Amendments, Waivers and Consents. Except as set forth below, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each case, that: (a) no amendment, waiver or consent shall (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and (b) no amendment, waiver or consent to the provisions of (i) Article XIII shall be made without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected thereby.
Appears in 3 contracts
Samples: Five Year Credit Agreement (Jones Apparel Group Inc), Five Year Credit Agreement (Jones Apparel Group Inc), Credit Agreement (Jones Apparel Group Inc)
Amendments, Waivers and Consents. Except as set forth below, Neither this Credit Agreement nor any term, covenant, agreement or condition of this Agreement or other Credit Document nor any of the other Loan Documents terms hereof or thereof may be amended amended, changed, waived, discharged or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, terminated unless such amendment, waiver change, waiver, discharge or consent termination is in writing signed by entered into by, or approved in writing by, each of the Required Lenders (or by the Administrative Agent with the consent of Credit Parties party thereto and the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendmentPROVIDED, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each caseHOWEVER, that:
(a) no amendment, waiver or consent shall (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and, neither this Credit Agreement nor any other Credit Document may be amended, changed, waived, discharged or terminated so as to
(i) extend any Commitment or the final maturity of any Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, or extend or waive any Principal Amortization Payment of any Loan, or any portion thereof,
(ii) reduce the rate or extend the time of payment of interest on any Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit (other than as a result of waiving the applicability of any post-default increase in interest rates) or of any Fees,
(iii) reduce or waive the principal amount of any Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.2 or of any Default or Event of Default or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender),
(v) except as the result of or in connection with an Asset Disposition not prohibited by Section 8.5, release all or substantially all of the Collateral,
(vi) except as the result of or in connection with a dissolution, merger or disposition of a Consolidated Party not prohibited by Section 8.4 or Section 8.5, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents,
(vii) amend, modify or waive any provision of this Section 11.6 or Section 3.13(a), 115
(viii) reduce any percentage specified in the definition of Required Lenders, or
(ix) consent to the assignment or transfer by the Borrower or all or substantially all of the other Credit Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted hereby or thereby;
(b) without the consent of Lenders (other than Defaulting Lenders) holding in the aggregate at least a majority of the outstanding Tranche A Term Loans (and Participation Interests therein) and Lenders (other than Defaulting Lenders) holding in the aggregate at least a majority of the outstanding Tranche B Term Loans (and Participation Interests therein), Section 3.3(b)(vi) may not be amended, changed, waived, discharged or terminated so as to extend the time for or change the amount or the manner of application of proceeds of any mandatory prepayment required by Section 3.3(b)(ii), (iii), (iv) or (v) hereof;
(c) without the consent of the Agent, no amendmentprovision of Section 10 may be amended, waiver changed, waived, discharged or terminated;
(d) without the consent of the Issuing Lender, no provision of Section 2.2 may be amended, changed, waived, discharged or terminated and
(e) without the consent of the Swingline Lender, no provision of Section 2.3 may be amended. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (iy) Article XIII the Required Lenders shall determine whether or not to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be made without the written consent binding on all of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected therebyLenders.
Appears in 3 contracts
Samples: Credit Agreement (Michael Foods Inc /Mn), Credit Agreement (Mg Waldbaum Co), Credit Agreement (Mg Waldbaum Co)
Amendments, Waivers and Consents. Except as set forth below, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents (other than any Hedging Agreement, the terms and conditions of which may be amended, modified or waived by the parties thereto) may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit PartiesBorrowers; provided, in each case, that:
(a) that no amendment, waiver or consent shall shall: (i) release any of the Credit Parties, (iia) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of CreditCredit (including without limitation pursuant to Section 3.7 hereof), (iiib) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (ivc) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (vd) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vie) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (viif) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' Borrowers’ rights and obligations hereunder hereunder, (g) release any Guarantor, (h) consent to a replacement bank or agree to reduce the Aggregate Commitment in connection with the replacement of a Defaulting Lender under Section 4.6(d) hereof or (viiii) amend the provisions of this Section 14.11 13.13 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) Lender. In addition, no amendment, waiver or consent to the provisions of (ia) Article XIII hereof shall be made without the written consent of the Administrative Agent and (iib) Article III hereof without the written consent of each the Issuing Lender affected therebyLender.
Appears in 3 contracts
Samples: Credit Agreement (Urban Outfitters Inc), Credit Agreement (Urban Outfitters Inc), Credit Agreement (Urban Outfitters Inc)
Amendments, Waivers and Consents. Except as set forth below, No amendment or waiver of any term, covenant, agreement or condition provision of this Agreement or any of the other Loan Documents may Document, or consent to any departure by Borrower therefrom, shall in any event be amended effective unless the same shall be in writing and signed by Borrower and the Required Lenders (or waived by Agent at their instruction on their behalf) (with a copy of all amendments provided to the LendersAgent), and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, then such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, shall be effective only in the case of an amendment, signed by specific instance and for the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Partiesspecific purpose for which given; provided, in each casehowever, that:
(a) that no amendment, waiver or consent shall (i) release shall, unless in writing and signed by Borrower and all the Lenders, do any of the Credit Parties, following at any time:
(iia) increase change the amount number or extend the time percentage of the obligation of Lenders that shall be required for the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; andthem to take any action hereunder;
(b) amend the definition of “Required Lenders”, or “Pro Rata Share”;
(c) amend this Section 12.5;
(d) reduce the amount of principal of, or interest on, or the interest rate applicable to, the Loans or any fees or other amounts payable hereunder;
(e) postpone any date on which any payment of principal of, or interest on, the Loans or any fees or other amounts payable hereunder is required to be made;
(f) [reserved];
(g) release all or substantially all of the value of the guaranties made pursuant to the Guaranty and Security Agreement or any other Loan Document (except as expressly provided in the Loan Documents);
(h) release all or substantially all of the Collateral from the Liens of the Security Documents (except as expressly provided in the Loan Documents);
(i) prior to an Event of Default pursuant to Section 10.1(d), contractually subordinate any of Agent’s Liens on all or substantially all of the Collateral (except as expressly provided in the Loan Documents); or
(j) amend any of the provisions of Section 10.5; provided, that no amendment, waiver or consent to the provisions of shall, unless in writing and signed by
(i) Article XIII shall be made without a Lender, increase the written consent amount of or extend the Administrative Agent and expiration date of any Commitment of such Lender,
(ii) Article III without [reserved],
(iii) [reserved], and
(iv) Agent, in addition to the written consent Lenders required above, take any action that affects the rights or duties of each Issuing Lender affected therebyAgent under this Agreement or any other Loan Document.
Appears in 3 contracts
Samples: Term Loan Credit Agreement (Team Inc), Term Loan Credit Agreement (Team Inc), Term Loan Credit Agreement (Team Inc)
Amendments, Waivers and Consents. Except as set forth below, Neither this Credit Agreement nor any term, covenant, agreement or condition of this Agreement or other Credit Document nor any of the other Loan Documents terms hereof or thereof may be amended amended, changed, waived, discharged or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, terminated unless such amendment, waiver change, waiver, discharge or consent termination is in writing and signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, Borrowers; provided that no such amendment, waiver change, waiver, discharge or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each case, that:
(a) no amendment, waiver or consent termination shall (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and:
(a) extend the final maturity of any Loan or any portion thereof or postpone any other date fixed for any payment of principal (other than in accordance with Section 3.5(b));
(b) no reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;
(c) reduce or waive the principal amount of any Loan;
(d) change the Commitment of a Lender from the amount thereof in effect, other than pursuant to an assignment permitted under Sections 3.5 or 11.3(b) or any reduction of the Commitments by the Borrowers pursuant to Section 2.1(e) (it being understood that the making of incremental Commitments described in Section 2.7 shall require only the consent of those Lenders making such incremental Commitments);
(e) release either Borrower from its obligations, or release all or substantially all of the Guarantors from their obligations, under the Credit Documents; provided that the Administrative Agent may release a Guarantor in accordance with Section 8.5 or in accordance with Section 11.19;
(f) amend, modify or waive any provision of this Section 11.6 or Section 3.7, 3.8, or 9.1(a), or any provision of any Credit Document which, by its express terms, requires the consent, approval, agreement or satisfaction of all of the Lenders;
(g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
(h) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under (or in respect of) the Credit Documents other than any assignment or transfer by a Guarantor permitted under this Credit Agreement. If any amendment, waiver or consent with respect to the Credit Documents has been delivered in writing to a Lender by the Administrative Agent, and such amendment, waiver or consent requires only the approval of the Required Lenders to become effective, then such Lender shall have ten Business Days from the date of receipt of such amendment, waiver or consent to the provisions respond thereto. Failure of (i) Article XIII a Lender to timely respond to such amendment, waiver or consent shall be made deemed an approval by such Lender of such amendment, waiver or consent. No provision of Section 10 or any other provision that affects the rights and duties of the Administrative Agent may be amended or modified without the written consent of the Administrative Agent and (ii) Article III without Agent. Any increase in the written Committed Amount pursuant to Section 2.7 hereof, shall be effective only after obtaining the consent of each Issuing of the Lenders electing to increase its respective Commitment and no other consent by any Lender affected therebynot electing to increase its Commitment shall be required for any such increase in the Committed Amount. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. If, in connection with any proposed amendment, change, waiver, discharge or termination of this Credit Agreement as contemplated by this Section 11.6, the consent of the Required Lenders is obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrowers shall have the right to replace all, but not less than all, of such non-consenting Lender or Lenders (so long as all non-consenting Lenders are so replaced) with one or more Eligible Assignees identified by the Borrowers pursuant to Section 3.15 (as if each such non-consenting Lender had made a request referred to in Section 3.15) and Section 11.3 so long as at the time of such replacement each such new Lender consents to the proposed amendment, change, waiver, discharge or termination.
Appears in 3 contracts
Samples: Term Loan Agreement (Brandywine Operating Partnership, L.P.), Term Loan Agreement (Brandywine Operating Partnership, L.P.), Term Loan B Agreement (Brandywine Operating Partnership, L.P.)
Amendments, Waivers and Consents. Except as set forth below, any term, covenant, agreement or condition of Neither this Agreement or nor any other Senior Finance Document nor any of the other Loan Documents terms hereof or thereof may be amended amended, changed, waived, discharged or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent andterminated except, in the case of this Agreement pursuant to an amendmentagreement or agreements in writing entered into by Holdings, signed by the Credit Parties Borrower, and (b) the Required Lenders or, in the case of any other amendmentSenior Finance Document, waiver pursuant to an agreement or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is agreements in writing signed entered into by Holdings, the Required Agreement Lenders (or by Borrower, any other Credit Parties party thereto and the Administrative Agent and/or the Collateral Agent, as applicable, party thereto; provided that (i) the foregoing shall not restrict the ability of the Required Lenders to waive any Event of Default prior to the time the Administrative Agent shall have declared, or the Required Lenders shall have requested the Administrative Agent to declare, the Loans immediately due and payable pursuant to Article VIII and (ii) the Administrative Agent and the Borrower may, with the consent of the Required other, amend, modify or supplement this Agreement Lenders) and delivered any other Senior Finance Document to the Administrative Agent andcure any ambiguity, in the case of an typographical error, defect or inconsistency if such amendment, signed by modification or supplement does not adversely affect the Credit Partiesrights of any Agent, any Lender or any Issuing Lender; provided, in each casehowever, that:
(ai) no such amendment, change, waiver, discharge or termination shall, without the consent of each Lender directly affected thereby:
(A) extend the final maturity of any Loan or the time of payment of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, or extend or waive any Principal Amortization Payment or any portion thereof (it being understood that only Required Lenders are necessary to consent to the amendment or waiver or consent of any prepayment required under Section 2.09(b)); provided that this clause (A) shall (i) release any not restrict the ability of the Credit PartiesRequired Lenders to waive any Event of Default (other than an Event of Default the waiver of which would effectively result in any such extension or waiver), prior to the time the Administrative Agent shall have declared, or the Required Lenders shall have requested the Administrative Agent to declare, the Loans immediately due and payable pursuant to Article VIII;
(iiB) increase reduce the amount rate, or extend the time of payment, of interest on any Loan (other than as a result of waiving the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal applicability of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of post-default increase in interest rates) thereon or fees on any Revolving Credit Loan or Reimbursement Obligation, hereunder;
(ivC) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce waive the principal amount of any Revolving Credit Loan or Reimbursement Obligation, any LC Disbursement;
(viD) permit change the Commitment of a Lender from the amount thereof in effect (it being understood and agreed that a waiver of any subordination Default or Event of Default or a mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender);
(E) release all or substantially all of the principal Collateral securing the Senior Obligations hereunder (provided that the Collateral Agent may, without consent from any other Lender, release any Collateral that is sold or interest on any Revolving transferred by a Credit Loan Party in compliance with Section 7.05 or Reimbursement Obligationreleased in compliance with Section 9.01(b));
(F) release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Senior Finance Documents (provided that the Administrative Agent may, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) without the consent of any of the Credit Parties' rights and obligations hereunder other Lender, release any Guarantor that is sold or transferred in compliance with Section 7.05);
(viiiG) amend the provisions amend, modify or waive any provision of this Section 14.11 10.03, or reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and;
(bH) no amendment, waiver or consent to the provisions assignment or transfer by the Borrower or all or substantially all of the other Credit Parties of any of its or their rights and obligations under (ior in respect of) the Senior Finance Documents, except as permitted thereby; or
(I) amend the priority of distributions to made pursuant to Section 8.03 (a);
(ii) no provision of Article XIII shall IX may be made amended without the written consent of the Administrative Agent and (ii) Article III the Collateral Agent, no provision of Section 2.05 may be amended without the written consent of each Issuing Lender affected therebyand no provision of Section 2.01(c) may be amended without the consent of the Swingline Lender. Notwithstanding the above, the right to deliver a Senior Default Notice (as defined in the Subordination Agreement and a notice of an Extension Period as defined in the Junior Debentures Indenture and the equivalent of a payment blockage notice under any other Subordinated Debt), shall reside solely with the Administrative Agent, and the Administrative Agent shall deliver such notice, only upon the direction of the Required Lenders. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (i) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein and (ii) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. The various requirements of this Section 10.03 are cumulative. Each Lender and each holder of a Note shall be bound by any waiver, amendment or modification authorized by this Section 10.03 regardless of whether its Note shall have been marked to make reference therein, and any consent by any Lender or holder of a Note pursuant to this Section 10.03 shall bind any Person subsequently acquiring a Note from it, whether or not such Note shall have been so marked.
Appears in 3 contracts
Samples: Credit Agreement (Hillman Companies Inc), Credit Agreement (Hillman Companies Inc), Credit Agreement (Hillman Companies Inc)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall:
(a) without the prior written consent of the Required Revolving Credit Parties and Lenders, amend, modify or waive (bi) Section 6.2 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Credit Lenders (pursuant to, in the case of any such amendment to a provision hereof other amendmentthan Section 6.2, waiver any substantially concurrent request by the Borrower for a borrowing of Revolving Credit Loans) to make Revolving Credit Loans when such Revolving Credit Lenders would not otherwise be required to do so, (ii) the amount of the Swingline Commitment or (iii) the amount of the L/C Commitment;
(b) without the prior written consent specifically impacting only of the Required Delayed Draw Lenders, amend, modify or waive Section 6.2, Section 6.3 or Section 6.4 or any other provision of this Agreement and if the other Loan Documents, effect of such amendment, modification or waiver is to require the Delayed Draw Lenders (pursuant to, in the case of any such amendment to a provision hereof other than Section 6.2, Section 6.3 or consent is in writing signed Section 6.4, any substantially concurrent request by the Required Borrower for a borrowing of the Delayed Draw Term Loan or release of funds from the Escrow Account) to make Delayed Draw Term Loans, or for the release funds from the Escrow Account, when such Delayed Draw Lenders would not otherwise be required to do so;
(c) extend or increase the Revolving Credit Commitment of any Revolving Credit Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender without the written consent of such Revolving Credit Lender;
(d) waive, extend or postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or by any of them) hereunder or under any other Loan Document without the Administrative Agent with written consent of each Lender directly affected thereby;
(e) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided that only the consent of the Required Agreement Lenders shall be necessary (i) to waive any obligation of the Borrower to pay interest at the rate set forth in Section 5.1(c) during the continuance of an Event of Default, or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder;
(f) (i) change Section 5.4 or Section 12.4 in a manner that would alter the pro rata sharing of payments required thereby or (ii) change Section 12.4 in a manner that would alter the order in which payments and proceeds received by the Lenders are applied to repay the Obligations, in either case without the written consent of each Lender directly affected thereby;
(g) change any provision of this Section or the definition of “Required Lenders” or “Required Revolving Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
(h) and delivered consent to the Administrative Agent and, in the case assignment or transfer by any Credit Party of an amendment, signed by the such Credit Parties; providedParty’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 11.4), in each case, that:without the written consent of each Lender;
(ai) release (i) all of the Subsidiary Guarantors or (ii) Subsidiary Guarantors comprising substantially all of the credit support for the Secured Obligations, in any case, from any Guaranty Agreement (other than as authorized in Section 13.9), without the written consent of each Lender; or
(j) release all or substantially all of the Collateral or release any Security Document (other than as authorized in Section 13.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent shall (i) release any shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Issuing Lender under this Agreement or any Letter of Credit Parties, Application relating to any Letter of Credit issued or to be issued by it; (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the provisions Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iiii) Article XIII no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; (v) 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 Class (but not the Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time; and (vi) the Administrative Agent and the Borrower shall be made permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender. In addition, notwithstanding anything to the contrary contained herein, each Lender hereby authorizes the Administrative Agent on its behalf, and without its further consent, to enter into amendments to this Agreement (including, without limitation, amendments to this Section 14.2) and the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent may reasonably deem appropriate in order to effectuate any increase in the Revolving Credit Commitment pursuant to Section 2.7 or any Incremental Term Loans pursuant to Section 2.8, including, without limitation, amendments to permit such increases in the Revolving Credit Commitment and any Incremental Term Loans to share ratably in the benefits of this Agreement and the other Loan Documents and to include appropriately any Lenders under such increases in the Revolving Credit Commitment and any Incremental Term Loans in any determination of Required Lenders; provided that no such amendment shall adversely affect in any material respect the rights of any Lender, in each case, without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected therebysuch Lender.
Appears in 3 contracts
Samples: Credit Agreement (Aci Worldwide, Inc.), Credit Agreement (Aci Worldwide, Inc.), Credit Agreement (Aci Worldwide, Inc.)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided that no amendment, waiver or consent shall:
(a) without the prior written consent of the Required Revolving Credit Parties and Lenders, amend, modify or waive (bi) Section 6.2 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Credit Lenders (pursuant to, in the case of any such amendment to a provision hereof other amendmentthan Section 6.2, waiver any substantially concurrent request by the Borrower for a borrowing of Revolving Credit Loans) to make Revolving Credit Loans when such Revolving Credit Lenders would not otherwise be required to do so, (ii) the amount of the Swingline Commitment or (iii) the amount of the L/C Sublimit;
(b) increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 10.2) or the amount of Loans of any Lender, in any case, without the written consent specifically impacting only of such Lender;
(c) waive, extend or postpone any date fixed by this Agreement and the or any other Loan Documents, such amendment, Document for any payment (it being understood that a waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with of a mandatory prepayment under Section 4.4(b) shall only require the consent of the Required Agreement Lenders) and delivered of principal, interest, fees or other amounts due to the Administrative Agent andLenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the proviso set forth in the paragraph below) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that (A) only the consent of the Required Lenders shall be necessary (i) to waive any obligation of the Borrower to pay interest at the rate set forth in Section 5.1(b) during the continuance of an Event of Default or (ii) to waive any Default or Event of Default and (B) only the consent of the Required Revolving Credit Lenders shall be necessary to amend the financial covenant set forth in Section 9.15 (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder;
(e) except as otherwise permitted by Section 5.13 or 5.16, change Section 5.6 or Section 10.4 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby;
(f) change Section 4.4(b)(v) in a manner that would alter the order of application of amounts prepaid pursuant thereto without the written consent of each Lender directly and adversely affected thereby;
(g) except as otherwise permitted by Section 5.13, Section 5.16 or this Section 12.2, change any provision of this Section or reduce the percentages specified in the definitions of “Required Lenders,” or “Required Revolving Credit Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;
(h) release (i) all of the Subsidiary Guarantors or (ii) Subsidiary Guarantors comprising substantially all of the credit support for the Secured Obligations, in the case of an amendment, signed by the Credit Parties; provided, in each any case, that:from the Subsidiary Guaranty Agreement (other than as authorized in Section 11.9), without the written consent of each Lender; or
(ai) release all or substantially all of the Collateral (other than as authorized in Section 11.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent shall (i) release shall, unless in writing and signed by each affected Issuing Lender in addition to the Lenders required above, affect the rights or duties of such Issuing Lender under this Agreement or any Letter of the Credit Parties, Application relating to any Letter of Credit issued or to be issued by it; (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the provisions Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iiii) Article XIII no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (v) each Letter of Credit Application may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; provided that a copy of such amended Letter of Credit Application shall be made promptly delivered to the Administrative Agent upon such amendment or waiver, (vi) 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 Class (but not the Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time, (vii) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders to the Administrative Agent within five Business Days following receipt of notice thereof) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a purely technical or immaterial nature in any such provision, (viii) any waiver, amendment, supplement or other modification with respect to Section 9.15 (or any defined term used therein solely affecting the calculation or formulation of the financial covenants set forth therein) and any waiver of an Event of Default arising solely from a default in the observance or performance of a financial covenant set forth in Section 9.15 shall require the written consent solely of the Borrower and the Required Revolving Credit Lenders and (ix) the Administrative Agent and the Borrower may, without the consent of any Lender, enter into amendments or modifications to this Agreement or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Benchmark Replacement or any Benchmark Replacement Conforming Changes or otherwise effectuate the terms of Section 5.8(c) in accordance with the terms of Section 5.8(c). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Credit Commitment of such Lender may not be increased or extended without the consent of such Lender. Notwithstanding anything in this Agreement to the contrary each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent, to enter into amendments or modifications to this Agreement (including amendments to this Section 12.2) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Section 5.13 and Section 5.16; provided that no amendment or modification shall result in any increase in the amount of any Lender’s Commitment or any increase in any Lender’s Commitment Percentage, in each case, without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender such affected therebyLender.
Appears in 3 contracts
Samples: Credit Agreement (SYNAPTICS Inc), Credit Agreement (SYNAPTICS Inc), First Amendment and Lender Joinder Agreement (SYNAPTICS Inc)
Amendments, Waivers and Consents. Except as set forth belowotherwise expressly provided in this Credit Agreement, neither this Credit Agreement nor any term, covenant, agreement or condition of this Agreement or other Credit Document nor any of the other Loan Documents terms hereof or thereof may be amended amended, changed, waived, discharged or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, terminated unless such amendment, waiver change, waiver, discharge or consent termination is in writing signed by the Borrowers and the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders), and acknowledged by the Administrative Agent, provided that no such amendment, change, waiver, discharge or termination shall:
(a) and delivered unless also consented to by each Lender directly affected thereby, (i) extend or increase the Commitment of any Lender (it being understood that the amendment or waiver of an Event of Default, a mandatory reduction or a mandatory prepayment shall not constitute an increase or extension of Commitments), (ii) waive non-payment or postpone any date fixed by this Credit Agreement or any other Credit Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to any Lender, (iii) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder (other than the Agent’s Fee Letter, which may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto) or under any other Credit Document (provided that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest at the Default Rate or (B) to amend any financial covenant hereunder even if the effect of such amendment would be to reduce the rate of interest on any Loan or LOC Borrowing or to reduce any fee payable hereunder), (iv) change Section 3.11 or 3.12 in any manner that would alter pro rata sharing, (v) change any provision of this Section 11.6(a) or the definition of “Required Lenders” or “Required Revolving Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, (vi) release all or substantially all of the collateral securing the Obligations or all or substantially all of the Guarantors (other than as provided herein or as appropriate in connection with transactions permitted hereunder) or (vii) release either of the Borrowers or consent to the Administrative Agent andassignment or transfer by either Borrower of its rights and obligations under any Credit Document;
(b) prior to the termination in full of the Revolving Commitments, unless also signed by the Required Revolving Lenders, (i) waive any Default or Event of Default for purposes of Section 5.2(d) with respect to the making, converting or extending of a Revolving Loan, (ii) amend, change, waive, discharge or terminate Sections 5.2 or 9.1 in a manner adverse to the case Revolving Lenders (it being understood and agreed that any amendment or waiver of, or any consent with respect to, any provision of this Credit Agreement (other than any amendment, change, waiver discharge, or termination expressly relating to Section 5.2) or any other Credit Document, including any amendment of any affirmative covenant or any negative covenant set forth herein or in any other Credit Document, shall not be deemed to be an amendment, signed change, waiver, discharge or termination with respect to Section 5.2) or (iii) amend, change, waive, discharge or terminate this clause (b);
(c) unless also consented to by the Credit Parties and (b) in the case of any other amendmentIssuing Lender, waiver or consent specifically impacting only this Agreement and the other Loan Documents, no such amendment, waiver or consent is in writing signed shall directly affect the rights or duties of the Issuing Lender under this Credit Agreement or any LOC Documents relating to any Letter of Credit issued or to be issued by it;
(d) unless also consented to by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent andSwingline Lender, in the case of an amendment, signed by the Credit Parties; provided, in each case, that:
(a) no such amendment, waiver or consent shall (i) release any directly affect the rights or duties of the Swingline Lender under this Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(be) unless also consented to by the Administrative Agent, no such amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Credit Agreement or any other Credit Document; provided however, that notwithstanding anything to the contrary contained herein, (i) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (ii) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (iii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy or insolvency reorganization plan that affects the Loans, (iv) each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein, and (iv) Article XIII the Required Lenders may consent to allow a Credit Party to use Cash Collateral in the context of a bankruptcy or insolvency proceeding. Notwithstanding the above, the right to deliver a “payment blockage notice” (such term or any other similar term as used in the definitive documentation for any Permitted Junior Indebtedness (including, without limitation, any Permitted Subordinated Debt Indenture)) shall, in each case, reside solely with the Administrative Agent and the Administrative Agent shall deliver such “payment blockage notice” only upon the direction of the Required Lenders. Notwithstanding any provision herein to the contrary, this Credit Agreement may be made without amended with the written consent of the Required Lenders, the Administrative Agent and the Borrowers (i) to add one or more additional revolving credit or term loan facilities to this Credit Agreement, in each case subject to the limitations in Section 2.6, and to permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Credit Agreement and the other Credit Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) Article III in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders or by any other number, percentage or class of Lenders hereunder. Notwithstanding any provision herein to the contrary (w) the Administrative Agent and the Borrowers may amend, modify or supplement this Credit Agreement or any other Credit Document to cure or correct administrative errors or omissions, any ambiguity, omission, defect or inconsistency or to effect administrative changes, and such amendment shall become effective without the written any further consent of any other party to such Credit Document so long as (i) such amendment, modification or supplement does not adversely affect the rights of any Lender or other holder of Obligations in any material respect and (ii) the Lenders shall have received at least five (5) Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five (5) Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment, (x) as to any amendment, amendment and restatement or other modifications otherwise approved in accordance with this Section 11.6, it shall not be necessary to obtain the consent or approval of any Lender that, upon giving effect to such amendment, amendment and restatement or other modification, would have no Commitment or outstanding Loans so long as such Lender receives payment in full of the principal of and interest accrued on each Issuing Loan made by, and all other amounts owing to, such Lender affected therebyor accrued for the account of such Lender under this Credit Agreement and the other Credit Documents at the time such amendment, amendment and restatement or other modification becomes effective, (y) the Administrative Agent and the Borrowers may make amendments contemplated by Section 2.6 and 3.8 and (z) in order to implement any Refinancing Indebtedness, this Credit Agreement may be amended pursuant to a Refinancing Amendment in accordance with Section 2.9.
Appears in 2 contracts
Samples: Credit Agreement (Speedway Motorsports LLC), Credit Agreement (Speedway Motorsports Inc)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year U.S. Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties Borrower; and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit PartiesBorrower; provided, in each case, that:
(a) that no amendment, waiver or consent shall (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; andshall:
(ba) no amendment, waiver or consent to the provisions of (i) Article XIII shall be made without the written consent of the Administrative Agent and (ii) Article III waive any condition set forth in Section 5.2 without the written consent of each Issuing Lender directly affected thereby.;
(b) (i) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender without the written consent of such Lender or (ii) increase the aggregate Commitments of all Lenders to an aggregate principal amount in excess of $165,000,000 without the consent of the U.S. Required Agreement Lenders;
Appears in 2 contracts
Samples: Credit Agreement (AbitibiBowater Inc.), Credit Agreement (Bowater Inc)
Amendments, Waivers and Consents. Except as set forth below, Neither this Credit Agreement nor any term, covenant, agreement or condition of this Agreement or other Credit Document nor any of the other Loan Documents terms hereof or thereof may be amended amended, changed, waived, discharged or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, terminated unless such amendment, waiver change, waiver, discharge or consent termination is in writing signed by entered into by, or approved in writing by, each of the Required Lenders (or by the Administrative Agent with the consent of Credit Parties party thereto and the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each casehowever, that:
(a) no amendment, waiver or consent shall (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby, neither this Credit Agreement nor any other Credit Document may be amended, changed, waived, discharged or terminated so as to
(i) extend the maturity of any Commitment or the final maturity of any Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, or extend or waive any Principal Amortization Payment of any Loan, or any portion thereof,
(ii) reduce the rate or extend the time of payment of interest on any Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit (other than as a result of waiving the applicability of any post-default increase in interest rates) or of any Fees,
(iii) reduce or waive the principal amount of any Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(iv) increase the Revolving Commitment, Delayed-Draw Term Loan Commitment or Tranche B Term Loan Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.2 or of any Default or Event of Default or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender),
(v) except as the result of or in connection with an Asset Disposition not prohibited by Section 8.5, release all or substantially all of the Collateral,
(vi) except as the result of or in connection with a dissolution, merger or disposition of a Consolidated Party not prohibited by Section 8.4 or Section 8.5, release the Borrower or any other material Credit Party from its obligations under the Credit Documents,
(vii) amend, modify or waive any provision of Section 3.13, Section 3.15(b) or this Section 11.6(a),
(viii) reduce any percentage specified in the definition of Required Lenders,
(ix) agree to subordinate, in favor of any Person, any of the Credit Party Obligations or any claims in respect thereof; or
(x) consent to the assignment or transfer by the Borrower or any other material Credit Party of any of its rights and obligations under (or in respect of) the Credit Documents except as permitted thereby;
(b) without the consent of the Required Revolving Lenders, no Default or Event of Default may be waived for purposes of Section 5.2(d) in respect of any proposed Revolving Loan borrowing or Letter of Credit issuance or extension;
(c) without the consent of the Required Unfunded Delayed-Draw Term Lenders, no Default or Event of Default may be waived for purposes of Section 5.2(d) in respect of any proposed Delayed-Draw Term Loan borrowing;
(d) without the consent of the Required Revolving Lenders and, prior to the Delayed-Draw Term Loan Commitment Termination Date, the Required Unfunded Delayed-Draw Term Lenders, no amendment, change, waiver, discharge or termination of Section 5.2, Section 7.9, Section 7.10, Section 7.11, Section 8 or this Section 11.6(d) shall be effective;
(e) without the consent of the Administrative Agent, no provision of Section 10 or this Section 11.6(e) may be amended, changed, waived, discharged or terminated;
(f) without the consent of the Issuing Lender, (i) no provision of Section 2.2, Section 3.5(b)(iii) or this Section 11.6(f) may be amended, changed, waived, discharged or terminated in a manner that is adverse to the Issuing Lender and (ii) the terms of the LOC Commitment may not be changed;
(g) without the consent of the Fronting Bank, (ii) no provision of Section 2.3 or this Section 11.6(g) may be amended, changed, waived, discharged or terminated in a manner that is adverse to the Fronting Bank and (ii) the terms of the Fronting Commitment may not be changed;
(h) only Lenders holding (i) Revolving Commitments (and/or Participation Interests therein) or (ii) if the Revolving Commitments have been terminated, Revolving Loans and/or LOC Obligations (and/or Participation Interests in the Revolving Loans and LOC Obligations (including the Participation Interests of the Issuing Lender in any Letters of Credit)), shall be entitled, subject to Section 11.6(a) and Section 11.6(f), to approve any amendment, change, waiver, discharge or termination of Section 2.1, Section 2.2, Section 3.3(b)(i), Section 3.4(a)(i) or (e), Section 3.5(a)(i), (b)(i) or (b)(ii), or Section 11.6(b) or (h), and no such amendment, change, waiver, discharge or termination shall be effective unless such amendment, change, waiver, discharge or termination is in writing entered into by, or approved in writing by, each of the Credit Parties party thereto and the Required Revolving Lenders; provided, however, that no amendment, change, waiver, discharge or termination pursuant to this Section 11.6(h) that would increase the Revolving Committed Amount shall be effective unless such amendment, change, waiver, discharge or termination has been approved by the Required Lenders;
(i) only Lenders holding unfunded Delayed-Draw Term Loan Commitments (and/or Participation Interests therein) and outstanding Delayed-Draw Term Loans (and Participation Interests therein) shall be entitled, subject to Section 11.6(a) and Section 11.6(g), to approve any amendment, change, waiver, discharge or termination of Section 2.3 or this Section 11.6(i), and no such amendment, change, waiver, discharge or termination shall be effective unless such amendment, change, waiver, discharge or 118 termination is in writing entered into by, or approved in writing by, each of the Credit Parties party thereto and the Required Delayed-Draw Term Lenders; provided, however, that no amendment, change, waiver, discharge or termination pursuant to this Section 11.6(i) that would increase the Delayed-Draw Term Loan Committed Amount shall be effective unless such amendment, change, waiver, discharge or termination has been approved by the Required Lenders;
(j) only Lenders holding a portion of the Tranche B Term Loan (and/or Participation Interests therein) shall be entitled, subject to Section 11.6(a), to approve any amendment, change, waiver, discharge or termination of Section 2.4 or this Section 11.6(j), and no such amendment, change, waiver, discharge or termination shall be effective unless such amendment, change, waiver, discharge or termination is in writing entered into by, or approved in writing by, each of the Credit Parties party thereto and the Required Tranche B Term Lenders; provided, however, that no amendment, change, waiver, discharge or termination pursuant to this Section 11.6(j) that would increase the Tranche B Term Loan Committed Amount shall be effective unless such amendment, change, waiver, discharge or termination has been approved by the Required Lenders;
(k) only Lenders holding unfunded Delayed-Draw Term Loan Commitments (and/or Participation Interests therein) shall be entitled, subject to Section 11.6(a) and Section 11.6(g), to approve any amendment, change, waiver, discharge or termination of Section 11.6(c) or (k), and no such amendment, change, waiver, discharge or termination shall be effective unless such amendment, change, waiver, discharge or termination is in writing entered into by, or approved in writing by, each of the Credit Parties party thereto and the Required Unfunded Delayed-Draw Term Lenders;
(l) only Lenders holding (i) Revolving Commitments (and/or Participation Interests therein) or (if the Revolving Commitments have been terminated) Revolving Loans and/or LOC Obligations (and/or Participation Interests in the Revolving Loans and LOC Obligations (including the Participation Interests of the Issuing Lender in any Letters of Credit)) and/or (ii) unfunded Delayed-Draw Term Loan Commitments (and/or Participation Interests therein), shall be entitled, subject to Section 11.6(a), to approve any amendment, change, waiver, discharge or termination of Section 11.6(d) or (l), and no such amendment, change, waiver, discharge or termination shall be effective unless such amendment, change, waiver, discharge or termination is in writing entered into by, or approved in writing by, each of the Credit Parties party thereto, the Required Revolving Lenders and the Required Unfunded Delayed-Draw Term Lenders; and
(bm) only Lenders holding (i) unfunded Delayed-Draw Term Loan Commitments (and/or Participation Interests therein), (ii) a portion of the Delayed-Draw Term Loans (and Participation Interests therein) and/or (iii) a portion of the Tranche B Term Loan (and/or Participation Interests therein), shall be entitled, subject to Section 11.6(a), to approve any amendment, change, waiver, discharge or termination of Section 3.3(b)(ii), (iii), (iv), (v), or (vi) or of this Section 11.6(m), and no such amendment, change, waiver, discharge or termination shall be effective unless such amendment, change, waiver, discharge or termination is in writing entered into by, or approved in writing by, each of the Credit Parties party thereto, the Required Unfunded Delayed-Draw Term Lenders and the Required Tranche B Term Lenders; and
(n) no amendment, waiver change, waiver, discharge or termination of Section 3.3(b)(vii) shall be effective unless such amendment, change, waiver, discharge or termination is in writing entered into by, or approved in writing by, each of the Credit Parties party thereto, the Required Revolving Lenders, the Required Delayed-Draw Term Lenders and the Required Tranche B Term Lenders. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (iy) Article XIII the Required Lenders shall determine whether or not to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be made without the written consent binding on all of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected therebyLenders.
Appears in 2 contracts
Samples: Credit Agreement (Signal Medical Services), Credit Agreement (Jw Childs Equity Partners Ii Lp)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and Borrower; provided, that no amendment, waiver or consent shall:
(ba) without the prior written consent of the Required Lenders, amend, modify or waive (i) Section 5.2 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Lenders (pursuant to, in the case of any such amendment to a provision hereof other amendmentthan Section 5.2, waiver any substantially concurrent request by the Borrower for a borrowing of Term Loans) to make Term Loans when such Lenders would not otherwise be required to do so;
(b) increase the Term Loan Commitment of any Lender (or reinstate any Term Loan Commitment terminated pursuant to Section 9.2) or the amount of Loans of any Lender, in any case, without the written consent specifically impacting only of such Lender;
(c) waive, extend or postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment of principal, such amendmentinterest, waiver fees or consent is in writing signed by other amounts due to the Required Agreement Lenders (or by any of them) or any scheduled or mandatory prepayment of the Administrative Agent with Term Loans hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Agreement Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the rate set forth in Section 4.1(c) during the continuance of an Event of Default;
(e) change Section 4.6 or Section 9.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby;
(f) except as otherwise permitted by this Section 11.2 change any provision of this Section or reduce the percentages specified in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; or
(g) and delivered consent to the Administrative Agent and, in the case assignment or transfer by any Credit Party of an amendment, signed by the such Credit Parties; providedParty’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 9.4), in each case, that:without the written consent of each Lender; or
(ah) release the Parent, from any Guaranty Agreement (other than as authorized in Section 10.9), without the written consent of each Lender. provided further, that (i) no amendment, waiver or consent shall (i) release any shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Credit Parties, Administrative Agent under this Agreement or any other Loan Document; (ii) increase the amount Fee Letters may be amended, or extend rights or privileges thereunder waived, in a writing executed only by the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Creditparties thereto, and (iii) extend the originally scheduled time or times of payment Administrative Agent and the Borrower shall be permitted to amend any provision of the principal Loan Documents (and such amendment shall become effective without any further action or consent of any Revolving Credit other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or Reimbursement Obligation any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the time contrary herein, no Defaulting Lender shall have any right to approve or times of payment of interest or fees on disapprove any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent hereunder, except that the Term Loan Commitment of such Lender may not be increased or extended, the amounts owed to such Lender decreased (unless otherwise provided herein) or the payment date of any outstanding amounts owing to it extended without the consent of such Lender, and any amendment of this sentence shall require the consent of all Lenders, including any Defaulting Lenders. Notwithstanding anything in this Agreement to the provisions contrary, each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent, to enter into amendments or modifications to this Agreement (including, without limitation, amendments to this Section 11.2) or any of (i) Article XIII the other Loan Documents; provided that no amendment or modification shall be made result in any increase in the amount of any Lender’s Term Loan Commitment or any increase in any Lender’s Term Loan Percentage, in each case, without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender such affected therebyLender.
Appears in 2 contracts
Samples: Term Loan Agreement (DCP Midstream Partners, LP), Term Loan Agreement (DCP Midstream Partners, LP)
Amendments, Waivers and Consents. Except as set forth below, Neither this Credit Agreement nor any term, covenant, agreement or condition of this Agreement or other Credit Document nor any of the other Loan Documents terms hereof or thereof may be amended amended, changed, waived, discharged or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, terminated unless such amendment, waiver change, waiver, discharge or consent termination is in writing signed by entered into by, or approved in writing by, the Required Lenders (and the Borrower nor may Collateral be released except as specifically provided herein or by in the Administrative Agent Security Documents or in accordance with the consent provisions of the Required Lenders) and delivered to the Administrative Agent andthis Section, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each casehowever, that:
(a) no amendment, waiver or consent shall (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby, neither this Credit Agreement nor any other Credit Document may be amended to
(i) extend the final maturity of any Loan, or any portion thereof, or extend the final maturity of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees hereunder,
(iii) reduce or waive the principal amount of any Loan, or any portion thereof, or reduce or waive the principal amount of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender),
(v) release the Borrower or, except as the result of or in connection with a dissolution, merger or disposition of a Credit Party permitted under Section 8.4, release any Credit Party or all or substantially all of the other Guarantors from its or their obligations under the Credit Documents,
(vi) release all or substantially all of the value of the Collateral without the written consent of all of the Lenders; provided that the Administrative Agent may release any Collateral permitted to be released pursuant to the terms of this Agreement or the Security Documents,
(vii) amend, modify or waive any provision of this Section 11.6 or Section 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 9.1(a), 11.2, 11.3, 11.5 or 11.9,
(viii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or
(ix) consent to the assignment or transfer by the Borrower, any Credit Party or all or substantially all of the other Guarantors of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby; or
(x) subordinate any of the Obligations to any other Indebtedness of the Borrower or its Subsidiaries;
(b) without the consent of the Administrative Agent, no provision of Section 10 may be amended; and
(bc) without the consent of the Issuing Lender, no provision of Section 2.1(b), 2.2(a)(ii) or 2.6 may be amended. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent to hereunder (and any amendment, waiver or consent which by its terms requires the provisions consent of (i) Article XIII shall all Lenders or each affected Lender may be made without effected with the written consent of the Administrative Agent applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (iiy) Article III without any waiver, amendment or modification requiring the written consent of all Lenders or each Issuing affected Lender that by its terms affects any Defaulting Lender more adversely than other affected therebyLenders shall require the consent of such Defaulting Lender.
Appears in 2 contracts
Samples: Credit Agreement (Cree Inc), Credit Agreement (Cree Inc)
Amendments, Waivers and Consents. Except as set forth below, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Requisite Lenders (or by the Administrative Agent with the consent of the Required Requisite Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit PartiesBorrowers; provided, in that without the prior written consent of each case, that:
(a) Lender no amendment, waiver or consent shall shall: (i) release any increase the Facility Amount, the Revolving Sublimit or the Letter of the Credit PartiesSublimit, (ii) increase postpone the amount Maturity Date or extend change the time date on which any monthly payment of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, interest is due; (iii) extend reduce the originally scheduled time or times of payment of the principal of Interest Rate payable on any Revolving Credit Loan or Reimbursement Obligation Letter of Credit Advance, or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, Fee; (iv) reduce amend the rate “Advance Rate” percentage set forth in the chart that is part of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, Section 3.3; (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' Borrowers’ rights and obligations hereunder hereunder; (vi) release Guarantor; (vii) release any Collateral or consent to the transfer, pledge, mortgage or assignment of any Collateral, other than as specifically provided in this Agreement; or (viii) amend the provisions of this Section 14.11 or 11.10, the definition of Required Requisite Lenders or Required any other provision of this Agreement Lendersspecifying the number or percentage of Lenders required to (a) amend, without the prior written consent waive or otherwise modify any rights of each Lender affected thereby; and
Lenders hereunder, (b) make any determination that is to be made by Lenders or (c) grant any consent that is required to be obtained from Lenders. In addition, no amendment, amendment or waiver or consent to of the provisions of (i) this Article XIII XI shall be made without the written consent of the Administrative Agent and (ii) Article III no Lender’s Commitment may be increased without the written consent of each Issuing Lender affected therebysuch Lender’s consent.
Appears in 2 contracts
Samples: Revolving Credit Loan Agreement (Orleans Homebuilders Inc), Revolving Credit Loan Agreement (Orleans Homebuilders Inc)
Amendments, Waivers and Consents. Except as set forth belowNeither this Credit Agreement nor any other Credit Document nor any of the 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 Borrowers and the Required Lenders, provided that no such amendment, change, waiver, discharge or termination shall:
(a) unless also consented to by each Lender directly affected thereby, (i) extend or increase the Commitment of any termLender (it being understood that the amendment or waiver of an Event of Default, covenanta mandatory reduction or a mandatory prepayment shall not constitute an increase or extension of Commitments), agreement (ii) waive non-payment or condition of postpone any date fixed by this Credit Agreement or any other Credit Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to any Lender, (iii) reduce the principal of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder (other than the Agent’s Fee Letter, which may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto) or under any other Credit Document (provided that only the consent of the Required Lenders shall be necessary (A) to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest at the Default Rate or (B) to amend any financial covenant hereunder even if the effect of such amendment would be to reduce the rate of interest on any Loan or LOC Borrowing or to reduce any fee payable hereunder), (iv) change Section 3.12 or 3.13 in any manner that would alter pro rata sharing, (v) change any provision of this Section 11.6(a) or the definition of “Required Lenders” or any other Loan Documents may be amended provision hereof specifying the number or waived percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, (vi) release all or substantially all of the collateral securing the Obligations or all or substantially all of the Guarantors (other than as provided herein or as appropriate in connection with transactions permitted hereunder); or (vii) release either of the Borrowers or consent to the assignment or transfer by either Borrower of its rights and obligations under any Credit Document;
(b) unless also consented to by the LendersIssuing Lender, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, no such amendment, waiver or consent is in writing signed shall directly affect the rights or duties of the Issuing Lender under this Credit Agreement or any Letter of Credit Documents relating to any Letter of Credit issued or to be issued by it;
(c) unless also consented to by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent andSwingline Lender, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, no such amendment, waiver or consent is in writing signed by shall directly affect the Required Agreement Lenders rights or duties of the Swingline Lender under this Credit Agreement; and
(or d) unless also consented to by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent andAgent, in the case of an amendment, signed by the Credit Parties; provided, in each case, that:
(a) no such amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Credit Agreement or any other Credit Document; provided however, that notwithstanding anything to the contrary contained herein, (i) release any of the Credit PartiesAgent’s Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (ii) increase the amount no Defaulting Lender shall have any right to approve or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of disapprove any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender, (ii) each Lender is entitled to vote as such Lender sees fit on any bankruptcy or insolvency reorganization plan that affects the Loans, (iii) each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein, and (iiv) Article XIII the Required Lenders may consent to allow a Credit Party to use Cash Collateral in the context of a bankruptcy or insolvency proceeding. Notwithstanding the above, the right to deliver a “Payment Blockage Notice” (as such term is defined in any Additional Subordinated Debt Indenture, as applicable) or any “payment blockage notice” (such term or any other similar term as used in any Additional Subordinated Debt Indenture) shall, in each case, reside solely with the Administrative Agent and the Administrative Agent shall deliver such Payment Blockage Notice or any such “payment blockage notice”, as applicable, only upon the direction of the Required Lenders. Notwithstanding any provision herein to the contrary, this Credit Agreement may be made without amended with the written consent of the Required Lenders, the Administrative Agent and the Borrowers (i) to add one or more additional revolving credit or term loan facilities to this Credit Agreement, in each case subject to the limitations in Section 2.6, and to permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Credit Agreement and the other Credit Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) Article III without in connection with the written consent foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders or by any other number, percentage or class of each Issuing Lender affected therebyLenders hereunder.
Appears in 2 contracts
Samples: Credit Agreement (Speedway Motorsports Inc), Credit Agreement (Speedway Motorsports Inc)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other Borrower; provided, that no amendment, waiver or consent specifically impacting only shall:
(a) (i) waive any condition precedent to any Extension of Credit under the Revolving Credit Facility set forth in Section 5.2 or (ii) amend or otherwise modify Section 5.2, if the effect of such amendment or modification is to require the Revolving Credit Lenders to make Revolving Credit Loans (pursuant to a substantially concurrent request by the Borrower) when such Revolving Credit Lenders would not otherwise be required to do so, in each case, without the written consent of the Required Revolving Credit Lenders;
(b) increase the Revolving Credit Commitment of any Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 11.2) or the amount of Loans of any Lender without the written consent of such Lender;
(c) postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment of principal, such amendmentinterest, waiver fees or consent is in writing signed by other amounts due to the Required Agreement Lenders (or by any of them) hereunder or under any other Loan Document without the Administrative Agent with written consent of each Lender directly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided that only the consent of the Required Agreement Lenders shall be necessary (i) to waive any obligation of the Borrower to pay interest at the rate set forth in Section 4.1(c) during the continuance of an Event of Default, or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder;
(e) change Section 4.4 or Section 11.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby;
(f) change any provision of this Section or reduce the percentages specified in the definition of “Required Lenders”, “Required Revolving Credit Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;
(g) and delivered to release all of the Administrative Agent andSubsidiary Guarantors or release Subsidiary Guarantors comprising substantially all of the credit support for the Obligations, in the case of an amendment, signed by the Credit Parties; provided, in each either case, that:from the Subsidiary Guaranty Agreement (other than as authorized in Section 12.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document), without the written consent of each Lender; or
(ah) release or subordinate all or a material portion of the Collateral or release any Security Document (other than as authorized in Section 12.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent shall (i) release shall, unless in writing and signed by the applicable Issuing Lender in addition to the Lenders required above, affect the rights or duties of such Issuing Lender under this Agreement or any Letter of the Credit Parties, Application relating to any Letter of Credit issued or to be issued by it; (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the provisions Lenders required above, affect the rights or duties of the Swingline Lender as such under this Agreement; (iiii) Article XIII no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights, duties, obligations or responsibilities of the Administrative Agent as such under this Agreement or any other Loan Document; (iv) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (v) the Administrative Agent and the Borrower shall be made permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Credit Commitment of such Lender may not be increased or extended without the consent of such Lender. In addition, notwithstanding anything to the contrary herein, each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without its further consent, to enter into amendments or modifications to this Agreement (including amendment to this Section 13.2) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent may reasonably deem appropriate in order to effectuate any increase in the Revolving Credit Commitment pursuant to Section 2.7 or any Incremental Term Loans pursuant to Section 2.8, including amendments to permit such increases in the Revolving Credit Commitment and any Incremental Term Loans to share ratably in the benefits of this Agreement and the other Loan Documents and to include appropriately any Lenders under such increases in the Revolving Credit Commitment and any Incremental Term Loans in any determination of Required Lenders or Required Revolving Credit Lenders, as applicable; provided that no such amendment or modification shall adversely affect in any material respect the rights of any Lender, in each case, without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender such affected therebyLender.
Appears in 2 contracts
Samples: Credit Agreement (CoreCivic, Inc.), Credit Agreement (CoreCivic, Inc.)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other Borrower; provided, that no amendment, waiver or consent specifically impacting only shall:
(a) increase or extend the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 10.2) or the amount of Loans of any Lender, in any case, without the written consent of such Lender;
(b) waive, extend or postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment (excluding mandatory prepayments) of principal, such amendmentinterest, waiver fees or consent is in writing signed by other amounts due to the Required Agreement Lenders (or by any of them) hereunder or under any other Loan Document without the Administrative Agent with written consent of each Lender directly and adversely affected thereby;
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iii) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Agreement Lenders shall be necessary (i) to waive any obligation of the Borrower to pay interest at the rate set forth in Section 5.1(c) during the continuance of an Event of Default or (ii) waive a default or to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such waiver or amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder;
(d) change Section 5.6 or Section 10.4 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby;
(e) change any provision of this Section or reduce the percentages specified in the definitions of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;
(f) and delivered consent to the Administrative Agent and, in the case assignment or transfer by any Credit Party of an amendment, signed by the such Credit Parties; providedParty’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 9.4), in each case, that:without the written consent of each Lender;
(ag) release all of the Subsidiary Guarantors or Subsidiary Guarantors comprising substantially all of the credit support for the Secured Obligations, in any case, from the Subsidiary Guaranty Agreement (other than as authorized in Section 11.9), without the written consent of each Lender; or
(h) release all or substantially all of the Collateral or release any Security Document (other than as authorized in Section 11.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender. provided further, that (i) no amendment, waiver or consent shall (i) release shall, unless in writing and signed by each affected Issuing Lender in addition to the Lenders required above, affect the rights or duties of such Issuing Lender under this Agreement or any Letter of the Credit Parties, Application relating to any Letter of Credit issued or to be issued by it; (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the provisions Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iiii) Article XIII each Fee Letter may not be amended, or rights or privileges thereunder waived, unless in writing executed only by the parties thereto, (iv) each Letter of Credit Application may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; provided that a copy of such amended Letter of Credit Application shall be made promptly delivered to the Administrative Agent upon such amendment or waiver, and (v) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except any waiver, amendment or consent hereunder that (A) requires the consent of all Lenders or each affected Lender which affects a Defaulting Lender differently than all Lenders or other affected Lenders, as the case may be, (B) increases or extends the Commitment of a Defaulting Lender, (C) reduces the principal amount owed to a Defaulting Lender (other than by payment thereof), (D) extends the final maturity date of a Defaulting Lender’s Loans or (E) amends or otherwise modifies this sentence, in each case, shall require the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected therebysuch Defaulting Lender.
Appears in 2 contracts
Samples: Credit Agreement (Cirrus Logic Inc), Credit Agreement (Cirrus Logic Inc)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in Company, on behalf of the case of any other Borrowers; provided, that no amendment, waiver or consent specifically impacting only shall:
(a) waive any condition set forth in Section 5.2 without the written consent of each Lender directly affected thereby;
(b) amend Section 11.1 or waive any of the conditions, or waive any Default or Event of Default, for purposes of waiving any of the conditions set forth in Section 5.3 without the prior written consent of any combination of Lenders whose Revolving Credit Commitments aggregate more than fifty percent (50%) of the Aggregate Commitment;
(c) extend or increase the Revolving Credit Commitment of any Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 11.2) or the amount of Loans of any Lender without the written consent of such Lender;
(d) postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment or mandatory prepayment of principal, such interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, except as set forth in Section 2.8;
(e) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Margin that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrowers to pay interest at the rate set forth in Section 4.1(d) during the continuance of an Event of Default;
(f) change Section 4.4 or Section 11.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;
(g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; or
(h) release all of the Subsidiary Guarantors or release Subsidiary Guarantors comprising substantially all of the credit support for the Obligations, in either case, from the Subsidiary Guaranty Agreement (other than as authorized in Section 12.9), without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent is shall, unless in writing and signed by the Required Agreement Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent with in addition to the consent Lenders required above, affect the rights or duties of the Required Agreement Lenders) and delivered to the Administrative Agent andunder this Agreement or any other Loan Document; (iii) the Engagement Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto and (iv) each Lender (and in the case of an amendment, signed by the Company, on behalf of the Borrowers) who has consented in writing to any amendment, waiver or consent under this Agreement shall be deemed to have consented in writing to a corresponding amendment, waiver or consent under the Existing Credit Parties; provided, in each case, that:
(a) no Agreement and such amendment, waiver or consent shall be deemed to be effective as to such Lender (i) release any and in the case of an amendment, the Company, on behalf of the Credit Parties, (iiBorrowers) increase the amount or extend the time as if effected pursuant to Section 13.2 of the obligation of Existing Credit Agreement. Notwithstanding anything to the Lenders contrary herein, no Defaulting Lender shall have any right to make Revolving Credit Loans approve or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of disapprove any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent to hereunder, except that the provisions Revolving Credit Commitment of (i) Article XIII shall such Lender may not be made increased or extended without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected therebysuch Lender.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Family Dollar Stores Inc), Credit Agreement (Family Dollar Stores Inc)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other Borrower; provided, that no amendment, waiver or consent specifically impacting only shall:
(a) [intentionally omitted];
(b) increase the Revolving Commitment of any Revolving Lender (or reinstate any Revolving Commitment terminated pursuant to Section 10.2) or the amount of Loans of any Lender, in any case, without the written consent of such Revolving Lender;
(c) waive, extend or postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment (excluding mandatory prepayments) of principal, such amendmentinterest, waiver fees or consent is in writing signed by other amounts due to the Required Agreement Lenders (or by any of them) hereunder or under any other Loan Document without the Administrative Agent with written consent of each Lender directly and adversely affected thereby; provided, however that any waiver of the application of the Springing Maturity Date or the definition or determination thereof shall only require the approval of the Required Lenders;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Agreement Lenders shall be necessary (i) to waive any obligation of the Borrower to pay interest at the rate set forth in Section 5.1(c) during the continuance of an Event of Default or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder as a result of a change in the effective pricing level in the definition of Applicable Margin;
(e) except as otherwise permitted by this Section 12.2, change Section 5.6 or Section 10.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby;
(f) except as otherwise permitted by this Section 12.2, change any provision of this Section or reduce the percentages specified in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;
(g) and delivered consent to the Administrative Agent and, in the case assignment or transfer by any Credit Party of an amendment, signed by the such Credit Parties; providedParty’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 9.4), in each case, that:without the written consent of each Lender;
(ah) release (i) all of the Guarantors or (ii) Guarantors comprising substantially all of the credit support for the Secured Obligations, in any case, from the Guaranty (other than as authorized in Section 11.9), without the written consent of each Lender; or
(i) release all or substantially all of the Collateral (other than as authorized in Section 11.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent shall (i) release any shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Issuing Lender under this Agreement or any Letter of Credit Parties, Application relating to any Letter of Credit issued or to be issued by it; (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the provisions Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (v) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision, (vi) the Borrower, the Administrative Agent and the Issuing Lenders may reallocate the Individual L/C Sub-Commitments among the Issuing Lenders without any further action or consent of any other party to any Loan Document. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (a) the Revolving Commitment of such Lender may not be increased or extended without the consent of such Lender, (b) the principal amount of any Loans outstanding to such Defaulting Lender may not be waived, forgiven or reduced without such Lender’s consent (unless all Lenders affected thereby are treated similarly) and (c) the final maturity date(s) of such Defaulting Lender’s Loans or any other extensions of credit or obligations of the Borrower owing to such Defaulting Lender may not be extended without such Defaulting Lender’s consent. Without limiting the foregoing rights of the Lenders set forth above in this Section 12.2, each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent, to enter into amendments or modifications to this Agreement (including, without limitation, amendments to this Section 12.2) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Section 5.13 (including, without limitation, as applicable, (1) to permit the Incremental Term Loans and the Incremental Revolving Credit Increases to share ratably in the benefits of this Agreement and the other Loan Documents and (2) to include the Incremental Term Loan Commitments and the Incremental Revolving Credit Increase, as applicable, or outstanding Incremental Term Loans and outstanding Incremental Revolving Credit Increase, as applicable, in any determination of (i) Article XIII Required Lenders (ii) similar required lender terms applicable thereto); provided that no amendment or modification shall be made result in any increase in the amount of any Lender’s Revolving Commitment or any increase in any Lender’s Revolving Commitment Percentage, in each case, without the written consent of such affected Lender. Notwithstanding the Administrative Agent fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein and (iiy) Article III the Required Lenders shall determine whether or not to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders. Without limiting the foregoing rights of the Lenders set forth above in this Section 12.2 or the provisions of Sections 5.13 or 5.16:
(i) This Agreement may be amended (or amended and restated) with the written consent of the Credit Parties and the Required Lenders (A) to increase the aggregate Revolving Commitments of the Lenders; provided that no amendment or modification shall result in any increase in the amount of any Lender’s Revolving Commitment or any increase in any Lender’s Revolving Commitment Percentage, in each case, without the written consent of each such affected Lender, (B) to add one or more additional borrowing tranches to this Agreement and to provide for the ratable sharing of the benefits of this Agreement and the other Loan Documents with the other then outstanding Obligations in respect of the extensions of credit from time to time outstanding under such additional borrowing tranche(s) and the accrued interest and fees in respect thereof and (C) to include appropriately the lenders under such additional borrowing tranches in any determination of Required Lenders and/or the determination of the requisite Lenders under any other provision of this Agreement corresponding to the consent rights of the other Lenders thereunder;
(ii) any provision of this Agreement may be amended by an agreement in writing entered into by the Credit Parties, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, the Issuing Lender and the Swingline Lender) if (A) by the terms of such agreement the Revolving Commitment of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment and (B) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the 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 (notwithstanding the provisions of Section 5.6 that require ratable payments to the Lenders); and
(iii) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of the Lenders under one or more tranches but not under any other tranche may be effected by an agreement or agreements in writing entered into by the Credit Parties and the requisite percentage in interest of the affected therebytranche or tranches of Lenders that would be required to consent thereto under this Section 12.2 if such tranche or tranches of Lenders were the only tranche or tranches of Lenders hereunder at the time.
Appears in 2 contracts
Samples: Credit Agreement (Orbital Sciences Corp /De/), Credit Agreement (Orbital Sciences Corp /De/)
Amendments, Waivers and Consents. (a) For the purposes of this Agreement and all agreements executed pursuant hereto, no course of dealing between the Company and any Stockholder and no delay on the part of any party hereto in exercising any rights hereunder or thereunder shall operate as a waiver of the rights hereof and thereof. Except as set forth belowotherwise provided in Section 10.1(c) hereof, no provision hereof may be waived otherwise than by a written instrument signed by the party so waiving such covenant or other provision.
(b) Except as otherwise provided by the terms of this Agreement (including Section 10(c) hereof), all and any amendments to and consents required by this Agreement may be made, and compliance with any term, covenant, agreement condition or condition of this Agreement provision set forth herein may be omitted or any waived (either generally or in a particular instance and either retroactively or prospectively) by the consent of the other Loan Documents may be amended or waived by holders of a majority of the Lendersissued and outstanding shares of Series Preferred Stock and Common Stock, and any consent given by the Lenders, if, but only if, voting together as a single class.
(ac) in the case of an No amendment, waiver or consent for which that adversely affects the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock, or the Series E Preferred Stock, or affects any rights specifically granted to the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock, or the Series E Preferred Stock shall be approved without the approval of the holders of a substantially similar corresponding majority of the issued and outstanding Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, or Series E Preferred Stock, respectively, each voting separately as a class; provided, however, that any amendment, waiver or consent with regard that adversely affects one Series Preferred Stockholder, or affects any rights specifically granted to such Series Preferred Stockholder, in a manner different than all other Series Preferred Stockholders holding the same series of Series Preferred Stock, including, but not limited to, the right to designate certain directors set forth in Sections 5.1 and 5.2 hereof, shall not be approved without such Series Preferred Stockholder's consent.
(d) No amendment to Articles 7, 8 or 9 hereof that would, relative to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case rights of any other amendmentclass of Stock, waiver or consent specifically impacting only adversely affect any rights granted to the Founder under this Agreement and shall be approved without the other Loan Documents, such amendment, waiver or consent is in writing signed Founder's consent.
(e) Except as otherwise expressly provided by the Required Agreement Lenders (terms of this Agreement, any amendment or by the Administrative Agent waiver effected in accordance with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each case, thatthis Section 10.1 shall be binding upon:
(a) no amendment, waiver or consent shall (i) release any of the Credit Parties, Company;
(ii) increase each holder of the amount or extend shares Series Preferred Stock at the time outstanding and each future holder of the obligation shares of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, Series Preferred Stock;
(iii) extend the originally scheduled time or times of payment Founder and any transferee of the principal shares of any Revolving Credit Loan or Reimbursement Obligation or Common Stock owned by the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination Founder as of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected therebydate hereof; and
(biv) no amendment, waiver or consent to the provisions of (i) Article XIII shall be made without the written consent Jalkut and any transferee of the Administrative Agent and (ii) Article III without Shares of Common Stock owned by Jalkut as of the written consent of each Issuing Lender affected therebydate hereof.
Appears in 2 contracts
Samples: Stockholders' Agreement (Pathnet Telecommunications Inc), Stockholders' Agreement (Pathnet Telecommunications Inc)
Amendments, Waivers and Consents. Except as set forth below, any term, covenant, agreement or condition of this Agreement or any Any provision of the other Loan Credit Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment or waiver is in writing and is signed by (a) in the case of an amendmentthis Agreement, waiver or consent for which a substantially similar corresponding amendmentthe Borrower, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) , and delivered to if the rights or duties of the Administrative Agent andAgent, in the Swingline Lender or any Issuing Bank are affected thereby, the Administrative Agent, the Swingline Lender or such Issuing Bank, as the case of an amendmentmay be, signed by the Credit Parties and (b) in the case of any other amendmentCredit Document, waiver or consent specifically impacting only this Agreement each party thereto and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent (with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and), in the case of an amendment, signed by the Credit Parties; provided, in each case, provided that:
(ai) no amendment or waiver shall (A) increase or extend any Commitment of any Lender without the consent of such Lender, or (B) reduce the amount of or postpone the date for any scheduled payment of any principal of or interest (including any reduction in the rate of interest unless such reduction is otherwise provided herein) on any Loan or Reimbursement Obligation or of any fee payable hereunder, without the consent of each Lender and Issuing Bank owed any such Obligation, (C) release any Collateral for any Collateralized Obligations (other than as provided in accordance with Section 8.4) without the consent of all Lenders, (D) release all or substantially all of the value of the Guaranties of the Guarantors under the Guaranty and Collateral Agreement or all or substantially all of the Collateral (except as expressly provided for in the Guaranty and Collateral Agreement, the Collateral Documents or Section 11.21) without the consent of all Lenders, (E) waive the provisions of Article IV hereof without in each such case the consent of all Lenders, (F) change any provision requiring ratable funding or sharing of payments without the consent of all Lenders or (G) amend or waive this Section 11.11, the definition herein of “Required Lenders” or the number of Lenders required to take any action under any other provision of the Credit Documents without the consent of each Lender directly and adversely affected thereby;
(ii) notwithstanding anything to the contrary herein, (A) any Borrowing Request may be amended with the consent of only the Borrower and the Administrative Agent, (B) any Swingline Request may be amended with the consent of only the Borrower and the Swingline Lender, (C) any Application may be amended with the consent of only the Borrower and the applicable Issuing Bank and (D) any Letter of Credit may be amended only in accordance with Section 2.12; and
(iii) notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent shall hereunder (i) release and any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent to which by its terms requires the provisions consent of (i) Article XIII shall all Lenders or each affected Lender may be made without effected with the written consent of the Administrative Agent applicable Lenders other than Defaulting Lenders), except that (A) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (iiB) Article III without any waiver, amendment or modification requiring the written consent of all Lenders or each Issuing affected Lender that by its terms affects any Defaulting Lender more adversely than other affected therebyLenders shall require the consent of such Defaulting Lender.
Appears in 2 contracts
Samples: Credit Agreement (Seacor Holdings Inc /New/), Credit Agreement (Seacor Holdings Inc /New/)
Amendments, Waivers and Consents. Except as set forth below, Any amendment or waiver of any term, covenant, agreement or condition provision of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given to any departure by the LendersPledgor from any provision of this Agreement shall be effective only if made or given in compliance with all of the terms and provisions of the Credit Facility Documents and the Additional Debt Documents necessary for amendments or waivers of, ifor consents to any departure by the Pledgor from any provision of the Credit Facility Documents or any Additional Debt Document, but only if, (a) in as the case of an amendmentmay be, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, and only if such amendment, waiver or consent is in writing duly signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement Pledgor and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders Collateral Agent (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each case, that:
(a) no amendment, waiver or consent shall (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent to the provisions of (i) Article XIII shall be made without the written consent of the Administrative Agent Majority Holders, unless such consent would not be required under the Credit Facility Documents); provided, however, that any change, waiver, modification or variance materially adversely affecting the rights and benefits of a single Class (as defined below) of Secured Parties (and not all Secured Parties in a like or similar manner) shall also require the written consent of the Requisite Holders (as defined below) of such affected Class; provided, further, that any Class shall not be considered to be affected differently from any other Class due to the Obligations of any such other Class being paid, repaid, refinanced, renewed or extended and the Collateral being released, in whole or in part (whether by action of such other Class or otherwise), as security for a particular Class. For the purpose of this Agreement, the term “Class” shall mean, at any time, each class of Secured Parties with outstanding Obligations secured hereby at such time, i.e., (x) the Bank Secured Parties and (y) any other class of Additional Secured Debt secured hereby; provided that, without limiting the foregoing, it is expressly acknowledged and agreed that other creditors may be added as “Secured Parties” hereunder (either as part of an existing Class of creditors or as a newly created Class), and that such addition shall not require the written consent of the Requisite Holders of the various Classes. For the purpose of this Agreement, the term “Requisite Holders” of any Class shall mean each of (i) with respect to the Credit Agreement, the Required Lenders (as that term is defined in the Credit Agreement) and (ii) Article III without with respect to any other class of Additional Secured Debt, the written consent holders of each Issuing Lender affected therebymore than fifty percent (50%) of such class of Additional Secured Debt outstanding from time to time. Failure of the Collateral Agent or any Secured Party to exercise, or delay in exercising, any right, power or privilege hereunder shall not operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Collateral Agent or the Secured Parties would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law.
Appears in 2 contracts
Samples: Pledge Agreement (Dayton Power & Light Co), Pledge Agreement (Dayton Power & Light Co)
Amendments, Waivers and Consents. Except as set forth below, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each case, that:
(a) no amendment, waiver or consent shall (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of CreditCredit (except as expressly contemplated by Section 2.6), (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent to the provisions of (i) Article XIII shall be made without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected thereby.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Jones Apparel Group Inc), 364 Day Credit Agreement (Jones Apparel Group Inc)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document (including, without limitation, Section 2.5), any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit PartiesBorrower; provided, that, except as specifically set forth in each caseSection 2.5, that:
(a) no amendment, waiver or consent shall (i) release any of the Credit Parties, (iia) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of CreditLoans, (iiib) reduce the rate of interest or fees payable on any Loan, (c) reduce or forgive the principal amount of any Loan, (d) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligationany fee or commission with respect thereto, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vie) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement ObligationLoan, (viif) release the Borrower from the Obligations (other than Hedging Obligations) hereunder or (g) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' Borrower’s rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lendershereunder, in each case, without the prior written consent of each Lender directly affected thereby; and
, and (bii) amend the provisions of this Section 10.10 or the definition of Required Lenders (it being understood that, solely with the consent of the parties prescribed by Section 2.5 to be parties to an Incremental Term Loan Amendment, Incremental Term Loans may be included in the determination of Required Lenders on substantially the same basis as the Loans are included on the Closing Date), without the prior written consent of all Lenders hereunder. In addition, no amendment, waiver or consent to the provisions of (i) Article XIII IX shall be made without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected therebyAgent.
Appears in 2 contracts
Samples: Term Loan Agreement, Credit Agreement (Grainger W W Inc)
Amendments, Waivers and Consents. Except as set forth below, any Any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by all of the Required Lenders (or by the Administrative Agent with the consent of all of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and Borrower; provided that (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each case, that:
(ai) no amendment, waiver or consent shall (i) release shall, unless in writing and signed by the Issuing Lender in addition to the Lenders, affect the rights or duties of such Issuing Lender under this Agreement or any Letter of the Credit Parties, Application relating to any Letter of Credit issued or to be issued by it; (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the provisions of (i) Article XIII shall be made without Lenders, affect the written consent rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, and (iivi) Article III the Administrative Agent and the Borrower shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Credit Commitment of such Lender may not be increased or extended without the written consent of each such Lender. For avoidance of doubt, the parties acknowledge and agree that nothing herein changes the obligation of the Lenders, the Swingline Lender, the Issuing Lender affected therebyor the Administrative Agent to make or participate in any Extension of Credit so long as the requirements and conditions applicable to the making of such Extension of Credit (including, without limitation, the requirements contained in Articles II and III and the conditions contained in Section 5.2) have been satisfied in accordance with the terms of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Global Power Equipment Group Inc.)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other Borrower; provided, that no amendment, waiver or consent specifically impacting only shall:
(a) waive any condition set forth in Section 5.2 without the written consent of each Lender directly affected thereby;
(b) amend Section 11.1 or waive any of the conditions set forth in Section 5.3 or waive any Default or Event of Default for purposes of waiving any of the conditions set forth in Section 5.3 without the prior written consent of any combination of Revolving Credit Lenders whose Commitments aggregate more than fifty percent (50%) of the Aggregate Commitments;
(c) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11.2) or the amount of Loans of any Lender without the written consent of such Lender;
(d) postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment of principal, such amendmentinterest, waiver fees or consent is in writing signed by other amounts due to the Required Agreement Lenders (or by any of them) hereunder or under any other Loan Document without the Administrative Agent with written consent of each Lender directly affected thereby;
(e) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided that only the consent of the Required Agreement Lenders shall be necessary (i) to waive any obligation of the Borrower to pay interest at the rate set forth in Section 4.1(c) during the continuance of an Event of Default, or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder;
(f) change Section 4.4 or Section 11.4 in a manner that would alter the prorata sharing of payments required thereby without the written consent of each Lender directly affected thereby;
(g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
(h) and delivered to release all of the Administrative Agent andGuarantors or release Guarantors comprising substantially all of the credit support for the Obligations, in the case of an amendment, signed by the Credit Parties; provided, in each either case, that:from the Subsidiary Guaranty Agreement (other than as authorized in Section 12.10) or as otherwise specifically permitted or contemplated in this Agreement or the Subsidiary Guaranty Agreement), without the written consent of each Lender; or
(ai) release all or a material portion of the Collateral or release any Security Document (other than as authorized in Section 12.10 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender; providedfurther, that (i) no amendment, waiver or consent shall (i) release shall, unless in writing and signed by the applicable Issuing Lender in addition to the Lenders required above, affect the rights or duties of such Issuing Lender under this Agreement or any Letter of the Credit Parties, Application relating to any Letter of Credit issued or to be issued by it; (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the provisions Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iiii) Article XIII no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be made increased or extended without the consent of such Lender. In addition, notwithstanding anything to the contrary contained herein, each Lender hereby authorizes the Administrative Agent on its behalf, and without its further consent, to enter into amendments to this Agreement and the other Loan Documents as the Administrative Agent may reasonably deem appropriate in order to effectuate any increase in the Aggregate Commitments pursuant to Section 2.7, including, without limitation, amendments to permit such increases in the Aggregate Commitments to share ratably in the benefits of this Agreement and the other Loan Documents and to include appropriately any Lenders under such increases in the Aggregate Commitments in any determination of Required Lenders; provided that no such amendment shall adversely affect in any material respect the rights of any Lender, in each case, without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected therebysuch Lender.
Appears in 2 contracts
Samples: Credit Agreement (Lmi Aerospace Inc), Credit Agreement (Lmi Aerospace Inc)
Amendments, Waivers and Consents. Except as set forth below, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents (other than any Secured Hedging Agreement, the terms and conditions of which may be amended, modified or waived by the parties thereto) may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit PartiesBorrowers; provided, in each case, that:
(a) that no amendment, waiver or consent shall shall: (i) release any of the Credit Parties, (iia) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of CreditCredit (including, without limitation, pursuant to Section 3.6 hereof), (iiib) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (ivc) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (vd) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vie) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (viif) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' Borrowers’ rights and obligations hereunder hereunder, (g) release any material portion of the Collateral (other than as specifically permitted or contemplated in this Agreement), (viiih) amend the provisions of this Section 14.11 14.13 or the definition of Required Lenders Lenders, or Required Agreement Lenders(i) waive the provisions of Section 5.2, without the prior written consent of each Lender affected thereby; and
(b) Lender. In addition, no amendment, waiver or consent to the provisions of (ia) Article XIII hereof shall be made without the written consent of the Administrative Agent and (iib) Article III hereof without the written consent of each the Issuing Lender affected therebyLender.
Appears in 2 contracts
Samples: Credit and Security Agreement (Seacastle Inc.), Credit and Security Agreement (Interpool Inc)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other Borrower; provided, that no amendment, waiver or consent specifically impacting only shall:
(a) waive any condition set forth in Section 5.2 without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11.2(a)) or the amount of Loans of any Lender without the written consent of each Lender directly affected thereby;
(c) postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment of principal, such amendmentinterest, waiver fees or consent is in writing signed by other amounts due to the Required Agreement Lenders (or by any of them) hereunder or under any other Loan Document without the Administrative Agent with written consent of each Lender directly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided that only the consent of the Required Lenders shall be necessary (i) to waive any obligation of the Borrower to pay interest at the rate set forth in Section 4.1(c) during the continuance of an Event of Default, or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(e) change Section 4.4 or Section 11.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;
(f) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
(g) release the Parent or Holdings from the Parental Entity Guaranty Agreement Lenders) and delivered to or release all of the Administrative Agent andSubsidiary Guarantors or release Subsidiary Guarantors comprising substantially all of the credit support for the Credit Party Obligations, in the case of an amendment, signed by the Credit Parties; provided, in each either case, that:from the Subsidiary Guaranty Agreement (other than as authorized in Section 12.10), without the written consent of each Lender; or
(ah) release all or a material portion of the Collateral or release any Security Document (other than as authorized in Section 12.10 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent shall (i) release any shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Issuing Lender under this Agreement or any Letter of Credit Parties, Application relating to any Letter of Credit issued or to be issued by it; (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the provisions Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iiii) Article XIII shall be made without no amendment, waiver or consent shall, unless in writing and signed by the written consent Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iiiv) Article III the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the written consent of each Issuing Lender affected therebysuch Lender.
Appears in 2 contracts
Samples: Credit Agreement (Tuesday Morning Corp/De), Credit Agreement (Tuesday Morning Corp/De)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit PartiesBorrower; provided, in each case, that:
(a) that no amendment, waiver or consent shall shall:
(a) (i) release increase the Revolving Credit Commitment of any of the Credit PartiesLender, (ii) increase reduce the amount rate of, or extend the time of the obligation of the Lenders to make forgive any, interest or fees payable on any Revolving Credit Loans Loan or issue or participate in Letters of CreditReimbursement Obligation, (iii) reduce or forgive the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (iv) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest Obligation or fees payable on any Revolving Credit Loan fee or Reimbursement Obligationcommission with respect hereto, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement ObligationObligation or (vi) extend the time of the obligation of the Revolving Credit Commitment Lenders to make or issue or participate in Letters or Credit or Swingline Loans, in any case, without the written consent of each Lender holding Revolving Credit Loans or a Revolving Credit Commitment;
(i) except as otherwise provided in Section 4.6, increase the Term Loan Commitment of any Lender, (viiii) reduce the rate of, or forgive any, interest or fees payable on any Term Loan, (iii) reduce or forgive the principal amount of any Term Loan, (iv) permit any subordination of the principal or interest on, or any Lien securing, any Term Loan or (v) extend the originally scheduled time or times of payment of the principal of any Term Loan or the time or times of payment of interest on any Term Loan or any fee or commission with respect thereto, in any case, without the written consent of each Lender holding a Term Loan or a Term Loan Commitment;
(c) release any material portion of the Collateral or release any Security 100 Document or release any Subsidiary Guarantor (other than in connection with the redesignation of a Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 9.11, with a sale of assets permitted pursuant to Section 11.5, or as otherwise specifically permitted in this Agreement or the applicable Security Document), amend the provisions of this Section 14.11, or amend the definition or percentage of Required Lenders without the written consent of each Lender or amend the definition, or any percentage therein, of Borrowing Base; or
(d) release any Borrower from all or any material portion of the Obligations (other than Hedging Obligations) hereunder or under any other Loan Document or permit any assignment (other than as specifically permitted or contemplated in this AgreementAgreement or any other Loan Document) of any of the Credit Parties' Borrower's rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, under any other Loan Document without the prior written consent of each Lender affected thereby; and
(b) Lender. In addition, no amendment, waiver or consent to the provisions of (ia) Article XIII shall be made without the written consent of the Administrative Agent and (iib) Article III without the written consent of each the Issuing Lender affected therebyLender.
Appears in 2 contracts
Samples: Credit Agreement (Paravant Inc), Credit Agreement (Paravant Inc)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other Borrowers; provided, that no amendment, waiver or consent specifically impacting only shall:
(a) waive any condition set forth in Section 6.2 without the written consent of each Lender directly affected thereby;
(b) amend, modify or waive Section 6.3 or any other provision of this Agreement and if the other Loan Documents, effect of such amendment, modification or waiver is to require the Revolving Credit Lenders to make Revolving Credit Loans when such Revolving Credit Lenders would not otherwise be required to do so without the prior written consent of any combination of Revolving Credit Lenders whose Revolving Credit Commitments aggregate more than fifty percent (50%) of the Revolving Credit Commitment;
(c) extend or increase the Revolving Credit Commitment of any Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender without the written consent is in writing signed of such Lender;
(d) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Required Agreement Lenders (or by any of them) hereunder or under any other Loan Document without the Administrative Agent with written consent of each Lender directly affected thereby;
(e) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided that only the consent of the Required Agreement LendersLenders shall be necessary (i) and delivered to waive any obligation of the Administrative Agent and, Borrowers to pay interest at the rate set forth in Section 5.1(c) during the case continuance of an amendmentEvent of Default, signed by or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the Credit Parties; provided, in each case, that:effect of such amendment would be to reduce the rate of interest on any Loan or Reimbursement Obligation or to reduce any fee payable hereunder;
(af) change Section 5.4 or Section 12.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;
(g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; or
(h) release all or a material portion of the Collateral or release any Security Document (other than as authorized in Section 13.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent shall (i) release any shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Issuing Lender under this Agreement or any Letter of Credit Parties, Application relating to any Letter of Credit issued or to be issued by it; (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the provisions Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; and (iiii) Article XIII shall be made without no amendment, waiver or consent shall, unless in writing and signed by the written consent Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent and (ii) Article III under this Agreement or any other Loan Document. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Credit Commitment of such Lender may not be increased or extended without the written consent of each Issuing Lender affected therebysuch Lender.
Appears in 2 contracts
Samples: Credit Agreement (Tekelec), Credit Agreement (Tekelec)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other Borrower; provided, that no amendment, waiver or consent specifically impacting only shall:
(a) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 13.2) or the amount of Loans of any Lender without the written consent of such Lender;
(b) postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment of principal, such amendmentinterest, waiver fees or consent is in writing signed by other amounts due to the Required Agreement Lenders (or by any of them) hereunder or under any other Loan Document or extend the Administrative Agent with Termination Date without the written consent of each Lender directly affected thereby;
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the second proviso to this Section 13.12) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided that only the consent of the Required Agreement LendersLenders shall be necessary (i) and delivered to waive any obligation of the Administrative Agent and, Borrower to pay interest at the rate set forth in Section 4.7(c) during the case continuance of an amendmentEvent of Default, signed by or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the Credit Parties; provided, in each case, that:effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(ad) change Section 4.10 or Section 4.11 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;
(e) change any provision of this Section 13.12 or the definition of "Required Lenders" or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or
(f) release any Guarantor from its obligations under a Guaranty Agreement without the written consent of each Lender unless the Capital Stock, or all or substantially all the assets, of such Guarantor are sold in a transaction permitted by this Agreement; provided further, that (i) no amendment, waiver or consent shall (i) release shall, unless in writing and signed by each Stand-Alone Issuing Lender in addition to the Lenders required above, affect the rights or duties of any Stand-Alone Issuing Lender under this Agreement or any Application relating to any Stand-Alone Letter of the Credit Parties, issued or to be issued by it; (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent shall, unless in writing and signed by the Revolver Issuing Lender in addition to the provisions Lenders required above, affect the rights or duties of the Revolver Issuing Lender under this Agreement or any Application relating to any Revolver Letter of Credit issued or to be issued by it; (iiii) Article XIII shall be made without no amendment, waiver or consent shall, unless in writing and signed by the written Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iiv) Article III the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the written consent of each Issuing Lender affected therebysuch Lender.
Appears in 2 contracts
Samples: Credit Agreement (Suburban Propane Partners Lp), Credit Agreement (Suburban Propane Partners Lp)
Amendments, Waivers and Consents. Except as set forth below, any term, covenant, agreement or condition of (a) Neither this Agreement or nor any other Loan Document nor any of the other Loan Documents terms hereof or thereof may be amended amended, changed, waived, discharged or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, terminated unless such amendment, waiver change, waiver, discharge or consent termination is in writing and signed by the Required Lenders (or by Lenders, the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement Borrower and the other Loan Documents, Parent; provided that no such amendment, waiver change, waiver, discharge or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each case, that:
(a) no amendment, waiver or consent termination shall (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and:
(i) extend the final maturity of any Advance, or any portion thereof,
(ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or fees hereunder;
(iii) reduce or waive repayment of the principal amount of any Advance,
(iv) extend the Commitment of a Lender or increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender),
(v) release the Borrower from all its obligations under the Loan Documents,
(vi) reduce any percentage specified in, or otherwise modify, the definition of “Required Lenders”,
(vii) consent to the assignment or transfer by the Borrower of any of its respective rights and obligations under (or in respect of) the Loan Documents except as permitted thereby,
(viii) terminate or otherwise cancel the Support Agreement, or (ix) amend or otherwise modify this Section 7.04.
(b) no In connection with any proposed amendment, change or waiver (a “Proposed Change”) requiring the consent of all Lenders or all affected Lenders, if the consent of the Required Lenders to such Proposed Change is obtained, but the consent to such Proposed Change of other Lenders whose consent is required is not obtained (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, so long as the provisions Lender that is acting as Administrative Agent is not a Non-Consenting Lender, the Borrower may, at its sole expense and effort, upon notice to such Non-Consenting Lender and the Administrative Agent, require such Non-Consenting Lender to assign and delegate (or to execute a Power of Attorney to the Administrative Agent for the Administrative Agent to assign and delegate on such Non-Consenting Lender’s behalf) without recourse (in accordance with and subject to the restrictions contained in Section 7.05), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) Article XIII the Borrower shall be made without have received the prior written consent of the Administrative Agent (and any relevant Issuing Bank), which consent shall not unreasonably be withheld, (ii) Article III without such Non-Consenting Lender shall have received payment of an amount equal to the written consent outstanding principal of each Issuing its Advances and participations in Letter of Credit payments that have not been reimbursed, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) the Borrower or such assignee shall have paid to the Administrative Agent the processing and recordation fee specified in Section 7.05(b)(iv). Notwithstanding anything to the contrary in this Agreement, the return of the Note held by any such Non-Consenting Lender affected therebyis not a condition to the effectiveness of any assignment pursuant to this Section 7.04(b).
Appears in 2 contracts
Samples: Credit Agreement (American Water Works Company, Inc.), Credit Agreement (American Water Capital Corp.)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other Borrower; provided, that no amendment, waiver or consent specifically impacting only shall:
(a) waive any condition set forth in Section 4.2 without the written consent of each Lender directly affected thereby,
(b) extend or increase the amount of Loans of any Lender without the written consent of such Lender,
(c) postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment (excluding mandatory prepayments) of principal, such amendmentinterest, waiver fees or consent is in writing signed by other amounts due to the Required Agreement Lenders (or by any of them) hereunder or under any other Loan Document without the Administrative Agent with written consent of each Lender directly affected thereby,
(d) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (ii) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided that only the consent of the Required Agreement Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the rate set forth in Section 3.1(c) during the continuance of an Event of Default,
(e) change Section 3.4 or Section 7.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby (it being understood that if Incremental Loans pursuant to Section 2.5 are made, such new Incremental Loans being included on a pro rata basis within Section 3.4 or Section 7.4 shall not be considered an alteration thereof),
(f) change Section 2.4(b)(v) in a manner that would alter the order of application of amounts prepaid pursuant thereto without the written consent of each Lender directly affected thereby (it being understood that if Incremental Loans pursuant to Section 2.5 are made, such new Incremental Loans being included on a pro rata basis within Section 2.4(b)(v) shall not be considered an alteration thereof),
(g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby,
(h) and delivered to release all of the Administrative Agent andGuarantors or release Guarantors comprising substantially all of the credit support for the Obligations, in the case of an amendment, signed by the Credit Parties; provided, in each either case, that:from the Guaranty Agreement (other than as authorized in Section 8.9), without the written consent of each Lender, or
(ai) release all or a material portion of the Collateral or release any Security Document (other than as authorized in Section 8.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent shall (i) release any shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Credit PartiesAdministrative Agent under this Agreement or any other Loan Document, and (ii) increase the amount Fee Letter may be amended, or extend rights or privileges thereunder waived, in a writing executed only by the time of parties thereto. Notwithstanding anything to the obligation of the Lenders contrary herein, no Defaulting Lender shall have any right to make Revolving Credit Loans approve or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of disapprove any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent hereunder. The Borrower shall be permitted to replace with a financial institution any Lender that has refused to consent to any waiver or amendment with respect to any Loan Document that requires such Lender’s consent and has been consented to by the Required Lenders; provided that (a) such replacement does not conflict with any Applicable Law, (b) the replacement entity shall purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the provisions date of replacement, (ic) Article XIII the Borrower shall be made without liable to such replaced Lender under Section 3.9 (as though Section 3.9 were applicable) if any LIBOR Rate Loan owing to such replaced Lender shall be purchased other than on the written last day of the Interest Period relating thereto, (d) the replacement entity, if not already a Lender, shall be reasonably satisfactory to the Administrative Agent to the extent that an assignment to such replacement entity of the rights and obligations being acquired by it would otherwise require the consent of the Administrative Agent pursuant to Section 9.10(b), (e) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.10, (f) the Borrower shall pay all additional amounts (if any) required pursuant to Section 3.10 or Section 3.11, as the case may be, in respect of any period prior to the date on which such replacement shall be consummated, (g) if applicable, the replacement entity shall consent to such amendment or waiver and (iih) Article III without any such replacement shall not be deemed to be a waiver of any rights that the written consent Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender. In connection with any such replacement, if the replaced Lender does not execute and deliver to the Administrative Agent a duly completed Assignment and Assumption and/or any other documentation necessary to reflect such replacement within a period of each Issuing time deemed reasonable by the Administrative Agent as of the date on which the replacement entity executes such Assignment and Assumption and/or such other documentation, then such replaced Lender affected therebyshall be deemed to have executed and delivered such Assignment and Assumption and/or such other documentation as of such date and the Administrative Agent shall be entitled (but not obligated) to execute and deliver such Assignment and Assumption and/or such documentation on behalf of such replaced Lender.
Appears in 2 contracts
Samples: Credit Agreement (Hhgregg, Inc.), Credit Agreement (Hhgregg, Inc.)
Amendments, Waivers and Consents. Except as set forth below, any term, covenant, agreement or condition of this Agreement or any Any provision of the other Loan Credit Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment or waiver is in writing and is signed by (a) in the case of an amendmentthis Agreement, waiver or consent for which a substantially similar corresponding amendmentthe Borrowers, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) , and delivered to if the rights or duties of the Administrative Agent andAgent, in the Swingline Lender or any Issuing Bank are affected thereby, the Administrative Agent, the Swingline Lender or such Issuing Bank, as the case of an amendmentmay be, signed by the Credit Parties and (b) in the case of any other amendmentCredit Document, waiver or consent specifically impacting only this Agreement each party thereto and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent (with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and), in the case of an amendment, signed by the Credit Parties; provided, in each case, provided that:
(ai) no amendment or waiver shall (A) increase or extend any Commitment of any Lender without the consent of such Lender, or (B) reduce the amount of or postpone the date for any scheduled payment of any principal of or interest (including any reduction in the rate of interest unless such reduction is otherwise provided herein) on any Loan or Reimbursement Obligation or of any fee payable hereunder, without the consent of each Lender and Issuing Bank owed any such Obligation, (C) release any Collateral for any Collateralized Obligations (other than as provided in accordance with Section 8.4) without the consent of all Lenders, (D) release all or substantially all of the value of the Guaranties of the Guarantors under the Guaranty and Collateral Agreement or all or substantially all of the Collateral (except as expressly provided for in the Guaranty and Collateral Agreement, the Collateral Documents or Section 11.21) without the consent of all Lenders, (E) waive the provisions of Article IV hereof without in each such case the consent of all Lenders, (F) change any provision requiring ratable funding or sharing of payments without the consent of all Lenders or (G) amend or waive this Section 11.11, the definition herein of “Required Lenders” or the number of Lenders required to take any action under any other provision of the Credit Documents without the consent of each Lender directly and adversely affected thereby;
(ii) notwithstanding anything to the contrary herein, (A) any Borrowing Request may be amended with the consent of only the applicable Borrower and the Administrative Agent, (B) any Swingline Request may be amended with the consent of only the applicable Borrower and the Swingline Lender, (C) any Application may be amended with the consent of only the applicable Borrower and the applicable Issuing Bank and (D) any Letter of Credit may be amended only in accordance with Section 2.12; and
(iii) notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent shall hereunder (i) release and any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent to which by its terms requires the provisions consent of (i) Article XIII shall all Lenders or each affected Lender may be made without effected with the written consent of the Administrative Agent applicable Lenders other than Defaulting Lenders), except that (A) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (iiB) Article III without any waiver, amendment or modification requiring the written consent of all Lenders or each Issuing affected Lender that by its terms affects any Defaulting Lender more adversely than other affected therebyLenders shall require the consent of such Defaulting Lender.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Paragon Offshore Ltd.), Senior Secured Revolving Credit Agreement (Noble Corp PLC)
Amendments, Waivers and Consents. Except as set forth belowbelow or as provided in Section 4.8(a)(ii) or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended amended, consented to or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, consent or waiver or consent is in writing and is signed by the Borrower and the Required Lenders (or by the Borrower and the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent andAgent; provided, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other that no amendment, waiver or consent specifically impacting only shall:
(a) increase the Term Loan Commitment of any Lender (or reinstate any Term Loan Commitment terminated pursuant to Section 9.2) or the amount of Term Loans of any Lender, in any case, without the written consent of such Lender;
(b) postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment of principal, such amendmentinterest, waiver fees or consent is in writing signed by other amounts due to the Required Agreement Lenders (or by any of them) hereunder or under any other Loan Document, without the Administrative Agent with written consent of each Lender directly and adversely affected thereby;
(c) reduce the principal of, or the rate of interest specified herein on, any Term Loan or (subject to clause (ii) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that (i) only the consent of the Required Agreement LendersLenders shall be necessary to waive any obligation of the Borrower to pay interest at the rate set forth in Section 4.1(c) during the continuance of an Event of Default and delivered (ii) any amendment entered into pursuant to the Administrative Agent and, terms of Section 4.8(a)(ii) shall not constitute a reduction in the case rate of an amendmentinterest or fees for purposes of this clause (c);
(d) change Section 4.6 or Section 9.4 in a manner that would alter the pro rata sharing of payments or order of payments required thereby without the written consent of each Lender directly and adversely affected thereby;
(e) except as otherwise permitted by this Section 11.2 change any provision of this Section or reduce the percentages specified in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, signed waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
(f) consent to the assignment or transfer by the any Credit Parties; providedParty of such Credit Party’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 8.2), in each case, that:without the written consent of each Lender;
(ag) [Reserved]; or
(h) release all of the Subsidiary Guarantors or Subsidiary Guarantors with assets or operations constituting substantially all of the Consolidated Net Tangible Assets or Consolidated Net Income of the Borrower and its Subsidiaries, in any case, from the Subsidiary Guaranty Agreement (other than as authorized in Section 10.9), without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent shall (i) release any shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Credit Parties, Administrative Agent under this Agreement or any other Loan Document; and (ii) increase each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the amount parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of disapprove any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent to hereunder, except that (A) the provisions Term Loan Commitment of (i) Article XIII shall such Lender may not be made increased or extended without the written consent of the Administrative Agent such Lender and (iiB) Article III the maturity date of such Lender’s Term Loans or other Obligations may not be extended without the written consent of each Issuing Lender affected therebysuch Lender.
Appears in 2 contracts
Samples: Term Loan Agreement (Owens Corning), 364 Day Term Loan Agreement (Owens Corning)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit PartiesBorrower; provided, in each case, that:
(a) that no amendment, waiver or consent shall shall:
(ia) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; andthe Required Revolving Credit Lenders, amend, modify or waive (i) Section 6.2 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Credit Lenders (pursuant to, in the case of any such amendment to a provision hereof other than Section 6.2, any substantially concurrent request by the Borrower for a borrowing of Revolving Credit Loans) to make Revolving Credit Loans when such Revolving Credit Lenders would not otherwise be required to do so, (ii) the amount of the Swingline Commitment or (iii) the amount of the L/C Commitment;
(b) no amendmentincrease the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 10.2) or the amount of Loans of any Lender, waiver or consent to the provisions of (i) Article XIII shall be made in any case, without the written consent of such Lender;
(c) waive, extend or postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Administrative Agent and Lenders (iior any of them) Article III or any scheduled or mandatory reduction of the Revolving Credit Commitment hereunder or under any other Loan Document without the written consent of each Issuing Lender directly and adversely affected thereby.;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the proviso set forth in the paragraph below) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary (i) to waive any obligation of the Borrower to pay interest at the rate set forth in Section 5.1(c) during the continuance of an Event of Default or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder;
(e) change Section 5.6 or Section 10.4 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby;
Appears in 2 contracts
Samples: Credit Agreement (Patrick Industries Inc), Credit Agreement (Patrick Industries Inc)
Amendments, Waivers and Consents. Except as set forth below, Neither this Credit Agreement nor any term, covenant, agreement or condition of this Agreement or other Credit Document nor any of the other Loan Documents terms hereof or thereof may be amended amended, changed, waived, discharged or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, terminated unless such amendment, waiver change, waiver, discharge or consent termination is in writing signed by entered into by, or approved in writing by, the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan DocumentsBorrower, such amendmentPROVIDED, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each caseHOWEVER, that:
(a) no amendment, waiver or consent shall (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby, neither this Credit Agreement nor any other Credit Document may be amended to
(i) extend the final maturity of any Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(ii) reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or Fees hereunder,
(iii) reduce or waive the principal amount of any Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender),
(v) release the Borrower or, except in a transaction permitted under Section 8.4 or Section 8.5, substantially all of the other Credit Parties from its or their obligations under the Credit Documents,
(vi) amend, modify or waive any provision of this Section 11.6 or Section 3.14,
(vii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or
(viii) consent to the assignment or transfer by the Borrower or all or substantially all of the other Credit Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby;
(b) without the consent of the Administrative Agent, no provision of Section 10 may be amended; and
(bc) without the consent of the Issuing Lender, no amendmentprovision of Section 2.2 may be amended, waiver or and without the consent of the Swingline Lender, no provision of Section 2.3 may be amended. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of (iSection 1126(c) Article XIII shall be made without the written consent of the Administrative Agent Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (iiy) Article III without the written Required Lenders may consent to allow a Credit Party to use cash collateral in the context of each Issuing Lender affected therebya bankruptcy or insolvency proceeding.
Appears in 2 contracts
Samples: Credit Agreement (Tractor Supply Co /De/), Credit Agreement (Tractor Supply Co /De/)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other Borrower; provided, that no amendment, waiver or consent specifically impacting only shall:
(a) [Intentionally Omitted];
(b) increase the Revolving Credit Commitment of any Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender, in any case, without the written consent of such Lender;
(c) postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment of principal, such amendmentinterest, waiver fees or consent is in writing signed by other amounts due to the Required Agreement Lenders (or by any of them) hereunder or under any other Loan Document without the Administrative Agent with written consent of each Lender directly and adversely affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Agreement Lenders shall be necessary (i) to waive any obligation of the Borrower to pay interest at the rate set forth in Section 5.1(c) during the continuance of an Event of Default or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder;
(e) change Section 5.6 or 12.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby;
(f) [Intentionally Omitted];
(g) except as otherwise permitted by this Section 14.2 change any provision of this Section or reduce the percentages specified in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;
(h) and delivered consent to the Administrative Agent and, in the case assignment or transfer by any Credit Party of an amendment, signed by the such Credit Parties; providedParty’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 11.4), in each case, that:without the written consent of each Lender; or
(ai) release (i) the General Partner, (ii) all of the Subsidiary Guarantors or (iii) Subsidiary Guarantors comprising substantially all of the credit support for the Obligations, in any case, from the Guaranty Agreement (other than as authorized in Section 13.9), without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent shall (i) release any shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Issuing Lender under this Agreement or any Letter of Credit Parties, Application relating to any Letter of Credit issued or to be issued by it; (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the provisions Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. In connection with a proposed merger or consolidation of the Borrower in accordance with Section 11.4(h) to a corporation or limited partnership, the parties agree to effect, simultaneously with such transaction, all necessary and appropriate modifications to the terms and conditions of this Agreement and the other Loan Documents to which it is a party (including without limitation the ability of the Borrower to make payments under Section 11.6, taking into account the effect of any change in the tax status of the Borrower on its financial condition and the applicable financial covenants) to reflect the corporate existence of such successor corporation and any other matters in form acceptable to the Required Lenders; provided, that such modified terms and conditions convey to the parties substantially the same rights and obligations provided under the Loan Documents to which it is a party immediately prior to such transaction. Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent, to enter into amendments or modifications to this Agreement (including amendments to this Section 14.2) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Section 5.14 (including as applicable, (1) to permit the New Loans to share ratably in the benefits of this Agreement and the other Loan Documents and (2) to include the New Loan Revolving Credit Commitments or outstanding New Loans in any determination of (i) Article XIII Required Lenders or (ii) similar required lender terms applicable thereto); provided that no amendment or modification shall be made result in any increase in the amount of any Lender’s Revolving Credit Commitment or any increase in any Lender’s Revolving Credit Commitment Percentage, in each case, without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender such affected therebyLender.
Appears in 2 contracts
Samples: Credit Agreement (Amerigas Partners Lp), Credit Agreement (Amerigas Partners Lp)
Amendments, Waivers and Consents. (a) Except as set forth below, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, Lenders and any consent may be given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each case, that:
(a) that no amendment, waiver or consent shall (i) release any shall, without the consent of the Credit Partieseach Lender affected thereby, (iia) except as expressly contemplated in Section 2.9 and Section 2.10, increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iiib) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (ivc) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (vd) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vie) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, Obligation or (viif) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' ’ rights and obligations hereunder; provided further, no amendment, waiver or consent shall (1) without the consent of each Lender, (A) release any Guarantor from its guaranty hereunder other than upon the disposition by the Parent Borrower of its interest in such Guarantor, or upon the dissolution or liquidation of such Guarantor, in each case in accordance with the terms of this Agreement or (viiiB) amend the provisions of this Section 14.11 or the definition of “Required Lenders Lenders”, or Required (C) change any provision in this Agreement Lendersin a manner that would alter the pro rata sharing of payments required thereby, if any, (2) without the prior written consent of each Revolving A Lender, amend the definition of “Required Revolving A Lenders” or “Revolving A Optional Currency”, (3) without the consent of each Revolving B Lender, amend the definition of “Required Revolving B Lenders” or “Revolving B Optional Currency” and (4) without the consent of each Lender affected thereby; and
and the Administrative Agent, (bA) amend the definition of “Optional Currency”, or (B) amend the provisions of Section 2.11.1(a) or Section 2.11.3. In addition, no amendment, waiver or consent to the provisions of (i) Article XIII XII or Section 13.1.3 shall be made without the written consent of the Administrative Agent and Agent, (ii) Article III shall be made without the written consent of each Issuing Lender and (iii) Section 2.6 shall be made without the written consent of the Swingline Lender, and provided further that if any amendment, modification, waiver or consent would adversely affect the Revolving A Lenders relative to the Revolving B Lenders or vice versa, then such amendment, modification, waiver or consent shall require the written consent of the Required Revolving A Lenders or Required Revolving B Lenders, as the case may be. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders, the Required Lenders, or each affected therebyLender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders, the Required Lenders, or each affected Lender that by its terms affects any Defaulting Lender more adversely than other requisite affected Lenders shall require the consent of such Defaulting Lender.
(b) Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code (as now or hereafter in effect) supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 2 contracts
Samples: Credit Agreement (Brinks Co), Credit Agreement (Brinks Co)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit PartiesBorrower; provided, in each case, that:
(a) provided that no amendment, waiver or consent shall (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; andshall:
(ba) no amendment, waiver or consent to the provisions of (i) Article XIII shall be made without the written consent of the Administrative Agent and (ii) Article III waive any condition set forth in Section 6.02 without the written consent of each Issuing Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 10.02) or the amount of Loans of any Lender without the written consent of such Lender;
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby.;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Margin that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the rate set forth in Section 3.02
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Atlas Pipeline Holdings, L.P.), Revolving Credit and Term Loan Agreement (Atlas Pipeline Partners Lp)
Amendments, Waivers and Consents. Except as set forth below, any term, covenant, agreement or condition of this Agreement or any Any provision of the other Loan -------------------------------- Credit Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment or waiver is in writing and is signed by (a) in the case of an amendmentBorrower, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of b) the Required Lenders, and (c) and delivered to if the rights or duties of the Administrative Agent, the Syndication Agent, the Documentation Agent andor the Senior Managing Agent are affected thereby, in the Administrative Agent, the Syndication Agent, the Documentation Agent or the Senior Managing Agent, as the case of an amendmentmay be, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each case, provided that:
(ai) no amendment, amendment or waiver or consent shall (i) release any of the Credit Parties, (iiA) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans Commitment Amount without the consent of all Lenders or issue increase any Commitment of any Lender without the consent of such Lender, or participate in Letters (B) postpone the Maturity Date without the consent of Creditall Lenders, (iii) extend or reduce the originally amount of or postpone the date for any scheduled time or times of payment of the any principal of or interest (including, without limitation, any Revolving Credit reduction in the rate of interest unless such reduction is otherwise provided herein) on any Loan or Reimbursement Obligation or of any fee payable hereunder, without the time or times consent of payment of interest or fees on each Lender owed any Revolving Credit Loan or Reimbursement such Obligation, or (ivC) reduce the rate of interest or fees payable on release any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of Collateral for any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment Collateralized Obligations (other than as specifically permitted provided in accordance with Section 7.4) without the consent of all Lenders; and
(ii) no amendment or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend waiver shall, unless signed by each Lender, change the provisions of this Section 14.11 10.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent number of each Lender affected thereby; and
(b) no amendment, waiver or consent Lenders required to the provisions of (i) Article XIII shall be made without the written consent take any action under any other provision of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected therebyCredit Documents.
Appears in 2 contracts
Samples: Credit Agreement (Transocean Sedco Forex Inc), 364 Day Credit Agreement (Transocean Sedco Forex Inc)
Amendments, Waivers and Consents. Except as set forth belowin this Section below or as specifically provided in any Loan Document (including as set forth in Section 5.16), any term, covenant, agreement or condition provision of this Agreement or any of the other Loan Documents may be amended amended, supplemented, modified or waived by the Lenderswaived, and any consent given by the Lendersmay be given, ifpursuant to an agreement in writing signed, but only if, (a) in the case of an amendmentthis Agreement, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) Borrower, or in the case of any other Loan Document, pursuant to an agreement entered into by the Administrative Agent and the Credit Party or Credit Parties that are party thereto, with the written consent of the Required Lenders; provided, that no such amendment, supplement, modification, waiver or consent specifically impacting shall:
(a) increase the Commitment of any Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 10.2) or the amount of Loans of any Lender, in any case, without the written consent of such Lender (it being understood that no amendment, supplement, modification, termination, waiver or consent with respect to any condition (except as set forth in clause (h) below), covenant or Default shall constitute an increase in the Commitment or Loan of any Lender);
(b) waive, extend or postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby;
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary (i) to waive any obligation of the Borrower to pay interest at the rate set forth in Section 5.1(c) during the continuance of an Event of Default or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder;
(d) change Section 5.6 or Section 10.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby;
(e) change Section 4.4(b)(vi) in a manner that would alter the order of application of amounts prepaid pursuant thereto without the written consent of each Lender directly and adversely affected thereby;
(f) except as otherwise permitted by this Section 12.2 change any provision of this Section or reduce the percentages specified in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly and affected thereby;
(g) consent to the assignment or transfer by any Credit Party of such Credit Party’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 9.4), in each case, without the written consent of each Lender;
(h) waive any condition precedent to the Funding Date set forth in Section 6.2 and Section 6.3 or extend the Credit Agreement Outside Date without the written consent of each Lender;
(i) release all or substantially all of the value of the guarantees of the Subsidiary Guarantors under the Guarantee and Collateral Agreement (other than as authorized in Section 12.16), without the written consent of each Lender; or
(j) release all or substantially all of the Collateral without the written consent of each Lender (other than as authorized in Section 12.16); provided further, that (i) no amendment, supplement, modification, waiver or consent shall, unless in writing and signed by each Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Issuing Lenders under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by such Issuing Lender; (ii) no amendment, supplement, modification, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, supplement, modification, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) each of the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (v) any Letter of Credit Application may be amended, supplemented or modified in a writing executed only by the Borrower and the applicable Issuing Lender; (vi) any Letter of Credit shall be amended in accordance with Sections 3.1 and 3.2; (vii) any Notice of Borrowing, Notice of Conversion/Continuation or Notice of Prepayment may be amended, supplemented or modified with the consent only of the Borrower and the Administrative Agent; (viii) any amendment, supplement, modification, waiver or consent that solely relates to one Class of Loans or Commitments can be approved by Lenders having, at such time, outstanding Loans and unused Commitments of such Class, and with respect to Revolving Credit Lenders, participations in L/C Obligations and Swingline Loans, representing more than 50% of all outstanding Loans and unused Commitments of such Class, and with respect to Revolving Credit Lenders, all participations in L/C Obligations and Swingline Loans, at such time (but disregarding any such unfunded Commitments, Loans or participations of any Defaulting Lender); and (ix) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, supplement, modification, waiver or consent hereunder or under any other Loan Document (and any amendment, supplement, modification, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that the Commitment of such Lender may not be increased or extended, the principal of, or the rate of interest specified herein on, any Loan of such Lender may not be reduced or the final maturity thereof extended, without the consent of such Lender (provided that no Defaulting Lender shall have any right to approve (i) any waiver of any obligation of the Borrower to pay interest at the rate set forth in Section 5.1(c) during the continuance of an Event of Default or (ii) any amendment of any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder). Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent, to enter into amendments, supplements or modifications to this Agreement (including, without limitation, amendments to this Section 12.2) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Section 5.13 (including, without limitation, as applicable, (1) to permit the Incremental Term Loans and the Incremental Revolving Credit Increases to share ratably in the benefits of this Agreement and the other Loan DocumentsDocuments and (2) to include the Incremental Term Loan Commitments and the Incremental Revolving Credit Increase, such amendmentas applicable, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) outstanding Incremental Term Loans and delivered to the Administrative Agent andoutstanding Incremental Revolving Credit Increase, as applicable, in any determination of (i) Required Lenders or (ii) similar required lender terms applicable thereto); provided that no amendment or modification shall result in any increase in the case amount of an amendment, signed by the Credit Parties; providedany Lender’s Commitment or any increase in any Lender’s Commitment Percentage, in each case, that:
(a) no amendment, waiver or consent shall (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent to the provisions of (i) Article XIII shall be made without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender such affected therebyLender.
Appears in 2 contracts
Samples: Credit Agreement (CST Brands, Inc.), Credit Agreement (CST Brands, Inc.)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties Company and (b) in the case of any other each Designated Borrower; provided, that no amendment, waiver or consent specifically impacting only shall:
(a) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11.2) or the amount of Loans of any Lender without the written consent of such Lender;
(b) waive, extend or postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment of principal, such amendmentinterest, waiver fees or consent is in writing signed by other amounts due to the Required Agreement Lenders (or by any of them) hereunder or under any other Loan Document without the Administrative Agent with written consent of each Lender directly and adversely affected thereby;
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (v) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Agreement Lenders shall be necessary to waive any obligation of the Borrowers to pay interest at the rate set forth in Section 4.1(c) during the continuance of an Event of Default;
(d) permit the Issuing Lender (or the L/C Agent and the Several Issuing Lenders) and delivered to issue any Letter of Credit that expires on a date later than the fifth (5th) Business Day prior to the Administrative Agent andMaturity Date without the written consent of each Revolving Credit Lender, unless cash-collateralized in a manner reasonably acceptable to the case of an amendment, signed by the Credit Parties; provided, in each case, that:applicable Issuing Lender;
(ae) change Section 4.4, 4.6 or 11.5 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby;
(f) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
(g) change the definitions of Alternative Currency or Permitted Currency without the written consent of each Revolving Credit Lender; or
(h) release the Company from Article XIV hereof without the consent of each Lender; provided further, that (i) no amendment, waiver or consent shall (i) release shall, unless in writing and signed by the applicable Issuing Lender in addition to the Lenders required above, affect the rights or duties of such Issuing Lender under this Agreement or any Letter of the Credit Parties, Application relating to any Letter of Credit issued or to be issued by it; (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent shall, unless in writing and signed by each Several Issuing Lenders in addition to the provisions Lenders required above, affect the rights or duties of such Several Issuing Lender under this Agreement or any Letter of Credit Application relating to any Several Letter of Credit issued or to be issued by it; (iii) Article XIII no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Japanese Yen Lender in addition to the Lenders required above, affect the rights or duties of the Japanese Yen Lender under this Agreement; (iv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (A) the Commitment of any Defaulting Lender may not be made increased or extended without the consent of such Lender and (B) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender. In addition, notwithstanding anything to the contrary contained herein, each Lender hereby authorizes the Administrative Agent on its behalf, and without its further consent, to enter into amendments to this Agreement and the other Loan Documents as the Administrative Agent may reasonably deem appropriate in order to effectuate any increase in the Aggregate Commitment pursuant to Section 2.7, including, without limitation, amendments to permit such increases in the Aggregate Commitment to share ratably in the benefits of this Agreement and the other Loan Documents and to include appropriately any Lenders under such increases in the Aggregate Commitment in any determination of the Required Lenders; provided that no such amendment shall adversely affect in any material respect the rights of any Lender, in each case, without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected therebysuch Lender.
Appears in 2 contracts
Samples: Revolving Credit Agreement (BlackRock Inc.), Revolving Credit Agreement (BlackRock Inc.)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrowers and any other Credit Parties and Party which is a party thereto; provided, that no amendment, waiver or consent shall:
(bi) without the prior written consent of the Required Revolving Credit Lenders, amend, modify or waive (A) Section 6.2 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Credit Lenders (pursuant to, in the case of any such amendment to a provision hereof other amendmentthan Section 6.2, waiver any substantially concurrent request by the Borrower Agent for a borrowing of Revolving Credit Loans) to make Revolving Credit Loans when the Revolving Credit Lenders would not otherwise be required to do so, (B) the Maximum Swingline Amount or (C) the amount of the L/C Commitment, or (ii) without the prior written consent specifically impacting only of all Revolving Credit Lenders, amend, modify or waive the definition of the term “Borrowing Base”;
(b) increase the Revolving Credit Commitment of any Revolving Credit Lender, the Maximum Swingline Amount of the Swingline Lender or the L/C Commitment of the Issuing Lender (or reinstate any Revolving Credit Commitment or the L/C Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender, in any case, without the written consent of such Lender;
(c) postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment (including any or mandatory prepayment) of principal, such amendmentinterest, waiver fees or consent is in writing signed by other amounts due to the Required Agreement Lenders (or by any of them) or any scheduled or mandatory reduction of the Administrative Agent with Revolving Credit Commitment hereunder or under any other Loan Document, in each case without the written consent of each Lender directly and adversely affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the second proviso to this Section below) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Agreement Lenders shall be necessary (i) to waive any obligation of the Borrowers to pay interest at the rate set forth in Section 5.1(c) during the continuance of an Event of Default or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder;
(e) change Section 5.6 or Section 12.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby;
(f) change Section 4.4(b)(v) in a manner that would alter the order of application of amounts prepaid pursuant thereto without the written consent of each Lender directly and adversely affected thereby;
(g) change any provision of this Section or reduce the percentages specified in the definition of “Required Lenders,” “Required Revolving Credit Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;
(h) and delivered consent to the Administrative Agent and, in the case assignment or transfer by any Credit Party of an amendment, signed by the such Credit Parties; providedParty’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 11.4), in each case, that:without the written consent of each Lender;
(ai) release any Guarantor from any Guaranty Agreement (other than as authorized in Section 13.9), without the written consent of each Lender; or
(j) release any material portion of the Collateral or release any Security Document (other than as authorized in Section 13.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent shall (i) release any shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Issuing Lender under this Agreement or any Letter of Credit Parties, Application relating to any Letter of Credit issued or to be issued by it; (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the provisions Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iiii) Article XIII shall be made without no amendment, waiver or consent shall, unless in writing and signed by the written consent Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto and (iiv) Article III 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 Class (but not the Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by the Borrowers and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Credit Commitment of such Lender may not be increased or extended without the written consent of each Issuing Lender affected therebysuch Lender.
Appears in 2 contracts
Samples: Credit Agreement (Alon Brands, Inc.), Credit Agreement (Alon USA Energy, Inc.)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall:
(a) without the prior written consent of the Lenders holding more than 50% of the unfunded Revolving Commitments, amend, modify or waive (i) Section 6.2 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Credit Parties and Lenders (b) pursuant to, in the case of any such amendment to a provision hereof other amendmentthan Section 6.2, waiver any substantially concurrent request by the Borrower for a borrowing of Revolving Credit Loans) to make Revolving Credit Loans when such Revolving Credit Lenders would not otherwise be required to do so, (ii) the amount of the Swingline Commitment or (iii) the amount of the L/C Sublimit; or
(b) increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 10.2) or the amount of Loans of any Lender, in any case, without the written consent specifically impacting only of such Lender; or
(c) waive, extend or postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment or mandatory prepayment of principal, such amendmentinterest, waiver fees or consent is in writing signed by other amounts due to the Required Agreement Lenders (or by any of them) hereunder or under any other Loan Document without the Administrative Agent with written consent of each Lender directly and adversely affected thereby; or
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the proviso set forth in the paragraph below) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Agreement Lenders shall be necessary (i) to waive any obligation of the Borrower to pay interest at the rate set forth in Section 5.1(b) during the continuance of an Event of Default or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder; or
(e) change Section 5.6 or Section 10.4 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; or
(f) change Section 4.4(b)(vi) in a manner that would alter the order of application of amounts prepaid pursuant thereto without the written consent of each Lender directly and adversely affected thereby; or
(g) except as otherwise permitted by this Section 12.2 change any provision of this Section or reduce the percentages specified in the definitions of “Required Lenders,” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; or
(h) and delivered consent to the Administrative Agent and, in the case assignment or transfer by any Credit Party of an amendment, signed by the such Credit Parties; providedParty’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 9.4), in each case, that:without the written consent of each Lender; or
(ai) release (i) all of the Guarantors or (ii) Guarantors comprising substantially all of the credit support for the Secured Obligations, in any case, from the Guaranty Agreement (other than as authorized in Section 11.9 or as otherwise specifically permitted or contemplated in this Agreement or the Guaranty Agreement), without the written consent of each Lender; or
(j) release all or substantially all of the Collateral or release any Security Document (other than as authorized in Section 11.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent shall (i) release shall, unless in writing and signed by each affected Issuing Lender in addition to the Lenders required above, affect the rights or duties of such Issuing Lender under this Agreement or any Letter of the Credit Parties, Application relating to any Letter of Credit issued or to be issued by it; (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the provisions Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (v) each Letter of Credit Application may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; provided that a copy of such amended Letter of Credit Application shall be promptly delivered to the Administrative Agent upon such amendment or waiver and (vi) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Credit Commitment of such Lender may not be increased or extended without the consent of such Lender. Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent, to enter into amendments or modifications to this Agreement (including, without limitation, amendments to this Section 12.2) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Section 5.13 (including, without limitation, as applicable, (1) to permit the Incremental Term Loans and the Incremental Revolving Credit Increases to share ratably in the benefits of this Agreement and the other Loan Documents and (2) to include the Incremental Term Loan Commitments and the Incremental Revolving Credit Increase, as applicable, or outstanding Incremental Term Loans and outstanding Incremental Revolving Credit Increase, as applicable, in any determination of (i) Article XIII Required Lenders or (ii) similar required lender terms applicable thereto); provided that no amendment or modification shall be made result in any increase in the amount of any Lender’s Commitment or any increase in any Lender’s Commitment Percentage, in each case, without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender such affected therebyLender.
Appears in 2 contracts
Samples: Credit Agreement (Copart Inc), Credit Agreement (Copart Inc)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other Borrowers; provided, that no amendment, waiver or consent specifically impacting only shall:
(a) extend or increase the Revolving Credit Commitment of any Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 10.2) or the amount of Loans of any Lender without the written consent of such Lender;
(b) postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment (excluding mandatory prepayments) of principal, such amendmentinterest, waiver fees or consent is in writing signed by other amounts due to the Required Agreement Lenders (or by any of them) hereunder or under any other Loan Document without the Administrative Agent with written consent of each Lender directly affected thereby;
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Agreement LendersLenders shall be necessary to waive any obligation of the Borrowers to pay interest at the rate set forth in Section 4.1(c) and delivered to during the Administrative Agent and, in the case continuance of an amendment, signed by Event of Default;
(d) (i) change Section 4.4 in a manner that would alter the Credit Parties; providedpro rata sharing of payments required thereby or (ii) change Section 10.4 in a manner that would alter the order of application of amounts prepaid pursuant thereto, in each case, that:without the written consent of each Lender directly affected thereby;
(ae) change Section 12.10 in manner that would further restrict the assignment provisions thereunder, without the written consent of each Lender;
(f) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
(g) release any Guarantor from the Guaranty Agreement (other than as authorized in Section 11.9), without the written consent of each Lender;
(h) release all or substantially all of the Collateral or release any Security Document (other than as authorized in Section 11.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender;
(i) permit any Extension of Credit to be made if after giving effect thereto the aggregate amount of Extensions of Credit would exceed the Borrowing Base Amount for more than sixty (60) consecutive days or exceed one hundred and ten percent (110%) of the Borrowing Base Amount without the written consent of each Lender; or
(j) increase the Advance Rates above the Advance Rates in effect on the Closing Date without the written consent of each Lender. provided further, that (i) no amendment, waiver or consent shall (i) release shall, unless in writing and signed by each Issuing Bank in addition to the Lenders required above, affect the rights or duties of such Issuing Bank under this Agreement or any Letter of the Credit Parties, Application relating to any Letter of Credit issued or to be issued by it; (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the provisions Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iiii) Article XIII shall be made without no amendment, waiver or consent shall, unless in writing and signed by the written consent Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) no amendment, waiver or consent shall, unless in writing and signed by the Syndication Agent or the Arranger in addition to the Lenders required above, affect the rights or duties of the Syndication Agent or the Arranger, respectively, under Section 4.3(b), 11.7, 11.8, 12.3 or 12.14 of this Agreement; and (v) any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Credit Commitment of such Lender may not be increased or extended without the consent of such Lender. Notwithstanding the foregoing, the Administrative Agent may at its discretion and without the consent of the Required Lenders or the Borrowers, (i) voluntarily permit the outstanding Extensions of Credit at any time to exceed the Borrowing Base Amount and the Revolving Credit Commitments so long as the aggregate amount of all outstanding Extensions of Credit does not exceed the lesser of (A) one hundred and ten percent (110%) of the Borrowing Base Amount and (B) $27,500,000, for up to thirty (30) consecutive days and (ii) Article III without increase the written consent Additional Reserves (which increases, the Borrowers acknowledge, may limit or restrict the Extensions of each Issuing Lender affected therebyCredit requested by the Borrowers). For purposes of clause (i) of the immediately preceding sentence, the discretion granted to the Administrative Agent hereunder shall not preclude involuntary overadvances that may result from time to time due to the fact that the Borrowing Base Amount was unintentionally exceeded for any reason, including if Collateral previously deemed to be “Eligible Receivables” becomes ineligible, collections of Receivables applied to reduce outstanding Extensions of Credit are thereafter returned for insufficient funds or overadvances are made to protect or preserve the Collateral. In the event the Administrative Agent involuntarily permits the outstanding Extensions of Credit to exceed the Borrowing Base Amount by more than ten percent (10%), the Administrative Agent shall decrease such excess in as expeditious a manner as is practicable under the circumstances and not inconsistent with the reason for such excess. Extensions of Credit made after the Administrative Agent has determined the existence of involuntary overadvances shall be deemed to be involuntary overadvances and shall be decreased in accordance with the preceding sentence.
Appears in 2 contracts
Samples: Credit Agreement (Broadview Networks Holdings Inc), Credit Agreement (Broadview Networks Holdings Inc)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other Borrower; provided, that no amendment, waiver or consent shall:
(a) increase or extend the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 10.2) or increase the amount of Loans of any Lender, in any case, without the written consent of such Lender;
(b) waive, extend or postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding any payment required by Section 4.4(b)(i), 4.4(b)(ii), 4.4(b)(iii), or 4.4(b)(iv)) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby;
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the proviso set forth in the paragraph below) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary (i) to waive any obligation of the Borrower to pay interest at the rate set forth in Section 5.1(b) during the continuance of an Event of Default or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder;
(d) change Section 5.6 or Section 10.4 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby;
(e) change Section 4.4(b)(v) in a manner that would alter the order of application of amounts prepaid pursuant thereto without the written consent of each Lender directly and adversely affected thereby;
(f) except as otherwise permitted by this Section 12.2, change any provision of this Section or reduce the percentages specified in the definitions of “Required Lenders” or “Required Revolving Credit Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;
(g) consent to the assignment or transfer by any Credit Party of such Credit Party’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 9.4), in each case, without the written consent of each Lender;
(h) release (i) all of the Subsidiary Guarantors or (ii) Subsidiary Guarantors comprising substantially all of the credit support for the Secured Obligations, in any case, from the Subsidiary Guaranty Agreement (other than as authorized in Section 11.9), without the written consent of each Lender;
(i) release or subordinate the Liens on all or substantially all of the Collateral granted to or held by the Administrative Agent under any Loan Document (other than as authorized in Section 11.9 or as otherwise specifically impacting permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender;
(i) waive any condition precedent to any Extension of Credit under the Revolving Credit Facility set forth in Section 6.2 or (ii) amend or otherwise modify Section 6.2, if the effect of such amendment or modification is to require the Revolving Credit Lenders to make Revolving Credit Loans (pursuant to a substantially concurrent request by the Borrower) when such Revolving Credit Lenders would not otherwise be required to do so, in each case, without the written consent of the Required Revolving Credit Lenders; or
(k) amend, waive or otherwise modify the definition of “Financial Covenant” or any provision of Section 9.14 (or any defined terms used therein, but only for purposes of Section 9.14 and not for any other purposes, including, without limitation, any pro forma compliance or incurrence tests) or waive any Event of Default resulting from a breach of the Financial Covenant, in each case without the written consent of the Required Revolving Credit Lenders; provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each affected Issuing Lender in addition to the Lenders required above, affect the rights or duties of such Issuing Lender under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) the Engagement Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (v) each Letter of Credit Application may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; provided that a copy of such amended Letter of Credit Application shall be promptly delivered to the Administrative Agent upon such amendment or waiver, (vi) the Required Revolving Credit Lenders may (x) amend or otherwise modify the Financial Covenant or, solely for purposes of the Financial Covenant, the defined terms used, directly or indirectly, therein, or (y) waive any noncompliance with the Financial Covenant or any Event of Default resulting from any such noncompliance, in each case without the consent of any other Lenders and (vii) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (A) the Revolving Credit Commitment of such Lender may not be increased or extended without the consent of such Lender, and (B) any amendment, waiver or consent hereunder which requires the consent of all Lenders or each affected Lender that by its terms disproportionately and adversely affects any such Defaulting Lender relative to other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent, to enter into amendments or modifications to this Agreement (including, without limitation, amendments to this Section 12.2) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Sections 5.13, 5.16 and 5.17 (including, without limitation, as applicable, (1) to permit the Incremental Term Loans and the Revolving Credit Facility Increases to share ratably in the benefits of this Agreement and the other Loan Documents, such amendment(2) to include the Incremental Increases, waiver as applicable, or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) outstanding Incremental Term Loans and delivered to the Administrative Agent andoutstanding Revolving Credit Facility Increases, as applicable, in any determination of (i) Required Lenders or (ii) similar required lender terms applicable thereto); provided that no amendment or modification shall result in any increase in the case amount of an amendment, signed by the Credit Parties; providedany Lender’s Commitment or any increase in any Lender’s Commitment Percentage, in each case, that:
(a) no amendment, waiver or consent shall (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent to the provisions of (i) Article XIII shall be made without the written consent of the Administrative Agent such affected Lender and (ii3) Article III to make amendments to any outstanding tranche of Term Loans to permit any Incremental Term Loans or Commitments relating thereto to be “fungible” (including, without limitation, for purposes of the written consent Code) with such tranche of each Issuing Lender affected therebyTerm Loans, including, without limitation, increases in the Applicable Margin or any fees payable to such outstanding tranche of Term Loans or providing such outstanding tranche of Term Loans with the benefit of any call protection or covenants that are applicable to the proposed Incremental Term Loans or Commitments relating thereto; provided that any such amendments or modifications to such outstanding tranche of Term Loans shall not directly adversely affect the Lenders holding such tranche of Term Loans without their consent.
Appears in 2 contracts
Samples: Credit Agreement (Switch, Inc.), Credit Agreement (Switch, Inc.)
Amendments, Waivers and Consents. Except as set forth below, as set forth in Section 3.13(a)(D) or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit PartiesBorrower; provided, in each case, that:
(a) that no amendment, waiver or consent shall shall:
(i) release any of the Credit Parties, (iia) increase any Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.2) or the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on Lender, in any Revolving Credit Loan or Reimbursement Obligationcase, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent to the provisions of (i) Article XIII shall be made without the written consent of such Lender;
(b) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Administrative Agent and Lenders (iior any of them) Article III hereunder or under any other Loan Document without the written consent of each Issuing Lender directly and adversely affected thereby;
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the rate set forth in Section 3.1 (c) during the continuance of an Event of Default;
(d) change Section 3.6 or Section 8.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby;
(e) change any provision of this Section or reduce the percentages specified in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;
(f) consent to the assignment or transfer by the Borrower of the Borrower’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 7.3), in each case, without the written consent of each Lender; Notwithstanding anything in this Agreement to the contrary, each Lender hereby (i) agrees to be bound by any Joinder Agreement contemplated by Section 3.13(a)(D); provided that no such Joinder Agreement shall result in any increase in the amount of any Lender’s Commitments or any increase in any Lender’s Commitment Percentage, in each case, without the written consent of such affected Lender and (ii) agrees that any amendment contemplated by the last sentence of the definition of “Applicable Margin” shall (in so far as it merely provides for the substitution of one or more new debt rating providers and does not change the amount of the margins set forth in the table in such definition) not be deemed an amendment subject to clause (c) above. Notwithstanding the foregoing, no amendment or amendment and restatement of this Agreement which is in all other respects approved by the Lenders in accordance with this Section 10.2 shall require the consent or approval of any Lender (i) which immediately after giving effect to such amendment or amendment and restatement, shall have no Commitment or other obligation to maintain or extend credit under this Agreement (as so amended or amended and restated), including, without limitation, any obligation in respect of any participation in any Swing Line Loan and (ii) which, substantially contemporaneously with the effectiveness of such amendment or amendment and restatement, shall have been paid in full all amounts owing to it hereunder (including, without limitation principal, interest and fees). From and after the effectiveness of any such amendment or amendment and restatement, any such Lender shall be deemed to no longer be a “Lender” hereunder or a party hereto; provided, that any such Lender shall retain the benefit of indemnification and other provisions hereof which, by the terms hereof would survive a termination of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Hormel Foods Corp /De/)
Amendments, Waivers and Consents. Except as set forth belowThis Agreement may be amended, and the observance of any termterm hereof may be waived (either retroactively or prospectively) with (and only with) the written consent of the Company and (i) (x) with respect to any amendment or waiver relating to this Section 22(c) or Section 2, covenantSection 3, agreement Section 7, Section 8, Section 10, Section 12 or condition Section 13 of this Agreement, the Purchaser and (y) with respect to any amendment or waiver relating to this Section 22(c) or Section 7, Section 10, Section 12 or Section 13 of this Agreement, BAS or (ii) with respect to any amendment or waiver relating to any provision of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) not listed in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each case, that:
(a) no amendment, waiver or consent shall clause (i) release any above, Holders of a majority in aggregate principal amount at Stated Maturity of the Credit Parties, (ii) increase the amount Notes; provided that no such amendment or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenderswaiver may, without the prior written consent of the Holder of each Lender Note then outstanding and affected thereby; and:
(b) no amendment, waiver or consent to the provisions of (i) Article XIII shall be made without change the written consent Stated Maturity of the Administrative Agent and principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which any Note or any premium or the interest thereon are payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date), or
(ii) Article III without amend, change or modify the written obligation of the Company to make and consummate an Excess Proceeds Offer with respect to any Asset Sale in accordance with the covenant described under Section 5(j) hereof or the obligation of the Company to make and consummate a Change of Control offer in the event of a Change of Control in accordance with Section 5(o) hereof, including, in each case, amending, changing or modifying any definition relating thereto;
(iii) reduce the percentage in principal amount of outstanding Notes, the consent of each Issuing Lender affected therebywhose Holders is required for any waiver of compliance with certain provisions of, or certain defaults and their consequences provided for under, this Agreement, or
(iv) waive a Default or Event of Default in the payment of principal of, or premium, if any, or interest on the Notes or reduce the percentage or aggregate principal amount of outstanding Notes the consent of whose Holders is necessary for waiver of compliance with certain provisions of this Agreement or for waiver of certain Defaults or Events of Default, or
(v) modify the ranking or priority of the Notes or the Guarantee of any Guarantor, or
(vi) release any Guarantor from any of its obligations under its Guarantee or this Agreement other than in accordance with the terms of this Agreement, or
(vii) make any change in the preceding amendment and waiver provisions.
Appears in 2 contracts
Samples: Note Purchase Agreement (Signal Medical Services), Note Purchase Agreement (Jw Childs Equity Partners Ii Lp)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in Company, on behalf of the case of any other Borrowers; provided, that no amendment, waiver or consent specifically impacting only shall:
(a) waive any condition set forth in Section 5.2 without the written consent of each Lender directly affected thereby;
(b) amend Section 11.1 or waive any of the conditions, or waive any Default or Event of Default, for purposes of waiving any of the conditions set forth in Section 5.3 without the prior written consent of any combination of Lenders whose Revolving Credit Commitments aggregate more than fifty percent (50%) of the Aggregate Commitment;
(c) extend or increase the Revolving Credit Commitment of any Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 11.2) or the amount of Loans of any Lender without the written consent of such Lender;
(d) postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment or mandatory prepayment of principal, such interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, except as set forth in Section 2.8 and 2.9;
(e) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document, or change the manner of computation of any financial ratio (including any change in any applicable defined term) used in determining the Applicable Margin that would result in a reduction of any interest rate on any Loan or any fee payable hereunder without the written consent of each Lender directly affected thereby; provided that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrowers to pay interest at the rate set forth in Section 4.1(d) during the continuance of an Event of Default;
(f) change Section 4.4 or Section 11.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby;
(g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; or
(h) release all of the Subsidiary Guarantors or release Subsidiary Guarantors comprising substantially all of the credit support for the Obligations, in either case, from the Subsidiary Guaranty Agreement (other than as authorized in Section 12.9), without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent is shall, unless in writing and signed by the Required Agreement Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent with in addition to the consent Lenders required above, affect the rights or duties of the Required Agreement Lenders) and delivered to the Administrative Agent andunder this Agreement or any other Loan Document; (iii) the Engagement Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto and (iv) each Lender (and in the case of an amendment, signed by the Company, on behalf of the Borrowers) who has consented in writing to any amendment, waiver or consent under this Agreement shall be deemed to have consented in writing to a corresponding amendment, waiver or consent under the Existing Credit Parties; provided, in each case, that:
(a) no Agreement and such amendment, waiver or consent shall be deemed to be effective as to such Lender (i) release any and in the case of an amendment, the Company, on behalf of the Credit Parties, (iiBorrowers) increase the amount or extend the time as if effected pursuant to Section 13.2 of the obligation of Existing Credit Agreement. Notwithstanding anything to the Lenders contrary herein, no Defaulting Lender shall have any right to make Revolving Credit Loans approve or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of disapprove any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent to hereunder, except that the provisions Revolving Credit Commitment of (i) Article XIII shall such Lender may not be made increased or extended without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected therebysuch Lender.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Family Dollar Stores Inc), 364 Day Credit Agreement (Family Dollar Stores Inc)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Canadian Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties Borrower and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit PartiesBorrower; provided, in each case, that:
(a) that no amendment, waiver or consent shall (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; andshall:
(ba) no amendment, waiver or consent to the provisions of (i) Article XIII shall be made without the written consent of the Administrative Agent and (ii) Article III waive any condition set forth in Section 5.2 without the written consent of each Issuing Lender directly affected thereby;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11.2) or the amount of Loans of any Lender without the written consent of such Lender;
(c) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, that only the consent of the Required Lenders shall be necessary in order to waive (in whole or in part) any prepayment required pursuant to Section 8.2(b).
Appears in 2 contracts
Samples: Credit Agreement (Bowater Inc), Credit Agreement (AbitibiBowater Inc.)
Amendments, Waivers and Consents. Except as set forth below, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Requisite Lenders (or by the Administrative Agent with the consent of the Required Requisite Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit PartiesBorrowers; provided, in that without the prior written consent of each case, that:
(a) Lender no amendment, waiver or consent shall shall: (i) release any increase the Facility Amount, the Revolving Sublimit or the Letter of the Credit PartiesSublimit, (ii) increase postpone the amount Maturity Date or extend change the time date on which any monthly payment of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, interest is due; (iii) extend reduce the originally scheduled time or times of payment of the principal of Interest Rate payable on any Revolving Credit Loan or Reimbursement Obligation Letter of Credit Advance, or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, Fee; (iv) reduce amend the rate "Advance Rate" percentage set forth in the chart that is part of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, Section 3.3; (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit PartiesBorrowers' rights and obligations hereunder hereunder; (vi) release Guarantor; (vii) release any Collateral or consent to the transfer, pledge, mortgage or assignment of any Collateral, other than as specifically provided in this Agreement; or (viii) amend the provisions of this Section 14.11 or 11.10, the definition of Required Requisite Lenders or Required any other provision of this Agreement Lendersspecifying the number or percentage of Lenders required to (a) amend, without the prior written consent waive or otherwise modify any rights of each Lender affected thereby; and
Lenders hereunder, (b) make any determination that is to be made by Lenders or (c) grant any consent that is required to be obtained from Lenders. In addition, no amendment, amendment or waiver or consent to of the provisions of (i) this Article XIII XI shall be made without the written consent of the Administrative Agent and (ii) Article III no Lender's Commitment may be increased without the written consent of each Issuing Lender affected therebysuch Lender's consent.
Appears in 1 contract
Samples: Revolving Credit Loan Agreement (Orleans Homebuilders Inc)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other Borrower; provided, that no amendment, waiver or consent specifically impacting only shall:
(a) increase the Revolving Credit Commitment of any Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 9.2) or the amount of Loans of any Lender, in any case, without the written consent of such Lender;
(b) postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment of principal, such amendmentinterest, waiver fees or consent is in writing signed by other amounts due to the Required Agreement Lenders (or by any of them) hereunder or under any other Loan Document without the Administrative Agent with written consent of each Lender directly and adversely affected thereby;
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Agreement Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the rate set forth in Section 4.1(c) during the continuance of an Event of Default;
(d) change Section 4.6 or Section 9.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby;
(e) except as otherwise permitted by this Section 11.2 change any provision of this Section or reduce the percentages specified in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;
(f) and delivered consent to the Administrative Agent and, in the case assignment or transfer by any Credit Party of an amendment, signed by the such Credit Parties; providedParty’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 8.1), in each case, that:without the written consent of each Lender;
(ag) release all of the Subsidiary Guarantors or the Subsidiary Guarantors comprising substantially all of the credit support for the Obligations, in any case, from the Subsidiary Guaranty Agreement (other than as authorized in Section 10.9), without the written consent of each Lender; or
(h) release all or substantially all of the Collateral or terminate the Collateral Agreement (other than pursuant to a Collateral Release, as authorized in Section 10.9 or as otherwise specifically permitted or contemplated in this Agreement or the Collateral Agreement) without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent shall (i) release shall, unless in writing and signed by each Issuing Lender in addition to the Lenders required above, affect the rights or duties of such Issuing Lender under this Agreement or any Letter of the Credit Parties, Application relating to any Letter of Credit issued or to be issued by such Issuing Lender; (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the provisions Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that without the consent of such Defaulting Lender, (a) the Revolving Credit Commitment of such Defaulting Lender may not be increased or extended, (b) the principal of any Loans owing to such Defaulting Lender may not be reduced (unless all Lenders affected thereby are treated similarly), and (c) the maturity date of any Loans owing to such Defaulting Lender may not be extended. Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent, to enter into amendments or modifications to this Agreement (including, without limitation, amendments to this Section 11.2) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Section 4.14 (including, without limitation, as applicable, (1) to permit the Incremental Loans to share ratably in the benefits of this Agreement and the other Loan Documents and (2) to include the Incremental Loan Commitments, or outstanding Incremental Loans, in any determination of (i) Article XIII Required Lenders, as applicable or (ii) similar required lender terms applicable thereto); provided that no amendment or modification shall be made result in any increase in the amount of any Lender’s Revolving Credit Commitment or any increase in any Lender’s Revolving Credit Commitment Percentage, in each case, without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender such affected therebyLender.
Appears in 1 contract
Amendments, Waivers and Consents. Except as set forth below, (a) Neither this Credit Agreement nor any term, covenant, agreement or condition of this Agreement or other Credit Document nor any of the other Loan Documents terms hereof or thereof may be amended amended, deleted or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, otherwise changed unless such amendment, waiver deletion or consent change is in writing signed by entered into by, or approved in writing by, each of the Required Lenders (or by the Administrative Agent with the consent of Credit Parties party thereto and the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each casehowever, that:
(a) no amendment, waiver or consent shall (i) release without the consent of each Lender affected thereby (in addition to Required Lender consent), neither this Credit Agreement nor any other Credit Document may be amended, deleted or otherwise changed so as to:
(A) extend any Commitment or the final maturity of any Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, or extend any payment due (or to be due) in connection with any Loan, or any portion thereof,
(B) reduce the Credit Parties, (ii) increase the amount rate or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligationof any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit (ivsubject to the right of the Required Revolving Lenders to waive the applicability of any post-default increase in interest rates pursuant to Section 11.6(b) reduce the rate below) or of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, Fees,
(vC) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligationof any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(viD) permit increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any subordination condition precedent set forth in Section 5.2 or of any Default or Event of Default or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender),
(E) except as the result of or in connection with a dissolution, merger or disposition of a Consolidated Party not prohibited by Section 8.4 or Section 8.5, release the Borrower or substantially all of the principal other Credit Parties from its or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of their obligations under the Credit Parties' rights and obligations hereunder or Documents,
(viiiF) amend the provisions or modify any provision of this Section 14.11 11.6,
(G) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or Required Agreement Revolving Lenders, or
(H) consent to the assignment or transfer by the Borrower or any of the other Credit Parties of all or substantially all of their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby;
(ii) without the prior consent of the Agent, no provision of Section 10 may be amended, deleted or otherwise changed;
(iii) without the consent of the Issuing Lender, no provision of Section 2.2 may be amended, deleted or otherwise changed; and
(iv) provisions contained in this Credit Agreement and in the Credit Documents pertaining to purely ministerial or administrative matters may be amended, deleted or otherwise changed upon the obtaining of the written consent of the Credit Parties and Required Revolving Lenders (regardless of whether Required Lender consent is obtained) to the extend such amendments, deletions and/or other changes do not, in the judgment of the Collateral Agent, materially and adversely effect the rights, remedies or expected financial return of the Term Loan Lenders. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders shall, subject to the terms of the Intercreditor Agreement, determine whether or not to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be binding on all of the Lenders.
(b) None of the terms or conditions of this Credit Agreement or of any of the other Credit Documents may be waived without the written consent of the Required Revolving Lenders; provided, however, that:
(i) without the consent of each Lender affected thereby, neither this Credit Agreement nor any other Credit Document may be waived so as to (whether expressly or effectively):
(A) extend any Commitment or the final maturity of any Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit (provided, that any waiver which has the effect of extending the final maturity of any Loan or any such obligation shall constitute an amendment requiring approval pursuant to clause (a) of this Section 11.6), or otherwise waive any payment due (or to be due) in connection with any Loan, or any portion thereof,
(B) reduce the rate or extend the time of payment of interest on any Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit (other than as a result of waiving the applicability of any post-default increase in interest rates) or of any Fees,
(C) waive the principal amount of any Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(D) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.2 or of any Default or Event of Default or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender),
(E) except as the result of or in connection with a dissolution, merger or disposition of a Consolidated Party not prohibited by Section 8.4 or Section 8.5, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents,
(F) waive any provision of this Section 11.6 (provided, that any such waiver shall, for purposes hereof, constitute an amendment requiring approval pursuant to clause (a) of this Section 11.6),
(G) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders or Required Revolving Lenders (provided, that any waiver having such an effect shall, for purposes hereof, constitute an amendment requiring approval pursuant to clause (a) of this Section 11.6), or
(H) consent to the assignment or transfer by the Borrower or any of the other Credit Parties of all or substantially all of their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby;
(ii) without the consent of the Agent, no provision of Section 10 may be waived; and
(biii) no amendment, waiver or consent to the provisions of (i) Article XIII shall be made without the written consent of the Administrative Agent and (ii) Article III without the written consent Issuing Lender, no provision of each Issuing Lender affected therebySection 2.2 may be waived.
Appears in 1 contract
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Parent Borrower; provided, that no amendment, waiver or consent shall:
(a) without the prior written consent of the Required Revolving Credit Parties and Lenders, amend, modify or waive (bi) Section 6.1 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Credit Lenders (pursuant to, in the case of any such amendment to a provision hereof other amendmentthan Section 6.1, waiver any substantially concurrent request by the Parent Borrower for a borrowing of Revolving Credit Loans) to make Revolving Credit Loans when such Revolving Credit Lenders would not otherwise be required to do so, (ii) the amount of the Swingline Commitment or (iii) the amount of the L/C Commitment;
(b) without the prior written consent specifically impacting only of the Required Delayed Draw Term Loan Lenders, amend, modify or waive (i) Section 6.1 or any other provision of this Agreement and if the other Loan Documents, effect of such amendment, modification or waiver or consent is to require the Delayed Draw Term Loan Lenders (pursuant to, in writing signed the case of any such amendment to a provision hereof other than Section 6.1, any substantially concurrent request by the Required Parent Borrower for a borrowing of Delayed Draw Term Loans) to make Delayed Draw Term Loans when such Delayed Draw Term Loan Lenders would not otherwise be required to do so;
(c) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender without the written consent of such Lender;
(d) waive, extend or postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or by any of them) hereunder or under any other Loan Document without the Administrative Agent with written consent of each Lender directly affected thereby;
(e) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided that only the consent of the Required Agreement Lenders shall be necessary (i) to waive any obligation of the Borrowers to pay interest at the rate set forth in Section 5.1(c) during the continuance of an Event of Default, or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder;
(f) (i) change Section 5.4, Section 5.6 or Section 12.4 in a manner that would alter the pro rata sharing of payments required thereby or (ii) change Section 12.4 in a manner that would alter the order in which payments and proceeds received by the Lenders are applied to repay the Obligations or Secured Obligations, in either case without the written consent of each Lender directly affected thereby;
(g) change any provision of this Section or the definition of “Required Lenders”, “Required Delayed Draw Term Loan Lenders” or “Required Revolving Credit Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;
(h) and delivered consent to the Administrative Agent and, in the case assignment or transfer by any Credit Party of an amendment, signed by the such Credit Parties; providedParty’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 11.4), in each case, that:without the written consent of each Lender;
(ai) release (i) all of the Subsidiary Guarantors or (ii) Subsidiary Guarantors comprising substantially all of the credit support for the Secured Obligations, in any case, from any Subsidiary Guaranty Agreement (other than as authorized in Section 13.9), without the written consent of each Lender;
(j) release all or substantially all of the Collateral or release any Security Document (other than as authorized in Section 13.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender; or
(k) subordinate the Secured Obligations in right of payment to any other Indebtedness or the Liens securing the Secured Obligations in right of security to the Liens securing any other Indebtedness without the written consent of each Lender directly affected thereby; provided further that (i) no amendment, waiver or consent shall (i) release any shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Issuing Lender under this Agreement or any Letter of Credit Parties, Application relating to any Letter of Credit issued or to be issued by it; (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the provisions Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iiii) Article XIII no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; (v) 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 Class (but not the Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by the Parent Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time; and (vi) the Administrative Agent and the Parent Borrower shall be made permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Parent Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender. In addition, notwithstanding anything to the contrary contained herein, each Lender hereby authorizes the Administrative Agent on its behalf, and without its further consent, to enter into amendments to this Agreement (including, without limitation, amendments to this Section 14.2) and the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent may reasonably deem appropriate in order to effectuate (x) any increase in the Revolving Credit Commitment pursuant to Section 2.7 or any Incremental Term Loans pursuant to Section 2.8, including, without limitation, amendments to permit such increases in the Revolving Credit Commitment and any Incremental Term Loans to share ratably in the benefits of this Agreement and the other Loan Documents and to include appropriately any Lenders under such increases in the Revolving Credit Commitment and any Incremental Term Loans in any determination of Required Lenders and (y) any amendment in connection with a Refinancing Amendment; provided that no such amendment shall adversely affect in any material respect the rights of any Lender, in each case, without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected therebysuch Lender.
Appears in 1 contract
Amendments, Waivers and Consents. Except as set forth below, any term, covenant, agreement or condition of Neither this Agreement or nor any other Loan Document nor any of the other Loan Documents terms hereof or thereof may be amended amended, changed, waived, discharged or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent andterminated except, in the case of this Agreement, pursuant to an amendment, signed agreement or agreements in writing entered into by the Credit Parties Borrowers, the Administrative Agent, and (b) the Required Lenders or, in the case of any other amendmentLoan Document, waiver pursuant to an agreement or consent specifically impacting only this Agreement agreements in writing entered into by the Borrowers and the other Loan DocumentsAgents party thereto; provided that the foregoing shall not restrict the ability of the Required Lenders to waive any Event of Default prior to the time the Administrative Agent shall have declared, or the Required Lenders shall have requested the Administrative Agent to declare, the Loans immediately due and payable pursuant to Article VIII; provided, however, that: no such amendment, waiver change, waiver, discharge or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each case, that:
(a) no amendment, waiver or consent shall (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenderstermination shall, without the prior written consent of each Lender affected thereby: extend the final maturity of any Loan or the time of payment of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, provided that this clause (A) shall not restrict the ability of the Required Lenders to waive any Event of Default (other than an Event of Default the waiver of which would effectively result in any such extension or waiver), prior to the time the Administrative Agent shall have declared, or the Required Lenders shall have requested the Administrative Agent to declare, the Loans immediately due and payable pursuant to Article VIII; and
reduce the rate, or extend the time of payment, of interest or change the manner of computation of any financial covenant used in determining the Applicable Margin that could result in the reduction of the rate of interest on any Loan (bother than as a result of waiving the applicability of any post-default increase in interest rates) no amendmentthereon or fees hereunder; reduce or waive the principal amount of any Loan or any LC Disbursement; increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender); release any Borrower from its respective obligations under the Loan Documents, waiver including, without limitation, Caxxxxxxx xith respect to its obligations under Article X of this Agreement; amend, modify or waive any provision of this Section 11.01 or reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or consent to the provisions assignment or transfer by any Borrower of any of its respective rights and obligations under (ior in respect of) the Loan Documents, except as permitted thereby; no provision of Article XIII shall IX may be made amended without the written consent of the Administrative Agent and (ii) Article III Agent, no provision of Section 2.06 may be amended without the written consent of each Issuing Lender affected therebyand no provision of Section 2.02(d) may be amended without the consent of the Swingline Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (i) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans or the Letters of Credit, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein and (ii) the Required Lenders may consent to allow any Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Samples: Revolving Credit Agreement (Carpenter Technology Corp)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document (including Section 4.8(c)), any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit PartiesBorrower; provided, in each case, that:
(a) that no amendment, waiver or consent shall shall: (i) release any of the Credit Parties, (iia) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans Commitment of any Lender (or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of reinstate any Revolving Credit Loan or Reimbursement Obligation Commitment terminated pursuant to Section 9.2) or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) Loans of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement LendersLender, without the prior written consent of each Lender affected thereby; and
(b) no amendmentin any case, waiver or consent to the provisions of (i) Article XIII shall be made without the written consent of such Lender; (b) waive, extend or postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Administrative Agent and Lenders (iior any of them) Article III hereunder or under any other Loan Document without the written consent of each Issuing Lender directly and adversely affected thereby (it being understood that a waiver of a mandatory prepayment under Section 2.11(b) shall only require the consent of the Required Lenders); (c) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clauses (iv) and (v) of the proviso set forth in the paragraph below) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby.; provided that only the consent of the Required Lenders shall be necessary (i) to waive any obligation of the Borrower to pay interest at the rate set forth in Section 4.1(b) during the continuance of an Event of Default or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder; (d) change Section 4.6 or Section
Appears in 1 contract
Samples: Credit Agreement (Ubiquiti Inc.)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other Borrower; provided, that no amendment, waiver or consent specifically impacting only shall:
(a) increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 10.2) or the amount of Loans of any Lender, in any case, without the written consent of such Lender;
(b) waive, extend or postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment (excluding mandatory prepayments) of principal, such amendmentinterest, waiver fees or consent is in writing signed by other amounts due to the Required Agreement Lenders (or by any of them) hereunder or under any other Loan Document without the Administrative Agent with written consent of each Lender directly and adversely affected thereby;
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iii) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Agreement Lenders shall be necessary (i) to waive any obligation of the Borrower to pay interest at the rate set forth in Section 5.1(c) during the continuance of an Event of Default or (ii) waive a default or to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such waiver or amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder;
(d) change Section 5.6 or Section 10.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby;
(e) change any provision of this Section or reduce the percentages specified in the definitions of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;
(f) and delivered consent to the Administrative Agent and, in the case assignment or transfer by any Credit Party of an amendment, signed by the such Credit Parties; providedParty’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 9.4), in each case, that:without the written consent of each Lender; or
(ag) release all of the Subsidiary Guarantors or Subsidiary Guarantors comprising substantially all of the credit support for the Guaranteed Obligations, in any case, from any Guaranty Document (other than as authorized in Section 11.9), without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent shall (i) release any shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Issuing Lender under this Agreement or any Letter of Credit Parties, Application relating to any Letter of Credit issued or to be issued by it; (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the provisions of (i) Article XIII shall be made without Lenders required above, affect the written consent rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iii) no Fee Letter may be amended, or rights or privileges thereunder waived, unless in writing executed only by the parties thereto, and (iiiv) Article III the Administrative Agent and the Borrower shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the written consent of each Issuing Lender affected therebysuch Lender.
Appears in 1 contract
Samples: Credit Agreement (Cirrus Logic Inc)
Amendments, Waivers and Consents. Except as set forth below, any term, covenant, agreement or condition of this This Agreement or any of the other Loan Documents may shall not be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) except in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by Company, the Administrative Agent with the consent Holders of a majority of the Required LendersFounders Registrable Securities, the Holders of a majority of the outstanding Series A Registrable Securities, the Holders of two-thirds (2/3) of the outstanding Series B Registrable Securities, the Holders of a majority of the outstanding Series C Registrable Securities, the Holders of a majority of the outstanding Series D Registrable Securities and delivered to the Administrative Agent andHolders of a majority of the outstanding Series E Registrable Securities; and provided, in the case further, that no provision of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and pertaining solely to AOL or the other Loan Documents, such amendment, waiver Registrable Securities issued or consent is issuable to AOL or its successors or transferees may be amended except in a writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) Company and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each case, that:
(a) no amendment, AOL. No waiver or consent shall (i) release any be binding except in a writing signed by the party making the waiver or giving the consent, except that the Holders of a majority of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit PartiesFounders' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, Shares may grant a waiver or consent on behalf of all of the Holders of Founder's Shares in their capacity as such, the Holders of a majority of the Series A Registrable Securities may grant a waiver or consent on behalf of all of the Holders of Series A Registrable Securities in their capacity as such, the Holders of two thirds (2/3) of the Series B Registrable Securities may grant a waiver or consent on behalf of all of the Holders of Series B Registrable Securities in their capacity as such, the Holders of a majority of the Series C Registrable Securities may grant a waiver or consent on behalf of all of the Holders of Series C Registrable Securities in their capacity as such, the Holders of a majority of the Series D Registrable Securities may grant a waiver or consent on behalf of all of the Holders of Series D Registrable Securities in their capacity as such, and the Holders of a majority of the Series E Registrable Securities may grant a waiver or consent on behalf of all of the Holders of Series E Registrable Securities in their capacity as such. No waiver of any provision or consent to any action shall constitute a waiver of any other provision or consent to any other action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent except to the provisions extent specifically set forth in writing. For the protection of (i) Article XIII shall all parties, amendments, waivers, and consents that are not in writing and executed by the party to be made without bound may be enforced only if they are detrimentally relied upon and proved by clear and convincing evidence. Such evidence may not include the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected therebyalleged reliance.
Appears in 1 contract
Samples: Registration Rights Agreement (Gric Communications Inc)
Amendments, Waivers and Consents. Except as set forth below, (a) No amendment or waiver of any term, covenant, agreement or condition provision of this Agreement or any of the other Loan Documents may Document (other than the Fee Letter), or consent to any departure by a Company therefrom, shall in any event be amended effective unless the same shall be in writing and signed by Bxxxxxxx and the Required Lenders (or waived by the LendersAgent at their instruction on their behalf), and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, then such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, shall be effective only in the case of an amendmentspecific instance and for the specific purpose for which given; provided, signed by the Credit Parties and (b) in the case of any other amendmenthowever, waiver or consent specifically impacting only this Agreement and the other Loan Documents, that no such amendment, waiver or consent is in writing signed by shall be effective as it pertains to Agent until such time as Agent has received a duly executed and fully compiled copy of any such amendment, waiver or consent; provided, further, however, that no amendment, waiver or consent shall do any of the Required Agreement Lenders following at any time:
(i) increase the Commitment of any Lender, reduce the principal of, or by interest on, the Administrative Agent with Loans payable to any Lender, reduce the amount of any fee payable for the account of any Lender, or postpone or extend any scheduled date fixed for any payment of principal of, or interest or fees on, the Loans payable to any Lender without the written consent of such Lender; provided, however, that only the consent of the Required Agreement Lenders shall be necessary to (x) waive any obligation of the Borrower to pay additional interest pursuant to Section 4.2 or (y) waive a mandatory prepayment pursuant to Section 2.5(a);
(ii) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans that is required for the Lenders or any of them to take any action hereunder without the written consent of each Lender;
(iii) amend the definition of “Required Lenders” or “Pro Rata Share” without the written consent of each Lender;
(iv) and delivered amend any of the provisions of Section 2.14, Section 10.5 or this Section 12.5 without the written consent of each Lender;
(v) release all or substantially all of the value of the guaranties made pursuant to the Administrative Agent and, Guaranty or any other Loan Document (except as expressly provided in the case Loan Documents) without the written consent of an amendment, signed by each Lender;
(vi) release all or substantially all of the Credit PartiesCollateral from the Liens of the Security Documents (except as expressly provided in the Loan Documents) without the written consent of each Lender; or
(vii) contractually subordinate any of Agent’s Liens on all or substantially all of the Collateral (except as expressly provided in the Loan Documents) without the written consent of each Lender; provided, in each case, that:
that (aA) no amendment, waiver or consent shall, unless in writing and signed by Agent, in addition to the Lenders required above, take any action that affects the rights or duties of Agent under this Agreement or any other Loan Document and (B) if the Agent and the Borrower have jointly identified any ambiguity, mistake, defect, inconsistency, obvious error, omission or any other error or omission of a technical nature, in each case, in any provision of any Loan Document, the Borrower and the Agent shall (i) release be permitted to effect amendments to this Agreement or any other Loan Document, as applicable, solely to address such matter and such amendment shall become effective without the consent of any other party to this Agreement so long as, in each case, the Lenders shall have received at least ten Business Days’ prior written notice thereof and the Agent shall not have received, within ten Business Days of the Credit Partiesdate of such notice to the Lenders, (ii) increase a written notice from the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or stating that the Required Agreement Lenders, without the prior written consent of each Lender affected thereby; andLenders object to such amendment.
(b) no Anything in this Section 12.5 to the contrary notwithstanding, any amendment, waiver waiver, modification, elimination, or consent of or with respect to any provision of this Agreement or any other Loan Document may be entered into without the provisions consent of, or over the objection of, any Defaulting Lender and the Loans of (i) Article XIII any Defaulting Lender shall be made without excluded in determining whether all Lenders or the written Required Lenders have taken or may take action hereunder, other than (x) any of the matters governed by Section 12.5(a)(i) and 12.5(a)(ii) that affect such Lender and (y) with respect to any amendment, waiver, modification, elimination or consent requiring the consent of all Lenders that by its terms specifically discriminates against such Defaulting Lender.
(c) The Borrower may replace any Non-Consenting Lender in accordance with Section 2.11; provided that such amendment, waiver, consent or release can be effected as a result of the Administrative Agent and assignment contemplated by such Section 2.11 (ii) Article III without together with all other such assignments required by the written consent of each Issuing Lender affected therebyBorrower to be made pursuant thereto).
Appears in 1 contract
Samples: Credit Agreement (GAN LTD)
Amendments, Waivers and Consents. Except as set forth below(a) All amendments, waivers or consents of any term, covenant, agreement or condition provision of this Agreement or any of shall be effective only if the other Loan Documents may same shall be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing and signed by the Required Lenders (Creditors, provided that any amendment, modification, supplement or by waiver of Sections 11(e), 14 or 21 or the Administrative definitions of Directing Creditors, Distribution, Loan Obligations, Purchaser Obligations, Secured Lease Obligations, Required Creditors, Required Purchasers, Secured Obligations or Secured Creditor shall require the unanimous written consent of all the Secured Creditors. Any amendments, waivers or consents of any provision of this Agreement affecting the rights or obligations of the Collateral Agent with shall also require the prior written consent of the Required LendersCollateral Agent.
(b) All amendments or waivers of any provision of or consent pursuant to or under any Security Instrument shall be effective only if the same shall be in writing and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties Collateral Agent and the Required Creditors. Notwithstanding the foregoing, the release of all or substantially all of the Collateral prior to the Security Termination Date shall require the written consent of each of the Secured Creditors.
(c) Each Secured Creditor hereby agrees and covenants with each other Secured Creditor that it will not amend or modify any term or provision of any other Debt Document (i.e., other than this Agreement and any other Security Instrument covered above in subsections (a) and (b), respectively) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each case, that:
(a) no amendment, waiver or consent shall (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected therebythe Required Creditors; and
(b) no amendmentprovided, waiver however, that nothing in this SECTION 21 shall, or consent to the provisions of (i) Article XIII shall be made without deemed to, affect the written consent of the Administrative Agent voting requirements set forth in each such agreement for such amendments and (ii) Article III without the written consent of each Issuing Lender affected therebymodifications.
Appears in 1 contract
Samples: Collateral Agency and Intercreditor Agreement (National Golf Properties Inc)
Amendments, Waivers and Consents. Except as set forth below, Neither this Credit Agreement nor any term, covenant, agreement or condition of this Agreement or other Credit Document nor any of the other Loan Documents terms hereof or thereof may be amended amended, changed, waived, discharged or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, terminated unless such amendment, waiver change, waiver, discharge or consent termination is in writing signed by the Required Lenders (entered into by, or by the Administrative Agent with the consent approved in writing by, each of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement party thereto and the other Loan DocumentsRequisite Lenders, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each casehowever, that:
(a) no amendment, waiver or consent shall (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and, neither this Credit Agreement nor any other Credit Document may be amended, changed, waived, discharged or terminated so as to
(b) no amendment, waiver or consent to the provisions of (i) Article XIII shall be made without extend the written consent final maturity of the Administrative Agent and any Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(ii) Article III without reduce the written consent rate or extend the time of each Issuing payment of interest on any Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit or of any Fees,
(iii) reduce or waive the principal amount of any Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(iv) increase the Commitment of a Lender affected thereby.over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender),
(v) except as the result of or in connection with an Asset Disposition not prohibited by Section 8.5, release all or substantially all of the Collateral,
Appears in 1 contract
Amendments, Waivers and Consents. Except Any provision in this Agreement to the contrary notwithstanding, and except as hereinafter provided, changes in or additions to this Agreement may be made, and compliance with any covenant or provision set forth belowherein may be omitted or waived, if the Company shall (i) with respect to any termprovision other than those contained in Article IV or Article V, covenant, agreement obtain consent thereto in writing from the holder or condition holders of this Agreement or any at least 50% in interest of the other Loan Documents may be amended or waived by the LendersSeries D Preferred, and (ii) shall deliver copies of such consent in writing to any consent given by the Lenders, if, but only if, (a) in the case of an amendment, holders who did not execute such consent. Any waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard may be given subject to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent satisfaction of the Required Lenders) conditions stated therein and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each case, that:
(a) no amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Notwithstanding anything to the contrary contained herein, any waiver or amendment (iA) release which (x) increases any of the Credit PartiesPurchaser's obligations hereunder, (iiy) increase alters or amends the amount percentage stated in Section 4.02 hereof, or extend the time of the obligation of the Lenders (z) grants to make Revolving Credit Loans any one or issue more Purchasers any rights more favorable than any rights granted to all other Purchasers or participate in Letters of Creditotherwise treats any one or more Purchasers differently than all other Purchasers, must be approved by each Purchaser so as to be effective against such Purchaser or (iiiB) extend the originally scheduled time to Article IV or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment Article V (other than as specifically permitted or contemplated Section 5.07) must be approved by at least 50% in this Agreement) of any interest of the Credit Parties' rights Series A Preferred, Series B Preferred, Series C Preferred and obligations hereunder or (viii) amend Series D Preferred, voting together as a single class. Notwithstanding anything to the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenderscontrary contained herein, without the prior written consent of each Lender affected thereby; and
(b) no amendment, any waiver or consent amendment to Section 5.07 must be approved by at least 50% in interest of the provisions Series C Preferred. For purposes of (i) the immediately preceding sentence as it applies to Article XIII IV or Article V, holders of Series A Preferred, Series B Preferred and Series C Preferred shall be made without treated as Purchasers; provided, that, the written consent rights granted under Section 5.07 shall apply, and are granted only to holders of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected therebySeries C Preferred.
Appears in 1 contract
Samples: Series D Convertible Preferred Stock Purchase Agreement (Furniture Com Inc)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall:
(a) without the prior written consent of the Required Lenders, amend, modify or waive (i) Section 5.2 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Credit Parties and Lenders (b) pursuant to, in the case of any such amendment to a provision hereof other amendmentthan Section 5.2, waiver any substantially concurrent request by the Borrower for a borrowing of Revolving Credit Loans) to make Revolving Credit Loans when such Revolving Credit Lenders would not otherwise be required to do so, (ii) the amount of the Swingline Commitment or (iii) the amount of the L/C Commitment;
(b) increase the Revolving Credit Commitment of any Revolving Credit Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 9.2) or the amount of Loans of any Lender, in any case, without the written consent specifically impacting only of such Revolving Credit Lender;
(c) waive, extend or postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment of principal, such amendmentinterest, waiver fees or consent is in writing signed by other amounts due to the Required Agreement Lenders (or by any of them) or any scheduled or mandatory reduction of the Administrative Agent with Revolving Credit Commitment hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Agreement Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the rate set forth in Section 4.1(c) during the continuance of an Event of Default;
(e) change Section 4.6 or Section 9.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby;
(f) except as otherwise permitted by this Section 11.2 change any provision of this Section or reduce the percentages specified in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; or
(g) and delivered consent to the Administrative Agent and, in the case assignment or transfer by any Credit Party of an amendment, signed by the such Credit Parties; providedParty’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 9.4), in each case, that:without the written consent of each Lender; or
(ah) release the Parent, from any Guaranty Agreement (other than as authorized in Section 10.9), without the written consent of each Lender. provided further, that (i) no amendment, waiver or consent shall (i) release shall, unless in writing and signed by the applicable Issuing Lender in addition to the Lenders required above, affect the rights or duties of such Issuing Lender under this Agreement or any Letter of the Credit Parties, Application relating to any Letter of Credit issued or to be issued by it; (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the provisions Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, and (v) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Credit Commitment of such Lender may not be increased or extended, the amounts owed to such Lender decreased (unless otherwise provided herein) or the payment date of any outstanding amounts owing to it extended without the consent of such Lender, and any amendment of this sentence shall require the consent of all Lenders, including any Defaulting Lenders. Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent, to enter into amendments or modifications to this Agreement (including, without limitation, amendments to this Section 11.2) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Section 4.13 (including, without limitation, as applicable, (1) to permit the Incremental Revolving Credit Increases to share ratably in the benefits of this Agreement and the other Loan Documents and (2) to include the Incremental Revolving Credit Increase, as applicable, or outstanding Incremental Revolving Credit Increase, as applicable, in any determination of (i) Article XIII Required Lenders or (ii) similar required lender terms applicable thereto); provided that no amendment or modification shall be made result in any increase in the amount of any Lender’s Revolving Credit Commitment or any increase in any Lender’s Revolving Credit Commitment Percentage, in each case, without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender such affected therebyLender.
Appears in 1 contract
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or in the case of any amendment which directly affects only one Class under the Credit Facility, the Required Facility Lenders, and not the Required Lenders or the Required Facility Lenders, as applicable) (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrowers; provided, that no amendment, waiver or consent shall:
(i) without the prior written consent of the Required Revolving Credit Parties and Lenders, amend, modify or waive (bi) Section 6.2 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Credit Lenders (pursuant to, in the case of any such amendment to a provision hereof other than Section 6.2, any substantially concurrent request by any Borrower for a borrowing of Revolving Credit Loans or issuance of Letters of Credit) to make Revolving Credit Loans when such Revolving Credit Lenders would not otherwise be required to do so, (ii) the amount of the Swingline Commitment or (iii) the amount of the L/C Sublimit;
(ii) increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 10.2) or the amount of Loans of any Lender, in any case, without the written consent of such Lender;
(iii) waive, extend or postpone any date fixed by this Agreement or any other Loan Document for any payment or prepayment of principal (it being understood that a waiver of a mandatory prepayment under Section 4.4(b) shall only require the consent of the Required Term Loan Lenders), interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby (provided that a waiver of a mandatory prepayment under Section4.4(b) shall only require the consent of Required Lenders);
(iv) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the proviso set forth in the paragraph below) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary (i) to waive any obligation of the Borrowers to pay interest at the rate set forth in Section 5.1(b) during the continuance of an Event of Default or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder;
(v) change Section 5.6 or Section 10.4 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby;
(vi) change Section4.4(b)(v) in a manner that would alter the order of application of amounts prepaid pursuant thereto without the written consent of each Lender directly and adversely affected thereby;
(vii) except as otherwise permitted by this Section12.2 change any provision of this Section or reduce the percentages specified in the definitions of “Required Lenders,” “Required Revolving Credit Lenders”, “Required Facility Lenders” or “Required Term Loan Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly and adversely affected thereby;
(viii) impose any greater restriction on the ability of any Lender under any Class to assign any of its rights or obligations hereunder without the written consent of the Required Facility Lenders under such Class;
(ix) consent to the assignment or transfer by any Credit Party of such Credit Party’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 9.4), in each case, without the written consent of each Lender;
(x) release (i) all of the Subsidiary Guarantors or (ii) Subsidiary Guarantors comprising all or substantially all of the credit support for the Secured Obligations, in any case, from any Guaranty Agreement (other than as authorized in Section 11.9), without the written consent of each Lender;
(xi) release or subordinate all or substantially all of the Collateral or release or subordinate any Security Document (or any Lien created thereby) (other than as authorized in Section 11.9 (other than Section 11.9(a)(i)(C)) or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender;
(xii) amend, waive or otherwise modify any provision of Section9.13 (or any defined terms used therein, but only for purposes of Section 9.13 and not for any other purposes, including, without limitation, any pro forma compliance or incurrence tests) or waive any Event of Default resulting from a breach of the financial covenants set forth in Section 9.13, in each case without the written consent of the Required Revolving Credit Lenders; or
(xiii) subordinate any of the Obligations owed to the Lenders under a particular Credit Facility in right of payment or otherwise adversely affect the priority of payment of any of such Obligations without the consent of each Lender directly and adversely affected thereby; provided further, that (i) no amendment, waiver or consent specifically impacting shall, unless in writing and signed by each affected Issuing Lender in addition to the Lenders required above, affect the rights or duties of such Issuing Lender under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the applicable Swingline Lender in addition to the Lenders required above, affect the rights or duties of such Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (v) 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 Class (but not the Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by the Borrowers and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time, (vi) each Letter of Credit Application may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; provided that a copy of such amended Letter of Credit Application shall be promptly delivered to the Administrative Agent upon such amendment or waiver, (vii) the Administrative Agent and the Borrowers shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrowers shall have jointly identified an obvious error or any error, ambiguity, defect or inconsistency, or omission of a technical or immaterial nature in any such provision; (viii) the Administrative Agent (and, if applicable, the Borrowers) may, without the consent of any Lender, enter into amendments or modifications to this Agreement or any of the other Loan Documents or to enter into additional Loan Documents in order to implement any Benchmark Replacement or any Benchmark Replacement Conforming Changes or otherwise effectuate the terms of Section 5.8(c) in accordance with the terms of Section 5.8(c); and (ix) the Required Revolving Credit Lenders may (x) amend or otherwise modify the financial covenants set forth in Section 9.13 or, solely for purposes of such financial covenants, the defined terms used, directly or indirectly, therein, or (y) waive any noncompliance with the financial covenants set forth in Section9.13 or any Event of Default resulting from any such noncompliance, in each case without the consent of any other Lenders. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (A) the Revolving Credit Commitment of such Lender may not be increased or extended without the consent of such Lender, and (B) any amendment, waiver or consent hereunder which requires the consent of all Lenders or each affected Lenders that by its terms disproportionately and adversely affects any such Defaulting Lender relative to other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent, to enter into amendments or modifications to this Agreement (including, without limitation, amendments to this Section 12.2) or any of the other Loan Documents or enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Section 5.13, 5.18 and 5.19 (including, without limitation, as applicable, (1) to permit the Incremental Term Loans, Extended Term Loans, Incremental Revolving Credit Facility Increases, extended Revolving Credit Commitments or Extended Revolving Credit Loans, as applicable, to share ratably in the benefits of this Agreement and the other Loan Documents, such amendment(2) to include the Incremental Term Loan Commitments, waiver the Incremental Revolving Credit Facility Increase or consent is in writing signed by the Required Agreement Lenders (Extended Revolving Credit Commitments, as applicable, or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent andoutstanding Incremental Term Loans, outstanding Incremental Revolving Credit Facility Increase, outstanding Extended Revolving Credit Loans or outstanding Extended Term Loans, as applicable, in any determination of (i) Required Lenders or Required Revolving Credit Lenders, as applicable or (ii) similar required lender terms applicable thereto); provided that no amendment or modification shall result in any increase in the case amount of an amendment, signed by the Credit Parties; providedany Lender’s Commitment or any increase in any Lender’s Commitment Percentage, in each case, that:
(a) no amendment, waiver or consent shall (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent to the provisions of (i) Article XIII shall be made without the written consent of such affected Lender, (3) amend and restate this Agreement if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Administrative Agent Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement and the other Loan Documents and (ii4) Article III to make amendments to any outstanding tranche of Term Loans to permit any Incremental Term Loans or Commitments relating thereto to be “fungible” (including, without limitation, for purposes of the written consent Code) with such tranche of each Issuing Lender affected therebyTerm Loans, including, without limitation, increases in the Applicable Margin or any fees payable to such outstanding tranche of Term Loans or providing such outstanding tranche of Term Loans with the benefit of any call protection or covenants that are applicable to the proposed Incremental Term Loans or Commitments relating thereto; provided that any such amendments or modifications to such outstanding tranche of Term Loans shall not directly adversely affect the Lenders holding such tranche of Term Loans without their consent.
Appears in 1 contract
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall:
(i) waive any condition set forth in Section 6.1 without the written consent of each Lender directly and adversely affected thereby; or
(ii) without the prior written consent of the Required Revolving Credit Parties and Lenders, amend, modify or waive (bA) Section 6.2 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Credit Lenders (pursuant to, in the case of any such amendment to a provision hereof other amendmentthan Section 6.2, waiver any substantially concurrent request by the Borrower for a borrowing of Revolving Credit Loans) to make Revolving Credit Loans when such Revolving Credit Lenders would not otherwise be required to do so, (B) the amount of the Swingline Commitment or (C) the amount of the L/C Commitment;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender without the written consent specifically impacting only of such Lender;
(c) postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment (excluding mandatory prepayments or commitment reductions) of principal, such amendmentinterest, waiver fees or consent is in writing signed by other amounts due to the Required Agreement Lenders (or by any of them) hereunder or under any other Loan Document without the Administrative Agent with written consent of each Lender directly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clauses (iv) and (v) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Agreement LendersLenders shall be necessary to (i) amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or Letter of Credit or to reduce any fee payable hereunder or (ii) waive any obligation of the Borrower to pay interest at the rate set forth in Section 5.1(c) during the continuance of an Event of Default;
(e) change Section 5.6 or Section 12.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and delivered to adversely affected thereby;
(f) change Section 4.4(b)(v) in a manner that would alter the Administrative Agent and, order of application of amounts prepaid pursuant thereto without the written consent of each Lender directly and adversely affected thereby;
(g) change any provision of this Section or reduce the percentages specified in the case definition of an amendment“Required Lenders” or “Required Revolving Credit Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, signed by waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the Credit Parties; provided, in written consent of each case, that:Lender directly and adversely affected thereby;
(ah) release all or substantially all of the value of Collateral or release any Security Document without the written consent of each Lender (other than as authorized in Section 13.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document); or
(i) release all or substantially all of the value of the Guarantees without the written consent of each Lender (other than as authorized in Section 13.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document); provided further, that (i) no amendment, waiver or consent shall (i) release any shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Issuing Lender under this Agreement or any Application relating to any Letter of Credit Parties, issued or to be issued by it; (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the provisions Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iiii) Article XIII shall be made without no amendment, waiver or consent shall, unless in writing and signed by the written consent Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) the Administrative Agent’s Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; (v) the Joint Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (iivi) Article III the Administrative Agent and the Borrower shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or omission of a technical or immaterial nature in such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Credit Commitment of such Lender may not be increased or extended without the written consent of each Issuing Lender affected therebysuch Lender.
Appears in 1 contract
Amendments, Waivers and Consents. Except as set forth below, any term, covenant, agreement or condition of Neither this Agreement or nor any other Loan Document nor any of the other Loan Documents terms hereof or thereof may be amended amended, changed, waived, discharged or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent andterminated except, in the case of this Agreement, pursuant to an amendment, signed agreement or agreements in writing entered into by the Credit Parties Borrower, the Administrative Agent, and (b) the Required Lenders or, in the case of any other amendmentLoan Document, waiver pursuant to an agreement or consent specifically impacting only this Agreement agreements in writing entered into by the Borrower and the other Loan DocumentsAgents party thereto, such amendmentas applicable; PROVIDED, waiver or consent is in writing signed by that the foregoing shall not restrict the ability of the Required Agreement Lenders (or by to waive any Event of Default prior to the time the Administrative Agent with the consent of shall have declared, or the Required Agreement Lenders) and delivered to Lenders shall have requested the Administrative Agent andto declare, in the case of an amendmentLoans immediately due and payable pursuant to Article VIII; PROVIDED, signed by the Credit Parties; provided, in each caseHOWEVER, that:
(ai) no such amendment, waiver change, waiver, discharge or consent shall (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenderstermination shall, without the prior written consent of each Lender affected thereby; and:
(bA) no amendmentextend the final maturity of any Loan or the time of payment of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, PROVIDED, that this CLAUSE (A) shall not restrict the ability of the Required Lenders to waive any Event of Default (other than an Event of Default the waiver of which would effectively result in any such extension or waiver), prior to the time the Administrative Agent shall have declared, or the Required Lenders shall have requested the Administrative Agent to declare, the Loans immediately due and payable pursuant to ARTICLE VIII;
(B) reduce the rate, or extend the time of payment, of interest or change the manner of computation of any financial covenant used in determining the Applicable Margin that could result in the reduction of the rate of interest on any Loan (other than as a result of waiving the applicability of any post-default increase in interest rates) thereon or fees hereunder;
(C) reduce or waive the principal amount of any Loan or any LC Disbursement;
(D) except to the extent set forth in SECTION 2.11(e) hereof, increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Default or Event of Default or a mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender);
(E) release the Borrower from its Obligations under the Loan Documents;
(F) amend, modify or waive any provision of this SECTION 10.01 or reduce any percentage specified in, or otherwise modify, the definition of Required Lenders; or
(G) consent to the provisions assignment or transfer by the Borrower of any of its rights and obligations under (ior in respect of) Article XIII shall the Loan Documents to which it is a party, except as permitted thereby;
(ii) no provision of ARTICLE IX may be made amended without the written consent of the Administrative Agent and (ii) Article III Agent, no provision of SECTION 2.06 may be amended without the written consent of each Issuing Lender affected therebyand no provision of SECTION 2.02(d) may be amended without the consent of the Swingline Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (i) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans or the Letters of Credit, and each Lender acknowledges that the provisions of SECTION 1126(c) of the Bankruptcy Code supersede the unanimous consent provisions set forth herein and (ii) the Required Lenders may consent to allow the Borrower to use cash collateral in the context of a bankruptcy or insolvency proceeding.
Appears in 1 contract
Samples: Revolving Credit Agreement (Worthington Industries Inc)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other Borrower; provided, that no amendment, waiver or consent specifically impacting only shall:
(a) waive any condition set forth in Section 5.1 without the written consent of each Lender directly affected thereby;
(b) extend or increase the Revolving Credit Commitment of any Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 11.2) or the amount of Loans of any Lender without the written consent of such Lender;
(c) postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby except as set forth in Section 2.8;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (v) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided that only the consent of the Required Lenders shall be necessary to (i) waive any obligation of the Borrower to pay interest at the rate set forth in Section 4.1(d) during the continuance of an Event of Default and (ii) amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder;
(e) change Section 4.6 or Section 11.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly affected thereby; or
(f) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; or provided further, that (i) no amendment, waiver or consent is shall, unless in writing and signed by the Required Fronting Bank in addition to the Lenders required above, affect the rights or duties of the Fronting Bank under this Agreement or any Letter of Credit Application relating to any Fronted Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by each Lender in its capacity as Issuing Lender of any Syndicated Letter of Credit, affect the rights or duties of such Lenders under any Letter of Credit Application relating to any Syndicated Letter of Credit issued or to be issued by such Lenders; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iv) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent with in addition to the consent Lenders required above, affect the rights or duties of the Required Agreement Lenders) and delivered to the Administrative Agent andunder this Agreement or any other Loan Document; (v) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (vi) each Lender (and in the case of an amendment, signed by the Borrower) who has consented in writing to any amendment, waiver or consent under this Agreement shall be deemed to have consented in writing to a corresponding amendment, waiver or consent under the Existing 5-Year Credit Parties; providedAgreement, in each case, that:
(a) no and such amendment, waiver or consent shall be deemed to be effective as to such Lender (iand in the case of an amendment, the Borrower) release any as if effected pursuant to Section 13.2 of the Existing 5-Year Credit PartiesAgreement. Notwithstanding anything to the contrary herein, (ii) increase the amount no Defaulting Lender shall have any right to approve or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of disapprove any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent to hereunder, except that the provisions Revolving Credit Commitment of (i) Article XIII shall such Lender may not be made increased or extended without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected therebysuch Lender.
Appears in 1 contract
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other Borrower; provided, that no amendment, waiver or consent specifically impacting only shall:
(a) waive any condition set forth in Section 5.2 without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11.2) or the amount of Loans of any Lender without the written consent of such Lender;
(c) waive, extend or postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment or mandatory prepayment of principal, such amendmentinterest, waiver fees or consent is in writing signed by other amounts due to the Required Agreement Lenders (or by any of them) hereunder or under any other Loan Document without the Administrative Agent with written consent of each Lender directly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided that only the consent of the Required Agreement Lenders shall be necessary (i) to waive any obligation of the Borrower to pay interest at the rate set forth in Section 4.1(c) during the continuance of an Event of Default, or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder;
(e) (i) change Section 4.4 or Section 11.4 in a manner that would alter the pro rata sharing of payments required thereby or (ii) change Section 11.4 in a manner that would alter the order in which payments and proceeds received by the Lenders are applied to repay the Obligations, in either case without the written consent of each Lender directly affected thereby;
(f) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
(g) and delivered consent to the Administrative Agent and, in the case assignment or transfer by any Credit Party of an amendment, signed by the such Credit Parties; providedParty’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 10.4), in each case, that:without the written consent of each Lender;
(ah) release (i) all of the Subsidiary Guarantors or (ii) Subsidiary Guarantors comprising substantially all of the credit support for the Secured Obligations, in any case, from any Guaranty Agreement (other than as authorized in Section 12.9), without the written consent of each Lender; or
(i) release all or substantially all of the Collateral or release any Security Document (other than as authorized in Section 12.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent shall (i) release any shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Issuing Lender under this Agreement or any Letter of Credit Parties, Application relating to any Letter of Credit issued or to be issued by it; (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the provisions Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iiii) Article XIII no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; (v) solely for the purposes of Section 5.3(b), no waiver of a Default or Event of Default shall be made effective without the consent of Lenders holding more than fifty percent (50%) of the Revolving Credit Commitments (or if the Revolving Credit Facility has been terminated, Lenders holding more than fifty percent (50%) of the aggregate Extensions of Credit thereunder); and (vi) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender. In addition, notwithstanding anything to the contrary contained herein, each Lender hereby authorizes the Administrative Agent on its behalf, and without its further consent, to enter into amendments to this Agreement (including, without limitation, amendments to this Section 13.2) and the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent may reasonably deem appropriate in order to effectuate any increase in the Revolving Credit Commitment pursuant to Section 2.7 or any Incremental Term Loans pursuant to Section 2.8, including, without limitation, amendments to permit such increases in the Revolving Credit Commitment and any Incremental Term Loans to share ratably in the benefits of this Agreement and the other Loan Documents and to include appropriately any Lenders under such increases in the Revolving Credit Commitment and any Incremental Term Loans in any determination of Required Lenders; provided that no such amendment shall adversely affect in any material respect the rights of any Lender, in each case, without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected therebysuch Lender.
Appears in 1 contract
Amendments, Waivers and Consents. Except as set forth below, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, Lenders and any consent may be given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each case, that:
(a) that no amendment, waiver or consent shall (i) release any shall, without the consent of the Credit Partieseach Lender affected thereby, (iia) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of CreditCredit (except as expressly contemplated by Section 2.7 or Section 2.8), (iiib) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (ivc) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (vd) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vie) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (viif) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder, (g) release the Company from its guaranty hereunder or (viiih) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent to the provisions of (i) Article XIII shall be made without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected thereby.13.11
Appears in 1 contract
Samples: Credit Agreement (Miller Herman Inc)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other each Borrower; provided, that no amendment, waiver or consent specifically impacting only shall:
(a) except as otherwise provided in Article 2, waive any condition set forth in Section 7.2 without the written consent of each Lender;
(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 13.2) or, except as otherwise provided in Section 2.7, the amount of Loans of any Lender without the written consent of such Lender;
(c) postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment (excluding mandatory prepayments) of principal, such amendmentinterest, waiver fees or consent is in writing signed by other amounts due to the Required Agreement Lenders (or by any of them) hereunder or under any other Loan Document without the Administrative Agent with written consent of each Lender directly affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or the Reimbursement Obligation, or (subject to clause (iv) of the second proviso to this Section 15.11) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided that (i) only the consent of the Required Agreement LendersLenders shall be necessary to waive any obligation of the Borrowers to pay interest at the rate set forth in Section 6.1(c) during the continuance of an Event of Default, and delivered (ii) only the consent of the Supermajority Lenders shall be necessary to amend the definition of Excess Availability (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder;
(e) change Section 6.4 in a manner that would alter the pro rata sharing of payments required thereby, or change the order of payment set forth in Section 6.4(b) or 6.4(c) without the written consent of each Lender adversely affected thereby;
(f) change the definition of Borrowing Base or any of the defined terms (including the definitions of Eligible Accounts and Eligible Inventory) that are used in such definition to the Administrative Agent andextent that any such change results in more credit being made available to the Borrowers based upon the Borrowing Base, but not otherwise, or the definition of Aggregate Commitment, without the written consent of each Lender;
(g) change any provision of this Section 15.11 or the definition of Required Lenders or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
(h) amend the definition of Eligible Assignee or Section 15.9 to permit a Credit Party or an Affiliate of a Credit Party to be permitted to become an Eligible Assignee without the written consent of each Lender;
(i) release all of the Subsidiary Guarantors or release Subsidiary Guarantors comprising substantially all of the credit support for the Obligations, in either case, from the case guaranty set forth in Section 5 or any other guaranty of an amendmentthe Obligations (other than as authorized in Section 14.11), signed by without the Credit Partieswritten consent of each Lender; or
(j) release all or a material portion of the Collateral or release any Security Document (other than as authorized in Section 14.11 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender; provided, in each case, that:
further that (ai) no amendment, waiver or consent shall (i) release any shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Issuing Lender under this Agreement or any Application relating to any Letter of Credit Parties, issued or to be issued by it; (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the provisions Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iiii) Article XIII shall be made without no amendment, waiver or consent shall, unless in writing and signed by the written consent Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iiiv) Article III the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (x) the Commitment of such Lender may not be increased or extended, (y) the principal of any Loan or the Reimbursement Obligation owing to such Defaulting Lender may not be waived, forgiven or reduced (unless all other Lenders affected thereby are treated similarly) and (z) the maturity date of any Loan may not be extended, without the written consent of each Issuing Lender affected therebysuch Lender.
Appears in 1 contract
Samples: Credit Agreement (La-Z-Boy Inc)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other Borrower; provided, that no amendment, waiver or consent specifically impacting only shall:
(a) [Intentionally Omitted];
(b) increase the Revolving Credit Commitment of any Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender, in any case, without the written consent of such Lender;
(c) postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment of principal, such amendmentinterest, waiver fees or consent is in writing signed by other amounts due to the Required Agreement Lenders (or by any of them) hereunder LEGAL02/32557961v11 or under any other Loan Document without the Administrative Agent with written consent of each Lender directly and adversely affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Agreement Lenders shall be necessary (i) to waive any obligation of the Borrower to pay interest at the rate set forth in Section 5.1(c) during the continuance of an Event of Default or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder;
(e) change Section 5.6 or 12.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby;
(f) [Intentionally Omitted];
(g) except as otherwise permitted by this Section 14.2 change any provision of this Section or reduce the percentages specified in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;
(h) and delivered consent to the Administrative Agent and, in the case assignment or transfer by any Credit Party of an amendment, signed by the such Credit Parties; providedParty's rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 11.4), in each case, that:without the written consent of each Lender; or
(ai) release (i) the General Partner, (ii) all of the Subsidiary Guarantors or (iii) Subsidiary Guarantors comprising substantially all of the credit support for the Obligations, in any case, from the Guaranty Agreement (other than as authorized in Section 13.9), without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent shall (i) release any shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Issuing Lender under this Agreement or any Letter of Credit Parties, Application relating to any Letter of Credit issued or to be issued by it; (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the provisions Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. LEGAL02/32557961v11 In connection with a proposed merger or consolidation of the Borrower in accordance with Section 11.4(h) to a corporation or limited partnership, the parties agree to effect, simultaneously with such transaction, all necessary and appropriate modifications to the terms and conditions of this Agreement and the other Loan Documents to which it is a party (including without limitation the ability of the Borrower to make payments under Section 11.6, taking into account the effect of any change in the tax status of the Borrower on its financial condition and the applicable financial covenants) to reflect the corporate existence of such successor corporation and any other matters in form acceptable to the Required Lenders; provided, that such modified terms and conditions convey to the parties substantially the same rights and obligations provided under the Loan Documents to which it is a party immediately prior to such transaction. Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent, to enter into amendments or modifications to this Agreement (including amendments to this Section 14.2) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Section 5.14 (including as applicable, (1) to permit the New Loans to share ratably in the benefits of this Agreement and the other Loan Documents and (2) to include the New Loan Revolving Credit Commitments or outstanding New Loans in any determination of (i) Article XIII Required Lenders or (ii) similar required lender terms applicable thereto); provided that no amendment or modification shall be made result in any increase in the amount of any Lender's Revolving Credit Commitment or any increase in any Lender's LEGAL02/32557961v11 Revolving Credit Commitment Percentage, in each case, without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender such affected therebyLender.
Appears in 1 contract
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other Borrower; provided, that no amendment, waiver or consent specifically impacting only shall:
(a) [Reserved]
(b) increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11.2) or the amount of Term Loans of any Lender, in any case, without the written consent of such Lender;
(c) waive, extend or postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment (excluding mandatory prepayments) of principal, such amendmentinterest, waiver fees or consent is in writing signed by other amounts due to the Required Agreement Lenders (or by any of them) hereunder or under any other Loan Document without the Administrative Agent with written consent of each Lender directly and adversely affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on, any Term Loan, or (subject to clause (ii) of the proviso set forth in the paragraph below) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Agreement Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the rate set forth in Section 6.1(c) during the continuance of an Event of Default;
(e) change Section 6.6 or Section 11.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby;
(f) change Section 5.4(c)(v) in a manner that would alter the order of application of amounts prepaid pursuant thereto without the written consent of each Lender directly and adversely affected thereby;
(g) except as otherwise permitted by this Section 13.2, change any provision of this Section 13.2 or reduce the percentages specified in the definition of “Required Lenders,” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;
(h) and delivered consent to the Administrative Agent and, in the case assignment or transfer by any Credit Party of an amendment, signed by the such Credit Parties; providedParty’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 10.4), in each case, that:without the written consent of each Lender;
(ai) release (i) all of the Subsidiary Guarantors or (ii) Subsidiary Guarantors comprising substantially all of the credit support for the Secured Obligations, without the written consent of each Lender; or
(j) release all or substantially all of the Collateral (other than as authorized in Section 12.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent shall (i) release any shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Credit Parties, Administrative Agent under this Agreement or any other Loan Document; (ii) increase the amount Fee Letter may be amended, or extend rights or privileges thereunder waived, in a writing executed only by the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Creditparties thereto, (iii) extend any waiver, amendment or modification of this Agreement that by its terms affects the originally scheduled time rights or times duties under this Agreement of payment Lenders holding Term Loans of a particular Class (but not the Lenders holding Term Loans of any other Class) may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite percentage in interest of the principal affected Class of any Revolving Credit Loan or Reimbursement Obligation or Lenders that would be required to consent thereto under this Section 13.2 if such Class of Lenders were the time or times only Class of payment of interest or fees on any Revolving Credit Loan or Reimbursement ObligationLenders hereunder at the time, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, and (vi) permit the Administrative Agent and the Borrower shall be permitted to amend any subordination provision of the principal Loan Documents (and such amendment shall become effective without any further action or interest on consent of any Revolving Credit other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted error or contemplated omission of a technical or immaterial nature in any such provision. Notwithstanding anything in this AgreementAgreement to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent, to enter into amendments or modifications to this Agreement (including, without limitation, amendments to this Section 13.2) of or any of the Credit Parties' rights other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Sections 5.5 and obligations hereunder or 6.13 (viiiincluding, without limitation, as applicable, (1) amend to permit the provisions Specified Refinancing Debt and/or Incremental Term Loans to share ratably in the benefits of this Section 14.11 Agreement and the other Loan Documents and (2) to include the Incremental Term Loan Commitments or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent to the provisions outstanding Specified Refinancing Debt and/or Incremental Term Loans in any determination of (i) Article XIII Required Lenders or (ii) similar required lender terms applicable thereto); provided that no amendment or modification shall be made result in any increase in the amount of any Lender’s Commitment or any increase in any Lender’s Term Loan Percentage, in each case, without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender such affected therebyLender.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Beacon Roofing Supply Inc)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other Borrower; provided, that no amendment, waiver or consent specifically impacting only shall:
(a) [reserved];
(b) increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11.2) or the amount of Term Loans of any Lender, in any case, without the written consent of such Lender;
(c) waive, extend or postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment (excluding mandatory prepayments) of principal, such amendmentinterest, waiver fees or consent is in writing signed by other amounts due to the Required Agreement Lenders (or by any of them) hereunder or under any other Loan Document without the Administrative Agent with written consent of each Lender directly and adversely affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on, any Term Loan, or (subject to clause (ii) of the proviso set forth in the paragraph below) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Agreement Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the rate set forth in Section 6.1(c) during the continuance of an Event of Default;
(e) change Section 6.6 or Section 11.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby;
(f) change Section 5.4(c)(v) in a manner that would alter the order of application of amounts prepaid pursuant thereto without the written consent of each Lender directly and adversely affected thereby;
(g) except as otherwise permitted by this Section 13.2, change any provision of this Section 13.2 or reduce the percentages specified in the definition of “Required Lenders,” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;
(h) and delivered consent to the Administrative Agent and, in the case assignment or transfer by any Credit Party of an amendment, signed by the such Credit Parties; providedParty’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 10.4), in each case, that:without the written consent of each Lender;
(ai) release (i) all of the Subsidiary Guarantors or (ii) Subsidiary Guarantors comprising substantially all of the credit support for the Secured Obligations, without the written consent of each Lender; or
(j) release all or substantially all of the Collateral (other than as authorized in Section 12.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent shall (i) release any shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Credit PartiesAdministrative Agent under this Agreement or any other Loan Document, (ii) increase the amount Fee Letter may be amended, or extend rights or privileges thereunder waived, in a writing executed only by the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Creditparties thereto, (iii) extend any waiver, amendment or modification of this Agreement that by its terms affects the originally scheduled time rights or times duties under this Agreement of payment Lenders holding Term Loans of a particular Class (but not the Lenders holding Term Loans of any other Class) may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite percentage in interest of the principal affected Class of any Revolving Credit Loan or Reimbursement Obligation or Lenders that would be required to consent thereto under this Section 13.2 if such Class of Lenders were the only Class of Lenders hereunder at the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, and (vi) permit the Administrative Agent and the Borrower shall be permitted to amend any subordination provision of the principal Loan Documents (and such amendment shall become effective without any further action or interest on consent of any Revolving Credit other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted error or contemplated omission of a technical or immaterial nature in any such provision. Notwithstanding anything in this AgreementAgreement to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent, to enter into amendments or modifications to this Agreement (including, without limitation, amendments to this Section 13.2) of or any of the Credit Parties' rights other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Sections 5.5 and obligations hereunder or 6.13 (viiiincluding, without limitation, as applicable, (1) amend to permit the provisions Specified Refinancing Debt and/or Incremental Term Loans to share ratably in the benefits of this Section 14.11 Agreement and the other Loan Documents and (2) to include the Incremental Term Loan Commitments or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent to the provisions outstanding Specified Refinancing Debt and/or Incremental Term Loans in any determination of (i) Article XIII Required Lenders or (ii) similar required lender terms applicable thereto); provided that no amendment or modification shall be made result in any increase in the amount of any Lender’s Commitment or any increase in any Lender’s Term Loan Percentage, in each case, without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender such affected therebyLender.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Beacon Roofing Supply Inc)
Amendments, Waivers and Consents. Except as set forth belowIn order for any amendment, any termchange, covenantwaiver, agreement discharge or condition termination of this Agreement or any of the other Loan Documents may to be amended or waived by binding on the Lenders, Lenders and any consent given by the Lenders, if, but only if, (a) in members of the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneouslyConsolidated Shorewood Group, such amendment, waiver change, waiver, discharge or consent is termination must be in writing and signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered ; provided that to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, be binding no such amendment, waiver change, waiver, discharge or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each case, thattermination shall:
(a) no amendmentextend the Revolving Loans Maturity Date or the Term Loans Maturity Date without the consent of all the Lenders, waiver or postpone or extend the time for any payment or prepayment of principal to any Lender without the consent shall of such Lender;
(ib) release reduce the rate (other than as a result of waiving the applicability of any of the Credit Parties, (iipost-default increase in interest rates) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan made by or Reimbursement Obligation, any fees hereunder for the account of any Lender without the consent of such Lender;
(ivc) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce waive the principal amount of any Revolving Credit Loan made by any Lender without the consent of such Lender;
(d) increase or Reimbursement Obligation, extend the Commitment of a Lender over the amount thereof in effect without the consent of such Lender (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Credit Parties' rights and obligations hereunder or (viii) amend Commitments shall not constitute an increase in the provisions Commitment of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent to the provisions of (i) Article XIII shall be made without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected thereby.any Lender);
Appears in 1 contract
Amendments, Waivers and Consents. Except as set forth below, any term, covenant, agreement or condition of this Agreement or any Any provision of the other Loan Credit Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment or waiver is in writing and is signed by (a) in the case of an amendmentCompany, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of b) the Required Lenders, and (c) and delivered to if the rights or duties of the Administrative Agent andAgent, in the Other Agents, the Swingline Lender or any Issuing Bank are affected thereby, the Administrative Agent, the Other Agents, the Swingline Lender or such Issuing Bank, as the case of an amendmentmay be, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each case, provided that:
(ai) no amendment, amendment or waiver or consent shall (i) release any of the Credit Parties, (iiA) increase or extend any Commitment of any Lender without the consent of such Lender, or (B) reduce the amount of or extend postpone the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally date for any scheduled time or times of payment of the any principal of or interest (including, without limitation, any Revolving Credit reduction in the rate of interest unless such reduction is otherwise provided herein) on any Loan or Reimbursement Obligation or of any fee payable hereunder, without the time or times consent of payment of interest or fees on each Lender owed any Revolving Credit Loan or Reimbursement such Obligation, (ivC) reduce the rate of interest or fees payable on release any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of Collateral for any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment Collateralized Obligations (other than as specifically permitted or contemplated provided in this Agreementaccordance with Section 7.4) without the consent of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement all Lenders, without (D) release (1) the prior written consent of each Lender affected thereby; and
NDC Guaranty (bexcept as expressly provided for therein), during any period that there is a Designated Borrower, (2) no amendmentthe NHIL Guaranty (except as expressly provided for therein), waiver or consent to the provisions of (i3) Article XIII shall be made without the written consent of the Administrative Agent and any Subsidiary Guaranty (ii) Article III without the written consent of each Issuing Lender affected thereby.except as expressly provided for therein)
Appears in 1 contract
Samples: Revolving Credit Agreement (Noble Corp / Switzerland)
Amendments, Waivers and Consents. Except as set forth belowbelow and in Section 2.9 or as specifically provided in any other Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties Borrower and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit PartiesSubsidiary party thereto; provided, in each case, that:
(a) that no amendment, waiver or consent shall (ia) release waive any condition set forth in Section 5.2 without the written consent of each Lender, (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11.2) or the amount of Loans of any Lender without the written consent of such Lender, (c) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the Credit Partieswritten consent of each Lender directly affected thereby, (iid) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of reduce the principal of any Revolving Credit Loan or Reimbursement Obligation of, or the time or times of payment rate of interest or fees on specified herein on, any Revolving Credit Loan or Reimbursement Obligation, or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided that only the consent of the Required Lenders shall be necessary (i) to waive any obligation of the Borrower to pay interest at the rate set forth in Section 4.1(c) during the continuance of an Event of Default, or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement ObligationL/C Obligation or to reduce any fee payable hereunder, (vf) reduce change Section 4.4 or Section 4.5 in a manner that would alter the principal amount pro rata sharing of any Revolving Credit Loan or Reimbursement Obligationpayments required thereby without the written consent of each Lender directly affected thereby, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (viig) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' Borrower’s rights and obligations hereunder or without the consent of each Lender, (viiih) amend the provisions change any provision of this Section 14.11 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or Required Agreement Lendersotherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender affected thereby; and
Lender, (bi) release all of the Guarantors or release Guarantors comprising substantially all of the credit support for the Borrower Obligations, in either case, from the Guaranty Agreement (other than as authorized in Section 12.9), without the written consent of each Lender, or (j) release all or a material portion of the collateral or release any Security Document (other than as authorized in Section 12.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender. In addition, no amendment, waiver or consent to the provisions of (i) Article XIII 12 shall be made without the written consent of the Administrative Agent and Agent, (ii) Article III 3 shall be made without the written consent of each the Issuing Lender, (iii) Section 2.2 shall be made without the written consent of the Swingline Lender, and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender affected therebyshall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.
Appears in 1 contract
Samples: Credit Agreement (Rare Hospitality International Inc)
Amendments, Waivers and Consents. Except as set forth below, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Requisite Lenders (or by the Administrative Agent with the consent of the Required Requisite Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit PartiesBorrowers; provided, in that without the prior written consent of each case, that:
(a) Lender no amendment, waiver or consent shall shall: (i) release any increase the Facility Amount, the Revolving Sublimit or the Letter of the Credit PartiesSublimit, (ii) increase postpone the amount Maturity Date or extend change the time date on which any monthly payment of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, interest is due; (iii) extend reduce the originally scheduled time or times of payment of the principal of Interest Rate payable on any Revolving Credit Loan or Reimbursement Obligation Letter of Credit Advance, or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, Fee; (iv) reduce amend the rate "Advance Rate" percentage set forth in the chart that is part of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, Section 3.3; (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit PartiesBorrowers' rights and obligations hereunder hereunder; (vi) release Guarantor; (vii) release any Collateral or consent to the transfer, pledge, mortgage or assignment of any Collateral, other than as specifically provided in this Agreement; or (viii) amend the provisions of this Section 14.11 or 11.10, the definition of Required Requisite Lenders or Required any other provision of this Agreement Lendersspecifying the number or percentage of Lenders required to (a) amend, without the prior written consent waive or otherwise modify any rights of each Lender affected thereby; and
Lenders hereunder, (b) make any determination that is to be made by Lenders or (c) grant any consent that is required to be obtained from Lenders. In addition, no amendment, amendment or waiver or consent to of the provisions of (i) Article XIII XI shall be made without the written consent of the Administrative Agent and (ii) Article III no Lender's Commitment may be increased without the written consent of each Issuing Lender affected therebysuch Lender's consent.
Appears in 1 contract
Samples: Revolving Credit Loan Agreement (Orleans Homebuilders Inc)
Amendments, Waivers and Consents. Except as set forth belowSubject to Section 2.17 and the last paragraph of this Section 8.5, any term, covenant, agreement or condition provision of this Agreement or any of the other Loan Documents may be amended or waived by or the Lenders, and any subject of a consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing and is signed by each Borrower affected thereby and the Required Lenders Banks (and, if the rights or duties of the Administrative Agent are affected thereby, by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, Agent); provided that no such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each case, that:
(a) no amendment, waiver or consent shall (ia) release increase or decrease the Tranche A Commitment Amount of any Tranche A Bank, Tranche B Commitment Amount of any Tranche B Bank or the Credit PartiesCommitment Amount of any Bank (except as provided in Sections 2.17 and 8.6(c)) or subject any Bank to any additional obligation without the written consent of, as applicable, such Tranche A Bank, such Tranche B Bank, or such Bank, (iib) increase the amount reduce or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of forgive the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligationany fees to the Banks hereunder without the written consent of each Bank affected thereby, (vc) reduce postpone the final date fixed for any payment of principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted fees to the Banks hereunder or contemplated in this Agreement) of any for the termination of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, Commitments without the prior written consent of each Lender Bank affected thereby, (d) change Section 8.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Bank, (e) change the definition of “Required Banks” or this Section 8.5 without the written consent of each Bank or (f) change the percentage of the Commitment Amounts or of the aggregate unpaid principal amount of the Loans, or the number of Banks, which shall be required for the Banks or any of them to take any action under this Section 8.5 or any other provision of this Agreement without the written consent of each Bank. No delay or omission on the part of the Banks, or any holder hereof in exercising any right hereunder shall operate as a waiver of such right or of any other rights of the Bank or such holder, nor shall any delay, omission or waiver on any one occasion be deemed a bar or waiver of the same or any other right on any further occasion. Notwithstanding anything to the contrary contained herein, the Borrowers may modify Schedule 4.11 hereto from time to time:
(a) without consent of the Administrative Agent or the Banks,
(i) to designate additional then-existing Borrowers as Designated Parent Borrowers or to designate additional entities as Designated Subsidiaries by delivering to the Administrative Agent and the Banks (A) a revised Schedule 4.11 reflecting such designations and (B) a certification by an Authorized Signatory of each applicable Borrower that (x) each of its Subsidiaries being newly designated pursuant to such revised Schedule 4.11 is formed for the purpose of making, and shall only make, one or more “Designated Subsidiary Investments” (as defined below) and (y) the Designated Subsidiary Investment(s) then being made by each applicable Designated Parent Borrower in each applicable Designated Subsidiary, plus the value of all other Designated Subsidiary Investments owned by such Designated Parent Borrower, is less than or equal to five percent (5%) of the Net Asset Value of such Designated Parent Borrower at the time of such designation and investment,
(ii) to consolidate Designated Subsidiaries into one or more Designated Subsidiaries of a Designated Parent Borrower by delivering to the Administrative Agent and the Banks a revised Schedule 4.11 reflecting such consolidations, or
(iii) to terminate the status of Borrowers as Designated Parent Borrowers or to terminate the status of entities as Designated Subsidiaries by delivering to the Administrative Agent and the Banks a revised Schedule 4.11 reflecting such terminations (and each such delivery shall be deemed to be a representation and warranty by each applicable Borrower that it no longer owns such Subsidiary being terminated or, if all of its Designated Subsidiaries are being terminated, that it no longer owns any Subsidiary); and
(b) no amendment, waiver or consent to with the provisions of (i) Article XIII shall be made without the written consent of the Administrative Agent and (ii) Article III without Agent, acting with the written consent of each Issuing Lender the Required Banks, to designate then existing additional Borrowers as Designated Parent Borrowers or to designate additional entities as Designated Subsidiaries pursuant to a written request for designation from the affected therebyBorrower to the Administrative Agent.
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Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Parent Borrower; provided, that no amendment, waiver or consent shall:
(a) without the prior written consent of the Required Revolving Credit Parties and Lenders, amend, modify or waive (bi) Section 6.2 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Credit Lenders (pursuant to, in the case of any such amendment to a provision hereof other amendmentthan Section 6.2, waiver any substantially concurrent request by the Parent Borrower for a borrowing of Revolving Credit Loans) to make Revolving Credit Loans when such Revolving Credit Lenders would not otherwise be required to do so, (ii) the amount of the Swingline Commitment or (iii) the amount of the L/C Commitment;
(b) [RESERVED];
(c) extend or increase the Revolving Credit Commitment of any Revolving Credit Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 12.2) or the amount of Loans of any Lender without the written consent specifically impacting only of such Revolving Credit Lender;
(d) waive, extend or postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment or mandatory prepayment of principal, such amendmentinterest, waiver fees or consent is in writing signed by other amounts due to the Required Agreement Lenders (or by any of them) hereunder or under any other Loan Document without the Administrative Agent with written consent of each Lender directly affected thereby;
(e) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided that only the consent of the Required Agreement Lenders shall be necessary (i) to waive any obligation of the Borrowers to pay interest at the rate set forth in Section 5.1(c) during the continuance of an Event of Default, or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder;
(f) (i) change Section 5.4 or Section 12.4 in a manner that would alter the pro rata sharing of payments required thereby or (ii) change Section 12.4 in a manner that would alter the order in which payments and proceeds received by the Lenders are applied to repay the Obligations or Secured Obligations, in either case without the written consent of each Lender directly affected thereby;
(g) change any provision of this Section or the definition of “Required Lenders” or “Required Revolving Credit Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
(h) and delivered consent to the Administrative Agent and, in the case assignment or transfer by any Credit Party of an amendment, signed by the such Credit Parties; providedParty’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 11.4), in each case, that:without the written consent of each Lender;
(ai) release (i) all of the Subsidiary Guarantors or (ii) Subsidiary Guarantors comprising substantially all of the credit support for the Secured Obligations, in any case, from any Guaranty Agreement (other than as authorized in Section 13.9), without the written consent of each Lender; or
(j) release all or substantially all of the Collateral or release any Security Document (other than as authorized in Section 13.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender; provided further that (i) no amendment, waiver or consent shall (i) release any shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Issuing Lender under this Agreement or any Letter of Credit Parties, Application relating to any Letter of Credit issued or to be issued by it; (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the provisions Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iiii) Article XIII no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; (v) 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 Class (but not the Lenders holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by the Parent Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time; and (vi) the Administrative Agent and the Parent Borrower shall be made permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Parent Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender. In addition, notwithstanding anything to the contrary contained herein, each Lender hereby authorizes the Administrative Agent on its behalf, and without its further consent, to enter into amendments to this Agreement (including, without limitation, amendments to this Section 14.2) and the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent may reasonably deem appropriate in order to effectuate (x) any increase in the Revolving Credit Commitment pursuant to Section 2.7 or any Incremental Term Loans pursuant to Section 2.8, including, without limitation, amendments to permit such increases in the Revolving Credit Commitment and any Incremental Term Loans to share ratably in the benefits of this Agreement and the other Loan Documents and to include appropriately any Lenders under such increases in the Revolving Credit Commitment and any Incremental Term Loans in any determination of Required Lenders and (y) any amendment in connection with a Refinancing Amendment; provided that no such amendment shall adversely affect in any material respect the rights of any Lender, in each case, without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected therebysuch Lender.
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Amendments, Waivers and Consents. Except For purposes of this Agreement and all agreements, documents and instruments executed pursuant hereto, except as otherwise specifically set forth belowherein or therein, no course of dealing between the Company and any Investor and no delay on the part of any party hereto in exercising any rights hereunder or thereunder shall operate as a waiver of the rights hereof and thereof. No covenant or other provision hereof or thereof may be amended or waived otherwise than by a written instrument signed by the party so amending or waiving such covenant or other provision; provided, however, that except as otherwise provided herein or therein, changes in or additions to, and any consents required by, this Agreement may be made, and compliance with any term, covenant, agreement condition or condition of this Agreement or any of the other Loan Documents provision set forth herein may be amended omitted or waived (either generally or in a particular instance and either retroactively or prospectively), by the Lenders, and any a consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is consents in writing signed by the Required Lenders (or by the Administrative Agent with the consent Investors holding a majority of the Required Lendersoutstanding shares of Series B Preferred Stock (including for such purposes, on a proportional basis, any Conversion Shares into which any of the Series B Preferred Shares have been converted that have not been sold to the public) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendmentsuch change or addition) the Company; provided, however, that the amendment or waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed of any provision which by the Required Agreement Lenders (its terms or by the Administrative Agent with terms of the Charter requires the consent or approval of more than holders of a majority of the Required outstanding shares of Series B Preferred Stock shall only be effective if it is signed by holders of such requisite percentage. All references in this Agreement Lenders) and delivered to holders of a majority or a specific percentage of the Administrative Agent andoutstanding shares of Series B Preferred Stock refer to holders of a majority or such specific percentage of the outstanding shares of Series B Preferred Stock, in as the case of an amendmentmay be, signed by the Credit Parties; provided, in each case, that:
(a) no amendment, waiver or consent shall (i) release any of the Credit Parties, (ii) increase the amount outstanding Series B Preferred Shares and Conversion Shares on an as converted basis. Any amendment or extend waiver effected in accordance with this Section 7.1 shall be binding upon each holder of Series B Preferred Shares purchased under this Agreement at the time outstanding (including securities into which such Series B Preferred Shares have been converted), each future holder of all such securities and the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent to the provisions of (i) Article XIII shall be made without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected therebyCompany.
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Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended amended, consented to or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, consent or waiver or consent is in writing and is signed by the Borrower and the Required Lenders (or by the Borrower and the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit PartiesAgent; provided, in each case, that:
(a) that no amendment, waiver or consent shall shall:
(i) release any of the Credit Parties, (iia) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal Term Loan Commitment of any Revolving Credit Lender (or reinstate any Term Loan or Reimbursement Obligation Commitment terminated pursuant to Section 9.2) or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) Term Loans of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement LendersLender, in any case, without the prior written consent of such Lender;
(b) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document, without the written consent of each Lender directly and adversely affected thereby;
(c) reduce the principal of, or the rate of interest specified herein on, any Term Loan, or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; andprovided that only the consent of the Required Lenders shall be necessary to waive any obligation of the Borrower to pay interest at the rate set forth in Section 4.1(c) during the continuance of an Event of Default;
(bd) change Section 4.6 or Section 9.4 in a manner that would alter the pro rata sharing of payments or order of payments required thereby without the written consent of each Lender directly and adversely affected thereby;
(e) except as otherwise permitted by this Section 11.2 change any provision of this Section or reduce the percentages specified in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
(f) consent to the assignment or transfer by any Credit Party of such Credit Party’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 8.2), in each case, without the written consent of each Lender;
(g) [Reserved]; or
(h) release all of the Subsidiary Guarantors or Subsidiary Guarantors with assets or operations constituting substantially all of the Consolidated Net Tangible Assets or Consolidated Net Income of the Borrower and its Subsidiaries, in any case, from the Subsidiary Guaranty Agreement (other than as authorized in Section 10.9), without the written consent of each Lender; provided further, that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the provisions of (i) Article XIII shall be made without Lenders required above, affect the written consent rights or duties of the Administrative Agent under this Agreement or any other Loan Document. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that (A) the Term Loan Commitment of such Lender may not be increased or extended without the consent of such Lender and (iiB) Article III the maturity date of such Lender’s Term Loans or other Obligations may not be extended without the written consent of each Issuing Lender affected therebysuch Lender.
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Samples: Term Loan Agreement (Owens Corning)
Amendments, Waivers and Consents. (a) Except as set -------------------------------- forth below, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit PartiesBorrower; provided, in each case, that:
(a) that -------- no amendment, waiver or consent shall (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of CreditLoans, (iiiii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement ObligationLoan, (iviii) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement ObligationLoan, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (viiv) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement ObligationLoan, (viiv) permit release any assignment Security Document (other than as specifically permitted or contemplated in this Agreement) of any of Agreement or the Credit Parties' rights and obligations hereunder or applicable Security Document), (viiivi) amend the provisions of this Section 14.11 12.11 or the definition of Required Lenders (vii) amend the provisions of Section 4.4 providing that all payments to the Lenders shall be pro rata in accordance with their respective Commitment Percentages or Required Agreement Lenders(viii) amend the several nature of the obligations of the Lenders under this Agreement, without the prior written consent of each Lender affected thereby; and
(b) Lender. In addition, no amendment, waiver or consent to the provisions of (i) Article XIII XII shall be made without the written consent of the Administrative Agent and Agent.
(iib) Article III Each provision hereof which is incorporated by reference from the C- TEC Credit Facility or CCSM Credit Facility shall be incorporated herein as amended from time to time pursuant to the terms in each case thereof, without the written requirement of any separate consent of each Issuing Lender affected therebyhereunder.
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Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other Borrowers; provided, that no amendment, waiver or consent specifically impacting only shall:
(a) increase the Revolving Credit Commitment of any Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 9.2) or the amount of Loans of any Lender, in any case, without the written consent of such Lender;
(b) waive, extend or postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment of principal, such amendmentinterest, waiver fees or consent is in writing signed by other amounts due to the Required Agreement Lenders (or by any of them) hereunder or under any other Loan Document without the Administrative Agent with written consent of each Lender directly and adversely affected thereby (it being understood that a waiver of a mandatory prepayment under Section 2.11(b) shall only require the consent of the Required Agreement Lenders);
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the proviso set forth in the paragraph below) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and delivered adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary (i) to waive any obligation of the Borrowers to pay interest at the rate set forth in Section 4.1(b) during the continuance of an Event of Default or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder;
(d) change Section 4.6 or Section 9.4 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby;
(e) except as otherwise permitted by this Section 11.2 change any provision of this Section or reduce the percentages specified in the definitions of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;
(f) consent to the Administrative Agent and, in the case assignment or transfer by any Credit Party of an amendment, signed by the such Credit Parties; providedParty’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 8.4), in each case, that:without the written consent of each Lender;
(ag) release any Guarantor from its Guaranty Agreement (other than as authorized in Section 10.9), without the written consent of each Lender;
(h) release all or substantially all of the Collateral or release any Security Document (other than as authorized in Section 10.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender; or
(i) change Section 2.11(b)(v) in a manner that would alter the order of application of amounts prepaid pursuant thereto without the written consent of each Lender directly and adversely affected thereby; provided further, that (i) no amendment, waiver or consent shall (i) release any shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Issuing Lender under this Agreement or any Letter of Credit Parties, Application relating to any Letter of Credit issued or to be issued by it; (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the provisions Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document and (iv) the Administrative Agent and the Borrowers shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrowers shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Credit Commitment of such Lender may not be increased or extended without the consent of such Lender. Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent, to enter into amendments or modifications to this Agreement (including, without limitation, amendments to this Section 11.2) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Section 2.7 (including, without limitation, as applicable, (1) to permit the Incremental Term Loans and the Revolving Credit Facility Increase to share ratably in the benefits of this Agreement and the other Loan Documents and (2) to include the Incremental Term Loans and the outstanding Revolving Credit Facility Increase, as applicable, or outstanding Incremental Term Loans and outstanding Revolving Credit Facility Increase, as applicable, in any determination of (i) Article XIII Required Lenders or (ii) similar required lender terms applicable thereto); provided that no amendment or modification shall be made result in any increase in the amount of any Lender’s Revolving Credit Commitment or the amount of such Lender’s Loans or any increase in any Lender’s Revolving Credit Commitment Percentage, in each case, without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender such affected therebyLender.
Appears in 1 contract
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other Borrower; provided, that no amendment, waiver or consent specifically impacting only shall:
(a) increase the Revolving Credit Commitment of any Revolving Credit Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 10.2) or the amount of Loans of any Lender, in any case, without the written consent of such Revolving Credit Lender;
(b) postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment or mandatory prepayment of principal, such amendmentinterest, waiver fees or consent is in writing signed by other amounts due to the Required Agreement Lenders (or by any of them) hereunder or under any other Loan Document without the Administrative Agent with written consent of each Lender directly and adversely affected thereby;
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the second proviso to this Section 12.2) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Agreement Lenders shall be necessary (i) to waive any obligation of the Borrower to pay interest at the rate set forth in Section 4.1(c) during the continuance of an Event of Default or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder;
(d) change Section 4.6 or Section 10.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby;
(e) change any provision of this Section 12.2 or reduce the percentages specified in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;
(f) and delivered consent to the Administrative Agent and, in the case assignment or transfer by any Credit Party of an amendment, signed by the such Credit Parties; providedParty’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 9.4), in each case, that:without the written consent of each Lender;
(ag) release (i) all of the Guarantors or (iii) Guarantors comprising substantially all of the credit support for the Obligations, in any case, from any Guaranty Agreement (other than as authorized in Sections 11.8 and 11.9), without the written consent of each Lender; or
(h) release all or substantially all of the Collateral or release any Security Document (other than as authorized in Section 11. 8 and 11.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent shall (i) release any shall, unless in writing and signed by the Issuing Bank in addition to the Lenders required above, affect the rights or duties of the Issuing Bank under this Agreement or any Letter of Credit Parties, Agreement relating to any Letter of Credit issued or to be issued by it; (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the provisions Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iiii) Article XIII shall be made without no amendment, waiver or consent shall, unless in writing and signed by the written consent Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) the Commitment and Engagement Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto and (iiv) Article III any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders holding Loans of a particular Class (but not the Lenders holding Loans or of any other Class) may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section 12.2 if such Class of Lenders were the only Class of Lenders hereunder at the time. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Credit Commitment of such Lender may not be increased or extended without the written consent of such Lender. Notwithstanding anything to the contrary contained in this Section 12.2, if the Administrative Agent and the Borrower shall have jointly identified an obvious error (including, but not limited to, an incorrect cross-reference) or any error or omission of a technical nature, in each Issuing Lender affected therebycase, in any provision of any Loan Document, then the Administrative Agent and/or the Collateral Agent (acting in their sole discretion) and the Borrower or any other relevant Credit Party shall be permitted to amend such provision or cure any ambiguity, defect or inconsistency and such amendment shall become effective without any further action or consent of any other party to any Loan Document. Notwithstanding anything to the contrary, without the consent of any other Person, the applicable Credit Party or Parties and the Administrative Agent may (in its or their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with Applicable Law.
Appears in 1 contract
Amendments, Waivers and Consents. Except as set forth below, any term, covenant, agreement or condition For the purposes of this Agreement Agreement, no course of dealing between or among any of the other Loan Documents may parties hereto and no delay on the part of any party hereto in exercising any rights hereunder or thereunder shall operate as a waiver of the rights hereof and thereof. The following shall be amended or waived by the Lenders, and sufficient to effect any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or modification of this Agreement: the written consent of Investors holding a majority of the Registrable Securities then held by all Investors, the Company and Stockholders holding at least a majority of the outstanding shares of Registrable Securities then held by the Stockholders; provided, that any party may waive any provision hereof with respect to such party intended for which its benefit by written consent; provided, further, that the provisions contained in Article II may be amended, modified or waived only with the added consent of the holders of not less than a substantially similar corresponding amendmentmajority of the Registrable Securities then outstanding , waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneouslyprovided, however, that any such amendment, modification or waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each case, that:
(a) no amendment, waiver or consent shall (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment that disproportionately (other than as specifically permitted a result of disproportionate stockholdings) and adversely affects any Investor or contemplated in this Agreement) Stockholder shall require the prior written consent of such Investor or Stockholder, it being understood and agreed that the grant of registration rights to third parties shall not be deemed to disproportionately or adversely affect any particular Investor or Stockholder; and provided, further, that the provisions of Section 2.1 may be amended modified or waived only with the Credit Parties' rights added consent of those Founders holding a majority of Registrable Securities then held by the Founders; and obligations hereunder or (viii) amend provided still further, that the provisions of this Section 14.11 3.1 may be amended, modified or waived only with the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent to the provisions of (i) Article XIII shall be made without the written consent holders of not less than a majority of the Administrative Agent and Registrable Securities then outstanding which were initially held by Hasbro, (ii) Article III without holders of not less than a majority of the written consent Registrable Securities then outstanding which were initially held by Acer, (iii) holders of not less than a majority of the Registrable Securities then outstanding which were initially held by FAC, (iv) holders of not less than a majority of the Registrable Securities then outstanding which were initially held by the Series C Investors, (v) holders of not less than a majority of the Registrable Securities then outstanding which were initially held by the Series D Investors, (vi) holders of not less than a majority of the Registrable Securities then outstanding which were initially held by the Series E Investors, (vii) holders of not less than a majority of the Registrable Securities then outstanding which were initially held by the Series F Investors, (viii) the Company and (ix) Stockholders holding at least a majority of the outstanding shares of Registrable Securities then held by all Stockholders. Notwithstanding anything in this Agreement to the contrary, the Company shall amend (which amendments shall not require the consents of the holders of Registrable Securities or any particular Investor or Stockholder in accordance with this Section 3.1) Schedule I hereto to include each Issuing Lender affected therebyadditional holder of Series F Preferred Stock executing a Counterpart Signature Page, any Additional Stockholder or to reflect any permitted transfer pursuant to Section 2.7.
Appears in 1 contract
Amendments, Waivers and Consents. Except as set forth below, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit PartiesBorrower; provided, in each case, that:
(a) that no amendment, waiver or consent shall (i) release any of the Credit Parties, (iia) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of CreditCredit (including without limitation pursuant to Section 2.8) or decrease or forgive the principal of any Loan or Reimbursement Obligation, (iiib) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (ivc) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vid) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viiie) amend the provisions of this Section 14.11 13.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) Lender. In addition, no amendment, waiver or consent to the provisions of (ia) Article XIII XII shall be made without the written consent of the Administrative Agent and (iib) Article III without the written consent of each the Issuing Lender affected therebyLender.
Appears in 1 contract
Amendments, Waivers and Consents. Except as set forth below, any term, covenant, agreement or condition of Neither this Agreement or nor any of the other Loan Documents Documents, nor any terms hereof or thereof may be amended amended, modified, extended, restated, replaced, or waived supplemented (by amendment, waiver, consent or otherwise) nor may Collateral be released except as specifically provided herein or in the Security Documents or in accordance with the provisions of this Section. The Required Lenders may or, with the written consent of the Required Lenders, and any consent given by the LendersAgent may, if, but only iffrom time to time, (a) enter into with the Company written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Company hereunder or thereunder or (b) waive or consent to the departure from, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided, however, that no such amendment, supplement, modification, release, waiver or consent shall:
(i) reduce the amount or extend the scheduled date of maturity of any Loan or Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (except in connection with a waiver of interest at the Default Rate which shall be determined by a vote of the Required Lenders) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender’s Commitment, in each case without the written consent of each Lender directly affected thereby; or
(ii) amend, modify or waive any provision of this Section or reduce the percentage specified in the case definition of an Required Lenders, without the written consent of all the Lenders; or
(iii) release the Company or all or substantially all of the value of the Guaranty, without the written consent of all of the Lenders; provided that the Agent may release any Guarantor permitted to be released pursuant to the terms of this Agreement; or
(iv) release all or substantially all of the value of the Collateral without the written consent of all of the Lenders; provided that the Agent may release any Collateral permitted to be released pursuant to the terms of this Agreement or the Security Documents; or
(v) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or
(vi) permit the Company to assign or transfer any of its rights or obligations under this Agreement or other Loan Documents without the written consent of all of the Lenders; or
(vii) amend, modify or waive any provision of the Loan Documents requiring consent, approval or request of the Required Lenders or all Lenders without the written consent of the Required Lenders or all the Lenders as appropriate; or
(viii) amend, modify or waive the pro rata sharing of payments by and among the Lenders without the written consent of each Lender directly affected thereby; or
(ix) amend, modify or waive any provision of Article VIII without the written consent of the then Agent. provided, further, that no amendment, waiver or consent affecting the rights or duties of the Agent, the Issuing Lender or the Swingline Lender under any Loan Document shall in any event be effective, unless in writing and signed by the Agent, the Issuing Lender and/or the Swingline Lender, as applicable, in addition to the Lenders required hereinabove to take such action. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Company, the Lenders, the Agent and all future holders of the Notes. In the case of any waiver, the Company, the Lenders and the Agent shall be restored to their former position and rights hereunder and under the outstanding Loans and Notes and other Loan Documents, and any Default or Event of Default permanently waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Company shall not be required for which any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9). Notwithstanding any of the foregoing to the contrary, the Company and the Agent, without the consent of any Lender, may enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to correct any obvious error or omission of a substantially similar corresponding technical nature, in each case that is immaterial (as determined by the Agent), in any provision of any Loan Document, if the same is not objected to in writing by the Required Lenders within five (5) Business Days following receipt of notice thereof. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (a) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein, (b) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and (c) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent with regard hereunder, except (i) that the Commitment of such Lender may not be increased or extended without the consent of such Lender and (ii) to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, extent such amendment, waiver or consent is in writing signed by impacts such Defaulting Lender more than the Required other Lenders (or by other a as a result of being a Defaulting Lender). For the Administrative Agent with the consent avoidance of the Required Lenders) doubt and delivered notwithstanding any provision to the Administrative Agent andcontrary contained in this Section 9.1, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders may be amended (or by the Administrative Agent amended and restated) with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each case, that:
(a) no amendment, waiver or consent shall (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent to the provisions of (i) Article XIII shall be made without the written consent of the Administrative Credit Parties and the Agent and (ii) Article III without the written consent of each Issuing Lender affected therebyin accordance with Section 2.2.
Appears in 1 contract
Samples: Credit Agreement (Universal Health Realty Income Trust)
Amendments, Waivers and Consents. Except as expressly set forth belowbelow in this Section, any term, covenant, agreement or condition of this Agreement AGREEMENT or of any of the other Loan Documents CREDIT DOCUMENTS may be amended or waived by the LendersREQUIRED LENDERS on behalf of the LENDERS, and any consent may be given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent REQUIRED LENDERS on behalf of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit PartiesLENDERS; provided, in each casehowever, that:
(a) that no amendment, waiver or consent shall (i) release any shall, without the prior written consent of all of the Credit Parties, LENDERS: (iia) increase the principal amount or extend the time for payment of any of the obligation LOANS; (b) change any COMMITMENT PERCENTAGE or COMMITMENT AMOUNT of any LENDER (except as specifically permitted to reflect an assignment pursuant to the Lenders to make Revolving Credit Loans or issue or participate in Letters assignment provisions of Credit, Section 10.1.2 of this AGREEMENT); (iiic) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation of the LOANS or the time or times of payment of interest or fees on any Revolving Credit Loan of the LOANS; (d) increase or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan of the LOANS or Reimbursement Obligation, as otherwise required by the CREDIT DOCUMENTS; (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vie) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder LOANS; (f) release substantially all of the COLLATERAL or the GUARANTORS; (viiig) amend the provisions of this Section 14.11 10.4 or of Section 6.3 or the definition definitions of Required Lenders ADMINISTRATIVE AGENT, APPLICABLE PERCENTAGE, BORROWER, LENDERS, COMMITMENT AMOUNT, COMMITMENT PERCENTAGE, or Required Agreement LendersREQUIRED LENDERS, or modify in any other manner the number or percentage of LENDERS required to make any determinations, waive any rights, or modify any provisions of this AGREEMENT; (h) reduce or forgive any commitment fees payable in accordance with Section 2.1.7 of this AGREEMENT; (i) waive any EVENT OF DEFAULT arising pursuant to a violation of either Section 6.3 or Section 7.1 of this AGREEMENT; (or) (j) waive the condition precedent to advances of proceeds of the LOANS set forth in Section 2.1.4 of this AGREEMENT with respect to any then continuing EVENTS OF DEFAULT. Except as expressly provided to the contrary in this AGREEMENT and with the exception of amendments to any provision of Article 9 of this AGREEMENT, this AGREEMENT may not be amended without the prior written consent of each Lender affected thereby; and
the BORROWER. The ADMINISTRATIVE AGENT and all of the LENDERS may amend or modify any provision of Article 9 of this AGREEMENT (b) no amendment, waiver or consent to the provisions of excluding (i) Article XIII shall be made without those provisions relating to the written consent rights of the Administrative Agent BORROWER, and (ii) Article III those provisions relating to the qualifications of a successor ADMINISTRATIVE AGENT) without the written need for any consent or approval from the BORROWER, it being acknowledged that the BORROWER is not a third-party beneficiary of each Issuing Lender affected therebyany of the provisions of Article 9 (without implying that the BORROWER has any other third-party beneficiary rights).
Appears in 1 contract
Samples: Loan and Security Agreement (Martek Biosciences Corp)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and Borrower; provided, that no amendment, waiver or consent shall:
(ba) without the prior written consent of the Required Lenders, amend, modify or waive Section 4.2 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Lenders (pursuant to, in the case of any such amendment to a provision hereof other amendmentthan Section 4.2, waiver any substantially concurrent request by the Borrower for a borrowing of Revolving Credit Loans) to make Revolving Credit Loans when such Lenders would not otherwise be required to do so;
(b) increase the Revolving Credit Commitment of any Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 10.2) or the amount of Loans of any Lender, in any case, without the written consent specifically impacting only of such Lender;
(c) postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment or mandatory prepayment of principal, such amendmentinterest, waiver fees or consent is in writing signed by other amounts due to the Required Agreement Lenders (or by any of them) or any mandatory reduction or termination of the Administrative Agent with Revolving Credit Commitment hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby;
(d) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Agreement Lenders shall be necessary (i) to waive any obligation of the Borrower to pay interest at the rate set forth in Section 3.1(c) during the continuance of an Event of Default or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or to reduce any fee payable hereunder;
(e) change Section 3.6 or Section 10.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby;
(f) except as otherwise permitted by this Section 12.2, change any provision of this Section or reduce the percentages specified in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby; or
(g) and delivered consent to the Administrative Agent and, in the case of an amendment, signed assignment or transfer by the Credit Parties; providedBorrower of the Borrower's rights and obligations under any Loan Document, in each case, that:
without the written consent of each Lender. provided further, that (ai) no amendment, waiver or consent shall (i) release any shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Credit Parties, Administrative Agent under this Agreement or any other Loan Document; and (ii) increase the amount Fee Letter may be amended, or extend rights or privileges thereunder waived, in a writing executed only by the time of parties thereto. Notwithstanding anything to the obligation of the Lenders contrary herein, no Defaulting Lender shall have any right to make Revolving Credit Loans approve or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of disapprove any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent to hereunder, except that the provisions Revolving Credit Commitment of (i) Article XIII shall such Lender may not be made increased or extended without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected therebysuch Lender.
Appears in 1 contract
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other Borrowers; provided, that no amendment, waiver or consent specifically impacting only shall:
(a) increase the Revolving Credit Commitment of any Lender (or reinstate any Revolving Credit Commitment terminated pursuant to Section 9.2) or the amount of Loans of any Lender, in any case, without the written consent of such Lender;
(b) waive, extend or postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment of principal, such amendmentinterest, waiver fees or consent is in writing signed by other amounts due to the Required Agreement Lenders (or by any of them) hereunder or under any other Loan Document without the Administrative Agent with written consent of each Lender directly and adversely affected thereby (it being understood that a waiver of a mandatory prepayment under Section 2.11(b) shall only require the consent of the Required Agreement Lenders);
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clauses (iv) and delivered (v) of the proviso set forth in the paragraph below) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary (i) to waive any obligation of the Borrowers to pay interest at the rate set forth in Section 4.1(b) during the continuance of an Event of Default or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder;
(d) change Section 4.6 or Section 9.4 in a manner that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby;
(e) except as otherwise permitted by this Section 11.2 change any provision of this Section or reduce the percentages specified in the definitions of “Required Lenders”, “Required Revolving Credit Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;
(f) consent to the Administrative Agent and, in the case assignment or transfer by any Credit Party of an amendment, signed by the such Credit Parties; providedParty’s rights and obligations under any Loan Document to which it is a party (except as permitted pursuant to Section 8.4), in each case, that:without the written consent of each Lender;
(ag) release any Guarantor from its Guaranty Agreement (other than as authorized in Section 10.9), without the written consent of each Lender;
(h) release all or substantially all of the Collateral or release any Security Document (other than as authorized in Section 10.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender;
(i) change Section 2.11(b)(v) in a manner that would alter the order of application of amounts prepaid pursuant thereto without the written consent of each Lender directly and adversely affected thereby; or
(j) without the prior written consent of the Required Revolving Credit Lenders, amend, modify or waive Section 5.2 if the effect of such amendment, modification or waiver is to require the Revolving Credit Lenders to make Revolving Credit Loans when such Revolving Credit Lenders would not otherwise be required to do so; provided further, that (i) no amendment, waiver or consent shall (i) release any shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Issuing Lender under this Agreement or any Letter of Credit Parties, Application relating to any Letter of Credit issued or to be issued by it; (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the provisions Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document or modify Section 11.27, (iv) the Administrative Agent and the Borrowers shall be permitted to amend any provision of the Loan Documents (and such amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrowers shall have jointly identified an obvious error or any error, ambiguity, defect, inconsistency or omission of a technical or immaterial nature in any such provision and (v) the Administrative Agent may, without the consent of any Lender, enter into amendments or modifications to this Agreement or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Replacement Rate or otherwise effectuate the terms of Section 4.8(c) in accordance with the terms of Section 4.8(c). Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Credit Commitment of such Lender may not be increased or extended without the consent of such Lender. Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent of any Lender (but with the consent of the Parent Borrower and the Administrative Agent), to (x) amend and restate this Agreement if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Revolving Credit Commitments of such Lender shall have terminated, such Lender shall have no other commitment or obligation hereunder and shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement and (y) enter into amendments or modifications to this Agreement (including, without limitation, amendments to this Section 11.2) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Section 2.7 (including, without limitation, as applicable, (1) to permit the Incremental Term Loans and the Revolving Credit Facility Increase to share ratably in the benefits of this Agreement and the other Loan Documents and (2) to include the Incremental Term Loans and the outstanding Revolving Credit Facility Increase, as applicable, or outstanding Incremental Term Loans and outstanding Revolving Credit Facility Increase, as applicable, in any determination of (i) Article XIII Required Lenders or Required Revolving Credit Lenders or (ii) similar required lender terms applicable thereto); provided that no amendment or modification shall be made result in any increase in the amount of any Lender’s Revolving Credit Commitment or the amount of such Lender’s Loans or any increase in any Lender’s Revolving Credit Commitment Percentage, in each case, without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender such affected therebyLender.
Appears in 1 contract
Amendments, Waivers and Consents. Except as set forth below, any term, covenant, agreement or condition of this Agreement or any Any provision of the other Loan -------------------------------- Credit Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment or waiver is in writing and is signed by (a) in the case of an amendmentBorrower, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of b) the Required Lenders, and (c) and delivered to if the rights or duties of the Administrative Agent, the Co-Syndication Agent, the Co-Documentation Agent andor the Managing Agent are affected thereby, in the Administrative Agent, the Co-Syndication Agent, the Co-Documentation Agent or the Managing Agent, as the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each case, may be,provided that:
(ai) no amendment, amendment or waiver or consent shall (i) release any of the Credit Parties, (iiA) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans Commitment Amount without the consent of all Lenders or issue increase any Commitment of any Lender without the consent of such Lender, or participate in Letters (B) postpone the Commitment Termination Date or Maturity Date without the consent of Creditall Lenders, (iii) extend or reduce the originally amount of or postpone the date for any scheduled time or times of payment of the any principal of or interest (including, without limitation, any Revolving Credit reduction in the rate of interest unless such reduction is otherwise provided herein) on any Loan or Reimbursement Obligation or of any fee payable hereunder, without the time or times consent of payment of interest or fees on each Lender owed any Revolving Credit Loan or Reimbursement such Obligation, or (ivC) reduce the rate of interest or fees payable on release any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of Collateral for any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment Collateralized Obligations (other than as specifically permitted provided in accordance with Section 7.4) without the consent of all Lenders; and
(ii) no amendment or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend waiver shall, unless signed by each Lender, change the provisions of this Section 14.11 10.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent number of each Lender affected thereby; and
(b) no amendment, waiver or consent Lenders required to the provisions of (i) Article XIII shall be made without the written consent take any action under any other provision of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected therebyCredit Documents.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Transocean Sedco Forex Inc)
Amendments, Waivers and Consents. Except as set forth below, Neither this Credit Agreement nor any term, covenant, agreement or condition of this Agreement or other Credit Document nor any of the other Loan Documents terms hereof or thereof may be amended amended, changed, waived, discharged or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, terminated unless such amendment, waiver change, waiver, discharge or consent termination is in writing signed by entered into by, or approved in writing by, each of the Required Lenders (or by the Administrative Agent with the consent of Credit Parties party thereto and the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each casehowever, that:
(a) no amendment, waiver or consent shall (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby, neither this Credit Agreement nor any other Credit Document may be amended, changed, waived, discharged or terminated so as to
(i) extend any Commitment or the final maturity of any Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit, or extend or waive any Principal Amortization Payment of any Loan, or any portion thereof,
(ii) reduce the rate or extend the time of payment of interest on any Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit (other than as a result of waiving the applicability of any post–default increase in interest rates) or of any Fees,
(iii) reduce or waive the principal amount of any Loan or of any reimbursement obligation, or any portion thereof, arising from drawings under Letters of Credit,
(iv) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any condition precedent set forth in Section 5.2 or of any Default or Event of Default or mandatory reduction in the Commitments shall not constitute a change in the terms of any Commitment of any Lender),
(v) except as the result of or in connection with a dissolution, merger or disposition of a Consolidated Party not prohibited by Section 8.4 or Section 8.5, release the Borrower or substantially all of the other Credit Parties from its or their obligations under the Credit Documents,
(vi) amend, modify or waive any provision of this Section 11.6,
(vii) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders, or
(viii) consent to the assignment or transfer by the Borrower of all or substantially all of the other Credit Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby;
(b) without the consent of the Required Lenders, no Default or Event of Default may be waived for purposes of Section 5.2(d);
(c) without the consent of the Agent, no provision of Section 10 may be amended, changed, waived, discharged or terminated; and
(bd) without the consent of the Issuing Lender, no amendmentprovision of Section 2.2 may be amended, waiver changed, waived, discharged or terminated. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (iy) Article XIII the Required Lenders shall determine whether or not to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding and such determination shall be made without the written consent binding on all of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected therebyLenders.
Appears in 1 contract
Amendments, Waivers and Consents. Except as set forth belowCRC and the Program Agent each reserves the right, in its sole discretion (subject to the next following sentence), to exercise any termrights and remedies available to the Purchaser or the Program Agent under the Transaction Documents or pursuant to applicable law, covenantand also to agree to any amendment, agreement modification or condition waiver of this Agreement any Transaction Document, to the extent such Transaction Document provides for, or any requires, the Purchaser's or the Program Agent's agreement, modification or waiver. Notwithstanding the foregoing, each of CRC and the Program Agent agrees for the benefit of the other Loan Documents may be amended or waived by the LendersLiquidity Providers that it shall not, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard subject to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent terms of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Transaction Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each case, that:
(a) no amendment, waiver or consent shall (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; andof the Liquidity Providers,
(i) reduce in any manner the amount of, or delay the timing of, distributions to be made to any Class A Certificateholder or deposits of amounts to be so distributed, or
(ii) reduce any fees payable to the Program Agent or CRC which relate to payments to Liquidity Providers or delay the dates on which such fees are payable, or
(iii) modify any provision relating to the Series 1995-1 Loss and Dilution Reserve, the Series 1995-0 Xxxxx/Xxx Xxxxxxx xx extend the Revolving Period, or
(iv) release Dell from its obligations under the Parent Undertaking Agreement, or
(v) amend or waive any Event of Termination or Early Amortization Event under any Transaction Document relating to the bankruptcy of the Seller, the Servicer or Dell.
(b) no amendment, waiver or consent to the provisions of (i) Article XIII shall be made without the prior written consent of the Administrative Agent and Majority of Class A Certificate Interests,
(i) amend, modify or waive any provision of any Transaction Document which would impair any rights expressly granted to an assignee or participant, or
(ii) Article III without change the written consent definitions of each Issuing Lender affected thereby.Defaulted Receivable, Default Ratio, Eligible Receivable, Loss to Liquidation Ratio, Net Receivables Balance, Required Net Receivables Balance, Dilution Ratio or Concentration Limit, or
Appears in 1 contract
Samples: Certificate Purchase Agreement (Dell Computer Corp)
Amendments, Waivers and Consents. Except as set forth below, any term, covenant, agreement or condition of this This Agreement or any of the other Loan Documents may be amended or waived by the Lendersamended, and the observance of any consent given by term hereof may be waived (either retroactively or prospectively) with (and only with) the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the written consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement Company and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit PartiesHolders; provided, in each casehowever, that:
(a) that no amendment, such amendment or waiver or consent shall (i) release any of the Credit Parties, (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lendersmay, without the prior written consent of the Holder of each Lender Note then Outstanding and affected thereby; and
, (a) reduce the principal of (or premium, if any) or rate of interest on, any Note, (b) postpone the date fixed for any payment of principal of (or premium, if any) or interest on any Note (other than a waiver of any increase in the interest rate on the Notes upon the occurrence of an Event of Default pursuant to Section 12.2), (c) change the ranking or priority of the Notes or the percentage of the aggregate principal amount of the Notes the Holders of which shall be required to consent or take any other action under this Section 17.4 or any other provision of this Agreement, (d) modify or change any provision of this Agreement or the related definitions affecting the subordination or ranking of the Notes or any Note Guarantee in a manner which adversely affects the Holders, or (e) release any Guarantor from any of its Obligations under its Note Guarantee or this Agreement otherwise than in accordance with the terms of this Agreement; provided, further, that no amendmentsuch amendment or waiver may, waiver without the prior written consent of GS Mezzanine (only for so long as GS Mezzanine owns any Securities), amend or consent to waive the provisions of (i) Article XIII Section 7.7 or 7.9. No amendment or waiver of this Agreement will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or thereby impair any right consequent thereon. As used herein, the term this "Agreement" and references thereto shall mean this Agreement as it may from time to time be made without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected therebyamended, supplemented or modified.
Appears in 1 contract
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other Borrower; provided, that no amendment, waiver or consent specifically impacting only shall:
(a) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 11.2) or the amount of Loans of any Lender without the written consent of such Lender;
(b) postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment (excluding mandatory prepayments) of principal, such amendmentinterest, waiver fees or consent is in writing signed by other amounts due to the Required Agreement Lenders (or by any of them) hereunder or under any other Loan Document without the Administrative Agent with written consent of each Lender directly affected thereby;
(c) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (iv) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided that only the consent of the Required Lenders shall be necessary (i) to waive any obligation of Borrower to pay interest at the rate set forth in Section 4.1(c) during the continuance of an Event of Default, or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder;
(d) change Section 4.4 or Section 11.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender adversely affected thereby;
(e) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;
(f) release all of the Subsidiary Guarantors or release Subsidiary Guarantors comprising substantially all of the credit support for the Obligations, in either case, from the Guaranty Agreement Lenders(other than as authorized in Section 12.9), without the written consent of each Lender; or
(g) and delivered to the release or permit a Lien of Administrative Agent andto be subordinated with respect to all or a material portion of the Collateral or release any Security Document (other than as authorized in Section 12.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender; provided further, in the case of an amendment, signed by the Credit Parties; provided, in each case, that:
that (ai) no amendment, waiver or consent shall (i) release any shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Issuing Lender under this Agreement or any Application relating to any Letter of Credit Parties, issued or to be issued by it; (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the provisions Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iiii) Article XIII no amendment, waiver or consent shall, unless in writing and signed by Administrative Agent in addition to the Lenders required above, affect the rights or duties of Administrative Agent under this Agreement or any other Loan Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be made increased or extended without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected therebysuch Lender.
Appears in 1 contract
Samples: Credit Agreement (Radyne Corp)
Amendments, Waivers and Consents. Except as set forth belowbelow or as specifically provided in any Loan Document, any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other Borrowers; provided, that no amendment, waiver or consent specifically impacting only shall:
(a) waive any condition set forth in Section 6.1 without the written consent of each Lender;
(b) [Intentionally Omitted];
(c) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 13.2) or the amount of Loans of any Lender, in any case, without the written consent of each Lender directly and adversely affected thereby;
(d) postpone any date fixed by this Agreement and the or any other Loan DocumentsDocument for any payment or mandatory repayment of principal, such amendmentinterest, waiver fees or consent is in writing signed by other amounts due to the Required Agreement Lenders (or by any of them) hereunder or under any other Loan Document without the Administrative Agent with written consent of each Lender directly and adversely affected thereby;
(e) reduce the principal of, or the rate of interest specified herein on, any Loan or Reimbursement Obligation, or (subject to clause (vi) of the second proviso to this Section) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Agreement Lenders shall be necessary (i) to waive any obligation of the Borrowers to pay interest at the rate set forth in Section 5.1(c) during the continuance of an Event of Default, or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Obligation or to reduce any fee payable hereunder;
(f) change Section 5.6 or Section 13.4 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby;
(g) change any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or
(h) and delivered to release all of the Administrative Agent andSubsidiary Guarantors or release Subsidiary Guarantors comprising substantially all of the credit support for the Obligations, in the case of an amendment, signed by the Credit Parties; provided, in each either case, that:
from the Subsidiary Guaranty Agreement (aother than as authorized in Section 14.9), without the written consent of each Lender; provided further, that (i) no amendment, waiver or consent shall (i) release any shall, unless in writing and signed by the Issuing Lender in addition to the Lenders required above, affect the rights or duties of the Issuing Lender under this Agreement or any Letter of Credit Parties, Application relating to any Letter of Credit issued or to be issued by it; (ii) increase the amount or extend the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) of any of the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the provisions Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (iiii) Article XIII no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) unless in writing and signed by the Canadian Dollar Lender in addition to the Lenders required above, affect the rights or duties of the Canadian Dollar Lender under this Agreement or any other Loan Document; (v) unless in writing and signed by the Euro Lender in addition to the Lenders required above, affect the rights or duties of the Euro Lender under this Agreement or any other Loan Document; and (vi) the Agent Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Revolving Credit Commitment of such Lender may not be made increased or extended without the consent of such Lender. Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the Administrative Agent on its behalf, and without further consent, to enter into amendments or modifications to this Agreement (including, without limitation, amendments to this Section 15.2) or any of the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Section 2.9 (including, without limitation, as applicable, (1) to permit increases in the Revolving Credit Commitment pursuant to Section 2.9 to share ratably in the benefits of this Agreement and the other Loan Documents and (2) to include all such Revolving Credit Commitment increases in any determination of Required Lenders; provided that no amendment or modification shall result in any increase in the amount of any Lender’s Commitment or any increase in any Lender’s Revolving Credit Commitment Percentage, in each case, without the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender such affected thereby.Lender
Appears in 1 contract
Samples: Credit Agreement (Pool Corp)
Amendments, Waivers and Consents. Except as set forth below, any (a) Any term, covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lendersmay, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) Company, be amended or compliance therewith may be waived (either generally or in a particular instance and delivered to either retroactively or prospectively), if the Administrative Agent and, in Company shall have obtained the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by of the Required Agreement Lenders (or by holders of at least 66-2/3% in aggregate principal amount of outstanding Notes; provided that without the Administrative Agent with the written consent of the Required Agreement Lenders) and delivered to holders of all of the Administrative Agent andNotes then outstanding, in the case of an amendmentno such waiver, signed by the Credit Parties; providedmodification, in each case, that:
(a) no amendment, waiver alteration or consent amendment shall be effective (i) release any of the Credit Parties, (ii) increase the amount or extend which will change the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal of any Revolving Credit Loan or Reimbursement Obligation or the time or times of payment of interest or fees on any Revolving Credit Loan Note or Reimbursement Obligation, (iv) reduce the principal amount thereof or change the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligationthereon, (vii) reduce which will change any of the provisions with respect to prepayments under Section 2, (iii) which will change the percentage of holders of the Notes required to consent to any such amendment, alteration or modification or (iv) which will amend any of the provisions of Section 6.12, Section 7 or this Section 9.5; provided, however, that notwithstanding the foregoing, any Default or Event of Default described in Section 7.1(c), (d), (e), (f) or (j) may be waived if the Company shall have obtained the waiver in writing of the holders of at least 66-2/3% in aggregate principal amount of the Notes then outstanding.
(b) The Company will not solicit, request or negotiate for or with respect to any Revolving Credit Loan proposed waiver or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) amendment of any of the Credit Parties' rights provisions of this Agreement or the Notes unless each holder of the Notes (irrespective of the amount of Notes then owned by it) shall be informed thereof by the Company and obligations hereunder shall be afforded the opportunity of considering the same and shall be supplied by the Company with any information it may reasonably request to make an informed decision with respect thereto. Executed or (viii) amend true and correct copies of any waiver or consent effected pursuant to the provisions of this Section 14.11 9.5 shall be delivered by the Company to each holder of outstanding Notes forthwith following the date on which the same shall have been executed and delivered by the holder or holders of the definition requisite percentage of Required Lenders outstanding Notes. The Company will not, directly or Required indirectly, pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security interest in any property to any holder of the Notes or any waiver or amendment of any of the terms and provisions of this Agreement Lendersunless such remuneration is concurrently paid or such security interest is concurrently and ratably granted, without on the prior written consent same terms, ratably to the holders of each Lender affected thereby; andall of the Notes then outstanding.
(bc) no amendment, Any such amendment or waiver or consent shall apply equally to all of the provisions holders of (i) Article XIII the Notes and shall be made without binding upon them, upon each future holder of any Note and upon the written consent of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected therebyCompany, whether or not such Note shall have been marked to indicate such amendment or waiver. No such amendment or waiver shall extend to or affect any obligation not expressly amended or waived or impair any right consequent thereon.
Appears in 1 contract
Amendments, Waivers and Consents. Except as set forth below, any term, covenant, agreement or condition of Neither this Agreement or nor any other Credit Document nor any of the other Loan Documents terms hereof or thereof may be amended amended, changed, waived, discharged or waived by the Lenders, and any consent given by the Lenders, if, but only if, (a) in the case of an amendment, waiver or consent for which a substantially similar corresponding amendment, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, terminated unless such amendment, waiver change, waiver, discharge or consent termination is in writing and signed by the Required Lenders (and the Borrower; provided that no such amendment, change, waiver, discharge or by the Administrative Agent with termination shall without the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties and (b) in the case of any other amendment, waiver or consent specifically impacting only this Agreement and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Credit Parties; provided, in each case, that:Lender affected thereby,
(a) no amendment, waiver extend the Maturity Date;
(b) reduce the rate or consent shall extend the time of payment of interest (iother than as a result of waiving the applicability of any post-default increase in interest rates) release any of on the Credit Parties, (ii) increase Loan or reduce the amount or extend the time of payment of fees owing hereunder; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Lenders Borrower to make Revolving Credit Loans pay interest at the Default Rate;
(c) reduce or issue waive or participate in Letters of Credit, (iii) extend the originally scheduled time or times of payment of the principal amount of the Loan;
(d) increase the Commitment of a Lender over the amount thereof in effect (it being understood and agreed that a waiver of any Revolving Credit Loan Default or Reimbursement Obligation Event of Default or a mandatory reduction in the time or times of payment of interest or fees on any Revolving Credit Loan or Reimbursement Obligation, (iv) reduce Commitments shall not constitute a change in the rate of interest or fees payable on any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount terms of any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment (other than as specifically permitted or contemplated in this Agreement) Commitment of any of Lender);
(e) release the Borrower from its obligations under the Credit Parties' rights and obligations hereunder or (viii) amend the provisions of this Section 14.11 or the definition of Required Lenders or Required Agreement Lenders, without the prior written consent of each Lender affected thereby; and
(b) no amendment, waiver Documents or consent to the provisions transfer or assignment of such obligations except as permitted by Section 8.2;
(if) Article XIII shall be made without the written consent amend, modify or waive any provision of the Administrative Agent and (ii) Article III without the written consent of each Issuing Lender affected thereby.this Section 11.6 or Section 3.6, 3.8, 3.9(c), 3.10, 9.1(a), 11.2,
Appears in 1 contract
Samples: Bridge Credit Agreement
Amendments, Waivers and Consents. Except as set forth below, any term, covenant, agreement or condition of this Agreement or any Any provision of the other Loan Credit Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment or waiver is in writing and is signed by (a) in the case of an amendmentthis Agreement, waiver or consent for which a substantially similar corresponding amendmentthe Borrowers, waiver or consent with regard to the Five-Year Credit Agreement will be made effective thereunder contemporaneously, such amendment, waiver or consent is in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) , and delivered to if the rights or duties of the Administrative Agent andAgent, in any Swingline Lender or any Issuing Bank are affected thereby, the Administrative Agent, such Swingline Lender and/or such Issuing Bank, as the case of an amendmentmay be, signed by the Credit Parties and (b) in the case of any other amendmentCredit Document, waiver or consent specifically impacting only this Agreement each party thereto and the other Loan Documents, such amendment, waiver or consent is in writing signed by the Required Agreement Lenders (or by the Administrative Agent (with the consent of the Required Agreement Lenders) and delivered to the Administrative Agent and), in the case of an amendment, signed by the Credit Parties; provided, in each case, provided that:
(ai) no amendment, amendment or waiver or consent shall (iA) release increase or extend any Commitment of any Lender without the Credit Partiesconsent of such Lender, (iiB) increase reduce the amount of or extend postpone the time of the obligation of the Lenders to make Revolving Credit Loans or issue or participate in Letters of Credit, (iii) extend the originally date for any scheduled time or times of payment of the any principal of or interest (including, without limitation, any Revolving Credit reduction in the rate of interest unless such reduction is otherwise provided herein) on any Loan or Reimbursement Obligation or of any fee payable hereunder, without the time or times consent of payment of interest or fees on each Lender owed any Revolving Credit Loan or Reimbursement such Obligation, (ivC) reduce the rate of interest or fees payable on release any Revolving Credit Loan or Reimbursement Obligation, (v) reduce the principal amount of Cash Collateral for any Revolving Credit Loan or Reimbursement Obligation, (vi) permit any subordination of the principal or interest on any Revolving Credit Loan or Reimbursement Obligation, (vii) permit any assignment Collateralized Obligations (other than as specifically permitted or contemplated provided in this Agreementaccordance with Section 7.4) without the consent of all Lenders, (D) release any Guarantor from its Credit Party Guaranty (except as expressly provided in Section 11.7) without the consent of all Lenders, (E) change the Credit Parties' rights and obligations hereunder provisions of Article 4 hereof without in each such case the consent of all Lenders, or (viiiF) amend change any provision requiring ratable (x) reduction of Commitments or Swingline Commitments or (y) funding or sharing of payments without the consent of all Lenders;
(ii) no amendment or waiver shall, unless signed by each Lender, change the provisions of this Section 14.11 10.11 or the definition of Required Lenders or Required the number of Lenders required to take any action under any other provision of the Credit Documents;
(iii) notwithstanding anything to the contrary herein, (A) any Borrowing Request or any Designated Borrower Request and Assumption Agreement Lenders, without may be amended with the prior written consent of each Lender affected therebyonly the Company and the Administrative Agent, (B) any Swingline Request may be amended with the consent of only the Company, the Administrative Agent and the applicable Swingline Lender, (C) any Application may be amended with the consent of only the Company and the applicable Issuing Bank, (D) any Letter of Credit shall be amended in accordance with Section 2.12 and (E) this Agreement may be amended pursuant to Section 8.2 in accordance with the terms thereof; and
(biv) notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent to hereunder (and any amendment, waiver or consent which by its terms requires the provisions consent of (i) Article XIII shall all Lenders or each affected Lender may be made without effected with the written consent of the Administrative Agent applicable Lenders other than Defaulting Lenders), except that (A) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (iiB) Article III without any waiver, amendment or modification requiring the written consent of all Lenders or each Issuing affected Lender that by its terms affects any Defaulting Lender more adversely than other affected therebyLenders shall require the consent of such Defaulting Lender.
Appears in 1 contract
