Amendments to Credit Agreement Contract Clauses (1,336)

Amendments to Credit Agreement. (a) Section 1.01 of the Credit Agreement is hereby amended by adding the following new defined terms to Section 1.01 of the Credit Agreement in the appropriate alphabetical order: "First Amendment Effective Date" means October 28, 2019. "JV Payment Conditions" means, with respect to any Investment pursuant to Section 8.03(l), the satisfaction of the following conditions: (a) as of the date of any such Investment and immediately after giving effect thereto, no Default or Event of Default has occu...rred and is continuing; (b) Adjusted Excess Availability (after giving Pro Forma Effect to such Investment) during the thirty (30) consecutive day period ending on and including the date of such Investment shall be not less than $30,000,000; and (c) the Lender shall have received a certificate of a Responsible Officer of the Borrower Agent certifying as to compliance with the preceding clauses and demonstrating (in reasonable detail) the calculations required thereby. (b) Section 1.01 of the Credit Agreement is hereby amended by deleting the definition of "Adjusted Excess Availability" in its entirety and replacing it with the following: "Adjusted Excess Availability" means, at any time of calculation, the sum of (a) Excess Availability plus (b) (x) for the period commencing on the First Amendment Effective Date and continuing until the earlier of (1) January 31, 2020 and (2) the date of the first Borrowing following the First Amendment Effective Date, Qualified Unrestricted Cash, and thereafter (y) the lesser of (1) Qualified Unrestricted Cash of the Borrowers and (2) $12,500,000. (c) Sections 2.06(b)(i), 2.06(b)(iii), 2.06(b)(iv) and 8.13 of the Credit Agreement are hereby amended to replace the term "Designated Joint Venture Entities" with the term "Designated Entities". (d) Section 8.03 of the Credit Agreement is hereby amended: (i) by deleting Section 8.03(j) in its entirety and replacing it with the following: "(j) Investments in Designated Entities in an amount not to exceed $25,000,000 in the aggregate during the term of this Agreement less any amounts utilized pursuant to Section 8.03(l), so long as the Payment Conditions are satisfied with respect thereto; provided that to the extent Average Excess Availability (after giving Pro Forma Effect to such Investment) during the thirty (30) consecutive day period ending on and 2 including the date of such Investment is greater than the greater of (x) 25.0% of the Revolving Credit Facility and (y) $12,500,000, at the time of any such Investment, then only clauses (a) and (d) of the definition of Payment Conditions shall be required to be satisfied at the time of such Investment;"; (ii) by deleting "." at the end of Section 8.03(k) and replacing it with "; and"; and (iii) by inserting a new clause (l) to read as follows: "(l) Investments in Designated Entities in an amount not to exceed $6,000,000 in the aggregate to the extent made on or prior to January 31, 2020, so long as the JV Payment Conditions are satisfied with respect thereto." 3. Effectiveness; Conditions Precedent. This Agreement shall be effective upon the satisfaction of the following conditions precedent (such date, the "First Amendment Effective Date"): (a) Receipt by the Lender of the executed counterparts of this Agreement executed by Loan Parties and the Lender. (b) The representations and warranties contained in Article VI of the Credit Agreement and each other Loan Document, shall be true and correct in all material respects, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, (ii) to the extent that such representations and warranties are qualified by materiality or Material Adverse Effect, in which case they shall be true and correct in all respects, and (iii) the representations and warranties contained in subsections (a) and (b) of Section 6.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01 of the Credit Agreement. (c) Borrowers shall have paid all fees, charges and disbursements of counsel to the Lender (directly to such counsel if requested by the Lender) pursuant to the Credit Agreement to the extent invoiced at least one (1) Business Day prior to or on the date hereof. View More

Amendments to Credit Agreement. The term "Revolving Credit Maturity Date" set forth in Section 1.1 of the Credit Agreement is hereby amended in its entirety to read as follows: ""Revolving Credit Maturity Date" means the earlier of (a) June 19, 2020 and (b) such earlier date on which the Obligations shall become due and payable in accordance with the terms of this Agreement and the other Loan Documents." 3. Costs and Expenses. Borrowers shall pay to Lender the costs and expenses incurred by Lender in connection with this Amend...ment, including but not limited to, attorney's fees and costs. View More