Common use of Limitations on Amendments Clause in Contracts

Limitations on Amendments. The Loan Parties will not, nor will they permit any Restricted Subsidiaries to, amend or modify any provision of any Term Loan Document or Convertible Notes Document if such amendment or modification has the effect of (a) increasing the “Applicable Margin” or similar component of interest rate by more than 3.00 percentage points per annum (excluding, for the avoidance of doubt, increases resulting from (i) increases in the underlying reference rate not caused by an amendment, supplement, modification or refinancing of the Term Loan Documents or Convertible Notes Documents, or (ii) the accrual of interest at the default rate as in effect on the date hereof, (b) shortening the final scheduled maturity of the Term Loan Debt or the Convertible Notes Debt, (c) changing to earlier dates any dates upon which payments of principal or interest are due thereon, or increase or add the amount of any scheduled payments of principal (other than in connection with an amendment, forbearance or waiver under the Term Loan Documents or Convertible Notes Documents, as applicable, after the occurrence and during the continuance of a Event of Default thereunder, (d) adding or increasing any fees under the Term Loan Documents or the Convertible Notes Documents ((other than (v) fees of third parties thereunder, including administrative agents, trustees and collateral agents, (x) fees payable in connection with any amendment, consent, forbearance or waiver to the Term Loan Documents or the Convertible Notes Documents to the extent and in no greater proportionate amount (based on comparable percentage of outstanding loans and commitments) than any such amendment, consent, forbearance or waiver fee to be paid under the Loan Documents (if applicable), (y) reasonable and customary fees payable in connection with the issuance of any “Loans” or “Notes” in an amount not in excess of “CF Debt Maximum Amount” (as defined in the Intercreditor Agreement), and (z) reasonable and customary fees payable in connection with any refinancing of the Term Loan Debt or Convertible Notes Debt permitted hereunder), or (e) changing any covenants, defaults or events of default under any Term Loan Documents or Convertible Notes Documents to directly restrict any Grantor from making payments of the Obligations. Further, the Loan Parties shall provide Agents copies of any amendment or modification to the Term Loan Documents or the Convertible Notes Documents.

Limitations on Amendments. The Issuer may amend, modify or terminate any of the terms of the Loan Parties will notAgreement, nor will they permit or consent to any Restricted Subsidiaries tosuch amendment, amend modification or modify any provision termination, when the written consent of any Term Loan Document or Convertible Notes Document if such amendment or modification has the effect of (a) increasing the “Applicable Margin” or similar component of interest rate by more than 3.00 percentage points per annum (excluding, for the avoidance of doubt, increases resulting from (i) increases the Credit Facility Providers (if any) (provided that a Credit Facility is then in the underlying reference rate effect or any amounts are owing to a Credit Facility Provider and such Credit Facility Provider is not caused by an amendment, supplement, modification or refinancing of the Term Loan Documents or Convertible Notes Documents, in default under its payment obligations under a Credit Facility) or (ii) the accrual Holders of interest at a majority in principal amount of the default rate as Bonds then Outstanding or the Trustee (if a Credit Facility is no longer in effect on or the date hereofCredit Facility Providers (if any) are then in default under their payment obligations under the Credit Facilities) and the Liquidity Facility Providers (if any) or the Bondholder Representative (if any) to such amendment, modification or termination have been filed with the Trustee. The Trustee shall give such written consent only if (1) the Trustee receives an Opinion of Counsel to the effect that such amendment, modification or termination will not materially adversely affect the interests of the Bondholders or result in any material impairment of the security hereby given for the payment of the Bonds; or (2) the Trustee first obtains the written consent of the Holders of a majority in principal amount of the Bonds then Outstanding or the Bondholder Representative (if any) to such amendment, modification or termination; or (3) even if consent of Bondholders would otherwise be required, (bi) shortening if such amendment will be effective upon the final scheduled maturity remarketing of the Term Loan Debt Bonds following the mandatory tender of the Bonds pursuant to Sections 4.07, 4.08, 4.09 or 4.10 or (ii) with respect to Bonds in a Daily Mode, a Weekly Mode or an R-FLOATs Mode (except during any Non-Remarketing Period) only, if notice of such proposed modification or amendment is given to the Convertible Notes DebtHolders of such Bonds (in the same manner as notices of redemption are given) at least 15 days before the effective date thereof, and on or before such effective date, the Holders have the right to demand purchase of their Bonds pursuant to Section 4.06, provided that, on or prior to the effective date of such modification or amendment, the Trustee shall obtain a Favorable Opinion of Bond Counsel; and provided further that, in the cases described in clauses (1), (c2) changing to earlier dates any dates upon which payments or (3) of principal this Subsection B, no such amendment, modification or interest are due thereon, or increase or add termination shall reduce the amount of any scheduled payments of principal (other than in connection with an amendment, forbearance or waiver under Loan Payments to be made to the Term Loan Documents or Convertible Notes Documents, as applicable, after the occurrence and during the continuance of a Event of Default thereunder, (d) adding or increasing any fees under the Term Loan Documents Issuer or the Convertible Notes Documents ((other than (v) fees of third parties thereunder, including administrative agents, trustees and collateral agents, (x) fees payable in connection with any amendment, consent, forbearance or waiver Trustee by the Borrower pursuant to the Term Loan Documents Agreement, or extend the Convertible Notes Documents to time for making such payments, without the extent and in no greater proportionate amount (based on comparable percentage written consent of outstanding loans and commitments) than any such amendment, consent, forbearance or waiver fee to be paid under the Loan Documents (if applicable), (y) reasonable and customary fees payable in connection with the issuance of any “Loans” or “Notes” in an amount not in excess of “CF Debt Maximum Amount” (as defined in the Intercreditor Agreement), and (z) reasonable and customary fees payable in connection with any refinancing all of the Term Loan Debt or Convertible Notes Debt permitted hereunder), or (e) changing any covenants, defaults or events of default under any Term Loan Documents or Convertible Notes Documents to directly restrict any Grantor from making payments Holders of the Obligations. Further, the Loan Parties shall provide Agents copies of any amendment or modification to the Term Loan Documents or the Convertible Notes DocumentsBonds then Outstanding.

Limitations on Amendments. The Loan Parties will not(a) No Obligor shall amend, waive or modify, nor shall it consent to or request any amendment, waiver or modification, of any of the material terms, conditions, representations and covenants contained in any Indebtedness for borrowed money that (i) shortens the final maturity date of such Indebtedness to a date earlier than 180 days after the Maturity Date (without giving effect to any amendment, waiver or modification, the "Initial Indebtedness") or (ii) requires the acceleration of the final scheduled maturity date and/or any principal payments, including but not limited to scheduled payments and mandatory prepayments, and/or increases the principal amount payable on any date (including, without limitation, pursuant to mandatory prepayments) prior to the dates of analogous payments of such Initial Indebtedness; provided, however, that this Section 6.10(a) shall not prohibit the incurrence of Permitted Refinancing Indebtedness, the repayment of the Indebtedness being refinanced, or any amendment, waiver or modification of the terms of the Indebtedness being refinanced necessary to effect such repayment. (b) No Obligor will, nor will they it permit any Restricted Subsidiaries other Obligor to, amend amend, adopt or terminate any Plan (i) unless such action could not reasonably be expected to have a Material Adverse Effect, or (ii) in any manner that could reasonably be expected to give the PBGC a sound and just basis to commence Proceedings against the Obligors on the basis that such action constitutes a subsequent change in connection with the Obligor's termination or replacement of the defined benefit Retirement Income Plan for Pilots of US Airways, Inc. with the 2003 Pilots Defined Contribution Plan. (c) No Obligor shall amend, restate, supplement or modify (or consent to or permit any provision of any Term Loan Document or Convertible Notes Document if such amendment amendment, restatement, supplement or modification has of) its Investment Guidelines without the effect prior written consent of (a) increasing the “Applicable Margin” or similar component of interest rate by more than 3.00 percentage points per annum (excludingAdministrative Agent; provided, that, for the avoidance of doubt, increases resulting from (ithis Section 6.10(c) increases in shall not be deemed to prohibit the underlying reference rate not caused by an amendment, supplement, modification or refinancing adoption of the Term Loan Documents or Convertible Notes Documents, or (ii) the accrual of interest at the default rate as in effect on the date hereof, (b) shortening the final scheduled maturity of the Term Loan Debt or the Convertible Notes Debt, (c) changing to earlier dates Investment Guidelines by any dates upon which payments of principal or interest are due thereon, or increase or add the amount of any scheduled payments of principal (other than in connection with an amendment, forbearance or waiver under the Term Loan Documents or Convertible Notes Documents, as applicable, after the occurrence and during the continuance of a Event of Default thereunder, (d) adding or increasing any fees under the Term Loan Documents or the Convertible Notes Documents ((other than (v) fees of third parties thereunder, including administrative agents, trustees and collateral agents, (x) fees payable in connection with any amendment, consent, forbearance or waiver to the Term Loan Documents or the Convertible Notes Documents to the extent and in no greater proportionate amount (based on comparable percentage of outstanding loans and commitments) than any such amendment, consent, forbearance or waiver fee to be paid under the Loan Documents (if applicable), (y) reasonable and customary fees payable in connection with the issuance of any “Loans” or “Notes” in an amount not in excess of “CF Debt Maximum Amount” (as defined in the Intercreditor Agreement), and (z) reasonable and customary fees payable in connection with any refinancing of the Term Loan Debt or Convertible Notes Debt permitted hereunder), or (e) changing any covenants, defaults or events of default under any Term Loan Documents or Convertible Notes Documents to directly restrict any Grantor from making payments of the Obligations. Further, the Loan Parties shall provide Agents copies of any amendment or modification to the Term Loan Documents or the Convertible Notes DocumentsObligor.

Limitations on Amendments. The Loan Parties will not(a) No Obligor shall amend, waive or modify, nor shall it consent to or request any amendment, waiver or modification, of any of the material terms, conditions, representations and covenants contained in any Indebtedness for borrowed money that (i) shortens the final maturity date of such Indebtedness to a date earlier than 180 days after the Maturity Date (without giving effect to any amendment, waiver or modification, the “Initial Indebtedness”) or (ii) requires the acceleration of the final scheduled maturity date and/or any principal payments, including but not limited to scheduled payments and mandatory prepayments, and/or increases the principal amount payable on any date (including, without limitation, pursuant to mandatory prepayments) prior to the dates of analogous payments of such Initial Indebtedness; provided, however, that this Section 6.10(a) shall not prohibit the incurrence of Permitted Refinancing Indebtedness, the repayment of the Indebtedness being refinanced, or any amendment, waiver or modification of the terms of the Indebtedness being refinanced necessary to effect such repayment. (b) No Obligor will, nor will they it permit any Restricted Subsidiaries other Obligor to, amend amend, adopt or terminate any Plan (i) unless such action could not reasonably be expected to have a Material Adverse Effect, or (ii) in any manner that could reasonably be expected to give the PBGC a sound and just basis to commence Proceedings against the Obligors on the basis that such action constitutes a subsequent change in connection with the Obligor’s termination or replacement of the defined benefit Retirement Income Plan for Pilots of US Airways, Inc. with the 2003 Pilots Defined Contribution Plan. (c) No Obligor shall amend, restate, supplement or modify (or consent to or permit any provision of any Term Loan Document or Convertible Notes Document if such amendment amendment, restatement, supplement or modification has of) its Investment Guidelines without the effect prior written consent of (a) increasing the “Applicable Margin” or similar component of interest rate by more than 3.00 percentage points per annum (excludingAdministrative Agent; provided, that, for the avoidance of doubt, increases resulting from (ithis Section 6.10(c) increases in shall not be deemed to prohibit the underlying reference rate not caused by an amendment, supplement, modification or refinancing adoption of the Term Loan Documents or Convertible Notes Documents, or (ii) the accrual of interest at the default rate as in effect on the date hereof, (b) shortening the final scheduled maturity of the Term Loan Debt or the Convertible Notes Debt, (c) changing to earlier dates Investment Guidelines by any dates upon which payments of principal or interest are due thereon, or increase or add the amount of any scheduled payments of principal (other than in connection with an amendment, forbearance or waiver under the Term Loan Documents or Convertible Notes Documents, as applicable, after the occurrence and during the continuance of a Event of Default thereunder, (d) adding or increasing any fees under the Term Loan Documents or the Convertible Notes Documents ((other than (v) fees of third parties thereunder, including administrative agents, trustees and collateral agents, (x) fees payable in connection with any amendment, consent, forbearance or waiver to the Term Loan Documents or the Convertible Notes Documents to the extent and in no greater proportionate amount (based on comparable percentage of outstanding loans and commitments) than any such amendment, consent, forbearance or waiver fee to be paid under the Loan Documents (if applicable), (y) reasonable and customary fees payable in connection with the issuance of any “Loans” or “Notes” in an amount not in excess of “CF Debt Maximum Amount” (as defined in the Intercreditor Agreement), and (z) reasonable and customary fees payable in connection with any refinancing of the Term Loan Debt or Convertible Notes Debt permitted hereunder), or (e) changing any covenants, defaults or events of default under any Term Loan Documents or Convertible Notes Documents to directly restrict any Grantor from making payments of the Obligations. Further, the Loan Parties shall provide Agents copies of any amendment or modification to the Term Loan Documents or the Convertible Notes DocumentsObligor.

Limitations on Amendments. The Loan Parties will not, nor will they permit any Restricted Subsidiaries to, amend or modify any provision of any Term Loan Document or Convertible Notes Document if such amendment or modification has the effect of (a) increasing the “"Applicable Margin” " or similar component of interest rate by more than 3.00 percentage points per annum (excluding, for the avoidance of doubt, increases resulting from (i) increases in the underlying reference rate not caused by an amendment, supplement, modification or refinancing of the Term Loan Documents or Convertible Notes Documents, or (ii) the accrual of interest at the default rate as in effect on the date hereof, (b) shortening the final scheduled maturity of the Term Loan Debt or the Convertible Notes Debt, (c) changing to earlier dates any dates upon which payments of principal or interest are due thereon, or increase or add the amount of any scheduled payments of principal (other than in connection with an amendment, forbearance or waiver under the Term Loan Documents or Convertible Notes Documents, as applicable, after the occurrence and during the continuance of a Event of Default thereunder, (d) adding or increasing any fees under the Term Loan Documents or the Convertible Notes Documents ((other than (v) fees of third parties thereunder, including administrative agents, trustees and collateral agents, (x) fees payable in connection with any amendment, consent, forbearance or waiver to the Term Loan Documents or the Convertible Notes Documents to the extent and in no greater proportionate amount (based on comparable percentage of outstanding loans and commitments) than any such amendment, consent, forbearance or waiver fee to be paid under the Loan Documents (if applicable), (y) reasonable and customary fees payable in connection with the issuance of any “"Loans” " or “"Notes” " in an amount not in excess of “"CF Debt Maximum Amount” " (as defined in the Intercreditor Agreement), and (z) reasonable and customary fees payable in connection with any refinancing of the Term Loan Debt or Convertible Notes Debt permitted hereunder), or (e) changing any covenants, defaults or events of default under any Term Loan Documents or Convertible Notes Documents to directly restrict any Grantor from making payments of the Obligations. Further, the Loan Parties shall provide Agents copies of any amendment or modification to the Term Loan Documents or the Convertible Notes Documents.