Common use of Modification of Other Agreements Clause in Contracts

Modification of Other Agreements. BORROWER will not, and will not permit any of its Subsidiaries to, consent to or implement any termination, amendment, modification, supplement or waiver of (a) the Senior Debt Documents, (b) the Senior Subordinated Debt Documents, (c) the certificate of incorporation or bylaws or partnership agreement or certificate of limited partnership or analogous constitutional documents of BORROWER or any of its Subsidiaries if the same could have a Material Adverse Effect, or (d) any other Material Contract to which it is a party or any Permit which it possesses if the same could have a Material Adverse Effect. Without limiting the generality of and in addition to the foregoing, BORROWER will not consent to or implement any termination, amendment, modification, supplement or waiver of the Senior Debt Documents or Senor Subordinated Debt Documents (i) to increase the principal amount of any Senior Debt or Senor Subordinated Debt, (ii) to shorten the maturity of, or any date for the payment of any principal of or interest on, any Senior Debt or Senior Subordinated Debt, (iii) to increase the rate of interest on or with respect to any Senior Debt or Senior Subordinated Debt, (iv) to otherwise amend or modify the payment or subordination terms of any Senior Debt or Senior Subordinated Debt, (v) to increase any cost, fee or expense payable by BORROWER or any its Subsidiaries, (vi) to provide any Collateral or security for payment or collection of any Senior Debt or Senior Subordinated Debt without the written consent of Required Banks, or (vii) in any other respect that could be materially adverse to Borrower and its Subsidiaries taken as a whole.

Modification of Other Agreements. BORROWER Borrower will not, and will not permit any of its Subsidiaries to, consent to or implement any termination, amendment, modification, supplement or waiver of (a) the Senior Debt Documents, (b) the Senior Subordinated Debt Documents, (c) the certificate of incorporation or bylaws or partnership agreement or certificate of limited partnership or analogous constitutional documents of BORROWER Borrower or any of its Subsidiaries if the same could have a Material Adverse Effect, or (d) any other Material Contract to which it is a party or any Permit which it possesses if the same could have a Material Adverse Effect. Without limiting the generality of and in addition to the foregoing, BORROWER Borrower will not consent to or implement any termination, amendment, modification, supplement or waiver of the Senior Debt Documents or Senor Subordinated Debt Documents (i) to increase the principal amount of any Senior Debt or Senor Subordinated Debt, (ii) to shorten the maturity of, or any date for the payment of any principal of or interest on, any Senior Debt or Senior Subordinated Debt, (iii) to increase the rate of interest on or with respect to any Senior Debt or Senior Subordinated Debt, (iv) to otherwise amend or modify the payment or subordination terms of any Senior Debt or Senior Subordinated Debt, (v) to increase any cost, fee or expense payable by BORROWER Borrower or any its Subsidiaries, (vi) to provide any Collateral collateral or security for payment or collection of any Senior Debt or Senior Subordinated Debt without the written consent of Required Banks, or (vii) in any other respect that could be materially adverse to Borrower and its Subsidiaries taken as a whole.

Modification of Other Agreements. BORROWER will not, and will not permit Neither Kitty Hawk nor any of its Subsidiaries to, will consent to or implement any termination, amendment, modification, supplement or waiver of (a) the Senior Debt DocumentsMerger Agreement, (b) the Senior any Subordinated Debt Documentsor any agreement, document or instrument evidencing or governing such Debt, (c) the certificate or articles of incorporation or bylaws or partnership agreement or certificate of limited partnership (or analogous constitutional documents documents) of BORROWER Kitty Hawk or any of its Subsidiaries if the same could have a Material Adverse EffectSubsidiaries, or (d) any other ACMI Agreement to which any of the AIA Aircraft is subject, or (e) any Material Contract to which it is a party or any Permit which it possesses if the same possesses, in each case unless such termination, amendment, modification, supplement or waiver could have a Material Adverse Effectnot be materially adverse to Kitty Hawk or any of its Subsidiaries or Agent or any Lender. Without limiting the generality of and in addition to the foregoingIn addition, BORROWER will Kitty Hawk shall not consent to or implement any termination, amendment, modification, supplement or waiver of the Senior Debt Documents or Senor Subordinated Debt Documents Indenture which would (i) to increase the principal amount of the Senior Notes or any Senior other Debt evidenced or Senor Subordinated Debtgoverned by the Indenture, (ii) to shorten the maturity of, or any date for the payment of any principal of or interest on, the Senior Notes or any Senior Debt or Senior Subordinated such other Debt, (iii) to increase the rate of interest on or with respect to the Senior Notes or any Senior Debt or Senior Subordinated such other Debt, (iv) to otherwise amend or modify the payment or subordination terms of the Senior Notes or any Senior Debt or Senior Subordinated such other Debt, (v) to increase any cost, fee or expense payable by BORROWER Kitty Hawk or any of its SubsidiariesSubsidiaries in connection with the Indenture, (vi) to provide any additional Collateral or security for payment or collection of the Senior Notes or any Senior such other Debt or Senior Subordinated Debt without (other than replacement and substitute collateral as contemplated by the written consent of Required BanksIndenture), or (vii) in any other respect that could be materially adverse to Borrower and Kitty Hawk or any of its Subsidiaries taken as a wholeor Agent or any Lender. Furthermore, Kitty Hawk shall not make or otherwise permit to occur any prepayment (whether by redemption, repurchase or otherwise) of the Debt evidenced by the Senior Notes except for (A) mandatory prepayments required by Sections 4.11, 4.13 and 4.16 of the Indenture and (B) optional redemptions in accordance with Section 3.01(b) of the Indenture.

Modification of Other Agreements. BORROWER Each of the Loan Parties and --------------------------------- the Supremex Loan Parties will not, and will not permit Holdings or any of the Borrower's Subsidiaries to, consent to or implement any termination, amendment, modification, supplement or waiver of (a) the Borrower Subordinated Debt Documents, (b) the Holdings Subordinated Debt Documents, (c) the Acquisition Documents, (d) the Tax Sharing Agreement, or (e) the certificate of incorporation or bylaws (or analogous constitutional documents) of Holdings, the Borrower or any of the Borrower's Subsidiaries if the same could have a Material Adverse Effect or otherwise could be materially adverse to the Agent or the Lenders or the Supremex Agent or the Supremex Lenders; provided, however, that -------- ------- the Borrower and/or Holdings may amend or modify the agreements, documents and instruments referred to in clauses (c), (d) or (e) preceding if and to the ----------- --- --- extent that such amendment or modification is not substantive or material and could not have a Material Adverse Effect. Without limiting the generality of and in addition to the foregoing, the Borrower will not, and will not permit Holdings to, consent to or implement any termination, amendment, modification, supplement or waiver of the Borrower Subordinated Debt Documents or the Holdings Subordinated Debt Documents (i) to increase the principal amount of any Borrower Subordinated Debt or Holdings Subordinated Debt, (ii) to shorten the maturity of, or any date for the payment of any principal of or interest on, any Borrower Subordinated Debt or Holdings Subordinated Debt, (iii) to increase the rate of interest on or with respect to any Borrower Subordinated Debt or Holdings Subordinated Debt, (iv) to otherwise amend or modify the payment or subordination terms of any Borrower Subordinated Debt or Holdings Subordinated Debt, (v) to increase any cost, fee or expense payable by Holdings, the Borrower or any of the Borrower's Subsidiaries, (vi) to provide any Collateral or security for payment or collection of any Borrower Subordinated Debt or Holdings Subordinated Debt, or (vii) in any other respect that could be materially adverse to the Borrower or Holdings. Notwithstanding anything to the contrary contained in this Agreement, each of the Loan Parties and the Supremex Loan Parties will not, and will not permit any of its Subsidiaries to, consent to or implement any termination, amendment, modification, supplement or waiver of (a) any of the Senior Debt Documents, (b) the Senior Subordinated Debt Documents, (c) the certificate of incorporation or bylaws or partnership agreement or certificate of limited partnership or analogous constitutional documents of BORROWER Equipment Lease Facility Documents or any of its Subsidiaries if the same could have a Material Adverse Effect, or (d) any other Material Contract to which it is a party or any Permit which it possesses if the same could have a Material Adverse Effect. Without limiting the generality of and in addition to the foregoing, BORROWER will not consent to or implement any termination, amendment, modification, supplement or waiver of the Senior Debt Accounts Receivable Securitization Facility Documents or Senor Subordinated Debt Documents (i) to increase the principal amount of any Senior Debt or Senor Subordinated Debt, (ii) to shorten the maturity of, or any date for the payment of any principal of or interest on, any Senior Debt or Senior Subordinated Debt, (iii) to increase the rate of interest on or with respect to any Senior Debt or Senior Subordinated Debt, (iv) to otherwise amend or modify the payment or subordination terms of any Senior Debt or Senior Subordinated Debt, (v) to increase any cost, fee or expense payable by BORROWER or any its Subsidiaries, (vi) to provide any Collateral or security for payment or collection of any Senior Debt or Senior Subordinated Debt without the prior written consent of the Agent and the Required BanksLenders and the Supremex Agent and the Supremex Required Lenders; provided, however, that immaterial amendments, modifications, -------- ------- supplements and waivers may be effectuated without the prior written consent of the Required Lenders or (vii) in any other respect that could be materially adverse to Borrower and its Subsidiaries taken as a wholethe Supremex Required Lenders.

Modification of Other Agreements. BORROWER Each of the BORROWERS will not, and will not permit any of its Subsidiaries to, consent to or implement any termination, amendment, modification, supplement or waiver of (a) the Senior Debt Documents, (b) the Senior Subordinated Debt Documents, (c) the certificate of incorporation or bylaws or partnership agreement or certificate of limited partnership or analogous constitutional documents of such BORROWER or any of its Subsidiaries if the same could have a Material Adverse Effect, or (d) any other Material Contract to which it is a party or any Permit which it possesses if the same could have a Material Adverse Effect. Without limiting the generality of and in addition to the foregoing, BORROWER each of the BORROWERS will not consent to or implement any termination, amendment, modification, supplement or waiver of the Senior Debt Documents or Senor Subordinated Debt Documents (i) to increase the principal amount of any Senior Debt or Senor Subordinated Debt, (ii) to shorten the maturity of, or any date for the payment of any principal of or interest on, any Senior Debt or Senior Subordinated Debt, (iii) to increase the rate of interest on or with respect to any Senior Debt or Senior Subordinated Debt, (iv) to otherwise amend or modify the payment or subordination terms of any Senior Debt or Senior Subordinated Debt, (v) to increase any cost, fee or expense payable by such BORROWER or any its Subsidiaries, (vi) to provide any Collateral or security for payment or collection of any Senior Debt or Senior Subordinated Debt without the written consent of Required Banks, or (vii) in any other respect that could be materially adverse to Borrower Falcon Drilling or any other BORROWER or to Falcon Drilling and its Subsidiaries taken as a whole.