Common use of Amendment of Certain Documents Clause in Contracts

Amendment of Certain Documents. (a) Amend, modify or waive any term or provision of its Organizational Documents (including the Partnership Agreement), the Services Agreement, the Midwest Frac Agreement or any Material Contract in a manner material and adverse to Agent or any Lender (for the avoidance of doubt, any amendment, modification or other change in the Partnership Agreement that would result in an increase in dividends or distributions payable thereunder is hereby deemed material and adverse to Agent and the Lenders); provided, however, a Credit Party may amend its Organizational Documents to change its legal name in compliance with Section 6.13(a). (b) Amend, modify or waive any term or provision of any documentation relating to the Specified Obligations in a manner material and adverse to Agent or any Lender (for the avoidance of doubt, any amendment, modification or other change in such documentation (i) to increase the aggregate amount of Specified Obligations that is secured, (ii) to increase the aggregate amount of Specified Obligations by more than 10% than such amount outstanding on the Amendment No. 3 Effective Date (other than by operation of the terms of such documentation as in effect on the Amendment No. 3 Effective Date or by capitalizing any rental or interest payable in respect of Specified Obligations), (iii) to accelerate or otherwise make earlier any payment date or (iv) to add any restriction on any sale, lease, transfer or other disposition of Collateral or on the amendment, restatement, waiver, supplement or refinancing of any Senior Lien Obligations (as defined in the Junior Lien Intercreditor Agreement) is hereby deemed material and adverse to Agent and the Lenders). The Credit Parties shall provide Agent a final draft of any amendment, modification or waiver of any documentation relating to the Specified Obligations at least three Business Days in advance of the proposed effectiveness of any such amendment, modification or waiver; provided that, in the case of any modifications to security documents relating to the Specified Obligations that are required by Section 5.03(b) of the Junior Lien Intercreditor Agreement, no advance notice shall be required but a copy thereof shall be provided to Agent following effectiveness. (c) Amend, modify or waive any term or provision of any Specified Document in a manner material and adverse to Agent or any Lender; provided that the following amendments and modifications are deemed to be material and adverse to the Agent and the Lenders: (i) any increase in the interest rate under the Specified Note other than as a result of the imposition of the default rate provided for therein as of the Amendment No. 4 Effective Date, (ii) any modification or amendment which makes any payment date under the Specified Documents earlier than such payment date set forth in the Specified Documents as of the Amendment No. 4 Effective Date and (iii) any modification or amendment which restricts or removes the ability to pay interest in kind. (d) Amend, modify or waive any term or provision of any Second Lien Term Loan Documentation in a manner material and adverse to Agent or any Lender; provided that the following amendments and modifications are deemed to be material and adverse to the Agent and the Lenders: (i) any such amendment or modification prohibited by Section 5.03(d) of the First Lien/Second Lien Intercreditor Agreement and (ii) other than as permitted by Section 5.03(d)(1) of the First Lien/Second Lien Intercreditor Agreement, any modification or amendment which would make any representation, warranty, covenant or event of default more expansive, or restrictive to the Credit Parties, than the Second Lien Term Loan Documentation in effect as of the Amendment No. 12 Effective Date.

Amendment of Certain Documents. (a) Amend, modify or waive any term or provision of its Organizational Documents (including the Partnership Agreement), the Services Agreement, the Midwest Frac Agreement Agreement, or any Material Contract in a manner material and adverse to Agent or any Lender (for the avoidance of doubt, any amendment, modification or other change in the Partnership Agreement that would result in an increase in dividends or distributions payable thereunder is hereby deemed material and adverse to Agent and the Lenders); provided, however, a Credit Party may amend its Organizational Documents to change its legal name in compliance with Section 6.13(a). (b) Amend, modify or waive any term or provision of any documentation relating to the Specified Obligations in a manner material and adverse to Agent or any Lender (for the avoidance of doubt, any amendment, modification or other change in such documentation (i) to increase the aggregate amount of Specified Obligations that is secured, (ii) to increase the aggregate amount of Specified Obligations by more than 10% than such amount outstanding on the Amendment No. 3 Effective Closing Date (other than by operation of the terms of such documentation as in effect on the Amendment No. 3 Effective Closing Date or by capitalizing any rental or interest payable in respect of Specified Obligations), (iii) to accelerate or otherwise make earlier any payment date or (iv) to add any restriction on any sale, lease, transfer or other disposition of Collateral or on the amendment, restatement, waiver, supplement or refinancing of any Senior Lien Obligations (as defined in the Junior Lien Intercreditor Agreement) is hereby deemed material and adverse to Agent and the Lenders). The Credit Parties shall provide Agent and the Lenders a final draft of any amendment, modification or waiver of any documentation relating to the Specified Obligations at least three Business Days in advance of the proposed effectiveness of any such amendment, modification or waiver; provided that, in the case of any modifications to security documents relating to the Specified Obligations that are required by Section 5.03(b) of the Junior Lien Intercreditor Agreement, no advance notice shall be required but a copy thereof shall be provided to Agent and the Lenders following effectiveness. (c) Amend, modify or waive any term or provision of any Specified Document in a manner material and adverse to Agent or any Lender; provided that the following amendments and modifications are deemed to be material and adverse to the Agent and the Lenders: (i) any increase in the interest rate under the Specified Note other than as a result of the imposition of the default rate provided for therein as of the Amendment No. 4 Effective Closing Date, (ii) any modification or amendment which makes any payment date under the Specified Documents earlier than such payment date set forth in the Specified Documents as of the Amendment No. 4 Effective Closing Date and (iii) any modification or amendment which restricts or removes the ability to pay interest in kind. (d) Amend, modify or waive any term or provision of any Second Lien Term Loan Documentation in a manner material and adverse to Agent or any Lender; provided that the following amendments and modifications are deemed to be material and adverse to the Agent and the Lenders: (i) any such amendment or modification prohibited by Section 5.03(d) of the First Lien/Second Lien Intercreditor Agreement and (ii) other than as permitted by Section 5.03(d)(1) of the First Lien/Second Lien Intercreditor Agreement, any modification or amendment which would make any representation, warranty, covenant or event of default more expansive, or restrictive to the Credit Parties, than the Second Lien Term Loan Documentation in effect as of the Amendment No. 12 Effective Date.

Amendment of Certain Documents. (a) Amend, modify or waive any term or provision of its Organizational Documents (including the Partnership Agreement), the Services Agreement, the Midwest Frac Agreement or any Material Contract in a manner material and adverse to Agent or any Lender (for the avoidance of doubt, any amendment, modification or other change in the Partnership Agreement that would result in an increase in dividends or distributions payable thereunder is hereby deemed material and adverse to Agent and the Lenders); provided, however, a Credit Party may amend its Organizational Documents to change its legal name in compliance with Section 6.13(a). (b) AmendUntil the payment of the Specified Other Obligations in accordance with the Termination of LTSA Agreement, amend, modify or waive any term or provision of any documentation relating to the Specified Obligations in a manner material and adverse to Agent or any Lender (for the avoidance of doubt, any amendment, modification or other change in such documentation (i) to increase the aggregate amount of Specified Obligations that is secured, (ii) to increase the aggregate amount of Specified Obligations by more than 10% than such amount outstanding on the Amendment No. 3 Effective Date March 1, 2016 (other than by operation of the terms of such documentation as in effect on the Amendment No. 3 Effective Date March 1, 2016 or by capitalizing any rental or interest payable in respect of Specified Obligations), (iii) to accelerate or otherwise make earlier any payment date or (iv) to add any restriction on any sale, lease, transfer or other disposition of Collateral or on the amendment, restatement, waiver, supplement or refinancing of any Senior Lien Obligations (as defined in the Junior Lien Intercreditor Agreement) is hereby deemed material and adverse to Agent and the Lenders); provided that, notwithstanding the foregoing, the Credit Parties shall not, at any time on and from the Closing Date, amend, modify or waive any term or provision of any documentation related to the Specified Obligations to incur any Lease Payment Deferral (as defined in the Termination Agreement) or otherwise defer any amount of any lease obligations in respect of the Specified Obligations to a date later than the scheduled date therefor. The Credit Parties shall provide Agent a final draft of any amendment, modification or waiver of any documentation relating to the Specified Obligations at least three Business Days in advance of the proposed effectiveness of any such amendment, modification or waiver; provided that, in the case of any modifications to security documents relating to the Specified Obligations that are required by Section 5.03(b) of the Junior Lien Intercreditor Agreement, no advance notice shall be required but a copy thereof shall be provided to Agent following effectiveness. (c) Amend, modify or waive any term or provision of any Specified Document in a manner material and adverse to Agent or any Lender; provided that the following amendments and modifications are deemed to be material and adverse to the Agent and the Lenders: (i) any increase in the interest rate under the Specified Note other than as a result of the imposition of the default rate provided for therein as of the Amendment No. 4 Effective DateMay 20, 2016, (ii) any modification or amendment which makes any payment date under the Specified Documents earlier than such payment date set forth in the Specified Documents as of the Amendment No. 4 Effective Date May 20, 2016 and (iii) any modification or amendment which restricts or removes the ability to pay interest in kind. (d) Amend, modify or waive any term or provision of any Second Lien Term Loan Note Documentation in a manner material and adverse to Agent or any Lender; provided that the following amendments and modifications are deemed to be material and adverse to the Agent and the Lenders: (i) any such amendment or modification prohibited by Section 5.03(d) of the First Lien/Second Lien Intercreditor Agreement and (ii) other than as permitted by Section 5.03(d)(1) of the First Lien/Second Lien Intercreditor Agreement, any modification or amendment which would make any representation, warranty, covenant or event of default more expansive, or restrictive to the Credit Parties, than the Second Lien Term Loan Note Documentation in effect as of the Amendment No. 12 Effective Closing Date.

Amendment of Certain Documents. (a) Amend, modify or waive any term or provision of its Organizational Documents (including the Partnership Agreement), the Services Agreement, the Midwest Frac Agreement Agreement, or any Material Contract in a manner material and adverse to Agent or any Lender Noteholder (for the avoidance of doubt, any amendment, modification or other change in the Partnership Agreement that would result in an increase in dividends or distributions payable thereunder is hereby deemed material and adverse to Agent and the LendersNoteholders); provided, however, a Credit Note Party may amend its Organizational Documents to change its legal name in compliance with Section 6.13(a). (b) AmendUntil the payment of the Specified Other Obligations in accordance with the Termination of LTSA Agreement, amend, modify or waive any term or provision of any documentation relating to the Specified Obligations in a manner material and adverse to Agent or any Lender Noteholder (for the avoidance of doubt, any amendment, modification or other change in such documentation (i) to increase the aggregate amount of the Specified Obligations that is securedObligations, (ii) to increase the aggregate amount of Specified Obligations by more than 10% than such amount outstanding on the Amendment No. 3 Effective Closing Date (other than by operation of the terms of such documentation as in effect on the Amendment No. 3 Effective Closing Date or by capitalizing any rental or interest payable in respect of Specified Obligations), (iii) to accelerate or otherwise make earlier any payment date or (iv) to add any restriction on any sale, lease, transfer or other disposition of Collateral or on the amendment, restatement, waiver, supplement or refinancing of any Senior Lien Obligations (as defined in the Junior Lien Intercreditor Agreement) is hereby deemed material and adverse to Agent and the LendersNoteholders); provided, that notwithstanding the foregoing, the Note Parties shall not, at any time on and from the Closing Date, amend, modify or waive any term or provision of any documentation relating to the Specified Obligations to incur any Lease Payment Deferral (as defined in the Termination Agreement) or otherwise defer any amount of any lease obligations in respect of the Specified Obligations to a date later than the scheduled date therefor. The Credit Note Parties shall provide Agent a final draft of any amendment, modification or waiver of any documentation relating to the Specified Obligations at least three Business Days in advance of the proposed effectiveness of any such amendment, modification or waiver; provided that, in the case of any modifications to security documents relating to the Specified Obligations that are required by Section 5.03(b) of the Junior Lien Intercreditor Agreement, no advance notice shall be required but a copy thereof shall be provided to Agent following effectiveness. (c) Amend, modify or waive any term or provision of any Specified Document in a manner material and adverse to Agent or any LenderNoteholder; provided that the following amendments and modifications are deemed to be material and adverse to the Agent and the LendersNoteholders: (i) any increase in the interest rate under the Specified Note other than as a result of the imposition of the default rate provided for therein as of the Amendment No. 4 Effective Closing Date, (ii) any modification or amendment which makes any payment date under the Specified Documents earlier than such payment date set forth in the Specified Documents as of the Amendment No. 4 Effective Closing Date and (iii) any modification or amendment which restricts or removes the ability to pay interest in kind. (d) Amend, modify or waive any term or provision of any Second Lien Term Loan Documentation in a manner material and adverse to Agent or any Lender; provided that the following amendments and modifications are deemed to be material and adverse to the Agent and the Lenders: (i) any such amendment or modification prohibited by Section 5.03(d) of the First Lien/Second Lien Intercreditor Agreement and (ii) other than as permitted by Section 5.03(d)(1) of the First Lien/Second Lien Intercreditor Agreement, any modification or amendment which would make any representation, warranty, covenant or event of default more expansive, or restrictive to the Credit Parties, than the Second Lien Term Loan Documentation in effect as of the Amendment No. 12 Effective Date.

Amendment of Certain Documents. (a) Amend, modify or waive any term or provision of its Organizational Documents (including the Partnership Agreement), the Services Agreement, the Midwest Frac Agreement or any Material Contract in a manner material and adverse to Agent or any Lender (for the avoidance of doubt, any amendment, modification or other change in the Partnership Agreement that would result in an increase in dividends or distributions payable thereunder is hereby deemed material and adverse to Agent and the Lenders); provided, however, a Credit Party may amend its Organizational Documents to change its legal name in compliance with Section 6.13(a). (b) Amend, modify or waive any term or provision of any documentation relating to the Specified Obligations in a manner material and adverse to Agent or any Lender (for the avoidance of doubt, any amendment, modification or other change in such documentation (i) to increase the aggregate amount of Specified Obligations that is secured, (ii) to increase the aggregate amount of Specified Obligations by more than 10% than such amount outstanding on the Amendment No. 3 Effective Date (other than by operation of the terms of such documentation as in effect on the Amendment No. 3 Effective Date or by capitalizing any rental or interest payable in respect of Specified Obligations), (iii) to accelerate or otherwise make earlier any payment date or (iv) to add any restriction on any sale, lease, transfer or other disposition of Collateral or on the amendment, restatement, waiver, supplement or refinancing of any Senior Lien Obligations (as defined in the Junior Lien Intercreditor Agreement) is hereby deemed material and adverse to Agent and the Lenders). The Credit Parties shall provide Agent a final draft of any amendment, modification or waiver of any documentation relating to the Specified Obligations at least three Business Days in advance of the proposed effectiveness of any such amendment, modification or waiver; provided that, in the case of any modifications to security documents relating to the Specified Obligations that are required by Section 5.03(b) of the Junior Lien Intercreditor Agreement, no advance notice shall be required but a copy thereof shall be provided to Agent following effectiveness. (c) Amend, modify or waive any term or provision of any Specified Document in a manner material and adverse to Agent or any Lender; provided that the following amendments and modifications are deemed to be material and adverse to the Agent and the Lenders: (i) any increase in the interest rate under the Specified Note other than as a result of the imposition of the default rate provided for therein as of the Amendment No. 4 Effective Date, (ii) any modification or amendment which makes any payment date under the Specified Documents earlier than such payment date set forth in the Specified Documents as of the Amendment No. 4 Effective Date and (iii) any modification or amendment which restricts or removes the ability to pay interest in kind. (d) Amend, modify or waive any term or provision of any Second Lien Term Loan Documentation in a manner material and adverse to Agent or any Lender; provided that the following amendments and modifications are deemed to be material and adverse to the Agent and the Lenders: (i) any such amendment or modification prohibited by Section 5.03(d) of the First Lien/Second Lien Intercreditor Agreement and (ii) other than as permitted by Section 5.03(d)(1) of the First Lien/Second Lien Intercreditor Agreement, any modification or amendment which would make any representation, warranty, covenant or event of default more expansive, or restrictive to the Credit Parties, than the Second Lien Term Loan Documentation in effect as of the Amendment No. 12 Effective Date.