Obligations owing to any Qualified Counterparty or provider of Bank Services becoming unsecured portable document format (other than releases of Liens permitted in accordance with Section 10.16), in each case in a manner adverse to any Qualified Counterparty or provider of Bank Services, as applicable, .pdf) shall be effective without the written consent as delivery of such Qualified Counterparty or provider of Bank Services, as applicablea manually executed counterpart thereof.
(f) Notwithstanding any other provision herein to the contrary, no consent of any Lender (or other Secured Party other than the Administrative Agent) shall be required to effectuate any amendment to implement any Incremental Term Facility permitted by Section 2.27.
Appears in 1 contract
Samples: Credit Agreement (W&t Offshore Inc)
1Amendments and Waivers. (a) Neither this Agreement, Agreement nor any other Loan Document (other than any L/C-Related Document and the Fee Letter)Document, nor any terms hereof or thereof thereof, may be amended, supplemented supplemented, modified or modified waived except in accordance with the provisions of this Section 10.111.1. The Required Lenders and each Loan Party party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (ix) enter into with the respective Loan Parties hereto or thereto, as the case may be, written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or to the other Loan Documents or changing changing, in any manner the rights or obligations of the Lenders or of the Loan Parties hereunder or thereunder or (iiy) waivewaive at any Loan Party’s request, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that amendments pursuant to Sections 11.1(d) and (f) may be effected without the consent of the Required Lenders to the extent provided therein; provided further, that no such waiver and no such amendment, supplement or modification shall shall:
(i) (A) reduce or forgive the principal amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date Loan or of any amortization payment in respect of any scheduled installment thereof (including extending the Initial Term LoanLoan Maturity Date, the Tranche B Term Loan Maturity Date or, the Tranche C Term Loan Maturity Date or the Tranche D Term Loan Maturity Date), (B) reduce the stated rate of any interest interest, commission or fee payable hereunder (except that other than as a result of any amendment or modification waiver of defined terms used the applicability of any post-default increase in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause rates), (A)C) or extend the scheduled date of any payment thereofof any Lenders’ Loans, (D) change the currency in which any Loan is payable or (E) increase the amount or extend the expiration date of any Lender’s Revolving Initial Term Loan Commitment, Tranche B Term Loan Commitment, Tranche C Term Loan Commitment, Tranche D Term Loan Commitment or Term Incremental Commitment, in each case without the written consent of each Lender directly and adversely affected thereby (it being agreed understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory repayment of the Loans of all Lenders shall not constitute an extension of the scheduled date of maturity, any scheduled installment, or the scheduled date of payment of the Loans of any Lender or an increase in the Initial Term Loan Commitment, Tranche B Term Loan Commitment, Tranche C Term Loan Commitment, Tranche D Term Loan Commitment or Incremental Commitment of any Lender);
(xii) the Total Revolving Commitments and (yamend, modify or waive any provision of this Section 11.1(a) the aggregate principal amount of the Term Commitments and Term Loans shall also require the consent of the Required Lenders); (B) eliminate or reduce the voting rights of any Lender under this Section 10.1 without the written consent of such Lender; (C) reduce any percentage specified in the definition of “Required Lenders, ,” or consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, release all Documents (other than pursuant to Section 8.6 or substantially all of the Collateral, contractually subordinate the Obligations or the Administrative Agent’s Lien on all or substantially all of the Collateral or release or subordinate all or substantially all of the value of the guarantees provided by the Guarantors under the Guarantee and Collateral Agreement11.6(a)), in each case without the written consent of all the Lenders; ;
(Diii) (i) amend, modify release Guarantors accounting for all or waive the pro rata requirements of Section 2.18 or any other provision substantially all of the Loan Documents requiring pro rata treatment value of the Lenders with respect Guarantee of the Term Loan Facility Obligations pursuant to payments the Guarantee Agreement, or, in the aggregate (in a manner that adversely affects Revolving Lenders without the written consent single transaction or a series of each Revolving Lender related transactions), all or (ii) amend, modify or waive the pro rata requirements of Section 2.18 or any other provision substantially all of the Loan Documents requiring pro rata treatment of the Lenders with respect to payments in a manner that adversely affects Term Lenders or the L/C Lenders without the written consent of each Term Lender and/or, as applicable, each L/C Lender; (E) reduce the percentage specified in the definition of Majority Revolving Lenders Collateral without the consent of all Revolving Lenders of the Lenders, except as expressly permitted hereby or reduce by any Security Document (as such documents are in effect on the percentage specified date hereof or, if later, the date of execution and delivery thereof in accordance with the definition terms hereof);
(iv) require any Lender to make Loans having an Interest Period of Majority Term Lenders longer than six months or shorter than one month without the written consent of all Term Lenders; such Lender;
(Fv) amend, modify or waive any provision of Section 9 10 without the written consent of the Administrative Agent; then Agents;
(G) [reserved]; (Hvi) amend, modify or waive any provision of Section 3 10.1(a), 10.5 or 10.11 without the written consent of the Issuing Lender; any Other Representative directly and adversely affected thereby;
(Ivii) [reserved];
(viii) [reserved]; or
(Jix) amend, modify or waive any provision the order of Section 10.6(b)(v) to permit assignments to a Loan Party or any Affiliates or Subsidiary thereof without the written consent of each Lender; or (K) (i) amend or modify the application of prepayments set forth in Section 2.12(g) or the application of payments set forth in Section 8.3 4.4(c), 4.8(a), 10.12 or 11.7, in each case without the written consent of all Lenders, or (ii) subject to any applicable agreement among the Lenders; provided further that, amend or modify notwithstanding and in addition to the application foregoing, and in addition to Liens the Collateral Agent is authorized to release pursuant to Section 10.8(b), the Collateral Agent may, in its discretion, release the Lien on Collateral valued in the aggregate not in excess of payments provisions set forth $10.0 million in Section 8.3 in a manner that adversely affects the Issuing Lender, provider of Bank Services or any Qualified Counterparty, as applicable, Fiscal Year without the written consent of any Lender and the Issuing Lender, Bank Services Provider or each such Qualified Counterparty, Collateral Agent may release Liens on Collateral upon instructions of the Authorized Applicable Representative (as applicable. defined in the Security Agreement) pursuant to the Security Agreement.
(b) Any such waiver and any such amendment, supplement or modification pursuant to this Section 11.1 shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent, the Issuing Lender, Bank Services Provider, each Qualified Counterparty, Agents and all future holders of the Loans. In the case of any waiver, each of the Loan Parties, the Lenders and the Administrative Agent Agents shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured during the period such waiver is effectiveand not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding the foregoing, the Issuing Lender and Borrower may amend any of the L/C-Related Documents without the consent of the Administrative Agent or any other Lender. 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) the Revolving Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) 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.
(b) Notwithstanding anything to the contrary contained in Section 10.1(a) above, in the event that Borrower or any other Loan Party, as applicable, requests that this Agreement or any of the other Loan Documents, as applicable, be amended or otherwise modified in a manner which would require the consent of all of the Lenders and such amendment or other modification is agreed to by Borrower and/or such other Loan Party, as applicable, the Required Lenders and the Administrative Agent, then, with the consent of Borrower and/or such other Loan Party, as applicable, the Administrative Agent and the Required Lenders, this Agreement or such other Loan Document, as applicable, may be amended without the consent of the Lender or Lenders who are unwilling to agree to such amendment or other modification (each, a “Minority Lender”), to provide for:
(i) the termination of the Commitments of each such Minority Lender;
(ii) the assumption of the Loans and Commitments of each such Minority Lender by one or more Replacement Lenders pursuant to the provisions of Section 2.23; and
(iii) the payment of all interest, fees and other obligations payable or accrued in favor of each Minority Lender and such other modifications to this Agreement or to such Loan Documents as Borrower, the Administrative Agent and the Required Lenders may determine to be appropriate in connection therewith.10023685561003003016v52 #8894688589588927v75
(c) Notwithstanding any provision herein to the contrary, this Agreement may be amended at any time on or prior to the Tranche B Delayed Draw Closing Date as contemplated by Section 11 of the First Incremental Amendment.
(d) Notwithstanding any provision herein to the contrary, this Agreement and the other Loan Documents may be amended (i) to cure any ambiguity, mistake, omission, defect, or inconsistency with the consent of the Borrower and the Administrative Agent, (ii) in accordance with Section 2.6 to incorporate the terms of any Incremental Commitments with the written consent of the Borrower and Lenders providing such Incremental Commitments, (iii) in accordance with Section 2.8 to effectuate an Extension with the written consent of the Borrower and the Extending Lenders and (iv) with the consent of the Borrower and the Administrative Agent (in each case such consent not to be unreasonably withheld or delayed), in the event any mandatory prepayment or redemption provision in respect of asset sales, casualty or condemnation events or excess cash flow included or to be included in any Indebtedness constituting Pari Passu Indebtedness would result in such Indebtedness being prepaid or redeemed on a more than ratable basis with the Term Loans in respect of such asset sale, casualty or condemnation event or excess cash flow prepayment, to provide for mandatory prepayments of the Term Loans such that, after giving effect thereto, the prepayments and redemptions made in respect of such Indebtedness are not on more than a ratable basis. Without limiting the generality of the foregoing, any provision of this Agreement and the other Loan Documents, including Section 4.4, 4.8 or 10.14 hereof, may be amended as set forth in the immediately preceding sentence pursuant to any Incremental Commitment Amendment or any Extension Amendment, as the case may be, to provide for non-pro rata borrowings and payments of any amounts hereunder as between any Tranches, including the Term Loans, any Incremental Commitments or Incremental Loans and any Extended Term Tranche, or to provide for the inclusion, as appropriate, of the Lenders of any Extended Term Tranche or Incremental Commitments or Incremental Loans in any required vote or action of the Required Lenders or of the Lenders of each Tranche hereunder. The Administrative Agent xxxxxx agrees (if requested by the Borrower) to execute any amendment referred to in this clause (d) or an acknowledgement thereof.
(e) Notwithstanding any provision herein to the contrary, this Agreement may be amended (or deemed amended) or amended and restated) restated with the written consent of the Required Lenders, the Administrative Agent, Holdings, Agent and Borrower, the Borrower (ix) to add one or more additional credit or term loan facilities to this Agreement and to permit all such additional the extensions of credit and all related obligations and liabilities arising in connection therewith and from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations existing Facilities and liabilities from time to time outstanding the accrued interest and fees in respect of the existing facilities hereunderthereof, and (iiy) in connection with the foregoing, to permitinclude, as deemed appropriate by the Administrative Agent and approved by the Required Lendersappropriate, the Lenders providing holding such additional credit facilities to participate in any required vote or action required to be approved by of the Required Lenders or of the Lenders of each Facility hereunder and Majority Revolving Lenders or Majority Term Lenders, as applicable; provided that such amendments (or amendments and restatementsz) shall in all other respects comply with the provisions of Section 10.1(a) aboveto provide class protection for any additional credit facilities.
(df) Notwithstanding any provision herein to the contrary, any Bank Services Agreement Security Document may be amended (or otherwise amended and restated), restated, waived, supplemented or modified as contemplated by the parties thereto in accordance Section 11.17 with the terms thereof without written consent of the Agent party thereto and the Loan Party party thereto. 10023685561003003016v52 #8894688589588927v75
(g) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement and/or any other Loan Document as contemplated by Section 11.1(a), the consent of each Lender or each directly and adversely affected Lender, as applicable, is required and the consent of the Required Lenders at such time is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained (each such Lender, a “Non-Consenting Lender”) then the Borrower may, on notice to the Administrative Agent and the Non-Consenting Lender, (A) replace such Non-Consenting Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 11.6 (with the assignment fee and any other costs and expenses to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement to one or more assignees; provided that neither the Administrative Agent nor any Lender.
(e) Notwithstanding Lender shall have any provision herein or in any Loan Document obligation to the contraryBorrower to find a replacement Lender; provided, no amendmentfurther, supplementthat the applicable assignee shall have agreed to the applicable change, modificationwaiver, consent discharge or waiver termination of this Agreement or any and/or the other Loan Document altering Documents; and provided, further, that all obligations of the ratable treatment of Obligations or security provided for hereunder or any Loan Document arising under Specified Swap Agreements or Bank Services resulting in such Obligations being junior in right of payment Borrower owing to principal on the Non-Consenting Lender relating to the Loans or resulting in the Obligations owing to any Qualified Counterparty or provider of Bank Services becoming unsecured (other than releases of Liens permitted in accordance with Section 10.16), in each case in a manner adverse to any Qualified Counterparty or provider of Bank Services, as applicable, and participations so assigned shall be effective without paid in full by the written consent assignee Lender to such Non-Consenting Lender concurrently with such Assignment and Acceptance or (B) so long as no Event of such Qualified Counterparty Default under Section 9.1(a) or provider of Bank Services, as applicable.
(f) Notwithstanding then exists or will exist immediately after giving effect to the respective prepayment, prepay the Loans and, if applicable, terminate the commitments of such Non-Consenting Lender, in whole or in part, subject to Section 4.12, without premium or penalty. In connection with any such replacement under this Section 11.1(g), if the Non-Consenting Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Acceptance and/or any other provision herein documentation necessary to reflect such replacement by the later of (a) the date on which the replacement Lender executes and delivers such Assignment and Acceptance and/or such other documentation and (b) the date as of which all obligations of the Borrower owing to the contraryNon-Consenting Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such Non-Consenting Lender, no consent then such Non-Consenting Lender shall be deemed to have executed and delivered such Assignment and Acceptance and/or such other documentation as of any Lender such date and the Borrower shall be entitled (or but not obligated) to execute and deliver such Assignment and Acceptance and/or such other Secured Party other than documentation on behalf of such Non-Consenting Xxxxxx, and the Administrative Agent) Agent shall be required to effectuate any amendment to implement any Incremental Term Facility permitted by Section 2.27record such assignment in the Register. 10023685561003003016v52 #8894688589588927v75
Appears in 1 contract
Samples: Incremental Commitment Amendment (Warner Music Group Corp.)
