Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender), (i) extend the final scheduled maturity of any Loan, extend the timing for or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender), or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that relates to the rights or obligations of Hermes and (v) without the consent of each Agent and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicable. (b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).
Appears in 5 contracts
Samples: Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (NCL CORP Ltd.), Credit Agreement (NCL CORP Ltd.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender), (i) extend the final scheduled maturity of any Loan, extend the timing for or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender), or reduce the rate (including, without limitation, the Applicable MarginMargin and the Fixed Rate) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that relates to the rights or obligations of Hermes and (v) without the consent of each Agent Agent, the CIRR Representative and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent Agent, the CIRR Representative and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).
Appears in 4 contracts
Samples: Credit Agreement (NCL CORP Ltd.), Credit Agreement (NCL CORP Ltd.), Credit Agreement (NCL CORP Ltd.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender), (i) extend the final scheduled maturity of any Loan, extend the timing for or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender), or reduce the rate (including, without limitation, the Applicable MarginFloating Rate Margin and the Fixed Rate) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that relates to the rights or obligations of Hermes and (v) without the consent of each Agent Agent, the CIRR Representative and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent Agent, the CIRR Representative and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).
Appears in 4 contracts
Samples: Fourth Supplemental Agreement (Norwegian Cruise Line Holdings Ltd.), Loan Agreement (Norwegian Cruise Line Holdings Ltd.), Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender), (i) extend the final scheduled maturity of any Loan, extend the timing for or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender), or reduce the rate (including, without limitation, the Applicable MarginFloating Rate Margin and the Fixed Rate) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that relates to the rights or obligations of Hermes and (v) without the consent of each Agent Agent, the CIRR Representative and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent Agent, the CIRR Representative and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).
Appears in 3 contracts
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (Norwegian Cruise Line Holdings Ltd.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent each Borrower and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting Lenderwith Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan, or reduce the rate or extend the timing for time of payment of interest or Fees thereon, or reduce the principal amount thereof, (ii) amend, modify or waive any provision of Section 1.13, Section 1.14 or this Section 12.12, (iii) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Commitments are included on the Effective Date) or (iv) consent to the assignment or transfer by any Borrower of any Scheduled Repaymentof its respective rights or obligations under this Agreement or any Credit Document; provided further, that no such change, waiver, discharge or termination shall (x) increase or extend the Total Commitment of any Commitment Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender)Bank, or reduce and that an increase in the rate (including, without limitation, available portion of the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default Bank shall not constitute an increase in interest rates and the Commitment of such Bank) (y) any amendment or modification to without the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any consent of the Collateral (except as expressly provided in the Credit Documents) under any of the Security DocumentsAgents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the 11 as same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent applies to the assignment and/or transfer by the Parent and/or Borrower of Agents or any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than provision as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that same relates to the rights or obligations of Hermes and the Agents or (vz) without the consent of each Agent and/or each Joint Lead Arrangerthe Swingline Bank, as applicable, amend, modify or waive any provision relating to the alter its rights or obligations of such Agent and/or such Joint Lead Arranger, as applicablewith respect to Swingline Loans.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).
Appears in 3 contracts
Samples: Credit Agreement (Galaxy Vip Fund), Credit Agreement (Galaxy Fund /De/), Credit Agreement (Galaxy Fund Ii)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for or reduce the principal amount stated maturity of any Scheduled Repayment, increase Letter of Credit or Bank Guaranty beyond the CL Maturity Date or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment duration of any Lender)Interest Period beyond six months, or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on (other than as a result of any Loan or Commitment Commission or fees (except (x) in connection with the waiver of the applicability of any post-default increase in interest rates and (yrates) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid paid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), not- withstanding the fact that such amendment or modification actually results in such a reduction), (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under any of all the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.1113.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and Credit-Linked Commitments on the Restate ment Effective Date), (iv) change reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Credit-Linked Commitments are included on the Restatement Effective Date) or a provision which expressly requires the consent of all the Lenders), (v) consent to the assignment and/or or transfer by the Parent and/or Borrower any Credit Agreement Party of any of its rights and obligations under this Agreement, or (vi) replace the Parent release any Credit Agreement Party Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee)waive compliance by any Credit Agreement Party with its payment obligations under its Credit Agreement Party Guaranty; provided, further, that no such change, waiver, discharge or termination shall (up) amend, modify or waive any condition precedent set forth in Section 6 with respect to the issuance of Letters of Credit or Bank Guaranties, without the written consent of the Majority Lenders holding Credit-Linked Commitments, (q) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (r) without the consent of Hermeseach Issuing Lender affected and Bank Guaranty Issuer thereby, amend, modify or waive any provision that of Section 2 or alter its rights or obligations with respect to Letters of Credit or Bank Guaranties, (s) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of Hermes and the Administrative Agent, (vt) without the consent of each Agent and/or each Joint Lead Arrangeraffected thereby, amend, modify or waive any provision of Section 12 as applicablesame applies to such Agent or any other provision as same relates to the rights or obligations of such Agent, (u) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (v) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Restatement Effective Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (w) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Restatement Effective Date), (x) except in cases where additional extensions of credit are being af- forded substantially the same treatment afforded to the Term Loans and Credit-Linked Commitments pursuant to Section 1.14 (as in effect on the Restatement Effective Date) and except for technical amendments which are consistent with the intent of the provisions of such Section and do not adversely affect the protections afforded to the Lenders pursuant to said Section, without the consent of the Majority Lenders of each Tranche adversely affected thereby, amend, modify or waive any provisions of Section 1.14; (y) without the consent of the Supermajority Lenders of the respective affected Tranche, reduce the amount of or extend the date of, any Scheduled Repayment under such Tranche (except that, if additional Loans are made pursuant to a given Tranche, the Scheduled Repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (y)), or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Restatement Effective Date) or (z) without the consent of the Deposit Bank, amend, modify or waive any provision relating to the rights or obligations of the Deposit Bank. Notwithstanding anything to the contrary contained above in this Section 13.12(a), the Administrative Agent and/or the Collateral Agent shall be permitted (x) to enter into such Joint Lead Arrangeramendments and/or modifications to the Foreign Subsidiaries Guaranty and the Foreign Security Documents which may be required in the discretion of the Administrative Agent and/or the Collateral Agent which are of a technical nature and/or are, in the judgment of the Collateral Agent, required by applicable law, in the interests of the Secured Creditors or (in the case of Foreign Security Documents) necessary or desirable to preserve, maintain, perfect and/or protect the security interests purported to the granted by the respective Foreign Security Documents and (y) to enter into such releases of Collateral pledged pursuant to Foreign Security Documents as applicablemay be reasonably requested by the U.S. Borrower for legitimate operational reasons (e.g., the transfer of Property from one jurisdiction to another), so long as the Fair Market Value of all Collateral so subject to release (as determined in good faith by the U.S. Borrower) at any time does not exceed $5,000,000.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 14.11(a13.12(a), the consent of the Required Lenders is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Lenders whose consent is required is not obtained, then the U.S. Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the U.S. Borrower if the respective Lender’s consent is required with respect to less than all Tranches (or related Commitments), to replace only the respective Tranche or Tranches of Commitments (and related Obligations and, if applicable, Credit-Linked Deposits) and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate each Credit-Linked Commitment and/or Incremental Term Loan Commitment of such non-consenting Lender’s Commitment Lender (if such Lender’s consent is required as a result of its such Credit-Linked Commitment and/or Incremental Term Loan Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments Obligations under each Tranche of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d)Sections 3.02(b) and/or 4.01, provided that, unless the Commitments which are terminated, terminated and Loans repaid, and other Obligations which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans and of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) ), the Required Lenders (determined before both (x) after giving effect to the proposed actionaction and (y) as if the Commitments, Loans and the Hermes Agent related Obligations being terminated and/or repaid (and not replaced) were not outstanding) shall specifically consent thereto, provided, further, that in any event the U.S. Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans or other Obligations solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a13.12(a).
(c) Notwithstanding anything to the contrary contained in clause (a) above of this Section 13.12, the respective Borrower, the Administrative Agent and each Incremental Loan Lender may, in accordance with the provisions of Section 1.15, enter into an Incremental Term Loan Commitment Agreement, provided that after the execution and delivery by the respective Borrower, the Administrative Agent and each such Incremental Loan Lender of such Incremental Term Loan Commitment Agreement, such Incremental Term Loan Commitment Agreement may thereafter only be modified in accordance with the requirements of clause (a) above of this Section 13.12.
(d) For purposes of Section 13.12(a), (i) a Voting Participant shall be deemed to be a “Lender” holding the portion of the Credit-Linked Commitment (and related Obligations), Incremental Term Loan Commitment and/or outstanding Term Loans of a given Tranche of any Lender (other than a Defaulting Lender) in which it purchased a participation (and to have the voting rights of such Lender for the respective such Tranche) and (ii) a Lender (other than a Defaulting Lender) which has sold a participation in a portion of its Credit-Linked Commitment (and related Obligations), Incremental Term Loan Commitment and/or outstanding Term Loans of any Tranche to a Voting Participant shall be deemed to hold a Credit-Linked Commitment (and related Obligations), Incremental Term Loan Commitment or outstanding Term Loans of the respective Tranche, as the case may be, in each case, as reduced by the amount of the participations therein sold to a Voting Participant.
Appears in 3 contracts
Samples: Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Loan Document nor any terms hereof or thereof may be changed, waived, discharged or terminated (other than in accordance with Sections 2.15 and 2.16) unless such change, waiver, discharge or termination is in writing signed by the respective Credit Loan Parties party theretohereto or thereto and the Required Lenders (although additional parties may be added hereto (and annexes may be modified to reflect such additions)), and Subsidiaries of the Borrower Agent and the Parent Guarantors may be released by the Administrative Agent from, the Hermes Agent Guarantee Agreement and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Loan Parties party thereto or the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than than, except with respect to the following clause (i), a Defaulting LenderLender with Obligations being directly affected in the case of following clause (i), ):
(i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for or reduce the principal amount stated expiration date of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications Letter of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in Credit beyond the Commitments shall not constitute an increase of the Commitment of any Lender)Final Maturity Date, or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce (yor forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), ;
(ii) release any all or substantially all of the Collateral under all the Security Documents (except as expressly provided in the Credit Loan Documents) under any or release all or substantially all of the Security value of the Guaranty made by the Guarantors (except as expressly provided in the Loan Documents, );
(iii) amend, modify or waive or have the effect of amending, modifying or waiving any provision of Section 13 or this Section 14.11, 13.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments and the Loans on the Closing Date) or Section 13.06;
(iv) change reduce the “majority” voting threshold specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included on the Effective Closing Date) or a provision which expressly requires the consent of all the Lenders, );
(v) increase the advance rates applicable to the Borrowing Base over those in effect on the Closing Date (it being understood that the adjustment, establishment and elimination of criteria for Eligible Accounts and Eligible Inventory, in each case by the Administrative Agent in accordance with the terms hereof, will not be deemed such an increase in advance rates);
(vi) consent to the release, assignment and/or or transfer by the Parent and/or any Borrower of any of its rights and obligations under this Agreement;
(vii) amend, modify or waive or have the effect of amending, modifying or waiving the application of payments set forth in Sections 5.03(c) or 13.06 hereof or Section 16 of the Pledge and Security Agreement;
(viviii) replace subordinate the Parent Guaranty Liens granted for the benefit of the Secured Parties in respect of all or release substantially all of the Parent Guaranty from Collateral under any of the relevant guarantee Security Documents except to which such Guarantor is a party (other than as the extent provided in such guarantee)the Intercreditor Agreements; provided, provided further, that no such change, waiver, discharge or termination shall (u1) increase the Revolving Loan Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of the Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of Hermeseach Issuing Lender, amend, modify or waive any provision that relates to the of Article III or alter its rights or obligations with respect to Letters of Hermes and Credit, (v3) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Administrative Agent, amend, modify or waive any provision of Article XII or any other provision of this Agreement or any other Loan Document as same relates to the rights or obligations of the Administrative Agent, (4) without the consent of the Collateral Agent, amend, modify or waive any provision of Article XII or any other provisions of this Agreement or any other Loan Documents relating to the rights or obligations of such Agent and/or such Joint Lead Arrangerthe Collateral Agent, as applicable(5) without the consent of the Required Lenders, amend or expand any of the following definitions, in each case the effect of which would be to increase the amounts available for borrowing hereunder: Borrowing Base, Eligible Accounts and Eligible Inventory (including, in each case, the defined terms used therein).
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (viviii), inclusive, of the first proviso to Section 14.11(a13.12(a), the consent of the Required Lenders is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Lenders whose consent is required is not obtained, then the Borrower Agent shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d)termination, provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower Agent shall not have the right to replace a Lender, terminate its Commitment or repay its Loans Lender solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a13.12(a).
(c) Notwithstanding the foregoing, (x) any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower Agent, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, each Issuing Lender) if (i) by the terms of such agreement the Revolving Loan Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment (including pursuant to an assignment to a replacement Lender in accordance with Section 13.04) in full in case of this principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement and (y) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower Agent (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
(d) Notwithstanding anything to the contrary contained in this Section 13.12, (x) Security Documents and related documents executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented and waived with the consent of the Administrative Agent and the Borrower Agent without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered in order (i) to comply with local law or advice of local counsel or (ii) to cause such Security Document or other document to be consistent with this Agreement and the other Loan Documents and (y) if following the Closing Date, the Administrative Agent and any Loan Party shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Loan Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof.
Appears in 3 contracts
Samples: Abl Credit Agreement (Pyxus International, Inc.), Abl Credit Agreement (Pyxus International, Inc.), Abl Credit Agreement (Pyxus International, Inc.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, (i) without the consent of each Lender (other than a Defaulting Lender)affected Bank, (i) extend the final any scheduled maturity of any Loan, extend the timing for Loan or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender)Note, or reduce the rate (including, without limitation, the Applicable Margin) of interest or fees or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))fees, or reduce the principal amount thereof (except to the extent repaid in cash) (provided that any amendment or modification to the financial definitions in this Agreement or to Section 2.14 shall not constitute a reduction in the rate of interest or any fees for purposes of this clause (i)) or (ii) without the consent of each Bank, (a) release a Guarantor from its Guaranty of the Obligations of the Borrower (except in connection with the sale of a Subsidiary which is a Guarantor in accordance with the terms of this Agreement or as otherwise provided in Section 5.23), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iiib) amend, modify or waive any provision of Section 13 or this Section 14.1110.5, (ivc) change reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the LendersBanks, (vd) amend or modify any provision of Section 10.6 to add any additional consent requirements necessary to effect any assignment or participation thereunder or (e) consent to the assignment and/or or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (uy) increase the Commitment or outstanding Loans of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, or Defaults shall not constitute an increase of the Commitment or outstanding Loans of any Bank), or (z) without the consent of Hermesthe Administrative Agent, amend, modify or waive any provision that of Article 7 or any other provision as the same relates to the rights or obligations of Hermes the Administrative Agent. The Banks and (v) without Credit Parties agree that the consent exercise by the Borrower of each Agent and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating its option to increase the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with any proposed change, waiver, discharge or termination to any amount of the provisions outstanding Loans pursuant to Section 2.16 is not an amendment or waiver of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (or any other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a)Credit Document.
Appears in 3 contracts
Samples: Term Loan Agreement, Term Loan Agreement (Alliance Data Systems Corp), Term Loan Agreement (Alliance Data Systems Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender), (i) extend the final scheduled maturity of any Loan, extend the timing for or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender), or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that relates to the rights or obligations of Hermes and (v) without the consent of each Agent and/or each Joint Lead Arranger, as applicableAgent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicableAgent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such LenderXxxxxx’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).
Appears in 3 contracts
Samples: Ninth Supplemental Deed (Norwegian Cruise Line Holdings Ltd.), Supplemental Deed (Norwegian Cruise Line Holdings Ltd.), Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for or reduce the principal amount duration of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender)Interest Period beyond six months, or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on (other than as a result of any Loan or Commitment Commission or fees (except (x) in connection with the waiver of the applicability of any post-default increase in interest rates and (yrates) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid paid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under any of all the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.1113.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans on the Amendment No. 4 Effective Date), (iv) change reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Amendment No. 4 Effective Date) or a provision which expressly requires the consent of all the Lenders), (v) consent to the assignment and/or or transfer by the Parent and/or any Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent release any Borrower Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee)waive compliance by either Borrower with its payment obligations under its Borrower Guaranty; provided, further, that no such change, waiver, discharge or termination shall (us) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (t) without the consent of Hermesthe Administrative Agent, amend, modify or waive any provision that of Section 12 as the same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of Hermes and the Administrative Agent, (u) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent, (v) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (w) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as in effect on the Amendment No. 4 Effective Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01 or 4.02 (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (x) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Amendment No. 4 Effective Date), (y) except in cases where additional extensions of credit are being afforded substantially the same treatment afforded to the Term Loans pursuant to Section 1.14 (as in effect on the Amendment No. 4 Effective Date) and except for technical amendments which are consistent with the intent of the provisions of such Section and do not adversely affect the protections afforded to the Lenders pursuant to said Section, without the consent of the Majority Lenders of each Tranche adversely affected thereby, amend, modify or waive any provisions of Section 1.14 or (z) without the consent of the Supermajority Lenders of the respective affected Tranche, reduce the amount of or extend the date of, any Scheduled Repayment under such Tranche (except that, if additional Loans are made pursuant to a given Tranche, the Scheduled Repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (z)), or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Amendment No. 4 Effective Date). Notwithstanding anything to the contrary contained above in this Section 13.12(a), the Administrative Agent and/or the Collateral Agent shall be permitted (x) to enter into such Joint Lead Arrangeramendments and/or modifications to the Foreign Subsidiaries Guaranty and the Foreign Security Documents which may be required in the discretion of the Administrative Agent and/or the Collateral Agent which are of a technical nature and/or are, in the judgment of the Collateral Agent, required by applicable law, in the interests of the Secured Creditors or (in the case of Foreign Security Documents) necessary or desirable to preserve, maintain, perfect and/or protect the security interests purported to the granted by the respective Foreign Security Documents and (y) to enter into such releases of Collateral pledged pursuant to Foreign Security Documents as applicablemay be reasonably requested by the U.S. Borrower for legitimate operational reasons (e.g., the transfer of Property from one jurisdiction to another), so long as the Fair Market Value of all Collateral so subject to release (as determined in good faith by the U.S. Borrower) at any time does not exceed $5,000,000.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 14.11(a13.12(a), the consent of the Required Lenders is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Lenders whose consent is required is not obtained, then the U.S. Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the U.S. Borrower if the respective Lender’s consent is required with respect to less than all Tranches (or related Commitments), to replace only the respective Tranche or Tranches of Commitments (and related Obligations) and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate each Incremental Term Loan Commitment of such non-consenting Lender’s Commitment Lender (if such Lender’s consent is required as a result of its such Incremental Term Loan Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments Obligations under each Tranche of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d)Sections 3.01 and/or 4.01, provided that, unless the Commitments which are terminated, terminated and Loans repaid, and other Obligations which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans and of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) ), the Required Lenders (determined before giving effect to as if the proposed actionCommitments, Loans and related Obligations being terminated and/or repaid were not outstanding) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the U.S. Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans or other Obligations solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a13.12(a).
(c) Notwithstanding anything to the contrary contained in clause (a) above of this Section 13.12, the respective Borrower, the Administrative Agent and each Incremental Loan Lender may, in accordance with the provisions of Section 1.14, enter into an Incremental Term Loan Commitment Agreement, provided that after the execution and delivery by the respective Borrower, the Administrative Agent and each such Incremental Term Loan Lender of such Incremental Term Loan Commitment Agreement, such Incremental Term Loan Commitment Agreement may thereafter only be modified in accordance with the requirements of clause (a) above of this Section 13.12.
(d) For purposes of Section 13.12(a), (i) a Voting Participant shall be deemed to be a “Lender” holding the portion of the Incremental Term Loan Commitment and/or outstanding Term Loans of a given Tranche of any Lender (other than a Defaulting Lender) in which it purchased a participation (and to have the voting rights of such Lender for the respective such Tranche) and (ii) a Lender (other than a Defaulting Lender) which has sold a participation in a portion of its Incremental Term Loan Commitment and/or outstanding Term Loans of any Tranche to a Voting Participant shall be deemed to hold an Incremental Term Loan Commitment or outstanding Term Loans of the respective Tranche, as the case may be, in each case, as reduced by the amount of the participations therein sold to a Voting Participant.
Appears in 3 contracts
Samples: Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender), (i) extend the final scheduled maturity of any Loan, extend the timing for or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender), or reduce the rate (including, without limitation, the Applicable MarginFloating Rate Margin and the Fixed Rate) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the -116- same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that relates to the rights or obligations of Hermes and (v) without the consent of each Agent Agent, the CIRR Representative and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent Agent, the CIRR Representative and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).
Appears in 2 contracts
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.), Loan Agreement (NCL CORP Ltd.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated termi- nated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected in the case of following clause (i)), (i) extend any Scheduled Repayment, extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereof ), (ii) discharge any Subsidiary Guarantor, or release any portion of the Collateral having a book value in excess of $2,000,000 except as otherwise may be provided in this Agreement or in the Security Documents or except where the consent of the Required Lenders only is specifically provided for, (iii) amend, modify or waive any provision of this Section 12.12, (iv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any Scheduled Repaymentof its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or termination shall (1) increase or extend the Commitments of any Commitment Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender)Bank, or reduce and that an increase in the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability available portion of any post-default increase in interest rates and (y) Commitment of any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement Bank shall not constitute a reduction an increase in the rate Commitment of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cashsuch Bank), (ii2) release any without the consent of the Collateral (except as expressly provided in the Letter of Credit Documents) under any of the Security DocumentsIssuer, (iii) amend, modify or waive any provision of Section 13 2 or this Section 14.11alter its rights or obligations with respect to Letters of Credit, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u3) without the consent of Hermesthe Administrative Agent, amend, modify or waive any provision that of Section 11 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of Hermes and the Administrative Agent, or (v4) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicablethe Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses clause (i) through (viv), inclusive, of the first proviso to Section 14.11(a12.12(a), the consent of the Required Lenders Banks is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clauses clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders Banks with one or more Replacement Lenders Banks pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of Bank's Commitments and repay in full its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consentLoans, in accordance with Section 4.01(dSections 3.02(b) and/or 4.01(b), provided that, unless the Commitments are terminated, terminated and Loans repaid, repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders Banks (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans Bank solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 14.11(a12.12(a).
Appears in 2 contracts
Samples: Credit Agreement (Inacom Corp), Credit Agreement (Inacom Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled Final Scheduled Maturity Dates of or extend the stated maturity of any LoanLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the timing for time of payment of interest or Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release (x) the Guaranty or a Subsidiary Guarantor or (y) all or substantially all of the Collateral (except as expressly provided in the Security Documents in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower or Holdings of any Scheduled Repaymentof its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or termination shall (u) increase or extend the Commitments of any Commitment Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender)Bank, or reduce and that an increase in the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability available portion of any post-default increase in interest rates and (y) Commitment of any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement Bank shall not constitute a reduction an increase in the rate Commitment of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cashsuch Bank), (iiv) release any without the consent of the Collateral (except as expressly provided in the Credit Documents) under any of the Security DocumentsBTCo, (iii) amend, modify or waive any provision of Section 13 2 or this Section 14.11alter its rights or obligations with respect to Letters of Credit, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (uw) without the consent of Hermesthe Administrative Agent, amend, modify or waive any provision that of Section 12 as same applies to such Administrative Agent or any other provision as same relates to the rights or obligations of Hermes and such Administrative Agent, (vx) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arrangerthe Collateral Agent, (y) without the consent of the Supermajority Banks of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Supermajority Banks of each Tranche in the case of an amendment to the definition of Supermajority Banks), amend the definition of Supermajority Banks or alter the required application of any prepayments or repayments (or commitment reductions), as applicablebetween the various Tranches, pursuant to Section 4.01 or 4.02 (although the Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (z) without the consent of the Supermajority Banks of the respective Tranche, amend, modify or waive any Tranche A Term Loan Scheduled Repayment or Tranche B Term Loan Scheduled Repayment.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 14.11(a13.12(a), the consent of the Required Lenders Banks is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders Banks (or, at the option of the Borrower if the respective Bank's consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the respective Tranche or Tranches of Commitments and/or Loans of the respective non-consenting Bank which gave rise to the need to obtain such Bank's individual consent) with one or more Replacement Lenders Banks pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Bank's Revolving Loan Commitment (if such Lender’s Bank's consent is required as a result of its Revolving Loan Commitment), ) and/or repay outstanding Term Loans and terminate any outstanding Commitments of such Lender Bank which gave rise to the need to obtain such Lender’s Bank's consent, in accordance with Section 4.01(dSections 3.02(b) and/or 4.01(v), ; provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders Banks (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, ; provided, further, that in any event the Borrower shall not have the right to replace a LenderBank, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 14.11(a13.12(a).
Appears in 2 contracts
Samples: Credit Agreement (Appliance Warehouse of America Inc), Credit Agreement (Coinmach Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor No modification of any other Credit Document, including any extension or amendment of a Credit Document nor or any terms hereof waiver of a Default or thereof may Event of Default, shall be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by effective without the respective Credit Parties party thereto, the Hermes Agent and prior written agreement of the Required LendersLenders and each Credit Party party to such Credit Document; provided, provided that no such changehowever, waiver, discharge or termination shall, that:
(i) without the prior written consent of Administrative Agent, no modification shall be effective with respect to any provision in a Credit Document that relates to any rights, duties or discretion of the Administrative Agent;
(ii) without the prior written consent of the Collateral Agent, no modification shall be effective with respect to any provision in a Credit Document that relates to any rights, duties or discretion of the Collateral Agent;
(iii) without the prior written consent of Issuing Lender, no modification shall be effective with respect to any Letter of Credit, Obligations in respect of any Letter of Credit or Section 3 that relates to any rights, duties or discretion of the Issuing Lender;
(iv) without the prior written consent of each affected Lender, no modification shall be effective that would (1) increase the Revolving Loan Commitment of such Lender; (2) reduce the amount of, or waive or delay payment of, any principal, interest or fees payable to such Lender or (other than 3) extend the Final Maturity Date;
(v) without the prior written consent of all Lenders (except a Defaulting Lender), no modification shall be effective that would (i1) extend the final scheduled maturity of any Loan, extend the timing for alter Sections 1 (except to add Collateral) or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase 17 of the Commitment U.S. Security Agreement or Sections 2.1 (except to add Collateral) or 10.12 of the Canadian Security Agreement or this Section 13.12; (2) amend the definitions of RL Percentage, Required Lenders or Supermajority Lenders, modify the allocations pursuant to Section 12.14 or Section 13.06 to be other than on a pro rata basis as set forth therein; (3) increase the advance rates used in calculation of the U.S. Inventory Formula Amount, the Canadian Inventory Formula Amount, the U.S. Accounts Formula Amount or Canadian Accounts Formula Amount; (4) release all or substantially all of the Collateral except as currently contemplated by the Credit Documents; or (5) release any LenderCredit Party from liability for any Obligations other than pursuant to a consolidation, merger, amalgamation or liquidation of such Credit Party otherwise permitted pursuant to Section 10.02(g); and
(vi) without the prior written consent of the Supermajority Lenders, no modification shall be effective that would amend or reduce expand any of the rate following definitions, the effect of which would be to increase the amounts available for borrowing hereunder: Applicable Seasonal Percentage, Borrowing Base, Canadian Accounts Formula Amount, Canadian Inventory Formula Amount, Eligible Accounts, Eligible Inventory, Eligible Canadian Accounts, Eligible Canadian Inventory, Eligible U.S. Accounts, Eligible U.S. Inventory, U.S. Accounts Formula Amount or U.S. Inventory Formula Amount (including, without limitationin each case, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions defined terms used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (itherein)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that relates to the rights or obligations of Hermes and (v) without the consent of each Agent and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with any proposed change, waiver, discharge or termination to any [Reserved].
(c) The agreement of the provisions Credit Parties shall not be necessary to the effectiveness of this Agreement any modification of a Credit Document that deals solely with the rights and duties of Lenders, Administrative Agent and/or Issuing Lender as contemplated by clauses among themselves, but the Administrative Agent shall use commercially reasonable efforts to notify the Credit Parties of each such modification (i) through (vibut shall have no liability for failure to do so), inclusive, of the first proviso to Section 14.11(a), . Only the consent of the Required parties to the Fee Letters or any Secured Cash Management Agreement or Secured Hedging Agreement shall be required for any modification of such agreement, and any non-Lender that is party to a Secured Cash Management Agreement or Secured Hedging Agreement shall have no right to participate in any manner in modification of any other Credit Document. Any waiver or consent granted by Administrative Agent or Lenders is obtained but hereunder shall be effective only if in writing and only for the consent matter specified.
(d) No Credit Party will, directly or indirectly, pay any remuneration or other thing of each value, whether by way of additional interest, fee or otherwise, to any Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required its capacity as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of Lender hereunder) as consideration for agreement by such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided thatany modification of any Credit Documents, unless such remuneration or value is concurrently paid, on the Commitments are terminatedsame terms, and Loans repaid, pursuant on a pro rata basis to preceding clause (B) are immediately replaced in full at such time through the addition of new all Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a)providing their consent.
Appears in 2 contracts
Samples: Abl Credit Agreement (Affinia Group Holdings Inc.), Abl Credit Agreement (Affinia Group Intermediate Holdings Inc.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender), (i) extend the final scheduled maturity of any Loan, extend the timing for or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender), or reduce the rate (including, without limitation, the Applicable MarginMargin and the Fixed Rate) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that relates to the rights or obligations of Hermes and (v) without the consent of each Agent Agent, the CIRR Representative and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent Agent, the CIRR Representative and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).
(c) Subject to the further proviso to Section 14.11(a), if a Screen Rate Replacement Event has occurred in relation to the Screen Rate, any amendment or waiver that relates to (i) providing for the use of a Replacement Benchmark in relation to that currency in place of that Screen Rate and (ii)(A) aligning any provision of any Credit Document to the use of that Replacement Benchmark, (B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement), (C) implementing market conventions applicable to that Replacement Benchmark, (D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark, or (E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made, having regard to the following paragraphs of this Section 14.11, with the consent of the Facility Agent (acting on the instructions of the Required Lenders) and the Borrower.
(d) At least six months prior to the LIBOR Discontinuation Date (or, if the LIBOR Discontinuation Date is not known such that the date six months prior to its occurrence cannot be determined, such shorter period as is appropriate in the circumstances), the Facility Agent, the Lenders and the Borrower (or the Parent on the Borrower’s behalf) will enter into good faith negotiations with a view to agreeing the Replacement Benchmark, the Consequential Technical Amendments as well as any other necessary adjustments to the Credit Documents for the period following the LIBOR Discontinuation Date. The negotiations will take into account the then current market standards and will be conducted with a view to ensuring that the interest yield under this Agreement is not impacted and will also take into account any corresponding changes required in respect of the Refinancing Agreements.
Appears in 2 contracts
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.), Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender), (i) extend the final scheduled maturity of any Loan, extend the timing for or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender), or reduce the rate (including, without limitation, the Applicable MarginFloating Rate Margin and the Fixed Rate) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that relates to the rights or obligations of Hermes and (v) without the consent of each Agent Agent, the CIRR Representative and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent Agent, the CIRR Representative and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).
(c) Subject to the further proviso to Section 14.11(a), if a Screen Rate Replacement Event has occurred in relation to the Screen Rate, any amendment or waiver that relates to (i) providing for the use of a Replacement Benchmark in relation to that currency in place of that Screen Rate and (ii)(A) aligning any provision of any Credit Document to the use of that Replacement Benchmark, (B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement), (C) implementing market conventions applicable to that Replacement Benchmark, (D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark, or (E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made, having regard to the following paragraphs of this Section 14.11, with the consent of the Facility Agent (acting on the instructions of the Required Lenders) and the Borrower.
(d) At least six months prior to the LIBOR Discontinuation Date (or, if the LIBOR Discontinuation Date is not known such that the date six months prior to its occurrence cannot be determined, such shorter period as is appropriate in the circumstances), the Facility Agent, the Lenders and the Borrower (or the Parent on the Borrower’s behalf) will enter into good faith negotiations with a view to agreeing the Replacement Benchmark, the Consequential Technical Amendments as well as any other necessary adjustments to the Credit Documents for the period following the LIBOR Discontinuation Date. The negotiations will take into account the then current market standards and will be conducted with a view to ensuring that the interest yield under this Agreement is not impacted and will also take into account any corresponding changes required in respect of the Refinancing Agreements.
(e) Subject to paragraph (d) above, for any Interest Period following the LIBOR Discontinuation Date, the Eurodollar Rate shall be replaced by the weighted average of the rates notified to the Facility Agent by each Lender three Business Days prior to the first day of that Interest Period, to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding or refinancing an amount equal to the outstanding Loan during the relevant Interest Period from whatever source it may reasonably select (other than from KfW).
(f) Upon the LIBOR Discontinuation Date, the Replacement Reference Rate or, as applicable, the reference rate determined pursuant to paragraph (e) above shall also replace the Eurodollar Rate accordingly.
(g) For the purposes of this Section 14.11:
Appears in 2 contracts
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.), Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender), (i) extend the final scheduled maturity of any Loan, extend the timing for or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall -112- not constitute an increase of the Commitment of any Lender), or reduce the rate (including, without limitation, the Applicable MarginMargin and the Fixed Rate) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that relates to the rights or obligations of Hermes and (v) without the consent of each Agent Agent, the CIRR Representative and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent Agent, the CIRR Representative and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).
Appears in 2 contracts
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.), Loan Agreement (NCL CORP Ltd.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender), (i) extend the final scheduled maturity of any Loan, extend the timing for or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of -117- any Lender), or reduce the rate (including, without limitation, the Applicable MarginFloating Rate Margin and the Fixed Rate) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that relates to the rights or obligations of Hermes and (v) without the consent of each Agent Agent, the CIRR Representative and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent Agent, the CIRR Representative and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).
Appears in 2 contracts
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.), Loan Agreement (NCL CORP Ltd.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender), (i) extend the final scheduled maturity of any Loan, extend the timing for or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender), or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that relates to the rights or obligations of Hermes and (v) without the consent of each Agent Agent, KfW, as CIRR mandatary and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent Agent, KfW, as CIRR mandatary and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed (107) change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).
(c) Subject to the further proviso to Section 14.11(a), if a Published Rate Replacement Event has occurred in relation to the Published Rate for dollars, any amendment or waiver that relates to (i) providing for the use of a Replacement Reference Rate and (ii)(A) aligning any provision of any Credit Document to the use of that Replacement Reference Rate, (B) enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement), (C) implementing market conventions applicable to that Replacement Reference Rate, (D) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate, or (E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made, having regard to the following paragraphs of this Section 14.11, with the consent of the Facility Agent (acting on the instructions of all Lenders) and the Borrower.
(d) If any Lender fails to respond to a request for an amendment or waiver described in, or for any other vote of Lenders in relation to, Section 14.11(c) above within 5 Business Days (or such longer time period in relation to any request which the Borrower and the Facility Agent may agree) of that request being made: (i) its Commitment or its participation in the Loans shall not be included for the purpose of ascertaining whether any relevant percentage of Commitments or the aggregate of participations in the Loans (as applicable) has been obtained to approve that request and (ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(e) For the purposes of this Section 14.11:
Appears in 2 contracts
Samples: Loan Agreement (NCL CORP Ltd.), Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender), (i) extend the final scheduled maturity of any Loan, extend the timing for or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender), or reduce the rate (including, without limitation, the Applicable MarginMargin and the Fixed Rate) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that relates to the rights or obligations of Hermes and (v) without the consent of each Agent Agent, the -111- CIRR Representative and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent Agent, the CIRR Representative and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such LenderXxxxxx’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).
(c) Subject to the further proviso to Section 14.11(a), if a Published Rate Replacement Event has occurred in relation to the Published Rate for dollars, any amendment or waiver that relates to (i) providing for the use of a Replacement Reference Rate and (ii)(A) aligning any provision of any Credit Document to the use of that Replacement Reference Rate, (B) enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement), (C) implementing market conventions applicable to that Replacement Reference Rate, (D) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate, or (E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made, having regard to the following paragraphs of this Section 14.11, with the consent of the Facility Agent (acting on the instructions of all Lenders) and the Borrower.
(d) If any Lender fails to respond to a request for an amendment or waiver described in, or for any other vote of Lenders in relation to, Section 14.11(c) above within ten Business Days (or such longer time period in relation to any request which the Borrower and the -112- Facility Agent may agree) of that request being made: (i) its Commitment or its participation in the Loans shall not be included for the purpose of ascertaining whether any relevant percentage of Commitments or the aggregate of participations in the Loans (as applicable) has been obtained to approve that request and (ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(e) For the purposes of this Section 14.11:
Appears in 2 contracts
Samples: Loan Agreement (NCL CORP Ltd.), Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------ other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled Final Scheduled Maturity Dates of or extend the stated maturity of any LoanLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the timing for time of payment of interest or Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release (x) the Guarantee of Holdings or a Subsidiary Guarantor or (y) all or substantially all of the Collateral (except as expressly provided in the Security Documents in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower or Holdings of any Scheduled Repaymentof its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or -------- ------- termination shall (u) increase or extend the Commitments of any Commitment Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender)Bank, or reduce and that an increase in the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability available portion of any post-default increase in interest rates and (y) Commitment of any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement Bank shall not constitute a reduction an increase in the rate Commitment of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cashsuch Bank), (iiv) release any without the consent of the Collateral (except as expressly provided in the Credit Documents) under any of the Security DocumentsBTCo, (iii) amend, modify or waive any provision of Section 13 2 or this Section 14.11alter its rights or obligations with respect to Letters of Credit, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (uw) without the consent of Hermesthe Administrative Agent, amend, modify or waive any provision that of Section 12 as same applies to such Administrative Agent or any other provision as same relates to the rights or obligations of Hermes and such Administrative Agent, (vx) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arrangerthe Collateral Agent, (y) without the consent of the Supermajority Banks of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Supermajority Banks of each Tranche in the case of an amendment to the definition of Supermajority Banks), amend the definition of Supermajority Banks or alter the required application of any prepayments or repayments (or commitment reductions), as applicablebetween the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Sections 4.02(c) and (d)) (although the Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (z) without the consent of the Supermajority Banks of the respective Tranche, amend, modify or waive any Tranche A Scheduled Repayment or Tranche B Scheduled Repayment.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 14.11(a13.12(a), the consent of the Required Lenders Banks is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders Banks (or, at the option of the Borrower if the respective Bank's consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the respective Tranche or Tranches of Commitments and/or Loans of the respective non-consenting Bank which gave rise to the need to obtain such Bank's individual consent) with one or more Replacement Lenders Banks pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-non- consenting Lender’s Bank's Revolving Loan Commitment (if such Lender’s Bank's consent is required as a result of its Revolving Loan Commitment), ) and/or repay each Tranche of outstanding Term Loans and terminate any outstanding Commitments of such Lender Bank which gave rise to the need to obtain such Lender’s Bank's consent, in accordance with Section 4.01(dSections 3.02(b) and/or 4.01(v), ; provided -------- that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders Banks (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, ; provided further, that in any event the Borrower -------- ------- shall not have the right to replace a LenderBank, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 14.11(a13.12(a).
Appears in 2 contracts
Samples: Credit Agreement (Coinmach Laundry Corp), Credit Agreement (Coinmach Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for stated maturity of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 12.12, (iv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the Revolving Loan Commitments are included on the Restatement Effective Date) or (v) consent to the assignment or transfer by the Borrower of any Scheduled Repaymentof its rights and obligations under this Agreement; provided -------- further, that no such change, waiver, discharge or termination shall (1) ------- increase or extend the Revolving Loan Commitment of any Commitment Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender)Bank, or reduce and that an increase in the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability available portion of any post-default increase in interest rates and (y) Revolving Loan Commitment of any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement Bank shall not constitute a reduction an increase in the rate Revolving Loan Commitment of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cashsuch Bank), (ii2) release any without the consent of the Collateral (except as expressly provided in the BTCo and each other Letter of Credit Documents) under any of the Security DocumentsIssuer, (iii) amend, modify or waive any provision of Section 13 2 or this Section 14.11alter its rights or obligations with respect to Letters of Credit, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u3) without the consent of HermesBTCo, alter its rights or obligations with respect to Swingline Loans, (4) without the consent of the Agent, amend, modify or waive any provision that of Section 11 as same applies to the Agent or any other provision as same relates to the rights or obligations of Hermes and the Agent or (v5) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicablethe Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses clause (ia)(i) through (viv), inclusive, of the first proviso to Section 14.11(a12.12(a), the consent of the Required Lenders Banks is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders banks whose individual consent is required are treated as described in either clauses clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders Banks with one or more Replacement Lenders Banks pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of Bank's Revolving Loan Commitments and repay in full its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consentRevolving Loans, in accordance with Section 4.01(dSections 3.02(b) and/or 4.01(b), provided that, unless the Revolving Loan -------- Commitments are terminated, terminated and Revolving Loans repaid, repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Revolving Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders Banks (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not ---------------- have the right to replace a Lender, terminate its Commitment or repay its Loans Bank solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 14.11(a12.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender), (i) extend the final scheduled maturity of any Loan, extend the timing for or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender), or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that relates to the rights or obligations of Hermes and (v) without the consent of each Agent and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such LenderXxxxxx’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).
Appears in 1 contract
Samples: Credit Agreement (Norwegian Cruise Line Holdings Ltd.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender), (i) extend the final scheduled maturity of any Loan, extend the timing for or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender), or reduce the rate (including, without limitation, the Applicable MarginMargin and the Fixed Rate) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that relates to the rights or obligations of Hermes and (v) without the consent of each Agent Agent, the CIRR Representative and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent Agent, the CIRR Representative and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such LenderLxxxxx’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).
Appears in 1 contract
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for stated maturity of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 12.12, (iv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by any Credit Party any of its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitment of any Scheduled Repayment, increase or extend any Commitment Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender)Bank, or reduce and that an increase in the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability available portion of any post-default increase in interest rates and (y) Revolving Loan Commitment of any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement Bank shall not constitute a reduction an increase in the rate Revolving Loan Commitment of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cashsuch Bank), (ii2) release any without the consent of the Collateral (except as expressly provided in the Rabobank and each other Letter of Credit Documents) under any of the Security DocumentsIssuer, (iii) amend, modify or waive any provision of Section 13 2 or this Section 14.11alter its rights or obligations with respect to Letters of Credit, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u3) without the consent of Hermesthe Swingline Bank, alter its rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision that of Section 11 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of Hermes and the Administrative Agent or (v5) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicablethe Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses clause (ia)(i) through (viv), inclusive, of the first proviso to Section 14.11(a12.12(a), the consent of the Required Lenders Banks is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders banks whose individual consent is required are treated as described in either clauses clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders Banks with one or more Replacement Lenders Banks pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting LenderBank’s Commitment (if such Lender’s consent is required as a result of Revolving Loan Commitments and repay in full its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consentRevolving Loans, in accordance with Section 4.01(dSections 3.02(b) and/or 4.01(b), provided that, unless the Revolving Loan Commitments are terminated, terminated and Revolving Loans repaid, repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Revolving Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders Banks (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans Bank solely as a result of the exercise of such LenderBank’s rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 14.11(a12.12(a).
Appears in 1 contract
Samples: Credit Agreement (Nutraceutical International Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender), (i) extend the final scheduled maturity of any Loan, extend the timing for or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender), or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that relates to the rights or obligations of Hermes and (v) without the consent of each Agent Agent, KfW, as CIRR mandatary and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent Agent, KfW, as CIRR mandatary and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).
(c) Subject to the further proviso to Section 14.11(a), if a Screen Rate Replacement Event has occurred in relation to the Screen Rate, any amendment or waiver that relates to (i) providing for the use of a Replacement Benchmark in relation to that currency in place of that Screen Rate and (ii)(A) aligning any provision of any Credit Document to the use of that Replacement Benchmark, (B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement), (C) implementing market conventions applicable to that Replacement Benchmark, (D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark, or (E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made, having regard to the following paragraphs of this Section 14.11, with the consent of the Facility Agent (acting on the instructions of the Required Lenders) and the Borrower.
(d) At least six months prior to the LIBOR Discontinuation Date (or, if the LIBOR Discontinuation Date is not known such that the date six months prior to its occurrence cannot be determined, such shorter period as is appropriate in the circumstances), the Facility Agent, the Lenders and the Borrower (or the Parent on the Borrower’s behalf) will enter into good faith negotiations with a view to agreeing the Replacement Benchmark, the Consequential Technical Amendments as well as any other necessary adjustments to the Credit Documents for the period following the LIBOR Discontinuation Date. The negotiations will take into account the then current market standards and will be conducted with a view to ensuring that the interest yield under this Agreement is not impacted and will also take into account any corresponding changes required in respect of the Refinancing Agreements.
(e) Subject to paragraph (d) above, for any Interest Period following the LIBOR Discontinuation Date, the Eurodollar Rate shall be replaced by the weighted average of the rates notified to the Facility Agent by each Lender three Business Days prior to the first day of that Interest Period, to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding or refinancing an amount equal to the outstanding Loan during the relevant Interest Period from whatever source it may reasonably select (other than from KfW).
(f) Upon the LIBOR Discontinuation Date, the Replacement Reference Rate or, as applicable, the reference rate determined pursuant to paragraph (e) above shall also replace the Eurodollar Rate accordingly.
(g) For the purposes of this Section 14.11:
Appears in 1 contract
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender), (i) extend the final scheduled maturity of any Loan, extend the timing for or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender), or reduce the rate (including, without limitation, the Applicable MarginMargin and the Fixed Rate) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that relates to the rights or obligations of Hermes and (v) without the consent of each Agent Agent, the CIRR Representative and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent Agent, the CIRR Representative and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such LenderXxxxxx’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).
(c) Subject to the further proviso to Section 14.11(a), if a Screen Rate Replacement Event has occurred in relation to the Screen Rate, any amendment or waiver that relates to (i) providing for the use of a Replacement Benchmark in relation to that currency in place of that Screen Rate and (ii)(A) aligning any provision of any Credit Document to the use of that Replacement Benchmark, (B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement), (C) implementing market conventions applicable to that Replacement Benchmark, (D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark, or (E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made, having regard to the following paragraphs of this Section 14.11, with the consent of the Facility Agent (acting on the instructions of the Required Lenders) and the Borrower.
(d) At least six months prior to the LIBOR Discontinuation Date (or, if the LIBOR Discontinuation Date is not known such that the date six months prior to its occurrence cannot be determined, such shorter period as is appropriate in the circumstances), the Facility Agent, the Lenders and the Borrower (or the Parent on the Borrower’s behalf) will enter into good faith negotiations with a view to agreeing the Replacement Benchmark, the Consequential Technical Amendments as well as any other necessary adjustments to the Credit Documents for the period following the LIBOR Discontinuation Date. The negotiations will take into account the then current market standards and will be conducted with a view to ensuring that the interest yield under this Agreement is not impacted and will also take into account any corresponding changes required in respect of the Refinancing Agreements.
Appears in 1 contract
Samples: Third Supplemental Agreement (Norwegian Cruise Line Holdings Ltd.)
Amendment or Waiver; etc. (a) Neither Except as provided in Section ------------------------ 13.18, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for or reduce the principal amount stated expiration date of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications Letter of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in Credit beyond the Commitments shall not constitute an increase of the Commitment of any Lender)Revolving Loan Maturity Date, or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement or to Section 13.07(a) or (b) shall not constitute a reduction in the rate of interest or Fees for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under any of all the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.1113.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Effective Date), (iv) change reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as ; provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of Hermeseach Issuing Lender, amend, modify or waive any provision that of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, (4) without the consent of any Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of Hermes and such Agent, (v5) without the consent of each Agent and/or each Joint Lead Arranger, as applicableCollateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arrangerthe Collateral Agent, (6) except in cases where additional extensions of term loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reduction), as applicablebetween the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), or (7) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of, or extend the date of, any Tranche A Term Loan Scheduled Repayment or Tranche B Term Loan Scheduled Repayment, as the case may be, or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date).
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 14.11(a13.12(a), the consent of the Required Lenders is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, right to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender Lenders consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent theretotermination, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans Lender solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a13.12(a).
(c) For purposes of this Section 13.12, the Syndication Agent, in coordination with the Administrative Agent, shall have primary responsibility, together with the Credit Agreement Parties, in the negotiation, preparation, and documentation relating to any amendment, modification or waiver of this Agreement, any other Credit Document or any other agreement or document related hereto or thereto contemplated pursuant to this Section 13.12.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty and the Pledge Agreement in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), (ii)(x) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for or reduce the principal amount stated expiration date of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications Letter of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in Credit beyond the Commitments shall not constitute an increase of the Commitment of any Lender)Revolving Loan Maturity Date, or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or (y) reduce the principal amount thereof (except to of, or extend the extent repaid in cash)date of, any Scheduled Term Loan Repayment of a given Tranche of Term Loans, (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under any of the Security DocumentsPledge Agreement, (iii) amend, modify or waive any provision of Section 13 or this Section 14.1113.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Effective Date), (iv) change reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as ; provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement as originally in effect, (x) without the consent of Hermesthe Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01(a) or 5.02 (excluding Section 5.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (y) without the consent of each Lender of each Tranche which is adversely affected by such amendment, amend the definition of Majority Lenders (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date), (3) without the consent of each Issuing Lender, amend, modify or waive any provision that of Section 2 or alter its rights or obligations with respect to Letters of Credit, (4) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (5) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of Hermes and the Administrative Agent, or (v6) without the consent of each Agent and/or each Joint Lead Arranger, as applicableCollateral Agent, amend, modify or waive any provision relating to the rights or obligations of such the Collateral Agent. Notwithstanding the foregoing, for the six month period after the Initial Borrowing Date, the Administrative Agent, the Syndication Agent and/or such Joint Lead Arrangerand the Borrower may enter into (and the Lenders hereby authorize the Administrative Agent, as applicablethe Syndication Agent and the Borrower to enter into) an amendment to this Agreement without the consent of any of the Lenders solely to increase the Applicable Margins with respect to B Term Loans in a manner consistent with that certain separate letter agreement among the Administration Agent, the Syndication Agent and the Borrower (which amendment shall be binding on all Lenders).
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 14.11(a13.12(a), the consent of the Required Lenders is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment), ) and/or repay each Tranche of outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consentconsent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Section 4.01(dSections 4.02(b) and/or 5.01(b), provided that, unless the Commitments which are terminated, terminated and Loans repaid, which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) ), the Required Lenders (determined before after giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a13.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Restricted Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly affected in the case of following clauses (i)(y) and (vi) or whose Obligations are being extended in the case of following clause (i)(x)) in each case in lieu of the consent of the Required Lenders, (ii)(x) extend the final scheduled maturity of any LoanLoan or Note, extend the timing for or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender), y) or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce (yor forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement or to Section 12.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under any of all the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.1112.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the B Term Loans on the Effective Date), (iv) change reduce the “majority” voting threshold specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of B Term Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders), (v) consent to the assignment and/or or transfer by Holdings or the Parent and/or Borrower of any of its rights and obligations under this Agreement, Agreement or (vi) replace amend, modify or waive any provision of Section 12.06, except in connection with an amendment that provides for a prepayment of Loans by the Parent Guaranty or release Borrower (offered ratably to all Lenders with Loans under the Parent Guaranty from applicable Tranche) at a discount to par on terms and conditions approved by the relevant guarantee to which such Guarantor is a party (other than as Administrative Agent and the Required Lenders; provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or a mandatory repayment of Loans shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of Hermesthe Administrative Agent, amend, modify or waive any provision that of Section 12 or any other provision as same relates to the rights or obligations of Hermes the Administrative Agent, (3) [Reserved], (4) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the B Term Loans pursuant to this Agreement on the Effective Date, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.02(f) (it being understood, however, that (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (vy) any conversion of any Tranche of Loans into another Tranche of Loans hereunder in like principal amount shall not be considered a “prepayment” or “repayment” for purposes of this clause (4)), (5) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), or (6) reduce the amount of, or extend the date of, any Scheduled Term Loan Repayment without the consent of each Agent and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicableaffected Lender.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a12.12(a), the consent of the Required Lenders is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, whose individual consent is required to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d)termination, provided that, unless the Commitments Loans which are terminated, and Loans repaid, repaid pursuant to preceding clause (B) the foregoing are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the foregoing, the Required Lenders (determined before after giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment Lender or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a12.12(a).
(c) Notwithstanding the foregoing, (x) any provision of this Agreement may be amended by an agreement in writing entered into by Holdings, the Borrower, the Required Lenders and the Administrative Agent if (i) by the terms of such agreement the Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (ii) at the time such amendment becomes effective, each Lender not consenting thereto receives payment (including pursuant to an assignment to a replacement Lender in accordance with Section 12.04) in full of this principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement and (y) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Credit Documents with the Term Loans and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.
(d) In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, Holdings, the Borrower and the Lenders providing the relevant Replacement Term Loans (notwithstanding Section 2.07 or 12.06) to permit the refinancing of all outstanding Term Loans of any Tranche (the “Refinanced Term Loans”) with a replacement term loan tranche denominated in Dollars (the “Replacement Term Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, as the case may be, (b) the Effective Yield with respect to such Replacement Term Loans shall not be greater than the Effective Yield with respect to such Refinanced Term Loans, (c) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans at the time of such refinancing (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of the applicable Term Loans), and (d) all other terms applicable to such Replacement Term Loans shall reflect market conditions at the time of incurrence but be substantially similar to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such refinancing.
(e) Notwithstanding anything to the contrary contained in this Section 12.12, (x) Security Documents (including any Additional Security Documents) and related documents executed by Restricted Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be amended, supplemented and waived with the consent of the Administrative Agent and the Borrower without the need to obtain the consent of any other Person if such amendment, supplement or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities, omissions, mistakes or defects or (iii) to cause such Security Document or other document to be consistent with this Agreement and the other Credit Documents and (y) if following the Effective Date, the Administrative Agent and any Credit Party shall have jointly identified an ambiguity, inconsistency, obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Credit Documents (other than the Security Documents), then the Administrative Agent and the Credit Parties shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Credit Documents.
(f) Notwithstanding anything to the contrary contained in this Section 12.12, the Borrower, the Administrative Agent and each Lender agreeing to make Incremental Term Loans may, in accordance with the provisions of Section 2.14, enter into an Incremental Amendment without the consent of the Required Lenders, provided that after the execution and delivery by the Borrower, the Administrative Agent and each such Lender of such Incremental Amendment, such Incremental Amendment may thereafter only be modified in accordance with the requirements of Section 12.12(a).
(g) Notwithstanding anything to the contrary contained in this Section 12.12 or elsewhere in this Agreement, Lenders that are Affiliated Investor Funds shall not be permitted, in the aggregate, to account for more than 49% of the amounts includable in determining whether the “Majority Lenders” or “Required Lenders” have consented to any amendment, modification, waiver, consent or other action that is subject to such vote. The voting power of each Lender that is an Affiliated Investor Fund shall be reduced, pro rata, to the extent necessary in order to comply with the immediately preceding sentence.
Appears in 1 contract
Samples: Credit Agreement and Subsidiaries Guaranty (Leap Wireless International Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for stated maturity of any Letter of Credit beyond the A Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, (iii) release all or substantially all of the Guarantees (except as expressly provided in the Credit Documents), (iv) amend, modify or waive any provision of this Section 12.12, (v) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (vi) consent to the assignment or transfer by a Borrower of any Scheduled Repaymentof its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or termination shall (1) increase or extend the Commitments of any Commitment Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender)Bank, or reduce and that an increase in the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability available portion of any post-default increase in interest rates and (y) Commitment of any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement Bank shall not constitute a reduction an increase in the rate Commitment of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cashsuch Bank), (ii2) release any without the consent of the Collateral (except as expressly provided in the Credit Documents) under any of the Security DocumentsBTCo, (iii) amend, modify or waive any provision of Section 13 2 or this Section 14.11alter its rights or obligations with respect to Letters of Credit or Swingline Loans, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u3) without the consent of Hermeseach applicable Agent, amend, modify or waive any provision that of Section 11 as same applies to such Agent or any other provision as same relates to the rights or obligations of Hermes and (v) without the consent of each Agent and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).Agent,
Appears in 1 contract
Samples: Credit Agreement (Dade Behring Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender), (i) extend the final scheduled maturity of any Loan, extend the timing for or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender), or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that relates to the rights or obligations of Hermes and (v) without the consent of each Agent Agent, KfW, as CIRR mandatary and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent Agent, KfW, as CIRR mandatary and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).
(c) Subject to the further proviso to Section 14.11(a), if a Screen Rate Replacement Event has occurred in relation to the Screen Rate, any amendment or waiver that relates to (i) providing for the use of a Replacement Benchmark in relation to that currency in place of that Screen Rate and (ii)(A) aligning any provision of any Credit Document to the use of that Replacement Benchmark, (B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement), (C) implementing market conventions applicable to that Replacement Benchmark, (D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark, or (E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made, having regard to the following paragraphs of this Section 14.11, with the consent of the Facility Agent (acting on the instructions of the Required Lenders) and the Borrower.
(d) At least six months prior to the LIBOR Discontinuation Date (or, if the LIBOR Discontinuation Date is not known such that the date six months prior to its occurrence cannot be determined, such shorter period as is appropriate in the circumstances), the Facility Agent, the Lenders and the Borrower (or the Parent on the Borrower’s behalf) will enter into good faith negotiations with a view to agreeing the Replacement Benchmark, the Consequential Technical Amendments as well as any other necessary adjustments to the Credit Documents for the period following the LIBOR Discontinuation Date. The negotiations will take into account the then current market standards and will be conducted with a view to ensuring that the interest yield under this Agreement is not impacted and will also take into account any corresponding changes required in respect of the Refinancing Agreements.
Appears in 1 contract
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby), (i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for stated maturity of any Letter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest (other than as a result of any waiver of the applicability of any post-default increase in interest rates) or Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Commitments are included on the Effective Date), (v) consent to the assignment or transfer by the Borrower of any Scheduled Repaymentof its rights and obligations under this Agreement or (vi) amend, waive or modify the approval rights of the Banks in respect of a nine or twelve-month Interest Period as provided in Section 1.09; provided further, that no such change, waiver, discharge or termination shall (v) increase or extend the Commitment of any Commitment Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender)Bank, or reduce and that an increase in the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability available portion of any post-default increase in interest rates and (y) Commitment of any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement Bank shall not constitute a reduction an increase in the rate Commitment of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cashsuch Bank), (iiw) release any without the consent of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documentsrespective Issuing Bank or Issuing Banks, (iii) amend, modify or waive any provision of Section 13 2 with respect to Letters of Credit issued by it or this Section 14.11alter its rights or obligations with respect to Letters of Credit issued by it, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (ux) without the consent of HermesBTCo, amend, modify or waive any provision that of Sections 1.01(b) and (c) or alter its rights and obligations with respect to Swingline Loans (including, without limitation, the obligations of the other Banks to fund Mandatory Borrowings), (y) without the consent of the respective Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of Hermes such Agent and (vz) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicablethe Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vivii), inclusive, of the first proviso to Section 14.11(a13.12(a), the consent of the Required Lenders Banks is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders Banks with one or more Replacement Lenders Banks pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Bank's Commitment (if such Lender’s Bank's consent is required as a result of its Commitment), and/or ) and repay outstanding Revolving Loans and terminate any outstanding Commitments of such Lender Bank which gave rise to the need to obtain such Lender’s Bank's consent, in accordance with Section 4.01(dSections 3.02(b) and/or 4.01(v), provided that, unless the Commitments are terminated, and Revolving Loans repaid, pursuant to the preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Commitments and/or outstanding Revolving Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) ), the Required Lenders Banks (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a LenderBank, terminate its Commitment or repay its Revolving Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 14.11(a13.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for stated maturity of any Letter of Credit beyond the A Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereof, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, (iii) release all or substantially all of the Guarantees (except as expressly provided in the Credit Documents), (iv) amend, modify or waive any provision of this Section 12.12, (v) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (vi) consent to the assignment or transfer by a Borrower of any Scheduled Repaymentof its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or ---------------- termination shall (1) increase or extend the Commitments of any Commitment Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender), or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that relates to the rights or obligations of Hermes and (v) without the consent of each Agent and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminatedBank, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).an 151
Appears in 1 contract
Samples: Credit Agreement (Dade Behring Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for or reduce the principal amount stated expiration date of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications Letter of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in Credit beyond the Commitments shall not constitute an increase of the Commitment of any Lender)Revolving Loan Maturity Date, or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under any of all the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.1113.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Effective Date), (iv) change reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or or transfer by Holdings or the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as ; provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement as originally in effect, (x) without the consent of Hermesthe Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below in this sub-clause (x), alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 5.01(a) or 5.02 (excluding Section 5.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (y) without the consent of the Majority Lenders of each Tranche which is adversely affected by such amendment, amend the definition of Majority Lenders (it being understood that with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date), (3) without the consent of each Issuing Lender, amend, modify or waive any provision that of Section 3 or alter its rights or obligations with respect to Letters of Credit, (4) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (5) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of Hermes and the Administrative Agent, (v6) without the consent of each Agent and/or each Joint Lead Arranger, as applicableCollateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, or (7) without the consent of the Majority Lenders under the affected Tranche of Term Loans, reduce the amount of, or extend the date of, any Scheduled Term Loan Repayment in respect of such Agent and/or such Joint Lead Arranger, as applicableTranche of Term Loans.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 14.11(a13.12(a), the consent of the Required Lenders is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 2.11 2.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Loan Commitment (if such Lender’s consent is required as a result of its Revolving Loan Commitment), ) and/or its Term Loan Commitment (if such Lender’s consent is required as a result of its Term Loan Commitment) and/or repay each Tranche of outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consentconsent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Section 4.01(dSections 4.02(b) and/or 5.01(b), provided that, unless the Commitments which are terminated, terminated and Loans repaid, which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) ), the Required Lenders (determined before after giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a13.12(a).
(c) Notwithstanding anything to the contrary contained in clause (a) above of this Section 13.12, the Borrower, the Administrative Agent and each Incremental Term Loan Lender may, in accordance with the provisions of Section 2.14, enter into an Incremental Term Loan Commitment Agreement, provided that after the execution and delivery by the Borrower, the Administrative Agent and each such Incremental Term Loan Lender of such Incremental Term Loan Commitment Agreement, such Incremental Term Loan Commitment Agreement may thereafter only be modified in accordance with the requirements of clause (a) above of this Section 13.12.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected), (i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for stated maturity of any Letter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security 151 Documents, (iii) amend, modify or waive any provision of this Section 12.12, (iv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Restatement Effective Date and Term Loans are included on each Term Loan Borrowing Date) or (v) consent to the assignment or transfer by the Borrower of any Scheduled Repaymentof its rights and obligations under this Agreement or any other Credit Document; provided further, that no such change, waiver, discharge or termination shall (u) increase or extend the Commitment of any Commitment Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender)Bank, or reduce and that an increase in the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability available portion of any post-default increase in interest rates and (y) Commitment of any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement Bank shall not constitute a reduction an increase in the rate Commitment of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cashsuch Bank), (iiv) release any without the consent of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documentseach Issuing Bank, (iii) amend, modify or waive any provision of Section 13 2 or this Section 14.11alter its rights or obligations with respect to Letters of Credit, (ivw) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 11 as same applies to such Administrative Agent or any other provision as same relates to the rights or obligations of such Agent, (x) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (y) without the consent of the Supermajority Banks, amend, modify or change the definition of Required Lenders Supermajority Banks or extend or reduce any Scheduled Term Loan Repayment and (z) without the consent of the Total Supermajority Banks, amend, modify or waive Section 8.04(xiv) or reduce the percentage specified in the definition of Total Supermajority Banks (it being understood that, with the consent of the Required LendersTotal Supermajority Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Total Supermajority Banks on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included on the Restatement Effective Date and Term Loans are included on each Term Loan Borrowing Date) or a provision which expressly requires the consent of all the Lenders, (v) consent ). Notwithstanding anything to the assignment and/or transfer by contrary contained herein, the Parent and/or Borrower of Administrative Agent may enter into documentation (including any of its rights and obligations under changes to this Agreement, Agreement or (vithe other Credit Documents) replace necessary to effect the Parent Guaranty or release increase in the Parent Guaranty from the relevant guarantee Total Revolving Loan Commitment pursuant to which such Guarantor is a party (other than as provided in such guaranteeSection 8.04(xiv); provided, further, that no such change, waiver, discharge or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that relates to the rights or obligations of Hermes and (v) without the consent of each Agent and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 14.11(a12.12(a), the consent of the Required Lenders Banks is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks are treated as described in either clauses (A) or (B) below, to either (A) replace each such non- consenting Bank or Banks (or, at the option of the Borrower, if the respective Bank's consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the respective Tranche or Tranches of Commitments and/or Loans of the respective non-consenting Lender or Lenders Bank which gave rise to the need to obtain such Bank's individual consent) with one or more Replacement Lenders Banks pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Bank's Commitment (if such Lender’s consent is required as a result of and repay its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consentLoans, in accordance with Section 4.01(dSections 3.02(b) and/or 4.01(b), provided thatprovided, that unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then then, in the case of any action pursuant to preceding clause (B) ), the Required Lenders Banks (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a LenderBank, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 14.11(a12.12(a).
Appears in 1 contract
Samples: Credit Agreement (Capstar Radio Broadcasting Partners Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly altered in the case of following clause (i)), (i) extend the final scheduled maturity of any LoanLoan or Note, extend the timing for or reduce the principal amount stated maturity of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications Letter of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in Credit beyond the Commitments shall not constitute an increase of the Commitment of any Lender)Revolving Loan Maturity Date, or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest or Fees on any Loan Loan, Note or Commitment Commission or fees Letter of Credit (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the financial definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under any of all the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.1113.12, (iv) change reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as ; provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (t) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (u) without the -116- 123 consent of Hermesthe Swingline Lender or, in the case of Letters of Credit, the respective Issuing Lender, amend, modify or waive any provision that of Section 2 or alter its rights or obligations with respect to Letters of Credit or Swingline Loans, (v) without the consent of the respective Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of Hermes and the respective Agent, (vw) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arrangerthe Collateral Agent, (x) except as provided in Section 13.19(b), without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reductions), as applicablebetween the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Sections 4.02(b) and 4.02(c)) (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction (other than a Scheduled Repayment), so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) if additional tranches of term loans are extended after the Initial Borrowing Date with the consent of the Required Lenders as required above, such Tranches may be included on a pro rata basis with the Term Loans in the various prepayments or repayments required pursuant to Sections 4.01 and 4.02 (excluding Sections 4.02(b) and 4.02(c) and any section providing scheduled repayments for any new Tranche of Term Loans), (y) without the consent of the Majority Lenders of the respective Tranche of Term Loans, decrease the amount of any Scheduled Repayment of such Tranche or extend the date thereof, or (z) without the consent of the Majority Lenders of each Tranche, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Effective Date).
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 14.11(a13.12(a), the consent of the Required Lenders is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower if the respective Lender's consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the respective Tranche or Tranches of Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender's individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s 's Revolving Loan Commitment (if such Lender’s 's consent is required as a result of its Revolving Loan Commitment), terminate such non-consenting Lender's A Term Loan Commitment (if any) and/or B Term Loan Commitment (if any) and repay outstanding Loans and terminate any outstanding Commitments A Term Loans and/or B Term Loans of such Lender which gave rise to the need to obtain such Lender’s 's consent, in accordance with Section 4.01(dSections 3.02(b) and/or 4.01(iv), provided that, unless the Commitments are -117- 124 terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders (providing the respective replacement Commitments and Loans) or the increase of the respective Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment Commitment(s) or repay its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a13.12(a).
Appears in 1 contract
Samples: Credit Agreement (Flowers Foods Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender), (i) extend the final scheduled maturity of any Loan, extend the timing for or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender), or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that relates to the rights or obligations of Hermes and (v) without the consent of each Agent Agent, KfW, as CIRR mandatary and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent Agent, KfW, as CIRR mandatary and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).
Appears in 1 contract
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, (i) without the consent of each Lender (other than a Defaulting Lender)affected Bank, (i) extend the final any scheduled maturity of any Loan, extend the timing for Unpaid Drawing or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender)Note, or reduce the rate (including, without limitation, the Applicable Margin) of interest or fees or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))fees, or reduce the principal amount thereof (except to the extent repaid in cash) (provided that any amendment or modification to the financial definitions in this Agreement or to Section 2.14 shall not constitute a reduction in the rate of interest or any fees for purposes of this clause (i)) or (ii) without the consent of each Bank (a) release a Guarantor from its Guaranty of the Obligations of the Borrower (except in connection with the sale of a Subsidiary which is a Guarantor in accordance with the terms of this Agreement or as otherwise provided in Section 5.23), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iiib) amend, modify or waive any provision of Section 13 or this Section 14.1110.5, (ivc) change reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, (1) with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Loans and Commitments are included on the Effective DateDate and (2) or a provision which expressly requires the consent of all the Lenderspursuant to Section 2.16, additional Loans may be made), (vd) amend or modify any provision of Section 10.6 to add any additional consent requirements necessary to effect any assignment or participation thereunder, (e) consent to the assignment and/or or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vif) replace amend any Section which would alter the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee)pro rata sharing of payments required thereby; provided, further, that no such change, waiver, discharge or termination shall (uw) without the consent of Hermeseach Letter of Credit Issuer amend, modify or waive any provision of Article 2A or alter its rights or obligations with respect to Letters of Credit, (x) without the consent of the Swing Lender amend, modify or waive any provision of Section 2.1(c) through (g) or alter its rights or obligations with respect to Swing Loans, (y) increase the Commitments of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or of a mandatory reduction in the Total Revolving Credit Commitments shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Revolving Credit Commitment of any Bank shall not constitute an increase of the Revolving Credit Commitment of such Bank), or (z) without the consent of the Administrative Agent, amend, modify or waive any provision that of Article 7 or any other provision as the same relates to the rights or obligations of Hermes and (v) without the consent of each Agent and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicableAdministrative Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for or reduce the principal amount stated maturity of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications Letter of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in Credit beyond the Commitments shall not constitute an increase of the Commitment of any Lender)Revolving Loan Maturity Date, or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on (other than as a result of any Loan or Commitment Commission or fees (except (x) in connection with the waiver of the applicability of any post-default increase in interest rates and rates) or Fees thereon, or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (i)), notwithstanding the fact that such amendment or reduce the principal amount thereof (except to the extent repaid modification actually results in cashsuch a reduction), (ii) release any (x) all or substantially all of the Collateral (except as expressly provided in the Credit Security Documents) under any all the Security Documents or (y) all or substantially all of the Security DocumentsGuarantors from the Subsidiaries Guaranty, (iii) amend, modify or waive any provision of Section 13 or this Section 14.1113.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans, the Revolving Loan Commitments and the PF Letter of Credit Commitments on the Effective Date), (iv) change reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans Term Loans, Revolving Loan Commitments and PF Letter of Credit Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders), (v) amend or modify Section 13.06 in a manner that would alter the pro rata sharing of payments required thereby, or (vi) consent to the assignment and/or or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, Agreement or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (any other than as Credit Document; provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (s) amend, modify or waive any condition precedent set forth in Section 6A or 6B with respect to the making of Revolving Loans or Swingline Loans or the issuance of Letters of Credit, without the written consent of the Majority Lenders holding Revolving Loan Commitments, (t) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (u) without the consent of Hermeseach Letter of Credit Issuer, amend, modify or waive any provision that of Section 2 or alter its rights or obligations with respect to Letters of Credit, (v) without the consent of CSFB, alter its rights or obligations with respect to Swingline Loans, (w) without the consent of the respective Agent, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of Hermes and such Agent, (vx) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (y) without the consent of the Supermajority Lenders of a relevant Tranche, reduce the amount of or extend the date of, any Scheduled Repayment (except that, if additional Loans are made pursuant to a given Tranche, the Scheduled Repayments of such Agent and/or such Joint Lead ArrangerTranche may be increased on a proportionate basis without the consent otherwise required by this clause (y)), or (z) amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as applicablethe extensions of Loans and Commitments are included on the Effective Date).
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a13.12(a), the consent of the Required Lenders is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Lenders whose consent is required is not obtained, then the Borrower shall have the right, on and after the Term Loan Commitment Termination Date, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower if the respective Lender's consent is required with respect to less than all Tranches (or related Commitments), to replace only the respective Tranche of Commitments and/or related Obligations of the respective non-consenting Lender which gave rise to the need to obtain such Lender's individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s 's Revolving Loan Commitment (if such Lender’s 's consent is required as a result of its Revolving Loan Commitment), PF Letter of Credit Commitment (if such Lender's consent is required as a result of its PF Letter of Credit Commitment) and/or repay each Tranche of outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent's consent and/or cash collateralize its applicable Percentage of the Letter of Credit Outstandings, in accordance with Section 4.01(dSections 3.02(b) and/or 4.01(vi), provided that, unless the Commitments which are terminated, terminated and Loans repaid, which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) ), the Required Lenders (determined before after giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a13.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly and adversely modified in the case of following clause (i)), (i) extend the final scheduled maturity of any LoanLoan or Note, or extend the timing for or reduce the principal amount stated expiration date of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications Letter of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in Credit beyond the Commitments shall not constitute an increase of the Commitment of any Lender)Revolving Loan Maturity Date, or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees Fees thereon (except (x) in connection with the a waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)rates), or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 14.07(a) shall not constitute a reduction in the rate of interest or any Fees for purposes of this clause (i)), (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit DocumentsDocuments in connection with an asset sale permitted pursuant to Section 9.02) under any of all the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.1114.12, (iv) change reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders), (v) release all or substantially all of the Subsidiary Guarantors (except as expressly provided in the Subsidiaries Guaranty in connection with an asset sale permitted pursuant to Section 9.02), (vi) release VHS Holdco I from the Holdings Guaranty, (vii) consent to the assignment and/or or transfer by the Parent and/or Borrower any Credit Agreement Party of any of its rights and obligations under this Agreement, Agreement or (viviii) replace amend, modify or waive any provisions of Section 14.06(a) providing for payments to be made ratably to the Parent Guaranty or release Lenders (it being understood that, with the Parent Guaranty from consent of the relevant guarantee Required Lenders, additional extensions of credit pursuant to which this Agreement may be included in determining any ratable share pursuant to Section 14.06(a) and adjustments to any such Guarantor is a party (other than as provided in such guaranteeSection may be made consistent therewith); provided, provided further, that no such change, waiver, discharge or termination shall (u1) increase the Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (2) without the consent of Hermeseach Issuing Lender, amend, modify or waive any provision that of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 as same applies to the Administrative Agent or any other provision herein or in any other Credit Document as same relates to the rights or obligations of Hermes and the Administrative Agent, (v4) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arrangerthe Collateral Agent, (5) without the consent of the Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, (6) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reduction), as applicablebetween the various Tranches, pursuant to Section 4.01(a) or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (7) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of, or extend the date of, any Scheduled Term Loan Repayment, or amend the definition of Supermajority Lender (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans are included on the Effective Date), (8) in cases where any Incremental Term Loans are being added to an existing Tranche of Term Loans pursuant to Section 1.16, without the consent of the Supermajority Lenders of the respective Tranche (determined before giving effect to the additions to such Tranche), alter any of the requirements contained in Section 1.16(c), and (9) without the consent of the Majority Lenders of each Tranche of Term Loans and, in the case of Section 1.16(a)(ix), the Total Revolving Loan Commitment amend or modify the provisions of Section 1.16(a)(ix) or (x), as the case may be.
(b) If, in connection with any proposed change, waiver, discharge or termination with respect to any of the provisions of this Agreement as contemplated by clauses (i) through (viviii), inclusive, of the first proviso to Section 14.11(a14.12(a), the consent of the Required Lenders is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Lenders whose consent is required is not obtained, then the Borrower Borrowers shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, right to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrowers, if the respective Lender's individual consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Commitments and/or Loans under the respective Tranche of the respective non-consenting Lender which gave rise to the need to obtain such a Lender's individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents (or acknowledges that it would have consented) to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s 's Revolving Loan Commitment, Initial Sub-Tranche 2 Term Loan Commitment or Initial Sub-Tranche 3 Term Loan Commitment (if such Lender’s 's individual consent is required as a result of its such Commitment), ) and/or repay the outstanding Loans and terminate any outstanding Commitments of such Lender under each Tranche which gave rise to the need to obtain such a Lender’s consent, 's individual consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit Outstandings in accordance with Section 4.01(dSections 3.02(d) and/or 4.01(b), provided that, unless the Commitments that are terminated, and the Loans repaid, that are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, provided further, that in any event the Borrower Borrowers shall not have the right to replace a Lender, terminate any of its Commitment Commitments or repay its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a14.12(a).
(c) In addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, VHS Holdco I, the Borrowers and the Lenders providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans of a particular Tranche (but in the case of Initial Term Loans only after no Initial Term Loan Commitments exist) ("Refinanced Term Loans") with a replacement "B" term loan tranche hereunder which shall be Loans hereunder ("Replacement Term Loans"); provided that (a) the aggregate principal amount of such Replacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans, (b) the Applicable Margin for such Replacement Term Loans shall not be higher than the Applicable Margin for such Refinanced Term Loans, (c) the Weighted Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans at the time of such refinancing, (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest Maturity Date for Term Loans in effect immediately prior to such refinancing and (e) the Borrowers shall be required to pay (jointly and severally) the fee described in Section 3.01(h) upon any refinancing of any Term Loans as contemplated under this Section 14.12(c) occurring on or prior to September 23, 2005.
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan, extend the timing for Loan or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender)Note, or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 11.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under any of all the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.1111.12, (iv) change reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as ; provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (ux) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (y) without the consent of Hermesthe Administrative Agent, amend, modify or waive any provision that of Section 10 or any other provision as same relates to the rights or obligations of Hermes and the Administrative Agent or (vz) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicablethe Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required LendersBanks; provided, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected in the case of following clause (i), ): (i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for stated maturity of any Letter of Credit beyond the Final Maturity Date (except to the extent provided in Section 2.01(e)), or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash); (ii) release all or substantially all of the Collateral (except as expressly provided -118- in the Credit Documents) under all the Security Documents; (iii) amend, modify or waive any provision of this Section 13.12; (iv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Revolving Loan Commitments are included on the Restatement Effective Date); or (v) consent to the assignment or transfer by the Borrower of any Scheduled Repaymentof its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or ---------------- termination shall (v) increase or extend the Revolving Loan Commitment of any Commitment Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Bank shall not constitute an increase in the Revolving Loan Commitment of such Bank); (w) without the consent of BTCo, amend, modify or reduce the rate (including, without limitation, the Applicable Marginwaive any provision of Sections 1.01(b) or extend the time of payment of interest on any Loan 1.01(c) or Commitment Commission alter its rights or fees (except obligations with respect to Swingline Loans; (x) in connection with without the waiver consent of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09each Issuing Bank, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 2 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of alter its rights and obligations under this Agreement, or with respect to Letters of Credit; (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (uy) without the consent of Hermesthe Agent, amend, modify or waive any provision that of Section 12 as same applies to the Agent or any other provision as same relates to the rights or obligations of Hermes and the Agent; or (vz) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicablethe Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 14.11(a13.12(a), the consent of the Required Lenders Banks is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders Banks with one or more Replacement Lenders Banks pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Bank's Revolving Loan Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d3.02(b) and 4.01(v), provided thatprovided, that -------- unless the Revolving Loan Commitments that are terminated, and Revolving Loans that are repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders Banks (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, ; provided further, that in any event the ---------------- Borrower shall not have the right to replace a LenderBank, terminate its Revolving Loan Commitment or repay its Revolving Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 14.11(a13.12(a).
Appears in 1 contract
Samples: Credit Agreement (Autotote Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor ------------------------ any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required LendersBanks, provided that no such change, waiver, discharge or -------- termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled Final Scheduled Maturity Dates of or extend the stated maturity of any LoanLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the timing for time of payment of interest or Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release (x) the Guarantee of Holdings or a Subsidiary Guarantor or (y) all or substantially all of the Collateral (except as expressly provided in the Security Documents in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower or Holdings of any Scheduled Repaymentof its rights and obligations under this Agreement; provided further, that no such change, waiver, -------- ------- discharge or termination shall (u) increase or extend the Commitments of any Commitment Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender)Bank, or reduce and that an increase in the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability available portion of any post-default increase in interest rates and (y) Commitment of any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement Bank shall not constitute a reduction an increase in the rate Commitment of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cashsuch Bank), (iiv) release any without the consent of the Collateral (except as expressly provided in the Credit Documents) under any of the Security DocumentsBTCo, (iii) amend, modify or waive any provision of Section 13 2 or this Section 14.11alter its rights or obligations with respect to Letters of Credit, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (uw) without the consent of Hermesthe Administrative Agent, amend, modify or waive any provision that of Section 12 as same applies to such Administrative Agent or any other provision as same relates to the rights or obligations of Hermes and such Administrative Agent, (vx) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arrangerthe Collateral Agent, (y) without the consent of the Supermajority Banks of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Supermajority Banks of each Tranche in the case of an amendment to the definition of Supermajority Banks), amend the definition of Supermajority Banks or alter the required application of any prepayments or repayments (or commitment reductions), as applicablebetween the various Tranches, pursuant to Section 4.01 or 4.02 (although the Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered) or (z) without the consent of the Supermajority Banks of the respective Tranche, amend, modify or waive any Tranche A Term Loan Scheduled Repayment or Tranche B Term Loan Scheduled Repayment.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 14.11(a13.12(a), the consent of the Required Lenders Banks is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders Banks (or, at the option of the Borrower if the respective Bank's consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the respective Tranche or Tranches of Commitments and/or Loans of the respective non-consenting Bank which gave rise to the need to obtain such Bank's individual consent) with one or more Replacement Lenders Banks pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-non- consenting Lender’s Bank's Revolving Loan Commitment (if such Lender’s Bank's consent is required as a result of its Revolving Loan Commitment), ) and/or repay outstanding Term Loans and terminate any outstanding Commitments of such Lender Bank which gave rise to the need to obtain such Lender’s Bank's consent, in accordance with Section 4.01(dSections 3.02(b) and/or 4.01(v), ; provided that, unless the -------- Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders Banks (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, ; provided further, that in any event the Borrower shall not have the right to -------- ------- replace a LenderBank, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 14.11(a13.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither Subject to the provisions of following clauses (c), (d), (e), (f), (g), (h), (i), (j) and (k) neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender)) with Obligations being directly affected thereby, (i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for or reduce the principal amount stated expiration date of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications Letter of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in Credit beyond the Commitments shall not constitute an increase of the Commitment of any Lender)Maturity Date, or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the a waiver of applicability of any post-default increase in interest rates and (yrates) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), Fees thereon or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) or (b) shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or Fees payable hereunder), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.1113.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections set forth in the proviso below to such additional extensions of credit), (iviii) change reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders), (viv) consent to the assignment and/or or transfer by the Parent and/or any Borrower of any of its rights and obligations under this AgreementAgreement (except that, with the consent of the Required Lenders, the Corporation and any other Dollar Revolving Loan Borrower may assign or transfer its rights hereunder in connection with a merger or consolidation with or into another Person as contemplated by (and in accordance with the requirements of) Section 9.02), (v) release any Guarantor from its Guaranty (unless such Guarantor ceases to be a Dollar Revolving Loan Borrower in accordance with Section 13.12(d)) (it being understood, however, that the assumption by another Person of any Guarantor’s obligations under the Guaranty in connection with a merger or consolidation of such Guarantor, with such other Person as contemplated by (and in accordance with the requirements of) Section 9.02 shall not be construed to be a release of such Guarantor from its Guaranty) or (vi) replace the Parent Guaranty amend, modify or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guaranteewaive any provision of Section 13.06(a); provided, provided further, that that, in addition to the consent of the Required Lenders required above, no such change, waiver, discharge or termination shall (u) in the case of any such change, waiver, discharge or termination to or of any Incremental Revolving Loan Commitment Agreement, without the consent of Hermeseach Lender (other than a Defaulting Lender) party thereto, amend, modify, waive or terminate such Incremental Revolving Loan Commitment Agreement, (v) increase the Commitments (or Sub-Commitments) of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment (or Sub-Commitment) of any Lender, and that an increase in the available portion of any Commitment (or Sub-Commitment) of any Lender shall not constitute an increase of the Commitment (or Sub-Commitment) of such Lender), (w) without the consent of each Issuing Bank, amend, modify or waive any provision that relates to the of Section 2 or alter its rights or obligations with respect to Letters of Hermes and Credit, (vx) without the consent of each Agent and/or each Joint Lead ArrangerSwingline Lender, as applicablealter its rights or obligations with respect to Swingline Loans, or (y) without the consent of the respective Agent, amend, modify or waive any provision relating of Section 12 or any other provision as same relates to the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicableAgent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 14.11(a13.12(a), the consent of the Required Lenders is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Lenders whose consent is required is not obtained, then the Borrower Corporation shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.14 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d)termination, provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower Corporation shall not have the right to replace a Lender, terminate its Commitment or repay its Loans Lender solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a13.12(a).
(c) At any time and from time to time after the Effective Date, one or more Persons may become Alternate Currency Revolving Loan Borrowers in accordance with the provisions of Section 6.03 and the definition of Alternate Currency Revolving Loan Borrower contained herein. Upon the satisfaction of such provisions, such Person shall constitute an Alternate Currency Revolving Loan Borrower and a Borrower party to this Agreement, without any further actions taken by any Persons. Furthermore, the Corporation may, at any time and from time to time, by written notice to the Administrative Agent, remove any Alternate Currency Revolving Loan Borrower as such an Alternate Currency Revolving Loan Borrower on a prospective basis; provided that at the time of such removal there are no outstanding Alternate Currency Revolving Loans owing by such Alternate Currency Revolving Loan Borrower (and no outstanding Alternate Currency Letters of Credit for which such Alternate Currency Revolving Loan Borrower is an Account Party), and all other amounts then due and payable by such Alternate Currency Revolving Loan Borrower have been paid in full. Any removal of a Person as an Alternate Currency Revolving Loan Borrower shall have no effect on any obligations of such Person as an Alternate Currency Revolving Loan Borrower hereunder in respect of Obligations previously incurred by it hereunder or with respect to any of the indemnities set forth herein (including, without limitation, in Sections 1.11, 1.12, 1.16(b), 2.06, 4.04, 12.06 and 13.01), which shall survive the removal of such Person as an Alternate Currency Revolving Loan Borrower.
(d) At any time and from time to time after the Effective Date, one or more Persons may become Dollar Revolving Loan Borrowers in accordance with the provisions of Section 6.04 and the definition of Dollar Revolving Loan Borrower contained herein. Upon the satisfaction of such provisions, such Person shall constitute a Dollar Revolving Loan Borrower and a Borrower party to this Agreement, without any further actions taken by any Persons. Furthermore, the Corporation may, at any time and from time to time, by written notice to the Administrative Agent, remove any Dollar Revolving Loan Borrower (other than itself) as a Dollar Revolving Loan Borrower on a prospective basis; provided that at the time of such removal there are no outstanding Dollar Revolving Loans owing by such Dollar Revolving Loan Borrower (and no outstanding Dollar Letters of Credit for which such Dollar Revolving Loan Borrower is an Account Party), and all other amounts then due and payable by such Dollar Revolving Loan Borrower have been paid in full. Any removal of a Person as a Dollar Revolving Loan Borrower shall have no effect on any obligations of such Person as a Dollar Revolving Loan Borrower hereunder in respect of Obligations previously incurred by it hereunder or with respect to any of the indemnities set forth herein (including, without limitation, in Sections 1.11, 1.12, 1.16(b), 2.06, 4.04, 12.06 and 13.01), which shall survive the removal of such Person as a Dollar Revolving Loan Borrower.
(e) (I) From time to time after the Effective Date, with the consent of the Corporation and the Administrative Agent, any RL Lender may agree (in its sole discretion) to reallocate all or a portion of the Non-Alternate Currency Revolving Loan Sub-Commitment of such RL Lender as an Alternate Currency Revolving Loan Sub-Commitment of such RL Lender relating to a given Alternate Currency Revolving Loan Sub-Tranche, in any such case pursuant to a written agreement entered into, and executed by, the respective RL Lender, the Administrative Agent, the Corporation and each other relevant Borrower in form and substance satisfactory to such parties (each, an “Alternate Currency Sub-Commitment Re-Allocation Agreement”); provided that (x) the Non-Alternate Currency Revolving Loan Sub-Commitment of the respective Lender shall be decreased by the amount of any increase in an Alternate Currency Revolving Loan Sub-Commitment effected pursuant to the respective Alternate Currency Sub-Commitment Re-Allocation Agreement, (y) arrangements satisfactory to the Administrative Agent shall be made so that, after giving effect to the adjustment to the respective Lender’s Alternate Currency Revolving Loan Sub-Commitment, such Lender participates in all then outstanding extensions of credit on the same basis as it would otherwise have so participated if it had originally had Alternate Currency Revolving Loan Sub-Commitments and a related Non-Alternate Currency Revolving Loan Sub-Commitment as same will be in effect after giving effect to the changes contemplated by this clause (e)(I) (including arrangements of the type described in the second sentence of Section 13.12(f) below) and (z) without the prior written consent of the Required Lenders, no increase to any Alternate Currency Revolving Loan Sub-Commitment of any Lender relating to a given Alternate Currency Revolving Loan Sub-Tranche shall be made pursuant to this clause (e) if, immediately after giving effect thereto, (1) the aggregate amount of Alternate Currency Revolving Loan Sub-Commitments of all RL Lenders relating to such Alternate Currency Revolving Loan Sub-Tranche would exceed the relevant Alternate Currency Revolving Loan Sub-Commitment Sub-Limit for such Alternate Currency Revolving Loan Sub-Tranche or (2) the Total Alternate Currency Revolving Loan Sub-Commitment would exceed the lesser of (I) $1,400,000,000 and (II) the Total Revolving Loan Commitment as then in effect.
Appears in 1 contract
Samples: Credit Agreement (Starwood Hotel & Resorts Worldwide Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for or reduce the principal amount stated maturity of any Scheduled Repayment, increase Letter of Credit or Bank Guaranty beyond the Revolving Loan Maturity Date or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment duration of any Lender)Interest Period beyond six months, or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on (other than as a result of any Loan or Commitment Commission or fees (except (x) in connection with the waiver of the applicability of any post-default increase in interest rates and (yrates) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid paid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under any of all the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.1113.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Tranche A Term Loans, Tranche B Term Loans and the Revolving Loan Commitments on the Effective Date), (iv) change reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders), (v) consent to the assignment and/or or transfer by the Parent and/or Borrower any Credit Agreement Party of any of its rights and obligations under this Agreement, or (vi) replace amend, modify or waive any provision of Section 8.22 or the Parent Capital Call Agreement in any manner adverse to the interests of any Lender or (vii) release the Holdings Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as U.S. Borrower's Guaranty; provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (up) amend, modify or waive any condition precedent set forth in Section 6A or 6B with respect to the making of Revolving Loans, Swingline Loans or the issuance of Letters of Credit or Bank Guaranties, without the written consent of the Majority Lenders holding Revolving Loan Commitments, (q) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (r) without the consent of Hermeseach Issuing Lender affected thereby, amend, modify or waive any provision that of Section 2A or alter its rights or obligations with respect to Letters of Credit, (s) without the consent of each Bank Guaranty Issuer affected thereby, amend, modify or waive any provision of Section 2B or alter its rights or obligations with respect to Bank Guaranties, (t) without the consent of the Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (u) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of Hermes and such Agent, (v) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (w) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (x) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), (y) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to Section 1.14 (as originally in effect) and except for technical amendments which are consistent with the intent of the provisions of such Section and do not adversely affect the protections afforded to the Lenders pursuant to said Section, without the consent of the Majority Lenders of each Tranche adversely affected thereby, amend, modify or waive any provisions of Section 1.14 or (z) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of or extend the date of, any Tranche A Term Loan Scheduled Repayment or Tranche B Term Loan Scheduled Repayment (except that, if additional Loans are made pursuant to a given Tranche, the Scheduled Repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (z)), or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date). Notwithstanding anything to the contrary contained above in this Section 13.12(a), the Administrative Agent and/or the Collateral Agent shall be permitted to (i) enter into such Joint Lead Arrangeramendments and/or modifications to the Foreign Subsidiaries Guaranty and the Foreign Security Documents entered into by any Columbian Subsidiary Guarantor as may be required to give effect to the purposes of Section 8.24 and (ii) enter into such amendments and/or modifications to the Foreign Subsidiaries Guaranty and the Foreign Security Documents which may be required in the discretion of the Administrative Agent and/or the Collateral Agent which are of a technical nature and/or are, as applicablein the judgment of the Collateral Agent, required by applicable law, in the interests of the Secured Creditors or (in the case of Foreign Security Documents) necessary or desirable to preserve, maintain, perfect and/or protect the security interests purported to the granted by the respective Foreign Security Documents.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 14.11(a13.12(a), the consent of the Required Lenders is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Lenders whose consent is required is not obtained, then the Borrower Holdings shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of Holdings if the respective Lender's consent is required with respect to less than all Tranches (or related Commitments), to replace only the respective Tranche or Tranches of Commitments (and related Obligations) and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender's individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate each Tranche of Revolving Loan Commitment of such non-consenting Lender’s Commitment Lender (if such Lender’s 's consent is required as a result of such Tranche of its Revolving Loan Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments Obligations under each Tranche of such Lender which gave rise to the need to obtain such Lender’s 's consent, in accordance with Section 4.01(d)Sections 3.02(b) and/or 4.01, provided that, unless the Commitments which are terminated, terminated and Loans repaid, and other Obligations which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans and of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) ), the Required Lenders (determined before both (x) after giving effect to the proposed actionaction and (y) as if the Commitments, Loans and the Hermes Agent related Obligations being terminated and/or repaid (and not replaced) were not outstanding) shall specifically consent thereto, provided, provided further, that in any event the Borrower Holdings shall not have the right to replace a Lender, terminate its Commitment or repay its Loans or other Obligations solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a13.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender), (i) extend the final scheduled maturity of any Loan, extend the timing for or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender), or reduce the rate (including, without limitation, the Applicable MarginMargin and the Fixed Rate) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that relates to the rights or obligations of Hermes and (v) without the consent of each Agent Agent, the CIRR Representative and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent Agent, the CIRR Representative and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).
(c) Subject to the further proviso to Section 14.11(a), if a Screen Rate Replacement Event has occurred in relation to the Screen Rate, any amendment or waiver that relates to (i) providing for the use of a Replacement Benchmark in relation to that currency in place of that Screen Rate and (ii)(A) aligning any provision of any Credit Document to the use of that Replacement Benchmark, (B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement), (C) implementing market conventions applicable to that Replacement Benchmark, (D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark, or (E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made, having regard to the following paragraphs of this Section 14.11, with the consent of the Facility Agent (acting on the instructions of the Required Lenders) and the Borrower.
(d) At least six months prior to the LIBOR Discontinuation Date (or, if the LIBOR Discontinuation Date is not known such that the date six months prior to its occurrence cannot be determined, such shorter period as is appropriate in the circumstances), the Facility Agent, the Lenders and the Borrower (or the Parent on the Borrower’s behalf) will enter into good faith negotiations with a view to agreeing the Replacement Benchmark, the Consequential Technical Amendments as well as any other necessary adjustments to the Credit Documents for the period following the LIBOR Discontinuation Date. The negotiations will take into account the then current market standards and will be conducted with a view to ensuring that the interest yield under this Agreement is not impacted and will also take into account any corresponding changes required in respect of the Refinancing Agreements.
(e) Subject to paragraph (d) above, for any Interest Period following the LIBOR Discontinuation Date, the Eurodollar Rate shall be replaced by the weighted average of the rates notified to the Facility Agent by each Lender three Business Days prior to the first day of that Interest Period, to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding or refinancing an amount equal to the outstanding Loan during the relevant Interest Period from whatever source it may reasonably select (other than from KfW).
(f) Upon the LIBOR Discontinuation Date, the Replacement Reference Rate or, as applicable, the reference rate determined pursuant to paragraph (e) above shall also replace the Eurodollar Rate accordingly.
(g) For the purposes of this Section 14.11:
Appears in 1 contract
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender Bank having Obligations being directly affected thereby (other than a Defaulting LenderBank), (i) extend the final scheduled maturity of any LoanLoan or Note, or reduce the rate or extend the timing for time of payment of interest or Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in any rate of interest or Fees for purposes of this clause (i), so long as the primary purpose of the respective amendments or modifications to the financial definitions was not to reduce the interest or Fees payable hereunder), (ii) waive, or decrease the amount of, any Scheduled Repayment or extend the date on which any Scheduled Repayment is required to be made, (iii) release all or substantially all of the Pledge and Security Agreement Collateral or Guarantors from their Guaranties (except (in either case) as expressly provided in the Credit Documents), (iv) amend, modify or waive any provision of this Section 13.12, (v) reduce the percentage specified in the definition of Required Banks or Supermajority Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks and Supermajority Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or (vi) consent to the assignment or transfer by the Borrower of any Scheduled Repaymentof its rights and obligations under this Agreement; provided further, that ---------------- no such change, waiver, discharge or termination shall (w) increase or extend the Commitments of any Commitment Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any LenderBank, and that an increase in the available portion of the Commitment of any Bank shall not constitute an increase in the Commitment of such Bank), or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with without the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any consent of the Collateral (except as expressly provided in the Credit Documents) under Administrative Agent or any of the Security DocumentsCo- Arranger affected thereby, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the 12 as same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent applies to the assignment and/or transfer by the Parent and/or Borrower of Administrative Agent or such Co-Arranger or any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than provision as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that same relates to the rights or obligations of Hermes and the Administrative Agent or such Co-Arranger, (vy) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arrangerthe Collateral Agent, or (z) without the consent of the Supermajority Banks, either (A) increase the amount of the Total Commitment to an amount that exceeds the sum of (I) the Total Commitment as applicablein effect on the Effective Date plus (II) $250,000,000 or (B) amend, modify or waive any provision of Section 9.08, 9.09 or 9.11.
(b) If, in connection with any proposed change, waiver, discharge or termination with respect to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a13.12(a), the consent of the Required Lenders Banks is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as no Default or Event of Default has occurred and is continuing and all non-consenting Lenders Banks whose individual consent is required are treated as described in either clauses clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders Banks with one or more Replacement Lenders Banks pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Bank's Revolving Loan Commitment (if and repay such Lender’s consent is required as a result of its Commitment), and/or repay non-consenting Bank's outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(dSections 2.02(b) and/or 3.01(b), provided that, unless the -------- Revolving Loan Commitments are terminated, and Loans repaid, pursuant to the preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to the preceding clause (B) the Required Lenders Banks (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, provided further, that in any event the ---------------- Borrower shall not have the right to replace a LenderBank, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 14.11(a13.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required Lenders, provided PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for or reduce the principal amount stated maturity of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications Letter of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in Credit beyond the Commitments shall not constitute an increase of the Commitment of any Lender)Revolving Loan Maturity Date, or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification to the financial definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under any of all the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.1113.12, (iv) change reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or or transfer by the Parent and/or Borrower of any of its rights and obligations under this AgreementAgreement or any other Credit Document (it being understood and agreed, or (vi) replace however, that TPI may transfer all of its rights and obligations under the Parent Guaranty or release Credit Documents to PCA pursuant to the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guaranteeContribution); provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (t) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (u) without the consent of Hermesthe Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (v) without the consent of the respective Issuing Bank, amend, modify or waive any provision that of Section 2 or alter its rights or obligations with respect to Letters of Credit, (w) without the consent of the Administrative Agent or the Syndication Agent, amend, modify or waive any provision of Section 12 as same applies to the Administrative Agent or the Syndication Agent, as the case may be, or any other provision as same relates to the rights or obligations of Hermes and the Administrative Agent or the Syndication Agent, as the case may be, (vx) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arrangerthe Collateral Agent, (y) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or alte the required application of any prepayments or repayments (or commitment reductions), as applicablebetween the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Sections 4.02(b), (c) and (d)) (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) if additional Tranches of Term Loans are extended after the Initial Borrowing Date with the consent of the Required Lenders as required above, such Tranches may be included on a pro rata basis (as is originally done with the Tranche A Term Loans, Tranche B Term Loans and Tranche C Term Loans) in the various prepayments or repayments required pursuant to Sections 4.01 and 4.02 (excluding Sections 4.02(b), (c), (d) and any section providing Scheduled Repayments for any new Tranche of Term Loans) or (z) without the consent of the Majority Lenders of the respective Tranche, reduce the amount of, or extend the date of, any Scheduled Repayment applicable to such Tranche or, without the consent of the Majority Lenders of each Tranche, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date).
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).through
Appears in 1 contract
Samples: Credit Agreement (Pca Valdosta Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender), (i) extend the final scheduled maturity of any Loan, extend the timing for or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender), or reduce the rate (including, without limitation, the Applicable MarginMargin and the CIRR Rate) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that relates to the rights or obligations of Hermes and (v) without the consent of each Agent Agent, KfW, as CIRR mandatary and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent Agent, KfW, as CIRR mandatary and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).
Appears in 1 contract
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for or reduce the principal amount stated expiration date of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications Letter of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in Credit beyond the Commitments shall not constitute an increase of the Commitment of any Lender)Revolving Loan Maturity Date, or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under any of all the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.1113.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Revolving Loan Commitments on the Effective Date), (iv) change reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Revolving Loan Commitments are included on -104- the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as ; provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u1) increase the Revolving Loan Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender, and that an increase in the available portion of any Revolving Loan Commitment of any Lender shall not constitute an increase of the Revolving Loan Commitment of such Lender), (2) without the consent of Hermeseach Issuing Lender, amend, modify or waive any provision that of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of Hermes and the Administrative Agent, or (v5) without the consent of each Agent and/or each Joint Lead Arranger, as applicableCollateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicablethe Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to of any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 14.11(a13.12(a), the consent of the Required Lenders is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s 's Revolving Loan Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Revolving Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(dSections 3.02(b) and/or 4.01(b), provided that, unless the Revolving Loan Commitments that are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Revolving Loan Commitments and/or outstanding Revolving Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before after giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Revolving Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second further proviso to Section 14.11(a13.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required Lenders, provided that no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i), ):
(i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for or reduce the principal amount stated expiration date of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications Letter of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in Credit beyond the Commitments shall not constitute an increase of the Commitment of any Lender)Revolving Loan Maturity Date, or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement or to Section 13.7 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), ,
(ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under any all the Security Documents or release all or substantially all of the Security Documents, Subsidiary Guarantors,
(iii) amend, modify or waive any provision of Section 13 or this Section 14.11, 13.11 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Closing Date),
(iv) change reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Closing Date) or a provision which expressly requires the consent of all the Lenders, ),
(v) consent to the assignment and/or or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or ,
(vi) replace the Parent Guaranty amend Section 2.9 so as to permit Interest Periods that are greater than six months,
(vii) amend Section 13.4(b), or
(viii) amend, modify or release the Parent Guaranty from the relevant guarantee waive any Term Loan Scheduled Repayment to which such Guarantor is a party be made pursuant to Sections 5.2(b) - (other than as provided in such guaranteef); provided, provided further, that no such amendment, change, waiver, discharge or termination shall shall:
(uix) increase the Commitments of any Lender over the amount thereof then in effect without the consent of Hermessuch Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender),
(x) affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Lender or the Swingline Lender hereunder or under any other Credit Document, without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Lender or the Swingline Lender, as the case may be,
(xi) (A) amend, change, modify or waive any provision that relates to the rights or obligations of Hermes and (v) without the consent of each Agent and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A5.2(a) or (B) below, have the effect (either immediately) or at some later time) of enabling the Borrower to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents satisfy a condition precedent to the proposed making of a Revolving Loan or Swingline Loan or the issuance of a Letter of Credit, unless such amendment, modification or waiver shall have been consented to by the holders of more than 50% of the aggregate principal amount of the Revolving Loan Commitments,
(xii) amend, change, waiver, discharge modify or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result waive the provisions of its CommitmentSection 5.2(g), and/or repay outstanding Loans and terminate or adversely affect the rights of Lenders participating in any outstanding Commitments Tranche different from those of such Lender which gave rise to the need to obtain such Lender’s consentLenders participating in other Tranches, unless, in accordance with Section 4.01(d)any such case, provided thatsuch amendment, unless modification or waiver shall have been consented to by the Commitments are terminated, and Loans repaid, pursuant to preceding clause holders of (Bin Dollars) are immediately replaced in full at such time through the addition of new Lenders or the increase more than 50% of the Commitments and/or aggregate amount of Loans outstanding Loans of existing Lenders (who in each case must specifically consent thereto)under the Tranche or Tranches affected by such modification, then or, in the case of any action pursuant to preceding clause a modification affecting the Revolving Loan Commitments, the Lenders holding more than 50% of the aggregate principal amount of Revolving Loan Commitments (B) the Required it being agreed and understood that modifications which affect all Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower ratably shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely be considered hereunder as a result of the exercise of such Lender’s rights (and the withholding affecting Lenders of any required consent by such Lender) pursuant to the second proviso to Section 14.11(aTranche differently).
Appears in 1 contract
Samples: Credit Agreement (Infousa Inc)
Amendment or Waiver; etc. (a) Neither Except as provided in Section 2.23, neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing and, in the case of this Agreement, signed by the respective Credit Parties party thereto, the Hermes Agent hereto and the Required Lenders or, in the case of any other Credit Document, signed by the respective Credit Parties hereto and the Administrative Agent or Collateral Agent party thereto with the consent of the Required Lenders, ; provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lenderwith Loan Document Obligations being directly affected thereby in the case of the following clauses (i) and (vi), and in such case only to the extent of such Loan Document Obligations), (i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for Revolving Loan Maturity Date or reduce extend the principal amount required date of reimbursement of any Scheduled Repayment, increase LC Disbursement or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment stated maturity of any Lender)Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate (including, without limitation, the Applicable Margin) or amount or extend the time of payment of interest on or fees thereon, or reduce the principal amount of any Loan, B/A or LC Disbursement or extend any Scheduled Repayment or any scheduled payment of principal of any Incremental Term Loan or Commitment Commission or fees (except (x) in connection with reduce the waiver of applicability amount of any post-default increase in interest rates and such Scheduled Repayment or scheduled payment (y) it being understood that any amendment or modification to the financial definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement or to Section 10.06(a) shall not constitute a reduction in the any rate of interest or fees for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of all or substantially all the Collateral (except as expressly permitted in this Agreement and/or the Security Documents) under all the Security Documents, (iii) release the Guaranty by the US Borrower or any other material Guaranty (except as expressly provided in the Guaranties) or limit the liability of the US Borrower or the applicable Credit Documents) Party under any of the Security Documentssuch Guaranty, (iiiiv) amend, modify or waive any provision of Section 13 or this Section 14.1110.11 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement that afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Restatement Effective Date), (ivv) change reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Restatement Effective Date) or a provision which expressly requires the consent of all the Lenders), (vvi) amend, modify or waive any other provisions of any Credit Document specifying the number or percentage of Lenders (or Lenders of any Tranche) required to waive, amend or modify any rights thereunder or grant any consent thereunder, (vii) consent to the assignment and/or or transfer by the Parent and/or any Borrower of any of its respective rights and obligations under this AgreementAgreement or any other Credit Document or (viii) amend, modify or waive the requirement set forth in Section 2.19(b) that funds be applied ratably among the parties entitled thereto; and provided further that no such changes, waivers, discharge or termination shall (i) change any provisions of any Credit Document in a manner that by its terms adversely affects the rights in respect of payments, or Collateral to secure payments, due to Lenders holding Loans of any Tranche differently than those holding Loans of any other Tranche, without the written consent of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of each adversely affected Tranche, or (viii) replace modify the Parent Guaranty or release protections afforded to an SPV pursuant to the Parent Guaranty from provisions of Section 10.04(e) without the relevant guarantee to which written consent of such Guarantor is a party (other than as SPV; provided in such guarantee); provided, further, that any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular Tranche (but not the Lenders holding Loans or Commitments of any other Tranche) may be effected by an agreement or agreements in writing entered into by the US Borrower, each Borrower and the requisite percentage in interest of the affected Tranche of Lenders that would be required to consent thereto under this Section if such Tranche of Lenders were the only Tranche of Lenders hereunder at the time; provided further that no such change, waiver, discharge or termination shall (uA) increase the Commitments of any Lender over (or reduce, on a non-pro rata basis, the Commitments of any Lender from) the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the US Total Revolving Loan Commitment or Global Total Revolving Loan Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (B) without the consent of Hermeseach Letter of Credit Issuer, amend, modify or waive any provision that relates to the of Section 2.05 or alter its rights or obligations with respect to Letters of Hermes and Credit, (vC) without the consent of each the Swingline Lender, alter its rights or obligations with respect to Swingline Loans or (D) without the consent of the Administrative Agent and/or each Joint Lead Arranger, as applicableor Collateral Agent, amend, modify or waive any provision relating of Article X as same applies to the Administrative Agent or Collateral Agent, as the case may be, or any other provision as same relates to the rights or obligations of such the Administrative Agent and/or such Joint Lead Arrangeror Collateral Agent, as applicablethe case may be.
(b) If, in In connection with any proposed changeamendment, waivermodification, discharge waiver or termination to any (a “Proposed Change”) requiring the consent of the provisions of this Agreement as contemplated by clauses (i) through (vi)all affected Lenders, inclusive, of the first proviso to Section 14.11(a), if the consent of the Required Lenders (and, to the extent any Proposed Change requires the consent of Lenders holding Loans of any Tranche pursuant to clause (i) of the second proviso of paragraph (a) of this Section, the consent of a majority in interest of the outstanding Loans and unused Commitments of such Tranche) to such Proposed Change is obtained obtained, but the consent to such Proposed Change of each Lender (other than any Defaulting Lender) Lenders whose consent is required is not obtainedobtained (any such Lender whose consent is not obtained as described in paragraph (a) of this Section being referred to as a “Non-Consenting Lender”), then then, so long as the Borrower Lender that is acting as Administrative Agent is not a Non-Consenting Lender, at the US Borrower’s request, any assignee that is acceptable to the Administrative Agent shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such LenderAdministrative Agent’s consent, to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it shall, upon the US Borrower’s request, sell and assign to such assignee, at no expense to such Non-Consenting Lender, all the Commitments, Term Loans and US Revolving Credit Exposure and Global Revolving Credit Exposure of such Non-Consenting Lender for an amount equal to the principal balance of all Term Loans and Revolving Loans and B/As (and funded participations in Swingline Loans and unreimbursed LC Disbursements) held by such Non-Consenting Lender and all accrued interest and fees with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment and Assumption Agreement in accordance with Section 4.01(d10.04(b) (which Assignment and Assumption Agreement need not be signed by such Non-Consenting Lender), ; provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect that as a condition precedent to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise effectiveness of such Lender’s rights (and the withholding of any required consent by sale or assignment, such Lender) pursuant assignee consents, or has consented, to the second proviso to Section 14.11(a)Proposed Change.
Appears in 1 contract
Samples: Credit Agreement (Compass Minerals International Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Respective Credit Parties party thereto, the Hermes Agent thereto and the Required Lenders, provided PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of the following clauses (i) and (ii)), (i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for or reduce the principal amount stated expiration date of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications Letter of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in Credit beyond the Commitments shall not constitute an increase of the Commitment of any Lender)Revolving Loan Maturity Date, or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)rates), or reduce the principal amount thereof (except to the extent repaid in cash)thereof, (ii) reduce the amount of, or extend the date of, any Scheduled Repayment, (iii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under any of all the Security Documents, (iiiiv) amend, modify or waive any provision of Section 13 or this Section 14.1113.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Effective Date), (ivv) change reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (vvi) consent to the assignment and/or or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (u1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of Hermesthe Issuing Lender, amend, modify or waive any provision that of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of Hermes and the Administrative Agent, or (v5) without the consent of each Agent and/or each Joint Lead Arranger, as applicableCollateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicablethe Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a13.12(a), the consent of the Required Lenders is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), 's Commitments and/or repay each Tranche of outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(dSections 3.02(B) and/or 4.01(b), provided PROVIDED that, unless the Commitments that are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before after giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, furtherPROVIDED FURTHER, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment Commitments or repay its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a13.12(a).
Appears in 1 contract
Samples: Credit Agreement (Hydrochem Industrial Services Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required Lenders, provided PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for or reduce the principal amount stated maturity of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications Letter of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in Credit beyond the Commitments shall not constitute an increase of the Commitment of any Lender)Revolving Loan Maturity Date, or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification to the financial definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under any of all the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.1113.12, (iv) change reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Restatement Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, Agreement or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (any other than as provided in such guarantee)Credit Document; provided, furtherPROVIDED FURTHER, that no such change, waiver, discharge or termination shall (t) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (u) without the consent of Hermesthe Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (v) without the consent of the respective Issuing Lender, amend, modify or waive any provision that of Section 2 or alter its rights or obligations with respect to Letters of Credit, (w) without the consent of the Administrative Agent or the Syndication Agent, amend, modify or waive any provision of Section 12 as same applies to the Administrative Agent or the Syndication Agent, as the case may be, or any other provision as same relates to the rights or obligations of Hermes and the Administrative Agent or the Syndication Agent, as the case may be, (vx) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arrangerthe Collateral Agent, (y) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Restatement Effective Date) or alter the required application of any prepayments or repayments (or commitment reductions), as applicablebetween the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Sections 4.02(b), (c) and (d)) (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) if additional Tranches of Term Loans are extended after the Initial Borrowing Date with the consent of the Required Lenders as required above, such Tranches may be included on a pro rata basis (as is originally done with the Tranche A Term Loans and Tranche B Term Loans) in the various prepayments or repayments required pursuant to Sections 4.01 and 4.02 (excluding Sections 4.02(b), (c), (d) and any section providing Scheduled Repayments for any new Tranche of Term Loans) or (z) without the consent of the Majority Lenders of the respective Tranche, reduce the amount of, or extend the date of, any Scheduled Repayment applicable to such Tranche or, without the consent of the Majority Lenders of each Tranche, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Restatement Effective Date).
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 14.11(a13.12(a), the consent of the Required Lenders is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower if the respective Lender's consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the respective Tranche or Tranches of Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender's individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s 's Revolving Loan Commitment (if such Lender’s 's consent is required as a result of its Revolving Loan Commitment), ) and/or repay each Tranche of outstanding Term Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s 's consent, in accordance with Section 4.01(dSections 3.02(b) and/or 4.01(iv), provided PROVIDED that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined both before and after giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, furtherPROVIDED FURTHER, that in any event the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a13.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for stated maturity of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 12.12, (iv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the Revolving Loan Commitments are included on the Amendment Effective Date) or (v) consent to the assignment or transfer by any Credit Party any of its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or termination shall (1) increase the Revolving Loan Commitment of any Scheduled Repayment, increase or extend any Commitment Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender)Bank, or reduce and that an increase in the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability available portion of any post-default increase in interest rates and (y) Revolving Loan Commitment of any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement Bank shall not constitute a reduction an increase in the rate Revolving Loan Commitment of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cashsuch Bank), (ii2) release any without the consent of the Collateral (except as expressly provided in the Rabobank and each other Letter of Credit Documents) under any of the Security DocumentsIssuer, (iii) amend, modify or waive any provision of Section 13 2 or this Section 14.11alter its rights or obligations with respect to Letters of Credit, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u3) without the consent of Hermesthe Swingline Bank, alter its rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision that of Section 11 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of Hermes and the Administrative Agent or (v5) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicablethe Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses clause (ia)(i) through (viv), inclusive, of the first proviso to Section 14.11(a12.12(a), the consent of the Required Lenders Banks is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-non- consenting Lenders banks whose individual consent is required are treated as described in either clauses clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders Banks with one or more Replacement Lenders Banks pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting LenderBank’s Commitment (if such Lender’s consent is required as a result of Revolving Loan Commitments and repay in full its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consentRevolving Loans, in accordance with Section 4.01(dSections 3.02(b) and/or 4.01(b), provided that, unless the Revolving Loan Commitments are terminated, terminated and Revolving Loans repaid, repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Revolving Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders Banks (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans Bank solely as a result of the exercise of such LenderBank’s rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 14.11(a12.12(a).
Appears in 1 contract
Samples: Credit Agreement (Nutraceutical International Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required LendersBanks, provided PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for or reduce the principal amount stated maturity of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications Letter of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in Credit beyond the Commitments shall not constitute an increase of the Commitment of any Lender)Revolving Loan Maturity Date, or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification to the financial definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under any of all the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.1113.12, (iv) change reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, PROVIDED further, that no such change, waiver, discharge or termination shall (ut) without the consent of Hermesthe Special Majority Banks, release any Parent Guarantor from its obligations under the Parent Guaranty, (u) increase the Commitments of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitments shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Commitment of any Bank shall not constitute an increase in the Commitment of such Bank), (v) without the consent of BTCo or, in the case of Letters of Credit, the respective Issuing Bank, amend, modify -104- or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit or Swingline Loans, (w) without the consent of the Administrative Agent, amend, modify or waive any provision that of Section 12 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of Hermes and the Administrative Agent, (vx) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arrangerthe Collateral Agent, (y) without the consent of the Majority Banks of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Banks of each Tranche in the case of an amendment to the definition of Majority Banks), amend the definition of Majority Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or alter the required application of any prepayments or repayments (or commitment reductions), as applicablebetween the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Sections 4.02(b) and (c)) (although (x) the Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) if additional Tranches of Term Loans are extended after the Initial Borrowing Date with the consent of the Required Banks as required above, such Tranches may be included on a pro rata basis (as is originally done with the Tranche A Term Loans and Tranche B Term Loans) in the various prepayments or repayments required pursuant to Sections 4.01 and 4.02 (excluding Sections 4.02(b) and (c) and any section providing Scheduled Repayments for any new Tranche of Term Loans) or (z) without the consent of the Supermajority Banks of the respective Tranche, reduce the amount of, or extend the date of, any Scheduled Repayment applicable to such Tranche or, without the consent of the Supermajority Banks of each Tranche, amend the definition of Supermajority Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date).
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 14.11(a13.12(a), the consent of the Required Lenders Banks is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders Banks (or, at the option of the Borrower if the respective Bank's consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the respective Tranche or Tranches of Commitments and/or Loans of the respective non-consenting Bank which gave rise to the need to obtain such Bank's individual consent) with one or more Replacement Lenders Banks pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Bank's Revolving Loan Commitment (if such Lender’s Bank's consent is required as a result of its Revolving Loan Commitment), ) and/or repay each Tranche of outstanding Term Loans and terminate any outstanding Commitments of such Lender Bank which gave rise to the need to obtain such Lender’s Bank's consent, in accordance with Section 4.01(dSections 3.02(b) and/or 4.01(iv), provided PROVIDED -105- that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders Banks (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, PROVIDED further, that in any event the Borrower shall not have the right to replace a LenderBank, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 14.11(a13.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender), (i) extend the final scheduled maturity of any Loan, extend the timing for or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender), or reduce the rate (including, without limitation, the Applicable MarginMargin and the CIRR Rate) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that relates to the rights or obligations of Hermes and (v) without the consent of each Agent Agent, KfW, as CIRR mandatary and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent Agent, KfW, as CIRR mandatary and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).
(c) Subject to the further proviso to Section 14.11(a), if a Screen Rate Replacement Event has occurred in relation to the Screen Rate, any amendment or waiver that relates to (i) providing for the use of a Replacement Benchmark in relation to that currency in place of that Screen Rate and (ii)(A) aligning any provision of any Credit Document to the use of that Replacement Benchmark, (B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement), (C) implementing market conventions applicable to that Replacement Benchmark, (D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark, or (E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made, having regard to the following paragraphs of this Section 14.11, with the consent of the Facility Agent (acting on the instructions of the Required Lenders) and the Borrower.
(d) At least six months prior to the LIBOR Discontinuation Date (or, if the LIBOR Discontinuation Date is not known such that the date six months prior to its occurrence cannot be determined, such shorter period as is appropriate in the circumstances), the Facility Agent, the Lenders and the Borrower (or the Parent on the Borrower’s behalf) will enter into good faith negotiations with a view to agreeing the Replacement Benchmark, the Consequential Technical Amendments as well as any other necessary adjustments to the Credit Documents for the period following the LIBOR Discontinuation Date. The negotiations will take into account the then current market standards and will be conducted with a view to ensuring that the interest yield under this Agreement is not impacted and will also take into account any corresponding changes required in respect of the Refinancing Agreements.
Appears in 1 contract
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting Lender)Bank) with Obligations being directly modified, (i) extend the final scheduled maturity of any Loan, extend the timing for Loan or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender)Note, or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any or terminate the Alpine Guaranty provided by Alpine or (iii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under any of all the Security DocumentsPledge Agreements, (iiiiv) amend, modify or waive any provision of Section 13 or this Section 14.1111.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections set forth in the proviso below to such additional extensions of credit), (ivv) change reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (vvi) consent to the assignment and/or or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as ; provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (ux) increase the Commitment of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase of the Commitment of any Bank), (y) without the consent of Hermesthe Administrative Agent, amend, modify or waive any provision that of Section 10 or any other provision as same relates to the rights or obligations of Hermes and the Administrative Agent, (vx) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicablethe Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a13.12(a), the consent of the Required Lenders Banks is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders Banks with one or more Replacement Lenders Banks pursuant to Section 2.11 1.11 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a LenderBank, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 14.11(a11.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required Lenders, provided that no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i), ):
(i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for or reduce the principal amount stated expiration date of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications Letter of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in Credit beyond the Commitments shall not constitute an increase of the Commitment of any Lender)Revolving Loan Maturity Date, or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), ,
(ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under any all the Security Documents or release all or substantially all of the Security Documents, Subsidiary Guarantors,
(iii) amend, modify or waive any provision of Section 13 or this Section 14.11, 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Effective Date),
(iv) change reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders), or
(v) consent to the assignment and/or or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as ; provided in such guarantee); provided, further, that no such amendment, change, waiver, discharge or termination shall shall:
(u1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of Hermessuch Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender),
(2) affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Lender or the Swingline Lender hereunder or under any other Credit Document, without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Lender or the Swingline Lender, as the case may be,
(3) (i) amend, change, modify or waive any provision that relates Section 4.02(a) or (ii) have the effect (either immediately) or at some later time) of enabling the Borrower to satisfy a condition precedent to the rights making of a Revolving Loan or obligations Swingline Loan or the issuance of Hermes and a Letter of Credit, unless such amendment, modification or waiver shall have been consented to by the holders of more than 50% of the aggregate principal amount of the Revolving Loan Commitments, or
(v4) without the consent of each Agent and/or each Joint Lead Arrangeramend, as applicable, amendchange, modify or waive any provision relating to the provisions of Section 4.02(h), or adversely affect the rights of Lenders participating in any Tranche different from those of the Lenders participating in other Tranches, unless, in any such case, such amendment, modification or obligations waiver shall have been consented to by the holders of (in Dollars) more than 50% of the aggregate amount of Loans outstanding under the Tranche or Tranches affected by such Agent and/or such Joint Lead Arrangermodification, or, in the case of a modification affecting the Revolving Loan Commitments, the Lenders holding more than 50% of the aggregate principal amount of Revolving Loan Commitments (it being agreed and understood that modifications which affect all Lenders ratably shall not be considered hereunder as applicableaffecting Lenders of any Tranche differently).
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 14.11(a13.12(a), the consent of the Required Lenders is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each of such Replacement Lender Lenders consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), 's Commitments and/or repay each Tranche of outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(dSections 3.02(b) and/or 4.01(b), provided that, unless the Commitments that are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before after giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment Commitments or repay its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a13.12(a).
Appears in 1 contract
Samples: Credit Agreement (Infousa Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required LendersBanks; provided, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected in the case of following clause (i), ): (i) extend the final scheduled maturity of any Loan, Revolving Loan or Revolving Note or extend the timing for stated maturity of any Letter of Credit beyond the Final Maturity Date (except to the extent provided in Section 2.01(e)), or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash); (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under all the Security Documents; (iii) amend, modify or waive any provision of this Section 13.12; (iv) reduce the percentage specified in the definition of Required Banks; or (v) consent to the assignment or transfer by the Borrower of any Scheduled Repaymentof its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or termination shall (v) increase or extend the Revolving Loan Commitment of any Commitment Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any LenderBank, and that an increase in the available portion of any Revolving Loan Commitment of any Bank shall not constitute an increase in the Revolving Loan Commitment of such Bank), or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except ; (x) in connection with without the waiver consent of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09each Issuing Bank, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 2 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of alter its rights and obligations under this Agreement, or with respect to Letters of Credit; (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (uy) without the consent of Hermesthe Agent, amend, modify or waive any provision that of Section 12 as same applies to the Agent or any other provision as same relates to the rights or obligations of Hermes and the Agent; or (vz) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicablethe Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusivein- clusive, of the first proviso to Section 14.11(a13.12(a), the consent of the Required Lenders Banks is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders nonconsenting Banks whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders Banks with one or more Replacement Lenders Banks pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Bank's Revolving Loan Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d3.02(b) and 4.01(v), provided thatprovided, that unless the Revolving Loan Commitments that are terminated, and Revolving Loans that are repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders Banks (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, ; provided further, that in any event the Borrower shall not have the right to replace a LenderBank, terminate its Revolving Loan Commitment or repay its Revolving Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 14.11(a13.12(a).
Appears in 1 contract
Samples: Credit Agreement (Autotote Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly modified in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan, Term Loan or Term Note or extend the timing for or reduce the principal amount stated expiration date of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications Letter of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in Credit beyond the Commitments shall not constitute an increase of the Commitment of any Lender)Final Maturity Date, or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under any of all the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.1113.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the L/C Commitments on the Effective Date), (iv) change reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and L/C Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as ; provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of Hermeseach Issuing Lender, amend, modify or waive any provision that of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 12 or any other provision as same relates to the rights or obligations of Hermes and the Administrative Agent, (v4) without the consent of each Agent and/or each Joint Lead Arranger, as applicableCollateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arrangerthe Collateral Agent, or (5) reduce the amount of, or extend the date of, any Scheduled Repayment without the consent of the Supermajority Lenders holding Term Loans, or amend the definition of Supermajority Lenders without the consent of the Supermajority Lenders holding Term Loans (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as applicablethe extensions of Term Loans and L/C Commitments are included on the Effective Date).
(b) If, in connection with any proposed change, waiver, discharge or termination to of any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 14.11(a13.12(a), the consent of the Required Lenders is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower if the respective Lender's consent is required with respect to less than all Tranches (or related Commitments), to replace only the respective Tranche or Tranches of Commitments and/or related outstandings of the respective non-consenting Lender which gave rise to the need to obtain such Lender's individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or 's Commitments and repay the outstanding Term Loans and terminate any outstanding Commitments of such Lender which gave rise and cash collateralize such Lender's L/C Percentage of all outstanding Letters of Credit (or, if such Lender is being replaced as to a single Tranche only, take such actions with respect to the need to obtain such Lender’s consentTranche for which it is being terminated), all in accordance with Section 4.01(dSections 3.02(b) and/or 4.01(b), provided that, unless the Commitments that are terminated, and Term Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Term Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before after giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment Commitments or repay its Term Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a13.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------ other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for stated maturity of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for the purposes of this clause (i)), (ii) release all or substantially~all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 12.12, (iv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any Scheduled Repaymentof its rights and obligations under this Agreement; provided further, ---------------- that no such change, waiver, discharge or termination shall (1) increase or extend the Revolving Loan Commitment of any Commitment Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender)Bank, or reduce and that an increase in the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability available portion of any post-default increase in interest rates and (y) Revolving Loan Commitment of any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement Bank shall not constitute a reduction an increase in the rate Revolving Loan Commitment of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cashsuch Bank), (ii2) release any without the consent of the Collateral (except as expressly provided in the BTCo and each other Letter of Credit Documents) under any of the Security DocumentsIssuer, (iii) amend, modify or waive any provision of Section 13 2 or this Section 14.11alter its rights or obligations with respect to Letters of Credit, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u3) without the consent of HermesBTCo, alter its rights or obligations with respect to Swingline Loans, (4) without the consent of the Agent, amend, modify or waive any provision that of Section 11 as same applies to the Agent or any other provision as same relates to the rights or obligations of Hermes and the Agent or (v5) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicablethe Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses clause (ia)(i) through (viv), inclusive, of the first proviso to Section 14.11(a12.12(a), the consent of the Required Lenders Banks is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders banks whose individual consent is required are treated as described in either clauses clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders Banks with one or more Replacement Lenders Banks pursuant to Section 2.11 1.13 so long as at the time of such replacementreplace ment, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of Bank's Revolving Loan Commitments and repay in full its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consentRevolving Loans, in accordance with Section 4.01(dSections 3.02(b) and/or 4.01(b), provided that, unless the -------- Revolving Loan Commitments are terminated, terminated and Revolving Loans repaid, repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Revolving Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders Banks (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, provided further, that in any event the ---------------- Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans Bank solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 14.11(a12.12(a).
Appears in 1 contract
Samples: Credit Agreement (Nutraceutical International Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender), (i) extend the final scheduled maturity of any Loan, extend the timing for or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender), or reduce the rate (including, without limitation, the Applicable MarginFloating Rate Margin and the Fixed Rate) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that relates to the rights or obligations of Hermes and (v) without the consent of each Agent Agent, the CIRR Representative and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent Agent, the CIRR Representative and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such LenderXxxxxx’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).
(c) Subject to the further proviso to Section 14.11(a), if a Screen Rate Replacement Event has occurred in relation to the Screen Rate, any amendment or waiver that relates to (i) providing for the use of a Replacement Benchmark in relation to that currency in place of that Screen Rate and (ii)(A) aligning any provision of any Credit Document to the use of that Replacement Benchmark, (B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement), (C) implementing market conventions applicable to that Replacement Benchmark, (D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark, or (E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made, having regard to the following paragraphs of this Section 14.11, with the consent of the Facility Agent (acting on the instructions of the Required Lenders) and the Borrower.
(d) At least six months prior to the LIBOR Discontinuation Date (or, if the LIBOR Discontinuation Date is not known such that the date six months prior to its occurrence cannot be determined, such shorter period as is appropriate in the circumstances), the Facility Agent, the Lenders and the Borrower (or the Parent on the Borrower’s behalf) will enter into good faith negotiations with a view to agreeing the Replacement Benchmark, the Consequential Technical Amendments as well as any other necessary adjustments to the Credit Documents for the period following the LIBOR Discontinuation Date. The negotiations will take into account the then current market standards and will be conducted with a view to ensuring that the interest yield under this Agreement is not impacted and will also take into account any corresponding changes required in respect of the Refinancing Agreements.
Appears in 1 contract
Samples: Fifth Supplemental Agreement (Norwegian Cruise Line Holdings Ltd.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each 121 Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for or reduce the principal amount stated expiration date of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications Letter of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in Credit beyond the Commitments shall not constitute an increase one year anniversary of the Commitment of any Lender)Final Maturity Date, or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under any of all the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.1113.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans, the Revolving Loan Commitments and the Credit-Linked Commitments on the Effective Date), (iv) change reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans Term Loans, Revolving Loan Commitments and Credit-Linked Commitments are included on the Effective Date) ), or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as ; provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of Hermeseach Issuing Lender, amend, modify or waive any provision that of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Swingline Lender, alter the Swingline Lender's rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent (including, without limitation, in its capacity as holder of the Credit-Linked Deposits), amend, modify or waive any provision of Section 12 or any other provision of this Agreement as same relates to the rights or obligations of Hermes and the Administrative Agent, or (v5) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicablethe Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to of any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 14.11(a13.12(a), the consent of the Required Lenders is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower if the respective Lender's consent is required with respect to less than all Tranches of Outstandings (or related Commitments), to replace only the respective Tranche of Commitments and/or Outstandings of the respective non-consenting Lender which gave rise to the need to obtain such Lender's individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s 's Revolving Loan Commitment (if such 122 Lender’s 's consent is required as a result of its Revolving Loan Commitment), Credit-Linked Commitment (if such Lender's consent is required as a result of its Credit-Linked Commitment) and/or repay each Tranche of outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent's consent and/or cash collateralize its applicable Percentage of the Letter of Credit Outstandings, in accordance with Section 4.01(dSections 3.02(b) and/or 4.01(b), provided that, unless the Commitments that are terminated, terminated and Loans repaid, that are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before after giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment Commitments or repay its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a13.12(a).
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender), (i) extend the final scheduled maturity of any Loan, extend the timing for or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender), or reduce the rate (including, without limitation, the Applicable MarginMargin and the Fixed Rate) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that relates to the rights or obligations of Hermes and (v) without the consent of each Agent Agent, the CIRR Representative and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent Agent, the CIRR Representative and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).
Appears in 1 contract
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent hereto or thereto and the Required Lenders (although additional parties may be added to (and annexes may be modified to reflect such additions), and Restricted Subsidiaries of the Borrower may be released from, the Subsidiaries Guaranty and the Security Documents in accordance with the provisions hereof and thereof without the consent of the other Credit Parties party thereto or the Required Lenders), provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than than, except with respect to following clause (i), a Defaulting Lender) (with Obligations being directly affected in the case of following clauses (i)(y) and (vi) or whose Obligations are being extended in the case of following clause (i)(x)) in each case in lieu of the consent of the Required Lenders, (ii)(x) extend the final scheduled maturity of any LoanLoan or Note, extend the timing for or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender), y) or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce (yor forgive) the principal amount thereof (it being understood that any amendment or modification to the financial definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement or to Section 12.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under any of all the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.1112.12(a) (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans on the Effective Date), (iv) change reduce the “majority” voting threshold specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders), (v) consent to the assignment and/or or transfer by Holdings or the Parent and/or Borrower of any of its rights and obligations under this Agreement, Agreement or (vi) replace amend, modify or waive any provision of Section 12.06, except in connection with an amendment that provides for a prepayment of Loans by the Parent Guaranty or release Borrower (offered ratably to all Lenders with Loans under the Parent Guaranty from applicable Tranche) at a discount to par on terms and conditions approved by the relevant guarantee to which such Guarantor is a party (other than as Administrative Agent and the Required Lenders; provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment or a mandatory repayment of Loans shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender), (2) without the consent of Hermesthe Administrative Agent, amend, modify or waive any provision that of Section 12 or any other provision as same relates to the rights or obligations of Hermes and the Administrative Agent, (v3) [Reserved], (4) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans pursuant to this Agreement on the Effective Date, without the consent of each Agent and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Majority Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) Tranche which is not obtainedbeing allocated a lesser prepayment, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) repayment or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely commitment reduction as a result of the exercise of such Lender’s rights (and actions described below, alter the withholding required application of any required consent by such Lender) prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.02(f) (it being understood, however, that (x) the second proviso Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to Section 14.11(abe made is not altered and (y) any conversion of any Tranche of Loans into another Tranche of Loans hereunder in like principal amount shall not be considered a “prepayment” or “repayment” for purposes of this clause (4).),
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required Lenders, provided that no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected in the case of following clause (i), ):
(i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for or reduce the principal amount stated expiration date of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications Letter of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in Credit beyond the Commitments shall not constitute an increase of the Commitment of any Lender)Revolving Loan Maturity Date, or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and rates), or reduce the principal amount thereof (y) it being understood that any amendment or modification to the financial definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement or to Section 13.07 shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), ,
(ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under any all the Security Documents or release all or substantially all of the Security Documents, Subsidiary Guarantors,
(iii) amend, modify or waive any provision of Section 13 or this Section 14.11, 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Term Loans and the Revolving Loan Commitments on the Restatement Effective Date),
(iv) change reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Restatement Effective Date) or a provision which expressly requires the consent of all the Lenders, ),
(v) consent to the assignment and/or or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or ,
(vi) replace the Parent Guaranty amend Section 2.09 so as to permit Interest Periods that are greater than six months,
(vii) amend Section 13.04(b), or
(viii) amend, modify or release the Parent Guaranty from the relevant guarantee waive any Term Loan Scheduled Repayment to which such Guarantor is a party (other than as provided in such guaranteebe made pursuant to Section 5.02(b); provided, provided further, that no such amendment, change, waiver, discharge or termination shall shall:
(u1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of Hermessuch Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase of the Commitment of such Lender),
(2) affect the rights or duties of the Administrative Agent, the Collateral Agent, the Issuing Lender or the Swingline Lender hereunder or under any other Credit Document, without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Lender or the Swingline Lender, as the case may be,
(3) (i) amend, change, modify or waive any provision that relates Section 5.02(a) or (ii) have the effect (either immediately) or at some later time) of enabling the Borrower to satisfy a condition precedent to the rights making of a Revolving Loan or obligations Swingline Loan or the issuance of Hermes and a Letter of Credit, unless such amendment, modification or waiver shall have been consented to by the holders of more than 50% of the aggregate principal amount of the Revolving Loan Commitments, or
(v4) without the consent of each Agent and/or each Joint Lead Arrangeramend, as applicable, amendchange, modify or waive any provision relating to the provisions of Section 5.02 (h), or adversely affect the rights of Lenders participating in any Tranche different from those of the Lenders participating in other Tranches, unless, in any such case, such amendment, modification or obligations waiver shall have been consented to by the holders of (in Dollars) more than 50% of the aggregate amount of Loans outstanding under the Tranche or Tranches affected by such Agent and/or such Joint Lead Arrangermodification, or, in the case of a modification affecting the Revolving Loan Commitments, the Lenders holding more than 50% of the aggregate principal amount of Revolving Loan Commitments (it being agreed and understood that modifications which affect all Lenders ratably shall not be considered hereunder as applicableaffecting Lenders of any Tranche differently).
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a)[Intentionally omitted.]
Appears in 1 contract
Samples: Credit Agreement (Infousa Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required LendersRe- quired Banks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected thereby in the case of following clause (i)), (i) extend the final scheduled maturity of any LoanLoan or Note, or extend the timing for stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release all or substantially all of the Collateral under all the Security Documents (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Restatement Effective Date) or (v) consent to the assignment or transfer by the Borrowers of any Scheduled Repaymentof their rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or termination shall (r) increase or extend the Commitments of any Commitment Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the any Commitments shall not constitute an increase of the Commitment of any Lender)Bank, or reduce and that an increase in the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability available portion of any post-default increase in interest rates and (y) Commitment of any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement Bank shall not constitute a reduction an increase in the rate Commitment of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cashsuch Bank), (iis) release any without the consent of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documentsrespective Issuing Bank or Issuing Banks, (iii) amend, modify or waive any provision of Section 13 2 with respect to Letters of Credit issued by it or this Section 14.11alter its rights or obligations with respect to Letters of Credit or Acceptances, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (ut) without the consent of HermesBTCo, amend, modify or waive any provision that of Sections 1.01(e) and (f) or alter its rights and obligations with respect to Swingline Loans, (u) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of Hermes and such Agent, (v) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arrangerthe Collateral Agent, (w) without the consent of the Majority Banks of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Banks of each Tranche in the case of an amendment to the definition of Majority Banks), amend the definition of Majority Banks or alter the re- quired application of any prepayments or repayments (or commit- ment reductions), as applicablebetween the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Sections 4.02(b), (c) and (d)) (although the Required Banks may, with the consent of the Majority B and C Banks as provided in the following clause (x), waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (x) without the consent of the Majority B and C Banks, amend, modify or waive any provision of Section 4.02 (excluding Sections 4.02(a), (b), (c) and (d)) or the definition of Majority B and C Banks, or waive any repayment or prepayment required pursuant to Section 4.02 (excluding pursuant to Sections 4.02(a), (b), (c) and (d)), (y) without the consent of the Supermajority Banks of the respective Tranche (1) amend, modify or waive any Scheduled Repayment with respect to such Tranche or (2) reduce the percentage specified in the definition of Supermajority Banks with respect to such Tranche, and (z) without the consent of the Required Supermajority Banks, (1) release any significant portion of the Collateral under the Security Documents (except as expressly provided in the Credit Documents) or release any significant Subsidiary Guarantor from its obligations under the Subsidiary Guaranty (other than in connection with a transaction permitted pursuant to Section 9.02); provided that no Collateral shall constitute a significant portion of the Collateral and no Subsidiary Guarantor shall constitute a significant Subsidiary Guarantor if the fair market value of the Collateral to be released plus the fair market value of the assets owned or held by such Subsidiary Guarantor is $20 million or less in the aggregate (based on a certificate of the chief financial officer of INTERCO taking into account all prior releases) or (2) reduce the percentage specified in the definition of Required Supermajority Banks.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 14.11(a13.12(a), the consent of the Required Lenders Banks is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Banks whose consent is required is not obtained, then the Borrower Borrowers shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders Banks (or, at the option of the Borrowers if the respective Bank's consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the respective Tranche or Tranches of Commitments and/or Loans of the respective non-consenting Bank which gave rise to the need to obtain such Bank's individual consent) with one or more Replacement Lenders Banks pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Bank's Revolving Loan Commitment (if such Lender’s Bank's consent is required as a result of its Revolving Loan Commitment), ) and/or repay outstanding Term Loans and terminate any outstanding Commitments of such Lender Bank which gave rise to the need to obtain such Lender’s Bank's consent, in accordance with Section 4.01(dSections 3.02(b) and/or 4.01(b), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to the preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders Banks (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, provided further, that in any event the Borrower Bor- rowers shall not have the right to replace a LenderBank, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 14.11(a13.12(a).
Appears in 1 contract
Samples: Credit Agreement (Interco Inc)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for stated maturity of any Letter of Credit beyond the Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 12.12, (iv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any Scheduled Repaymentof its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or termination shall (1) increase or extend the Revolving Loan Commitment of any Commitment Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender)Bank, or reduce and that an increase in the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability available portion of any post-default increase in interest rates and (y) Revolving Loan Commitment of any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement Bank shall not constitute a reduction an increase in the rate Revolving Loan Commitment of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cashsuch Bank), (ii2) release any without the consent of the Collateral (except as expressly provided in the Rabobank and each other Letter of Credit Documents) under any of the Security DocumentsIssuer, (iii) amend, modify or waive any provision of Section 13 2 or this Section 14.11alter its rights or obligations with respect to Letters of Credit, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u3) without the consent of Hermesthe Swingline Bank, alter its rights or obligations with respect to Swingline Loans, (4) without the consent of the Administrative Agent, amend, modify or waive any provision that of Section 11 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of Hermes and the Administrative Agent or (v5) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicablethe Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses clause (ia)(i) through (viv), inclusive, of the first proviso to Section 14.11(a12.12(a), the consent of the Required Lenders Banks is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders banks whose individual consent is required are treated as described in either clauses clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders Banks with one or more Replacement Lenders Banks pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of Bank's Revolving Loan Commitments and repay in full its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consentRevolving Loans, in accordance with Section 4.01(dSections 3.02(b) and/or 4.01(b), provided that, unless the Revolving Loan Commitments are terminated, terminated and Revolving Loans repaid, repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Revolving Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders Banks (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans Bank solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 14.11(a12.12(a).
Appears in 1 contract
Samples: Credit Agreement (Nutraceutical International Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender), (i) extend the final scheduled maturity of any Loan, extend the timing for or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender), or reduce the rate (including, without limitation, the Applicable MarginMargin and the CIRR Rate) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that relates to the rights or obligations of Hermes and (v) without the consent of each Agent Agent, KfW, as CIRR mandatary and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent Agent, KfW, as CIRR mandatary and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such LenderXxxxxx’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).
(c) Subject to the further proviso to Section 14.11(a), if a Screen Rate Replacement Event has occurred in relation to the Screen Rate, any amendment or waiver that relates to (i) providing for the use of a Replacement Benchmark in relation to that currency in place of that Screen Rate and (ii)(A) aligning any provision of any Credit Document to the use of that Replacement Benchmark, (B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement), (C) implementing market conventions applicable to that Replacement Benchmark, (D) providing for appropriate fallback (and market disruption) provisions for that Replacement
Appears in 1 contract
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank), (i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for stated expiration date of any Letter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Collateral (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any Scheduled Repaymentof its rights and obligations under this Agreement; provided further, that no such change, waiver, discharge or termination shall (v) increase or extend the Revolving Loan Commitment of any Commitment Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender)Bank, or reduce and that an increase in the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability available portion of any post-default increase in interest rates and (y) Revolving Loan Commitment of any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement Bank shall not constitute a reduction in an increase of the rate Revolving Loan Commitment of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cashsuch Bank), (iiw) release without the consent of any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security DocumentsIssuing Bank, (iii) amend, modify or waive any provision of Section 13 2 or this Section 14.11alter its rights or obligations with respect to Letters of Credit, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (ux) without the consent of Hermesthe Swingline Bank, alter the Swingline Bank's rights or obligations with respect to Swingline Loans, (y) without the consent of the Agent, amend, modify or waive any provision that of Section 12 or any other provision as same relates to the rights or obligations of Hermes and the Agent, or (vz) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicablethe Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 14.11(a13.12(a), the consent of the Required Lenders Banks is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders Banks with one or more Replacement Lenders Banks pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Bank's Revolving Loan Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay the outstanding Revolving Loans and terminate any outstanding Commitments of such Lender which gave rise to Bank and cash collateralize its applicable RL Percentage of the need to obtain such Lender’s consent, Letter of Credit Outstandings in accordance with Section 4.01(dSections 3.02(b) and 4.01(b), provided that, unless the Commitments are Revolving Loan Commitment that is terminated, and Revolving Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Revolving Loan Commitments and/or outstanding Revolving Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders Banks (determined before after giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a LenderBank, terminate its Revolving Loan Commitment or repay its Revolving Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 14.11(a13.12(a).
Appears in 1 contract
Samples: Credit Agreement (Sitel Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any ------------------------- other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required LendersBanks, provided that no such change, waiver, discharge or termination -------- shall, without the consent of each Lender Bank (other than a Defaulting Lenderwith Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for stated maturity of any Letter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereof (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction, provided that such amendment or modification was not made for the purpose of -------- reducing the interest rate or Fees hereunder, (ii) release all or substantially all of the Collateral (except as expressly provided in the Security Documents) under all the Security Documents, (iii) amend, modify or waive any provision of this Section 13.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Tranche A Term Loans and the Revolving Loan Commitments on the Effective Date), (iv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Tranche A Term Loans and Revolving Loan Commitments are included on the Effective Date), (v) consent to the assignment or transfer by the Borrower of any Scheduled Repaymentof its rights and obligations under this Agreement or (vi) amend or modify Section 13.06(a); provided further, that no such change, waiver, discharge or termination shall ---------------- (v) increase or extend the Commitments of any Commitment Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender)Bank, or reduce and that an increase in the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability available portion of any post-default increase in interest rates and (y) Commitment of any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement Bank shall not constitute a reduction an increase in the rate Commitment of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cashsuch Bank), (iiw) release any without the consent of the Collateral (except as expressly provided in the Credit Documents) under any each Letter of the Security DocumentsIssuer, (iii) amend, modify or waive any provision of Section 13 2 or this Section 14.11alter its rights or obligations with respect to Letters of Credit, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (ux) without the consent of HermesBTCo, alter its rights or obligations with respect to Swingline Loans, (y) without the consent of the Administrative Agent, the Documentation Agent or the Syndication Agent, amend, modify or waive any provision that of Section 12 as same applies to the Administrative Agent, the Documentation Agent or the Syndication Agent, as the case may be, or any other provision as same relates to the rights or obligations of Hermes the Administrative Agent, the Documentation Agent or the Syndication Agent, as the case may be, and (vz) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicablethe Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 14.11(a13.12(a), the consent of the Required Lenders Banks is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Banks whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders Banks whose individual consent is required are treated as described in either clauses clause (A) or (B) below, to either (A) replace each such non-consenting Lender Bank or Lenders Banks (or, at the option of the Borrower if the respective Bank's consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Revolving Loan Commitments and/or Loans of the respective non-consenting Bank which gave rise to the need to obtain such Bank's individual consent) with one or more Replacement Lenders Banks pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender Bank consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Bank's Revolving Loan Commitment (if such Lender’s Bank's consent is required as a result of its Revolving Loan Commitment), ) and/or repay each Tranche of outstanding Loans and terminate any outstanding Commitments of such Lender Bank which gave rise to the need to obtain such Lender’s consentBank's consent and/or cash collateralize its applicable RL Percentage of the Letter of Credit of Outstandings, in accordance with Section 4.01(dSections 3.02(b) and/or 4.01(b), provided that, -------- unless the Commitments which are terminated, terminated and Loans repaid, which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders Banks or the increase of the Commitments and/or outstanding Loans of existing Lenders Banks (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) ), the Required Lenders Banks (determined before after giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to ---------------- replace a LenderBank, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s Bank's rights (and the withholding of any required consent by such LenderBank) pursuant to the second proviso to Section 14.11(a13.12(a).
(c) Notwithstanding anything to the contrary contained in clause (a) above of this Section 13.12, the Borrower, the Administrative Agent and each ALC Bank may, in accordance with the provisions of Section 1.14, enter into an Additional Loan Commitment Agreement, provided that after the execution and -------- delivery by the Borrower, the Administrative Agent and each such ALC Bank of such Additional Loan Commitment Agreement, such Additional Loan Commitment Agreement may thereafter only be modified in accordance with the requirements of clause (a) above of this Section 13.12.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender), (i) extend the final scheduled maturity of any Loan, extend the timing for or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender), or reduce the rate (including, without limitation, the Applicable MarginMargin and the Fixed Rate) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that relates to the rights or obligations of Hermes Xxxxxx and (v) without the consent of each Agent Agent, the CIRR Representative and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent Agent, the CIRR Representative and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).
Appears in 1 contract
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required Lenders, Banks (or by the Administrative Agent with the consent of the Required Banks) and delivered to the Administrative Agent; provided that no such change, waiver, discharge or termination shall, (a) without the consent of each Lender (other than a Defaulting Lender)affected Bank, (i) extend the final any scheduled maturity of any Loan, extend the timing for Unpaid Drawing or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender)Note, or reduce the rate (including, without limitation, the Applicable Margin) of interest or fees or extend the time of payment of principal, interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))fees, or reduce the principal amount thereof (except to the extent repaid in cash) (provided that any amendment or modification to the financial definitions in this Agreement or to Section 2.14 or pursuant to Section 1.2 shall not constitute a reduction in the rate of interest or any fees for purposes of this clause (a)) or (b) without the consent of each Bank (i) release a Guarantor from its Guaranty of the Obligations of the Borrower (except in connection with the sale of a Subsidiary which is a Guarantor in accordance with the terms of this Agreement or as otherwise provided in Section 5.20), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.1110.5, (iviii) change reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, (A) with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Loans and Commitments are included on the Effective DateDate and (B) pursuant to Section 2.16, additional Loansthe Revolving Credit Commitments may be madeincreased), (iv) amend or a modify any provision which expressly requires the of Section 10.6 to add any additional consent of all the Lendersrequirements necessary to effect any assignment or participation thereunder, (v) consent to the assignment and/or or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace amend any Section which would alter the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee)pro rata sharing of payments required thereby; provided, further, that no such change, waiver, discharge or termination shall (u1) without the consent of Hermeseach Letter of Credit Issuer amend, modify or waive any provision of Article 2A or alter its rights or obligations with respect to Letters of Credit, (2) without the consent of the Swing Lender amend, modify or waive any provision of Section 2.1(c) through (g) or alter its rights or obligations with respect to Swing Loans, (3) increase the Commitments of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or of a mandatory reduction in the Total Revolving Credit Commitments shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Revolving Credit Commitment of any Bank shall not constitute an increase of the Revolving Credit Commitment of such Bank), (4) without the consent of the Administrative Agent, amend, modify or waive any provision that of Article 7 or any other provision as the same relates to the rights or obligations of Hermes and the Administrative Agent, or (v5) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe CAD Fronting Bank, amend, modify or waive any provision relating of Section 2.1 or any other provision as the same relates to the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with the CAD Fronting Bank. If any Bank does not consent to a proposed changeamendment, waiver, discharge consent or termination release with respect to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but Credit Document that requires the consent of each Lender (other than any Defaulting Lender) is not obtainedBank and that has been approved by the Required Banks, then the Borrower may replace such Non-Consenting Bank in accordance with Section 8.7; provided that such amendment, waiver, consent or 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 paragraph). Notwithstanding anything to the contrary herein, no Defaulting Bank shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (A)(x) none of the rightRevolving Credit Commitment of such Defaulting Bank, so long as all non-consenting Lenders are treated as described the scheduled maturity of any Loan, Unpaid Drawing or Note of such Defaulting Bank or the time of payment of principal, interest or fees thereon may be increased or extended, and (y) neither the rate of interest or fees nor the principal amount of any Loan, Unpaid Drawing or Note of such Defaulting Bank may be reduced, in either clauses (A) or each case without the consent of such Defaulting Bank, and (B) any amendment, waiver, or consent hereunder that requires the consent of all Banks or each affected Bank that by its terms disproportionately and adversely affects any such Defaulting Bank relative to other affected Banks shall require the consent of such Defaulting Bank. Notwithstanding anything to the contrary in this Agreement, (i) Incremental Amendments may be effected in accordance with Section 2.16 without the consent of any Person other than as specified in Section 2.16, (ii) amendments contemplated by Section 2.18 may be effected in accordance with Section 2.18 without the consent of any Person other than as specified in Section 2.18, and (iii) this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Banks providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of outstanding Term Loans (“Refinanced Term Loans”) with a replacement term loan tranche hereunder (“Replacement Term Loans”); provided that, with respect to either this clause (Aiii), (a) replace each the aggregate principal amount of such nonReplacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans plus accrued interest, fees and expenses related thereto, (b) neither the Base Rate Margin nor the Euro-consenting Lender Dollar Margin for such Replacement Term Loans shall be higher than the respective Base Rate Margin or Lenders with one or more the Euro-Dollar Margin for such Refinanced Term Loans, (c) the weighted average life to maturity of such Replacement Lenders pursuant Term Loans shall not be shorter than the weighted average life to Section 2.11 so long as maturity of such Refinanced Term Loans at the time of such replacement, each such Replacement Lender consents refinancing (except to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required extent of nominal amortization for periods where amortization has been eliminated as a result of its Commitment)prepayment of the applicable Term Loans) and (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise or less favorable to the need Banks providing such Replacement Term Loans than, those applicable to obtain such Lender’s consentRefinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the latest final maturity of the Term Loans in effect immediately prior to such refinancing. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent and, if applicable, the Borrower may, without the consent of any Bank, enter into amendments or modifications to this Agreement or any of the other LoanCredit Documents or enter into additional LoanCredit Documents in order to implement any Benchmark Replacement or any Benchmark Replacement Conforming Changes or otherwise effectuate the terms of Section 8.8 in accordance with the terms of Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a)8.8.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated terminated unless such change, waiver, discharge discharge or termination is in writing signed by the respective respective Credit Parties party thereto, the Hermes Agent thereto and the Required Lenders, provided that no such change, waiver, discharge discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly modified in the case of following clause (i)), (i) extend the final scheduled maturity of any LoanLoan or Note, or extend the timing for or reduce the principal amount stated expiration date of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications Letter of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in Credit beyond the Commitments shall not constitute an increase of the Commitment of any Lender)Revolving Loan Maturity Date, or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment payment of interest on any Loan or Commitment Commission or fees Fees thereon (except (x) in connection with the a waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)rates), or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or any Fees for purposes of this clause (i)), (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under any of all the Security Documents, (iii) amend, modify or waive any provision provision of Section 13 or this Section 14.1113.12, (iv) change reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders), (v) release all or substantially all of the Subsidiary Guarantors (except as expressly provided in the Subsidiaries Guaranty), (vi) consent to the assignment and/or or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, Agreement or (vivii) replace amend, modify or waive any provisions of Section 13.06(a) providing for payments to be made ratably to the Parent Guaranty or release Lenders (it being understood that, with the Parent Guaranty from consent of the relevant guarantee Required Lenders, additional extensions of credit pursuant to which this Agreement may be included in determining any ratable share pursuant to Section 13.06(a) and adjustments to any such Guarantor is a party (other than as provided in such guaranteeSection may be made consistent therewith); provided, provided further, that no such change, waiver, discharge or termination shall (u1) increase the Commitment of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (2) without the consent of Hermeseach Issuing Lender, amend, modify or waive any provision of Section 2 or alter its rights or obligations with respect to Letters of Credit, (3) without the consent of the Administrative Agent, amend, modify or waive any provision that of Section 12 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of Hermes and the Administrative Agent, (v4) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arrangerthe Collateral Agent, (5) without the consent of the Swingline Lender, alter the Swingline Lender’s rights or obligations with respect to Swingline Loans, (6) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders or alter the required application of any prepayments or repayments (or commitment reduction), as applicablebetween the various Tranches, pursuant to Section 4.01(a) or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (7) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of, or extend the date of, any Scheduled Term Loan Repayment, or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans are included on the Effective Date), (8) in cases where any Incremental Term Loans are being added to an existing Tranche of Term Loans pursuant to Section 1.13, without the consent of the Supermajority Lenders of the respective Tranche (determined before giving effect to the additions to such Tranche), alter any of the requirements contained in Section 1.13(c), and (9) without the consent of the Majority Lenders of each Tranche of Term Loans and, in the case of Section 1.13(a)(xi), Revolving Loans amend or modify the provisions of Section 1.13(a)(x) or (xi), as the case may be.
(b) If, in connection with any proposed change, waiver, discharge or termination termination with respect to any of the provisions of this Agreement as contemplated by clauses (i) through (vivii), inclusive, of the first proviso to Section 14.11(a13.12(a), the consent of the Required Lenders is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower, if the respective Lender’s individual consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the Commitments and/or Loans under the respective Tranche of the respective non-consenting Lender which gave rise to the need to obtain such a Lender’s individual consent) with one or more Replacement Lenders pursuant pursuant to Section 2.11 1.14 so long as at the time of such replacement, each such Replacement Lender consents consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting consenting Lender’s Revolving Loan Commitment (if such a Lender’s individual consent is required as a result of its Revolving Loan Commitment), ) and/or repay the outstanding Loans and terminate any outstanding Commitments of such Lender under each Tranche which gave rise to the need to obtain such a Lender’s consent, individual consent and/or cash collateralize its applicable Percentage of the Letter of Credit Outstandings in accordance accordance with Section 4.01(dSections 3.02(b) and/or 4.01(b), provided that, unless the Commitments are terminatedterminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate terminate any of its Commitment Commitments or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a13.12(a).
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the written consent of each Lender directly affected thereby (other than a Defaulting Lender), (i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for or reduce the principal amount stated maturity of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications Letter of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in Credit beyond the Commitments shall not constitute an increase of the Commitment of any Lender)Revolving Loan Maturity Date, or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees Fees thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification that is not agreed to by each Lender directly affected thereby to the financial definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement or to Section 14.07(a) shall not constitute a reduction in the rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by the Borrower and the Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under any of all the Security Documents, (iii) release all or substantially all of the Guarantors (except as expressly provided in the Credit Documents), (iv) amend, modify or waive any provision of Section 13 or this Section 14.1114.12, (ivv) change reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Closing Date) or a provision which expressly requires the consent of all the Lenders, (vvi) consent to the assignment and/or or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, Agreement or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (any other than as Credit Document; provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u1) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitments shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (2) without the consent of Hermesthe Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (3)(A)without the consent of each Issuing Bank, amend, modify or waive any provision that of Section 2, or (B) alter an Issuing Bank's rights or obligations with respect to Letters of Credit issued by it without such Issuing Bank's consent, (4) without the consent of the Administrative Agent, amend, modify or waive any provision of Section 13 as same applies to the Administrative Agent or any other provision as same relates to the rights or obligations of Hermes and the Administrative Agent, (v5) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arrangerthe Collateral Agent, (6) without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below (or without the consent of the Majority Lenders of each Tranche in the case of an amendment to the definition of Majority Lenders), amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Date) or alter the required application of any prepayments or repayments (or commitment reductions), as applicablebetween the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Sections 4.02(b) and (c)) (although (x) the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered and (y) if additional Tranches of Term Loans are extended after the Closing Date with the consent of the Required Lenders as required above, such Tranches may be included on a pro rata basis in the various prepayments or repayments required pursuant to Sections 4.01 and 4.02 (excluding Sections 4.02(b) and (c) and any section providing Scheduled Repayments for any new Tranche of Term Loans) or (7) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of, or extend the date of, any Scheduled Repayment applicable to such Tranche or, without the consent of the Supermajority Lenders of each Tranche, amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Closing Date.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a14.12(a), the consent of the Required Lenders is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower if the respective Lender's consent is required with respect to less than all Tranches of Loans (or related Commitments), to replace only the respective Tranche or Tranches of Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender's individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s 's Revolving Loan Commitment (if such Lender’s 's consent is required as a result of its Revolving Loan Commitment), ) and/or repay each Tranche of outstanding Term Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s 's consent, in accordance with Section 4.01(dSections 3.02(b) and/or 4.01(iv), provided that, unless the Commitments are terminated, terminated and Loans repaid, repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined both before and after giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, provided further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Revolving Loan Commitment or repay its Loans solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a14.12(a).
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Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clause (i)), (i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for or reduce the principal amount stated maturity of any Scheduled Repayment, increase Letter of Credit or Bank Guaranty beyond the Revolving Loan Maturity Date or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment duration of any Lender)Interest Period beyond six months, or reduce the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on (other than as a result of any Loan or Commitment Commission or fees (except (x) in connection with the waiver of the applicability of any post-default increase in interest rates and (yrates) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))Fees thereon, or reduce the principal amount thereof (except to the extent repaid paid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement shall not constitute a reduction in any rate of interest or fees for purposes of this clause (i), notwithstanding the fact that such amendment or modification actually results in such a reduction), (ii) release any all or substantially all of the Collateral (except as expressly provided in the Credit Documents) under any of all the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.1113.12 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the Tranche A Term Loans, Tranche B Term Loans and the Revolving Loan Commitments on the Effective Date), (iv) change reduce the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Term Loans and Revolving Loan Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders), (v) consent to the assignment and/or or transfer by the Parent and/or Borrower any Credit Agreement Party of any of its rights and obligations under this Agreement, or (vi) replace amend, modify or waive any provision of the Parent Capital Call Agreement in any manner adverse to the interests of any Lender or (vii) release the Holdings Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as U.S. Borrower's Guaranty; provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (up) amend, modify or waive any condition precedent set forth in Section 6A or 6B with respect to the making of Revolving Loans, Swingline Loans or the issuance of Letters of Credit or Bank Guaranties, without the written consent of the Majority Lenders holding Revolving Loan Commitments, (q) increase the Commitments of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (r) without the consent of Hermeseach Issuing Lender affected thereby, amend, modify or -252- waive any provision of Section 2A or alter its rights or obligations with respect to Letters of Credit, (s) without the consent of each Bank Guaranty Issuer affected thereby, amend, modify or waive any provision that of Section 2B or alter its rights or obligations with respect to Bank Guaranties, (t) without the consent of the Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (u) without the consent of each Agent affected thereby, amend, modify or waive any provision of Section 12 as same applies to such Agent or any other provision as same relates to the rights or obligations of Hermes and such Agent, (v) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent, (w) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Tranche which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Tranches, pursuant to Section 4.01 or 4.02 (excluding Section 4.02(b)) (although the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (x) without the consent of the Majority Lenders of the respective Tranche affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date), (y) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and Revolving Loans pursuant to Section 1.14 (as originally in effect) and except for technical amendments which are consistent with the intent of the provisions of such Section and do not adversely affect the protections afforded to the Lenders pursuant to said Section, without the consent of the Majority Lenders of each Tranche adversely affected thereby, amend, modify or waive any provisions of Section 1.14 or (z) without the consent of the Supermajority Lenders of the respective Tranche, reduce the amount of or extend the date of, any Tranche C Term Loan Scheduled Repayment or Incremental Term Loan Scheduled Repayment (except that, if additional Loans are made pursuant to a given Tranche, the Scheduled Repayments of such Tranche may be increased on a proportionate basis without the consent otherwise required by this clause (z)), or amend the definition of Supermajority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Supermajority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date). Notwithstanding anything to the contrary contained above in this Section 13.12(a), the Administrative Agent and/or the Collateral Agent shall be permitted to (i) enter into such Joint Lead Arrangeramendments and/or modifications to the Foreign Subsidiaries Guaranty and the Foreign Security Documents entered into by any Columbian Subsidiary Guarantor as may be required to give effect to the purposes of Section 8.24 and (ii) enter into such amendments and/or modifications to the Foreign Subsidiaries Guaranty and the Foreign Security Documents which may be required in the discretion of the Administrative Agent and/or the Collateral Agent which are of a technical nature and/or are, as applicablein the judgment of the Collateral Agent, required by applicable law, in the interests of the Secured Creditors or (in the case of Foreign Security Documents) necessary or desirable to preserve, maintain, perfect and/or protect the security interests purported to the granted by the respective Foreign Security Documents.
(b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (viv), inclusive, of the first proviso to Section 14.11(a13.12(a), the consent of the Required Lenders is obtained but the consent of each Lender (one or more of such other than any Defaulting Lender) Lenders whose consent is required is not obtained, then the Borrower Holdings shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clauses clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of Holdings if the respective Lender's consent is required with respect to less than all Tranches (or related Commitments), to replace only the respective Tranche or Tranches of Commitments (and related Obligations) and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender's individual consent) with one or more Replacement Lenders pursuant to Section 2.11 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate each Tranche of Revolving Loan Commitment and/or Incremental Term Loan Commitment of such non-consenting Lender’s Commitment Lender (if such Lender’s 's consent is required as a result of such Tranche of its Revolving Loan Commitment and/or Incremental Term Loan Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments Obligations under each Tranche of such Lender which gave rise to the need to obtain such Lender’s 's consent, in accordance with Section 4.01(d)Sections 3.02(b) and/or 4.01, provided that, unless the Commitments which are terminated, terminated and Loans repaid, and other Obligations which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans and of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) ), the Required Lenders (determined before both (x) after giving effect to the proposed actionaction and (y) as if the Commitments, Loans and the Hermes Agent related Obligations being terminated and/or repaid (and not replaced) were not outstanding) shall specifically consent thereto, provided, provided further, that in any event the Borrower Holdings shall not have the right to replace a Lender, terminate its Commitment or repay its Loans or other Obligations solely as a result of the exercise of such Lender’s 's rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a13.12(a).
(c) Notwithstanding anything to the contrary contained in clause (a) above of this Section 13.12, the respective Borrower, the Administrative Agent and each Incremental Loan Lender may, in accordance with the provisions of Sections 1.15, 1.16 and 1.17, enter into an Incremental Loan Commitment Agreement, provided that after the execution and delivery by the respective Borrower, the Administrative Agent and each such Incremental Loan Lender of such Incremental Loan Commitment Agreement, such Incremental Loan Commitment Agreement may thereafter only be modified in accordance with the requirements of clause (a) above of this Section 13.12.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required Lenders, Banks; provided that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank) (with Obligations being directly affected in the case of following clause (i)), (i) extend the final scheduled Final Scheduled Maturity Dates of or extend the stated maturity of any LoanLetter of Credit beyond the Revolving Loan Maturity Date, or reduce the rate or extend the timing for time of payment of interest or Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release (x) the Guaranty or a Subsidiary Guarantor or (y) all or substantially all of the Collateral (except as expressly provided in the Security Documents in connection with a sale otherwise permitted hereby), (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the extensions of Tranche B-1 Term Loans and Revolving Loan Commitments are included on the Amendment Effective Date) or (v) consent to the assignment or transfer by the Borrower or Holdings of any Scheduled Repaymentof its rights and obligations under this Agreement; provided, further, that no such change, waiver, discharge or termination shall (u) increase or extend the Commitments of any Commitment Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Commitment shall not constitute an increase of the Commitment of any Lender)Bank, or reduce and that an increase in the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability available portion of any post-default increase in interest rates and (y) Commitment of any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement Bank shall not constitute a reduction an increase in the rate Commitment of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cashsuch Bank), (iiv) release any without the consent of the Collateral (except as expressly provided in the Credit Documents) under any of the Security DocumentsDBTCA, (iii) amend, modify or waive any provision of Section 13 2 or this Section 14.11alter its rights or obligations with respect to Letters of Credit, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (uw) without the consent of Hermesthe Administrative Agent, amend, modify or waive any provision that of Section 12 as same applies to such Administrative Agent or any other provision as same relates to the rights or obligations of Hermes and such Administrative Agent, (vx) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arrangerthe Collateral Agent, as applicable.
(by) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), without the consent of the Required Lenders is obtained but the consent Supermajority Banks of each Lender (other than any Defaulting Lender) Tranche which is not obtainedbeing allocated a lesser prepayment, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) repayment or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely commitment reduction as a result of the exercise actions described below (or without the consent of such Lender’s rights (and the withholding Supermajority Banks of each Tranche in the case of an amendment to the definition of Supermajority Banks), amend the definition of Supermajority Banks or alter the required application of any required consent by such Lender) prepayments or repayments (or commitment reductions), as between the various Tranches, pursuant to Section 4.01 or 4.02 (although the second proviso Required Banks may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Tranches, of any such prepayment, repayment or commitment reduction which is still required to Section 14.11(a)be made is not altered) or (z) without the consent of the Supermajority Banks of the respective Tranche, amend, modify or waive any Tranche B-1 Term Loan Scheduled Repayment.
Appears in 1 contract
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender), (i) extend the final scheduled maturity of any Loan, extend the timing for or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender), or reduce the rate (including, without limitation, the Applicable MarginFloating Rate Margin and the Fixed Rate) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cash), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.11, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (u) without the consent of Hermes, amend, modify or waive any provision that relates to the rights or obligations of Hermes and (v) without the consent of each Agent Agent, the CIRR Representative and/or each Joint Lead Arranger, as applicable, amend, modify or waive any provision relating to the rights or obligations of such Agent Agent, the CIRR Representative and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 2.12 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).
(c) Subject to the further proviso to Section 14.11(a), if a Screen Rate Replacement Event has occurred in relation to the Screen Rate, any amendment or waiver that relates to (i) providing for the use of a Replacement Benchmark in relation to that currency in place of that Screen Rate and (ii)(A) aligning any provision of any Credit Document to the use of that Replacement Benchmark, (B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement), (C) implementing market conventions applicable to that Replacement Benchmark, (D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark, or (E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made, having regard to the following paragraphs of this Section 14.11, with the consent of the Facility Agent (acting on the instructions of the Required Lenders) and the Borrower.
(d) At least six months prior to the LIBOR Discontinuation Date (or, if the LIBOR Discontinuation Date is not known such that the date six months prior to its occurrence cannot be determined, such shorter period as is appropriate in the circumstances), the Facility Agent, the Lenders and the Borrower (or the Parent on the Borrower’s behalf) will enter into good faith negotiations with a view to agreeing the Replacement Benchmark, the Consequential Technical Amendments as well as any other necessary adjustments to the Credit Documents for the period following the LIBOR Discontinuation Date. The negotiations will take into account the then current market standards and will be conducted with a view to ensuring that the interest yield under this Agreement is not impacted and will also take into account any corresponding changes required in respect of the Refinancing Agreements.
Appears in 1 contract
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required LendersRe quired Banks, provided PROVIDED that no such change, waiver, discharge or termination shall, without the consent of each Lender Bank (other than a Defaulting LenderBank), (i) extend the final scheduled maturity of any Loan, Loan or Note or extend the timing for stated expiration date of any Letter of Credit beyond the Final Maturity Date, or reduce the rate or extend the time of payment of interest or Fees thereon, or reduce the principal amount thereof (except to the extent repaid in cash) (it being understood that any amendment or modification to the financial definitions in this Agreement or to Section 13.07(a) shall not constitute a reduction in the rate of interest or Fees for the purposes of this clause (i)), (ii) release all or substantially all of the Pledge Agreement Collateral (except as expressly provided in the Credit Documents), (iii) amend, modify or waive any provision of this Section 13.12, (iv) reduce the percentage specified in the definition of Required Banks (it being understood that, with the consent of the Required Banks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Banks on substantially the same basis as the Revolving Loan Commitments are included on the Effective Date) or (v) consent to the assignment or transfer by the Borrower of any Scheduled Repaymentof its rights and obligations under this Agreement; PROVIDED FURTHER, that no such change, waiver, discharge or termination shall (v) increase or extend the Revolving Loan Commitment of any Commitment Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments Total Revolving Loan Commitment shall not constitute an increase of the Revolving Loan Commitment of any Lender)Bank, or reduce and that an increase in the rate (including, without limitation, the Applicable Margin) or extend the time of payment of interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability available portion of any post-default increase in interest rates and (y) Revolving Loan Commitment of any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement Bank shall not constitute a reduction in an increase of the rate Revolving Loan Commitment of interest for purposes of this clause (i)), or reduce the principal amount thereof (except to the extent repaid in cashsuch Bank), (iiw) release without the consent of any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security DocumentsIssuing Bank, (iii) amend, modify or waive any provision of Section 13 2 or this Section 14.11alter its rights or obligations with respect to Letters of Credit, (iv) change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Effective Date) or a provision which expressly requires the consent of all the Lenders, (v) consent to the assignment and/or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee); provided, further, that no such change, waiver, discharge or termination shall (ux) without the consent of Hermesthe Swingline Bank, alter the Swingline Bank's rights or obligations with respect to Swingline Loans, (y) without the consent of the Agent, amend, modify or waive any provision that of Section 12 or any other provision as same relates to the rights or obligations of Hermes and the Agent, or (vz) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicablethe Collateral Agent.
(b) If, in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but the consent of each Lender (other than any Defaulting Lender) is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders are treated as described in either clauses (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders with one or more Replacement Lenders pursuant to Section 2.11 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required as a result of its Commitment), and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise to the need to obtain such Lender’s consent, in accordance with Section 4.01(d), provided that, unless the Commitments are terminated, and Loans repaid, pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a).
Appears in 1 contract
Samples: Credit Agreement (Sitel Corp)
Amendment or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties party thereto, the Hermes Agent thereto and the Required Lenders, Banks (or by the Administrative Agent with the consent of the Required Banks) and delivered to the Administrative Agent; provided that no such change, waiver, discharge or termination shall, (a) without the consent of each Lender (other than a Defaulting Lender)affected Bank, (i) extend the final any scheduled maturity of any Loan, extend the timing for Unpaid Drawing or reduce the principal amount of any Scheduled Repayment, increase or extend any Commitment (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute an increase of the Commitment of any Lender)Note, or reduce the rate (including, without limitation, the Applicable Margin) of interest or fees or extend the time of payment of principal, interest on any Loan or Commitment Commission or fees (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) any amendment or modification to the definitions used in the financial covenants set forth in Sections 10.06 through 10.09, inclusive, in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i))fees, or reduce the principal amount thereof (except to the extent repaid in cash) (provided that any amendment or modification to the financial definitions in this Agreement or to Section 2.14 or pursuant to Section 1.2 shall not constitute a reduction in the rate of interest or any fees for purposes of this clause (a)) or (b) without the consent of each Bank (i) release a Guarantor from its Guaranty of the Obligations of the Borrower (except in connection with the sale of a Subsidiary which is a Guarantor in accordance with the terms of this Agreement or as otherwise provided in Section 5.20), (ii) release any of the Collateral (except as expressly provided in the Credit Documents) under any of the Security Documents, (iii) amend, modify or waive any provision of Section 13 or this Section 14.1110.5, (iviii) change reduce the percentage specified in the definition of Required Lenders Banks (it being understood that, (A) with the consent of the Required LendersBanks, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders Banks on substantially the same basis as the extensions of Loans and Commitments are included on the Effective DateDate and (B) pursuant to Section 2.16, additional Loans may be made), (iv) amend or a modify any provision which expressly requires the of Section 10.6 to add any additional consent of all the Lendersrequirements necessary to effect any assignment or participation thereunder, (v) consent to the assignment and/or or transfer by the Parent and/or Borrower of any of its rights and obligations under this Agreement, or (vi) replace amend any Section which would alter the Parent Guaranty or release the Parent Guaranty from the relevant guarantee to which such Guarantor is a party (other than as provided in such guarantee)pro rata sharing of payments required thereby; provided, further, that no such change, waiver, discharge or termination shall (u1) without the consent of Hermeseach Letter of Credit Issuer amend, modify or waive any provision of Article 2A or alter its rights or obligations with respect to Letters of Credit, (2) without the consent of the Swing Lender amend, modify or waive any provision of Section 2.1(c) through (g) or alter its rights or obligations with respect to Swing Loans, (3) increase the Commitments of any Bank over the amount thereof then in effect without the consent of such Bank (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or of a mandatory reduction in the Total Revolving Credit Commitments shall not constitute an increase of the Commitment of any Bank, and that an increase in the available portion of any Revolving Credit Commitment of any Bank shall not constitute an increase of the Revolving Credit Commitment of such Bank), (4) without the consent of the Administrative Agent, amend, modify or waive any provision that of Article 7 or any other provision as the same relates to the rights or obligations of Hermes and the Administrative Agent, or (v5) without the consent of each Agent and/or each Joint Lead Arranger, as applicablethe CAD Fronting Bank, amend, modify or waive any provision relating of Section 2.1 or any other provision as the same relates to the rights or obligations of such Agent and/or such Joint Lead Arranger, as applicable.
(b) If, in connection with the CAD Fronting Bank. If any Bank does not consent to a proposed changeamendment, waiver, discharge consent or termination release with respect to any of the provisions of this Agreement as contemplated by clauses (i) through (vi), inclusive, of the first proviso to Section 14.11(a), the consent of the Required Lenders is obtained but Credit Document that requires the consent of each Lender (other than any Defaulting Lender) is not obtainedBank and that has been approved by the Required Banks, then the Borrower may replace such Non-Consenting Bank in accordance with Section 8.7; provided that such amendment, waiver, consent or 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 paragraph). Notwithstanding anything to the contrary herein, no Defaulting Bank shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (A)(x) none of the rightRevolving Credit Commitment of such Defaulting Bank, so long as all non-consenting Lenders are treated as described the scheduled maturity of any Loan, Unpaid Drawing or Note of such Defaulting Bank or the time of payment of principal, interest or fees thereon may be increased or extended, and (y) neither the rate of interest or fees nor the principal amount of any Loan, Unpaid Drawing or Note of such Defaulting Bank may be reduced, in either clauses (A) or each case without the consent of such Defaulting Bank, and (B) any amendment, waiver, or consent hereunder that requires the consent of all Banks or each affected Bank that by its terms disproportionately and adversely affects any such Defaulting Bank relative to other affected Banks shall require the consent of such Defaulting Bank. Notwithstanding anything to the contrary in this Agreement, (i) Incremental Amendments may be effected in accordance with Section 2.16 without the consent of any Person other than as specified in Section 2.16, (ii) amendments contemplated by Section 2.18 may be effected in accordance with Section 2.18 without the consent of any Person other than as specified in Section 2.18, and (iii) this Agreement may be amended with the written consent of the Administrative Agent, the Borrower and the Banks providing the relevant Replacement Term Loans (as defined below) to permit the refinancing of outstanding Term Loans ("Refinanced Term Loans") with a replacement term loan tranche hereunder ("Replacement Term Loans"); provided that, with respect to either this clause (Aiii), (a) replace each the aggregate principal amount of such nonReplacement Term Loans shall not exceed the aggregate principal amount of such Refinanced Term Loans plus accrued interest, fees and expenses related thereto, (b) neither the Base Rate Margin nor the Euro-consenting Lender Dollar Margin for such Replacement Term Loans shall be higher than the respective Base Rate Margin or Lenders with one or more the Euro-Dollar Margin for such Refinanced Term Loans, (c) the weighted average life to maturity of such Replacement Lenders pursuant Term Loans shall not be shorter than the weighted average life to Section 2.11 so long as maturity of such Refinanced Term Loans at the time of such replacement, each such Replacement Lender consents refinancing (except to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Commitment (if such Lender’s consent is required extent of nominal amortization for periods where amortization has been eliminated as a result of its Commitment)prepayment of the applicable Term Loans) and (d) all other terms applicable to such Replacement Term Loans shall be substantially identical to, and/or repay outstanding Loans and terminate any outstanding Commitments of such Lender which gave rise or less favorable to the need Banks providing such Replacement Term Loans than, those applicable to obtain such Lender’s consentRefinanced Term Loans, in accordance with Section 4.01(d), provided that, unless except to the Commitments are terminated, extent necessary to provide for covenants and Loans repaid, pursuant other terms applicable to preceding clause (B) are immediately replaced in full at such time through any period after the addition of new Lenders or the increase latest final maturity of the Commitments and/or outstanding Term Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant effect immediately prior to preceding clause (B) the Required Lenders (determined before giving effect to the proposed action) and the Hermes Agent shall specifically consent thereto, provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the second proviso to Section 14.11(a)refinancing.
Appears in 1 contract
