(c)waive the Event of Default under the Credit Agreement that would arise upon the Merger pursuant to Section 9.16 (Listing) of the Credit Agreement as DSSI will not be publicly listed after the Merger;
(d)waive the provisions of Section 8.02(h) (Consolidation, Merger, Sale of Assets, etc.) of the Credit Agreement in order to permit the Merger;
(e)waive the provisions of Section 8.03 (Restricted Payments) of the Credit Agreement in order to permit the Merger;
(f)waive the provisions of Section 8.08(a) (Limitation on Modifications of Certain Documents; etc.) of the Credit Agreement in order to permit the Merger;
(g)waive, on behalf of themselves or their Affiliates, as the case may be, who are parties to Interest Rate Protection Agreement entered into with DSS Inc., any Events of Default or Termination Events (each as defined in such Interest Rate Protection Agreements) or other breaches or similar events under such Interest Rate Protection Agreements that would arise as a result of the Transaction; and
(h)waive any other Events of Default or other breaches under the Credit Agreement that would arise as a result of the Transactions.
REQUEST, WAIVER AND AMENDMENT
The Borrower hereby requests that the Lenders (x) waive an Event of Default which has occurred and is continuing under Section 9.04(i) and (ii) of the Credit Agreement in connection with (i) an event of default which has occurred and is continuing under that certain Credit Agreement, dated as of August 9, 2016, by and among NT Suez GP LLC, as corporate guarantor, NT Suez Holdco LLC, as borrower, the lenders party thereto and Crédit Agricole Corporate and Investment Bank, as administrative agent and collateral agent (as amended, restated, amended and restated, modified and/or supplemented from time to time, the “$66M Credit Agreement”) as a result of a failure to make a mandatory prepayment under the $66M Credit Agreement required upon the occurrence of a Change of Control (as defined in the $66M Credit Agreement) and (ii) any related event of default under any other Financial Indebtedness described in the proviso to Section 9.04 of the Credit Agreement (clauses (x)(i) and (x)(ii) collectively, the “Existing Events of Default”) and (y) waive any other Default or Event of Default which may have occurred as a result of NT Suez Holdco LLC being treated as a Subsidiary under the Credit Agreement and the other Credit Documents.
In addition, the Borrower requests that the Lenders amend the definition of “Subsidiary” appearing in the Credit Agreement by amending and restating the last sentence of such definition as follows (such amendment the “Proposed Amendment”):
“For the avoidance of doubt, neither NT Suez GP LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, nor NT Suez Holdco LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands, nor any of their respective Subsidiaries shall be considered a “Subsidiary” for purposes of the Agreement.”
Subject to the occurrence of the Effective Date (as defined below) and the terms and conditions of this Consent Letter, the Consenting Lenders (as defined below) hereby consent to:
waive the Existing Events of Default;