Common use of Certain Contracts; Amendments; Multiemployer ERISA Plans Clause in Contracts

Certain Contracts; Amendments; Multiemployer ERISA Plans. Except as expressly provided for in the Loan Documents, neither the Borrower nor any Restricted Subsidiary will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual or other consensual restriction on the ability of any Restricted Subsidiary (and in the case of clause (e), the Borrower) to: (a) pay dividends or make other distributions to Borrower, (b) redeem equity interests held in it by Borrower, (c) repay loans and other indebtedness owing by it to Borrower, (d) transfer any of its assets to Borrower or (e) grant any Liens on its properties, revenues or assets in favor of the Administrative Agent for the benefit of the Lenders, the Issuers and the counterparties to Hedging Contracts. Neither the Borrower nor any Restricted Subsidiary will enter into any “take-or-pay” contract or other contract or arrangement for the purchase of goods or services which obligates it to pay for such goods or service regardless of whether they are delivered or furnished to it. Neither the Borrower nor any Restricted Subsidiary will amend or permit any amendment to any other contract or lease which releases, qualifies, limits, makes contingent or otherwise detrimentally affects the rights and benefits of Administrative Agent or any Lender under or acquired pursuant to any Security Documents. No ERISA Affiliate will incur any obligation to contribute to any “multiemployer plan” as defined in Section 4001 of ERISA which could cause a Material Adverse Change. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in any Specified Additional Debt or in any Specified Additional Debt Document that results or causes or has the effect of doing any of the following: (i) contravening the provisions of this Agreement, (ii) increasing the interest, premium or the yield on such Specified Additional Debt, beyond the interest, yield or premium currently specified in such Specified Additional Debt Document, as of the effective date of such Specified Additional Debt Document, (iii) providing for dates for payment of principal, interest, premium (if any), yield or fees which are earlier than the dates specified in such Specified Additional Debt Document, as in effect on the effective date of such Specified Additional Debt Document, (iv) providing for any covenant or event of default which is materially more restrictive on the Borrower or any Restricted Subsidiary than that set forth in such Specified Additional Debt Document, as in effect on the effective date of such Specified Additional Debt Document, (v) providing for redemption, prepayment or defeasance provisions that are more burdensome on the Borrower or any Restricted Subsidiary than those set forth in such Specified Additional Debt Document, as in effect on the effective date of such Specified Additional Debt Document, (vi) providing for collateral securing Indebtedness under such Specified Additional Debt apart from, or in addition to, the collateral securing the Obligations, (vii) providing Liens ranking pari passu with, or higher in priority than, the Liens securing the Obligations or (viii) increasing the obligations of the Borrower or any of its Restricted Subsidiaries or conferring any additional rights on any holder of such Specified Additional Debt, than those set forth in such Specified Additional Debt Document, as in effect on the effective date of such Specified Additional Debt Document, as applicable, which could reasonably be expected to be adverse to the Lender Parties.

Appears in 2 contracts

Samples: Credit Agreement (W&t Offshore Inc), Credit Agreement (W&t Offshore Inc)

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Certain Contracts; Amendments; Multiemployer ERISA Plans. Except as expressly provided for in the Loan Documents, neither the Borrower nor any Restricted Subsidiary no Related Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual contract or other consensual restriction on the ability of any Restricted Subsidiary (and in the case of clause (e), the Borrower) Borrower to: (ai) pay dividends or make other distributions to Borrower, (bii) to redeem equity interests held in it by Borrower, (ciii) to repay loans and other indebtedness owing by it to Borrower, or (div) to transfer any of its assets to Borrower or (e) grant any Liens on its properties, revenues or assets in favor of the Administrative Agent for the benefit of the Lenders, the Issuers and the counterparties to Hedging ContractsBorrower. Neither the Borrower nor any Restricted Subsidiary No Related Person will enter into any "take-or-pay" contract or other contract or arrangement for the purchase of goods or services which obligates it to pay for such goods or service regardless of whether they are delivered or furnished to it. Neither the Borrower nor any Restricted Subsidiary No Related Person will amend or permit any amendment to any other contract or lease which releases, qualifies, limits, makes contingent or otherwise detrimentally affects the rights and benefits of Administrative Agent or any Lender under or acquired pursuant to any Security Documents. No ERISA Affiliate Related Person will incur any obligation to contribute to any "multiemployer plan" as defined in Section 4001 of ERISA which could cause a Material Adverse ChangeERISA. The Borrower No Related Person will not, and will not amend or modify or permit any of its Restricted Subsidiaries to, consent amendment or modification to any amendmentcontract or instrument governing the Debt evidenced by the 2006 Senior Subordinated Notes or the 2007 Senior Subordinated Notes the effect of which would be to change any of the material terms of such contract or instrument, supplementincluding without limitation, waiver any amendment or other modification that (i) would increase the amount of, or enter into shorten the maturity of, any forbearance from exercising payment of any rights with respect to the terms or provisions contained in any Specified Additional Debt or in any Specified Additional Debt Document that results or causes or has the effect of doing any principal amount of the following: (i) contravening 2006 Senior Subordinated Notes or the provisions of this Agreement, 2007 Senior Subordinated Notes; (ii) increasing would change the interest, premium or the yield on such Specified Additional Debt, beyond the interest, yield or premium currently specified in such Specified Additional Debt Document, as terms of the effective date subordination of such Specified Additional Debt Document, to the Obligations; or (iii) providing for dates for payment would be, in the opinion of principalMajority Lenders, interest, premium (if any), yield or fees which are earlier materially more burdensome to Borrower than the dates specified in such Specified Additional Debt Documentobligations and requirements imposed by the 2006 Senior Subordinated Notes and the 1996 Indenture or the 2007 Senior Subordinated Notes and the 1997 Indenture, as in effect on the effective date of such Specified Additional Debt Document, (iv) providing for any covenant or event of default which is materially more restrictive on the Borrower or any Restricted Subsidiary than that set forth in such Specified Additional Debt Document, as in effect on the effective date of such Specified Additional Debt Document, (v) providing for redemption, prepayment or defeasance provisions that are more burdensome on the Borrower or any Restricted Subsidiary than those set forth in such Specified Additional Debt Document, as in effect on the effective date of such Specified Additional Debt Document, (vi) providing for collateral securing Indebtedness under such Specified Additional Debt apart from, or in addition to, the collateral securing the Obligations, (vii) providing Liens ranking pari passu with, or higher in priority than, the Liens securing the Obligations or (viii) increasing the obligations of the Borrower or any of its Restricted Subsidiaries or conferring any additional rights on any holder of such Specified Additional Debt, than those set forth in such Specified Additional Debt Document, as in effect on the effective date of such Specified Additional Debt Document, as applicable, which could reasonably be expected to be adverse to the Lender Partiescase may be.

Appears in 1 contract

Samples: Credit Agreement (Forcenergy Inc)

Certain Contracts; Amendments; Multiemployer ERISA Plans. Except as expressly provided for in the Loan Documents, neither the Borrower nor any no Restricted Subsidiary Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual or other consensual restriction on the ability of any Restricted Subsidiary (and in the case of clause (e), the Borrower) Borrower to: (a) pay dividends or make other distributions to Borrower, (b) redeem equity interests held in it by Borrower, (c) repay loans and other indebtedness owing by it to Borrower, (d) transfer any of its assets to Borrower or (e) grant any Liens on its properties, revenues or assets in favor of the Administrative Agent for the benefit of the Lenders, the Issuers and the counterparties to Hedging Contracts. Neither the Borrower nor any No Restricted Subsidiary Person will enter into any “take-or-pay” contract or other contract or arrangement for the purchase of goods or services which obligates it to pay for such goods or service regardless of whether they are delivered or furnished to it. Neither the Borrower nor any No Restricted Subsidiary Person will amend or permit any amendment to any other contract or lease which releases, qualifies, limits, makes contingent or otherwise detrimentally affects the rights and benefits of Administrative Agent or any Lender under or acquired pursuant to any Security Documents. No ERISA Affiliate will incur any obligation to contribute to any “multiemployer plan” as defined in Section 4001 of ERISA which could cause a Material Adverse Change. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in any Specified Additional Debt an Indenture or in any Specified Additional Debt Document the Bonds related thereto that results or causes or has the effect of doing any of the following: (i) contravening the provisions of this Agreement, (ii) increasing the interest, premium or the yield on such Specified Additional Debt, Bonds beyond the interest, yield or premium currently specified in such Specified Additional Debt Document, Indenture as of the effective date of such Specified Additional Debt DocumentIndenture, (iii) providing for dates for payment of principal, interest, premium (if any), yield or fees which are earlier than the dates specified in such Specified Additional Debt Document, Indenture as in effect on the effective date of such Specified Additional Debt DocumentIndenture, (iv) providing for any covenant or covenant, event of default or remedy which is materially more restrictive on the Borrower or any Restricted Subsidiary Person than that set forth in such Specified Additional Debt Document, Indenture as in effect on the effective date of such Specified Additional Debt DocumentIndenture, (v) providing for redemption, prepayment or defeasance provisions that are more burdensome on the Borrower or any Restricted Subsidiary Person than those set forth in such Specified Additional Debt Document, Indenture as in effect on the effective date of such Specified Additional Debt DocumentIndenture, (vi) providing for collateral securing Indebtedness under such Specified Additional Debt apart fromBonds or such Indenture, or in addition to, the collateral securing the Obligations, (vii) providing Liens ranking pari passu with, or higher in priority than, the Liens securing the Obligations or (viii) increasing the obligations of the Borrower or any of its Restricted Subsidiaries or conferring any additional rights on any holder of such Specified Additional Debt, Bonds than those set forth in such Specified Additional Debt Document, Indenture as in effect on the effective date of such Specified Additional Debt Document, as applicable, Indenture which could reasonably be expected to be adverse to the Lender Parties.

Appears in 1 contract

Samples: Credit Agreement (W&t Offshore Inc)

Certain Contracts; Amendments; Multiemployer ERISA Plans. Except as expressly provided for in the Loan Documents, neither the Borrower nor any no Restricted Subsidiary Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual or other consensual restriction on the ability of any Restricted Subsidiary (and in the case of clause (e), the Borrower) Borrower to: (a) pay dividends or make other distributions to Borrower, (b) redeem equity interests held in it by Borrower, (c) repay loans and other indebtedness owing by it to Borrower, (d) transfer any of its assets to Borrower or (e) grant any Liens on its properties, revenues or assets in favor of the Administrative Agent for the benefit of the Lenders, the Issuers and the counterparties to Hedging Contracts. Neither the Borrower nor any No Restricted Subsidiary Person will enter into any “take-or-pay” contract or other contract or arrangement for the purchase of goods or services which obligates it to pay for such goods or service regardless of whether they are delivered or furnished to it. Neither the Borrower nor any No Restricted Subsidiary Person will amend or permit any amendment to any other contract or lease which releases, qualifies, limits, makes contingent or otherwise detrimentally affects the rights and benefits of Administrative Agent or any Lender under or acquired pursuant to any Security Documents. No ERISA Affiliate will incur any obligation to contribute to any “multiemployer plan” as defined in Section 4001 of ERISA which could cause a Material Adverse Change. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in any Specified Additional Debt an Indenture or in any Specified Additional Debt Document the Bonds related thereto that results or causes or has the effect of doing any of the following: (i) contravening the provisions of this Agreement, (ii) increasing the interest, premium or the yield on such Specified Additional Debt, Bonds beyond the interest, yield or premium currently specified in such Specified Additional Debt Document, Indenture as of the effective date of such Specified Additional Debt DocumentIndenture, (iii) providing for dates for payment of principal, interest, premium (if any), yield or fees which are earlier than the dates specified in such Specified Additional Debt Document, Indenture as in effect on the effective date of such Specified Additional Debt DocumentIndenture, (iv) providing for any covenant or covenant, event of default or remedy which is materially more restrictive on the Borrower or any Restricted Subsidiary Person than that set forth in such Specified Additional Debt Document, Indenture as in effect on the effective date of such Specified Additional Debt DocumentIndenture, (v) providing for redemption, prepayment or defeasance provisions that are more burdensome on the Borrower or any Restricted Subsidiary Person than those set forth in such Specified Additional Debt Document, Indenture as in effect on the effective date of such Specified Additional Debt DocumentIndenture, (vi) providing for collateral securing Indebtedness under such Specified Additional Debt apart fromBonds or such Indenture, or in addition to, the collateral securing the Obligations, (vii) providing Liens ranking pari passu with, or higher in priority than, the Liens securing the Obligations or (viii) increasing the obligations of the Borrower or any of its Restricted Subsidiaries or conferring any additional rights on any holder of such Specified Additional Debt, Bonds than those set forth in such Specified Additional Debt Document, Indenture as in effect on the effective date of such Specified Additional Debt Document, as applicable, Indenture which could reasonably be expected to be adverse to the Lender Parties.

Appears in 1 contract

Samples: Credit Agreement (W&t Offshore Inc)

Certain Contracts; Amendments; Multiemployer ERISA Plans. Except as expressly provided for in the Loan Documents, neither the Borrower nor any Restricted Subsidiary no Related Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual contract or other consensual restriction on the ability of any Restricted Subsidiary (and in the case of clause (e), the Borrower) Borrower to: (ai) pay dividends or make other distributions to Borrower, (bii) to redeem equity interests held in it by Borrower, (ciii) to repay loans and other indebtedness owing by it to Borrower, or (div) to transfer any of its assets to Borrower or (e) grant any Liens on its properties, revenues or assets in favor of the Administrative Agent for the benefit of the Lenders, the Issuers and the counterparties to Hedging ContractsBorrower. Neither the Borrower nor any Restricted Subsidiary No Related Person will enter into any "take-or-pay" contract or other contract or arrangement for the purchase of goods or services which obligates it to pay for such goods or service regardless of whether they are delivered or furnished to it. Neither the Borrower nor any Restricted Subsidiary No Related Person will amend or permit any amendment to any other contract or lease which releases, qualifies, limits, makes contingent or otherwise detrimentally affects the rights and benefits of Administrative Agent or any Lender under or acquired pursuant to any Security Documents. No ERISA Affiliate Related Person will incur any obligation to contribute to any "multiemployer plan" as defined in Section 4001 of ERISA which could cause a Material Adverse ChangeERISA. The Borrower No Related Person will not, and will not amend or modify or permit any of its Restricted Subsidiaries to, consent amendment or modification to any amendmentcontract or instrument governing the Debt evidenced by the 2006 Senior Subordinated Notes or the 2007 Senior Subordinated Notes the effect of which would be to change any of the material terms of such contract or instrument, supplementincluding without limitation, waiver any amendment or other modification that (i) would increase the amount of, or enter into shorten the maturity of, any forbearance from exercising payment of any rights with respect to the terms or provisions contained in any Specified Additional Debt or in any Specified Additional Debt Document that results or causes or has the effect of doing any principal amount of the following: (i) contravening 2006 Senior Subordinated Notes or the provisions of this Agreement, 2007 Senior Subordinated Notes; (ii) increasing would change the interest, premium or the yield on such Specified Additional Debt, beyond the interest, yield or premium currently specified in such Specified Additional Debt Document, as terms of the effective date subordination of such Specified Additional Debt Document, to the Obligations; or (iii) providing for dates for payment would be, in the opinion of principalMajority Lenders, interest, premium (if any), yield or fees which are earlier materially more burdensome to Borrower than the dates specified in such Specified Additional Debt Documentobligations and requirements imposed by the 2006 Senior Subordinated Notes and the 1996 Indenture or the 2007 Senior Subordinated Notes and the 1997 Indenture, as in effect on the effective date of such Specified Additional Debt Document, (iv) providing for any covenant or event of default which is materially more restrictive on the Borrower or any Restricted Subsidiary than that set forth in such Specified Additional Debt Document, as in effect on the effective date of such Specified Additional Debt Document, (v) providing for redemption, prepayment or defeasance provisions that are more burdensome on the Borrower or any Restricted Subsidiary than those set forth in such Specified Additional Debt Document, as in effect on the effective date of such Specified Additional Debt Document, (vi) providing for collateral securing Indebtedness under such Specified Additional Debt apart from, or in addition to, the collateral securing the Obligations, (vii) providing Liens ranking pari passu with, or higher in priority than, the Liens securing the Obligations or (viii) increasing the obligations of the Borrower or any of its Restricted Subsidiaries or conferring any additional rights on any holder of such Specified Additional Debt, than those set forth in such Specified Additional Debt Document, as in effect on the effective date of such Specified Additional Debt Document, as applicable, which could reasonably be expected to be adverse to the Lender Parties.case may be

Appears in 1 contract

Samples: Credit Agreement (Forcenergy Inc)

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Certain Contracts; Amendments; Multiemployer ERISA Plans. Except as for the restrictions expressly provided for set forth in the Loan Documents, neither the First Lien Credit Documents and the Senior Notes Indenture, the Borrower nor and each Guarantor shall not, and shall not permit any of the Restricted Subsidiary willSubsidiaries to, directly or indirectly, enter into, create, or otherwise allow to exist any contractual contract or other consensual restriction on the ability of any Restricted Subsidiary (and in of the case of clause (e), the Borrower) Borrower to: (a) pay dividends or make other distributions to the Borrower, (b) redeem equity interests held in it by the Borrower, (c) repay loans and other indebtedness Indebtedness owing by it to the Borrower, or (d) transfer any of its assets to the Borrower. The Borrower or (e) grant and each Guarantor shall not, and shall not permit any Liens on its properties, revenues or assets in favor of the Administrative Agent for the benefit of the LendersRestricted Subsidiaries to, the Issuers and the counterparties to Hedging Contracts. Neither the Borrower nor any Restricted Subsidiary will directly or indirectly, enter into any "take-or-pay" contract or other contract or arrangement for the purchase of goods or services which obligates it to pay for such goods or service regardless of whether they are delivered or furnished to it. Neither The Borrower and each Guarantor shall not, and shall not permit any of the Borrower nor any Restricted Subsidiary will Subsidiaries to, directly or indirectly, amend or permit any amendment to any other contract or lease which releases, qualifies, limits, makes contingent or otherwise detrimentally affects the rights and benefits of the Administrative Agent or any Lender under or acquired pursuant to any Security Documents. No The Borrower and each Guarantor shall not, and shall not permit any ERISA Affiliate will to, incur any obligation to contribute to any “multiemployer plan” as defined in Section 4001 of ERISA which could cause a Material Adverse Change. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in any Specified Additional Debt or in any Specified Additional Debt Document that results or causes or has the effect of doing any of the following: (i) contravening the provisions of this Agreement, (ii) increasing the interest, premium or the yield on such Specified Additional Debt, beyond the interest, yield or premium currently specified in such Specified Additional Debt Document, as of the effective date of such Specified Additional Debt Document, (iii) providing for dates for payment of principal, interest, premium (if any), yield or fees which are earlier than the dates specified in such Specified Additional Debt Document, as in effect on the effective date of such Specified Additional Debt Document, (iv) providing for any covenant or event of default which is materially more restrictive on the Borrower or any Restricted Subsidiary than that set forth in such Specified Additional Debt Document, as in effect on the effective date of such Specified Additional Debt Document, (v) providing for redemption, prepayment or defeasance provisions that are more burdensome on the Borrower or any Restricted Subsidiary than those set forth in such Specified Additional Debt Document, as in effect on the effective date of such Specified Additional Debt Document, (vi) providing for collateral securing Indebtedness under such Specified Additional Debt apart from, or in addition to, the collateral securing the Obligations, (vii) providing Liens ranking pari passu with, or higher in priority than, the Liens securing the Obligations or (viii) increasing the obligations of the Borrower or any of its Restricted Subsidiaries or conferring any additional rights on any holder of such Specified Additional Debt, than those set forth in such Specified Additional Debt Document, as in effect on the effective date of such Specified Additional Debt Document, as applicable, which could reasonably be expected to be adverse to the Lender PartiesMultiemployer Plan.

Appears in 1 contract

Samples: Term Loan Agreement (Venoco, Inc.)

Certain Contracts; Amendments; Multiemployer ERISA Plans. Except as expressly provided for in the Loan Documents, neither the Borrower nor any no Restricted Subsidiary Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contractual contract or other consensual restriction on the ability of any Restricted Subsidiary (and in the case of clause (e), the Borrower) Borrower to: (ai) pay dividends or make other distributions to Borrower, (bii) to redeem equity interests held in it by Borrower, (ciii) to repay loans and other indebtedness owing by it to Borrower, or (div) to transfer any of its assets to Borrower or (e) grant any Liens on its properties, revenues or assets in favor of the Administrative Agent for the benefit of the Lenders, the Issuers and the counterparties to Hedging ContractsBorrower. Neither the Borrower nor any No Restricted Subsidiary Person will enter into any "take-or-pay" contract or other contract or arrangement for the purchase of goods or services which obligates it to pay for such goods or service regardless of whether they are delivered or furnished to it. Neither the Borrower nor any No Restricted Subsidiary Person will amend or permit any amendment to any other contract or lease which releases, qualifies, limits, makes contingent or otherwise detrimentally affects in any material respect the rights and benefits of Administrative Agent or any Lender under or acquired pursuant to any Security Documents. Borrower will not amend or modify any contract for gas gathering or processing services, other than administrative changes that do not change the material value or term of such contract. No ERISA Affiliate will incur any obligation to contribute to any "multiemployer plan" as defined in Section 4001 of ERISA which could cause a Material Adverse ChangeERISA. The Borrower No Restricted Person will not, and will not permit any of its Restricted Subsidiaries to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights amend the partnership agreement with respect to the terms or provisions contained any Partnership in a manner which would be adverse to Borrower in any Specified Additional Debt or in any Specified Additional Debt Document that results or causes or has material respect. With respect to each Partnership formed after the effect of doing any of the followingdate hereof: (i) contravening the provisions of this Agreementpartnership agreement shall be not less favorable in any material respect to Borrower than the partnership agreements entered into prior to the date hereof, and (ii) increasing the interestsuch Partnership shall be formed, premium or the yield on such Specified Additional Debtand interests therein shall be offered, beyond the interestsold and issued, yield or premium currently specified in such Specified Additional Debt Document, as of the effective date of such Specified Additional Debt Document, (iii) providing for dates for payment of principal, interest, premium (if any), yield or fees which are earlier than the dates specified in such Specified Additional Debt Document, as in effect on the effective date of such Specified Additional Debt Document, (iv) providing for any covenant or event of default which is materially more restrictive on the Borrower or any Restricted Subsidiary than that set forth in such Specified Additional Debt Document, as in effect on the effective date of such Specified Additional Debt Document, (v) providing for redemption, prepayment or defeasance provisions that are more burdensome on the Borrower or any Restricted Subsidiary than those set forth in such Specified Additional Debt Document, as in effect on the effective date of such Specified Additional Debt Document, (vi) providing for collateral securing Indebtedness under such Specified Additional Debt apart from, or in addition to, the collateral securing the Obligations, (vii) providing Liens ranking pari passu with, or higher in priority than, the Liens securing the Obligations or (viii) increasing the obligations of the Borrower or any of its Restricted Subsidiaries or conferring any additional rights on any holder of such Specified Additional Debt, than those set forth in such Specified Additional Debt Document, as in effect on the effective date of such Specified Additional Debt Document, as applicable, which could reasonably be expected to be adverse to the Lender Partiescompliance with applicable Law.

Appears in 1 contract

Samples: Credit Agreement (North Coast Energy Inc / De/)

Certain Contracts; Amendments; Multiemployer ERISA Plans. Except as for the restrictions expressly provided for set forth in the Loan Documents, neither the First Lien Credit Documents and the Senior Notes Indenture, the Borrower nor and each Guarantor shall not, and shall not permit any of the Restricted Subsidiary willSubsidiaries to, directly or indirectly, enter into, create, or otherwise allow to exist any contractual contract or other consensual restriction on the ability of any Restricted Subsidiary (and in of the case of clause (e), the Borrower) Borrower to: (a) pay dividends or make other distributions to the Borrower, (b) redeem equity interests held in it by the Borrower, (c) repay loans and other indebtedness Indebtedness owing by it to the Borrower, or (d) transfer any of its assets to the Borrower. The Borrower or (e) grant and each Guarantor shall not, and shall not permit any Liens on its properties, revenues or assets in favor of the Administrative Agent for the benefit of the LendersRestricted Subsidiaries to, the Issuers and the counterparties to Hedging Contracts. Neither the Borrower nor any Restricted Subsidiary will directly or indirectly, enter into any “take-or-pay” contract or other contract or arrangement for the purchase of goods or services which obligates it to pay for such goods or service regardless of whether they are delivered or furnished to it. Neither The Borrower and each Guarantor shall not, and shall not permit any of the Borrower nor any Restricted Subsidiary will Subsidiaries to, directly or indirectly, amend or permit any amendment to any other contract or lease which releases, qualifies, limits, makes contingent or otherwise detrimentally affects the rights and benefits of the Administrative Agent or any Lender under or acquired pursuant to any Security Documents. No The Borrower and each Guarantor shall not, and shall not permit any ERISA Affiliate will to, incur any obligation to contribute to any “multiemployer plan” as defined in Section 4001 of ERISA which could cause a Material Adverse Change. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, consent to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in any Specified Additional Debt or in any Specified Additional Debt Document that results or causes or has the effect of doing any of the following: (i) contravening the provisions of this Agreement, (ii) increasing the interest, premium or the yield on such Specified Additional Debt, beyond the interest, yield or premium currently specified in such Specified Additional Debt Document, as of the effective date of such Specified Additional Debt Document, (iii) providing for dates for payment of principal, interest, premium (if any), yield or fees which are earlier than the dates specified in such Specified Additional Debt Document, as in effect on the effective date of such Specified Additional Debt Document, (iv) providing for any covenant or event of default which is materially more restrictive on the Borrower or any Restricted Subsidiary than that set forth in such Specified Additional Debt Document, as in effect on the effective date of such Specified Additional Debt Document, (v) providing for redemption, prepayment or defeasance provisions that are more burdensome on the Borrower or any Restricted Subsidiary than those set forth in such Specified Additional Debt Document, as in effect on the effective date of such Specified Additional Debt Document, (vi) providing for collateral securing Indebtedness under such Specified Additional Debt apart from, or in addition to, the collateral securing the Obligations, (vii) providing Liens ranking pari passu with, or higher in priority than, the Liens securing the Obligations or (viii) increasing the obligations of the Borrower or any of its Restricted Subsidiaries or conferring any additional rights on any holder of such Specified Additional Debt, than those set forth in such Specified Additional Debt Document, as in effect on the effective date of such Specified Additional Debt Document, as applicable, which could reasonably be expected to be adverse to the Lender PartiesMultiemployer Plan.

Appears in 1 contract

Samples: Term Loan Agreement (Venoco, Inc.)

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