Common use of Amendments and Consents Clause in Contracts

Amendments and Consents. Notwithstanding anything to the contrary in this Agreement, this Agreement (including any provisions incorporated in this Agreement by reference) may be amended, and any provision of this Agreement may be waived, by the affirmative vote or written consent of the holders of a majority of the outstanding Shares subject only to the following limitations: (a) any amendment or waiver that would create or increase any obligation of any Member to contribute capital to the Company or impair the limited liability of any Member shall require such Member's written consent; (b) any amendment or waiver that would materially dilute or otherwise materially adversely affect any Member's right to receive distributions or allocations, as provided in Articles V and VI, in respect of his or her Shares may be effected if such amendment or waiver (i) is not prohibited by subsection (a) above, and (ii) either (A) in the case of an amendment or waiver that materially dilutes or otherwise materially adversely affects rights to allocations under Section 5.02(a)(ii)(A) or distributions under Section 6.01, is approved by Class A Membership Approval and Special Management Approval, or (B) in the case of an amendment or waiver not described in the foregoing clause (ii)(A), such amendment either (1) is approved by Class A Membership Approval and Special Management Approval, or (2) affects all of the outstanding Shares substantially equally on a pro rata basis (taking into account differences between different classes of Shares); (c) any amendment or waiver of any provision of the Liquidity Plan or Section 9.06 that materially adversely affects any rights or interests thereunder of the holder of any Shares outstanding immediately prior to the effective date of such amendment or waiver shall require the written consent of such holder, provided, however, the foregoing prohibition shall not apply to an amendment or waiver of the Liquidity Plan (i) that is effective only with respect to Shares issued after the effective date of the applicable amendment or waiver, or (ii) that (A) is not prohibited by subsection (a) above, and (B) is approved by Class A Membership Approval and by Non-Class A Membership Approval; (d) any amendment or waiver of the restriction under Section 3.01(e) on issuing Preference Shares that are not Permitted Preferred Shares must be approved by Class A Membership approval and by Special Management Approval; and (e) any amendment or waiver of subsection (a) above shall require the written approval of each affected Member; any amendment or waiver of the provisions of subsection (b) or (d) above must be approved by Class A Membership Approval and by Special Management Approval; and any amendment or waiver of the provisions of subsection (c) above must be approved by Class A Membership Approval and by Non-Class A Membership Approval.

Amendments and Consents. 1. Notwithstanding anything to the contrary contained in this Section 7.6 and 7.8 of the Credit Agreement, this Agreement USIS shall be permitted to sell all of the issued and outstanding capital stock of USI Care Management, Inc., Texas Professional Administrators, Inc. and USI Prescription Benefits Management Co. (including any provisions incorporated the "Transferred Subsidiaries") to CBCA, Inc. ("CBCA") (the "Proposed Sale"), on the terms and conditions previously disclosed to the Lenders in this the Stock Purchase Agreement by reference) may be amendedand among CBCA, the Borrower, USIS and any provision the Transferred Subsidiaries, dated as of this Agreement may be waivedApril 1, by 2002 (the affirmative vote or written consent of the holders of a majority of the outstanding Shares subject only to the following limitations: (a) any amendment or waiver "Stock Purchase Agreement"), provided that would create or increase any obligation of any Member to contribute capital to the Company or impair the limited liability of any Member shall require such Member's written consent; (b) any amendment or waiver that would materially dilute or otherwise materially adversely affect any Member's right to receive distributions or allocations, as provided in Articles V and VI, in respect of his or her Shares may be effected if such amendment or waiver (i) the Proposed Sale is not prohibited an arm's length transaction and is for -------- fair market value (as determined in good faith by subsection (a) abovethe USIS), and (ii) either at the closing of the Proposed Sale USIS receives (x) Net Proceeds (which term as used in this Sixth Amendment, for the purposes of Section 3.1(b)(i)(A) of the Credit Agreement, shall take into account the deductions, estimates of which are set forth on Schedule I attached hereto) in an amount equal to $16.3 million in cash (the "Closing Cash Payment") and (y) a secured non-negotiable subordinated promissory note from CBCA (the "CBCA Note") with a principal amount equal to the Deferred Payment Amount (as defined in the Stock Purchase Agreement), it being understood and agreed that the CBCA Note shall be (A) guaranteed and secured on the terms and conditions previously disclosed to the Lenders in the case of an amendment or waiver that materially dilutes or otherwise materially adversely affects rights to allocations under Section 5.02(a)(ii)(A) or distributions under Section 6.01, is approved by Class A Membership Approval guaranty and Special Management Approval, or (B) in the case of an amendment or waiver not described in the foregoing clause (ii)(A), such amendment either (1) is approved by Class A Membership Approval and Special Management Approval, or (2) affects all of the outstanding Shares substantially equally on a pro rata basis (taking into account differences between different classes of Shares); (c) any amendment or waiver of any provision of the Liquidity Plan or Section 9.06 that materially adversely affects any rights or interests thereunder of the holder of any Shares outstanding immediately prior security agreements presented to the effective date of such amendment or waiver shall require the written consent of such holder, provided, however, the foregoing prohibition shall not apply to an amendment or waiver of the Liquidity Plan (i) that is effective only with respect to Shares issued after the effective date of the applicable amendment or waiver, or (ii) that (A) is not prohibited by subsection (a) above, Lenders and (B) is approved by Class A Membership Approval and by Non-Class A Membership Approval; (d) any amendment or waiver pledged to the Lenders pursuant to the terms of the restriction under Section 3.01(eSubsidiary Pledge and Security Agreement and (iii) on issuing Preference Shares that are not Permitted Preferred Shares must be approved by Class A Membership approval and by Special Management Approval; and (e) any amendment or waiver of subsection (a) above shall require the written approval of each affected Member; any amendment or waiver 100% of the provisions (x) Closing Cash Payment and (y) Net Proceeds from the Deferred Payment Amount (which, assuming satisfaction of subsection (bapplicable performance thresholds is estimated to be at least $6.2 million), in each case, shall be applied immediately upon the receipt thereof by USIS to repay the Term Loans in accordance with Section 3.1(b)(i)(A) or (d) above must be approved by Class A Membership Approval and by Special Management Approval; and any amendment or waiver of the provisions Credit Agreement. In the event that the Net Proceeds of subsection (cthe Proposed Sale received at the closing exceed $16.3 million, the such excess proceeds shall be applied to repay the Term Loans in accordance with Section 3.1(b)(i)(A) above must be approved by Class A Membership Approval of the Credit Agreement within three business days following receipt, it being understood and by Non-Class A Membership Approvalagreed that such application is not a condition precedent to consummation of the Proposed Sale.

Amendments and Consents. Notwithstanding (a) Effective as of the Amendment Operative Date, the Credit Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Amended Credit Agreement attached as Exhibit A hereto, provided that this Agreement shall not constitute a novation of the Credit Agreement as in effect prior to the Agreement Effective Date or the Amendment Operative Date. (b) For purposes of the Credit Agreement, the Required Lenders hereby consent, subject to the occurrence of the Amendment Operative Date, to (x) the consummation of the Acquisition by Borrower and its Subsidiaries and (y) the designation of Top Golf and its subsidiaries as Unrestricted Subsidiaries under the Amended Credit Agreement, in each case, notwithstanding anything to the contrary in this the Credit Agreement (and for the avoidance of doubt, without reducing or utilizing any basket or capacity set forth in the Amended Credit Agreement) so long as the Acquisition is consummated in accordance with the terms of the Merger Agreement in all material respects, this Agreement which terms shall not have been altered, amended or otherwise changed or supplemented by the Borrower or any provision waived or consented to by the Borrower (including any provisions incorporated change in this Agreement by reference) may be amendedthe purchase price), and any provision of this Agreement may be waivedin each case, by in a manner materially adverse to the affirmative vote or Lenders in their capacities as such, without the prior written consent of the holders of a majority Required Lenders (not to be unreasonably withheld) (it being understood that any decrease in the purchase price shall not be materially adverse to the Lenders and any increase in the purchase price, to the extent funded with equity interests of the outstanding Shares subject only Borrower, shall not be materially adverse to the following limitations: (a) any amendment or waiver that would create or increase any obligation of any Member to contribute capital to the Company or impair the limited liability of any Member shall require such Member's written consent; (b) any amendment or waiver that would materially dilute or otherwise materially adversely affect any Member's right to receive distributions or allocations, as provided in Articles V and VI, in respect of his or her Shares may be effected if such amendment or waiver (i) is not prohibited by subsection (a) above, and (ii) either (A) in the case of an amendment or waiver that materially dilutes or otherwise materially adversely affects rights to allocations under Section 5.02(a)(ii)(A) or distributions under Section 6.01, is approved by Class A Membership Approval and Special Management Approval, or (B) in the case of an amendment or waiver not described in the foregoing clause (ii)(ALenders), such amendment either (1) is approved by Class A Membership Approval and Special Management Approval, or (2) affects all of the outstanding Shares substantially equally on a pro rata basis (taking into account differences between different classes of Shares);. (c) any amendment or waiver of any provision of the Liquidity Plan or Section 9.06 that materially adversely affects any rights or interests thereunder of the holder of any Shares outstanding immediately prior Each Consenting Lender, by delivering its executed signature page to this Agreement agrees to be subject to the terms and conditions of this Agreement and that its consent to this Agreement, including the Amendments, shall be irrevocably valid, effective date and binding upon such Lender and any successor, participant or assignee of such amendment Lender and may not be revoked or waiver shall require the written consent of terminated by such holderLender or any such successor, provided, however, the foregoing prohibition shall not apply to an amendment participant or waiver of the Liquidity Plan (i) that is effective only with respect to Shares issued after the effective date of the applicable amendment or waiver, or (ii) that (A) is not prohibited by subsection (a) above, and (B) is approved by Class A Membership Approval and by Non-Class A Membership Approval; (d) any amendment or waiver of the restriction under Section 3.01(e) on issuing Preference Shares that are not Permitted Preferred Shares must be approved by Class A Membership approval and by Special Management Approval; and (e) any amendment or waiver of subsection (a) above shall require the written approval of each affected Member; any amendment or waiver of the provisions of subsection (b) or (d) above must be approved by Class A Membership Approval and by Special Management Approval; and any amendment or waiver of the provisions of subsection (c) above must be approved by Class A Membership Approval and by Non-Class A Membership Approvalassignee.