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Exhibit
10.35
AMENDMENT NO. 1 TO
THE
REVOLVING CREDIT
AGREEMENT
AND LIMITED
WAIVER
Dated as of February 6,
2008
AMENDMENT NO. 1 TO THE
REVOLVING CREDIT AGREEMENT AND LIMITED WAIVER (this “
Amendment ”) among Digital Realty Trust, L.P.
(the “ Borrower ”); Citicorp North
America, Inc. (“ CNAI ”), as
administrative agent (the “ Administrative
Agent ”), the financial institutions party to the
Credit Agreement referred to below (collectively, the “
Lender Parties ”), KeyBank National Association
(“ KeyBank ”), as syndication agent (the
“ Syndication Agent ”), and Citigroup
Global Markets Inc. and KeyBanc Capital Markets (the “
Arrangers ”).
PRELIMINARY
STATEMENTS:
(1) The Borrower, Digital
Realty Trust, Inc. (the “ Parent Guarantor
”), the subsidiaries of the Borrower party thereto, the
Lenders from time to time party thereto, the other Lender Parties,
the Administrative Agent and the Syndication Agent have entered
into a Revolving Credit Agreement dated as of August 31, 2007
(the “ Credit Agreement ”). Capitalized
terms not otherwise defined in this Amendment have the same
meanings as specified in the Credit Agreement.
(2) The Borrower, the
Administrative Agent and the Required Lenders have agreed to amend
the Credit Agreement and the Administrative Agent and the Required
Lenders have agreed to issue a limited waiver under the Credit
Agreement, each on the terms and subject to the conditions
hereinafter set forth.
SECTION 1. Amendments to
Credit Agreement . The Credit Agreement is, upon the occurrence
of the Amendment Effective Date (as defined in Section 5
below), hereby amended as follows:
(a) Section 1.01 of the
Credit Agreement is hereby amended by adding thereto the following
new definitions in their appropriate alphabetical order:
“ Decreasing
Facility ” has the meaning specified in
Section 2.19(a).
“ Increased
Commitment Amount ” has the meaning specified in
Section 2.19(b).
“ Increasing
Facility ” has the meaning specified in
Section 2.19(a).
“ Increasing
Reallocation Lender ” has the meaning specified in
Section 2.19(b).
“ Purchasing
Lenders ” has the meaning specified in
Section 2.19(d).
“
Reallocation ” has the meaning specified in
Section 2.19(a).
“ Reallocation
Commitment Date ” has the meaning specified in
Section 2.19(b).
“ Reallocation
Date ” has the meaning specified in
Section 2.19(a).
“ Reallocation
Notice ” has the meaning specified in
Section 2.19(a).
“ Selling
Lenders ” has the meaning specified in
Section 2.19(d).
“ Total
Reallocation Amount ” has the meaning specified in
Section 2.19(a).
(b) The definition of
“Lenders” set forth in Section 1.01 of the Credit
Agreement is hereby amended by adding thereto immediately after the
words “Section 2.18” the following: “or
2.19”.
(c) The definition of
“Multicurrency Letter of Credit Commitment” set forth
in Section 1.01 of the Credit Agreement is hereby amended by
deleting the last clause thereof and substituting the following
therefor: “as such amount may be reduced at or prior to such
time pursuant to Section 2.05 or 2.19 or increased pursuant to
Section 2.19.”
(d) The definition of
“Multicurrency Revolving Credit Commitment” set forth
in Section 1.01 of the Credit Agreement is hereby amended by
deleting the last clause thereof and substituting the following
therefor: “as such amount may be reduced at or prior to such
time pursuant to Section 2.05 or 2.19 or increased pursuant to
Section 2.18 or 2.19.”
(e) The definition of
“U.S. Dollar Letter of Credit Commitment” set forth in
Section 1.01 of the Credit Agreement is hereby amended by
deleting the last clause thereof and substituting the following
therefor: “as such amount may be reduced at or prior to such
time pursuant to Section 2.05 or 2.19 or increased pursuant to
Section 2.19.”
(f) The definition of
“US Dollar Revolving Credit Commitment” set forth in
Section 1.01 of the Credit Agreement is hereby amended by
deleting the last clause thereof and substituting the following
therefor: “as such amount may be reduced at or prior to such
time pursuant to Section 2.05 or 2.19 or increased pursuant to
Section 2.18 or 2.19.”
(g) Section 2.01(a)(ii)
of the Credit Agreement is hereby amended by deleting clause
(C) thereof and substituting therefor the
following:
“(C) the Equivalent in
Dollars of the portion of the Facility Exposure denominated in
Committed Foreign Currencies shall not at any time exceed the
percentage of the aggregate Commitments obtained by dividing
(1) the Multicurrency Revolving Credit Commitments by
(2) the sum of the Multicurrency Revolving Credit Commitments
and the U.S. Dollar Revolving Credit
Commitments.”
(h) Section 2.06(b)(i)
of the Credit Agreement is hereby deleted in its entirety and the
following is hereby substituted therefor:
“(i) The Borrower
shall, on each Business Day, prepay an aggregate principal amount
of the Revolving Credit Advances comprising part of the same
Borrowings, the Swing Line Advances and the Letter of Credit
Advances and deposit an amount in the L/C Cash Collateral Account
in an amount equal to (A) the amount by which the Facility
Exposure attributable to any Facility exceeds the aggregate
Commitments then allocable to such Facility on such Business Day,
(B) after taking into account any payments made pursuant to
clause (A), the amount by which Unsecured Debt exceeds 70% of the
Total Unencumbered Asset Value on such Business Day, (C) after
taking into account any payments made pursuant to the foregoing
clauses (A) and (B), an amount denominated in Swiss Francs or
Canadian Dollars to the extent the portion of the Facility Exposure
denominated in such currencies exceeds the limitation thereon set
forth in Section 2.01(a)(ii)(B), and (D) after taking
into account any payments made pursuant to the
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foregoing clauses (A),
(B) and (C), amounts denominated in Committed Foreign
Currencies to the extent the portion of the Facility Exposure
denominated in such currencies exceeds the limitation thereon set
forth in Section 2.01(a)(ii)(C), provided that any
deposit in the L/C Cash Collateral Account made pursuant to this
Section 2.06(b)(i) shall only be required to be maintained so
long as the applicable circumstances giving rise to the requirement
to make such deposit shall continue to exist or would again exist
in the absence of such deposit.”
(i) Section 2.11 of the
Credit Agreement is hereby amended by adding to the 22
nd
line thereof immediately
after the words “Commitment Increase pursuant to
Section 2.18” the following: “or Reallocation
pursuant to Section 2.19”.
(j) Section 2.18(a)(iii)
of the Credit Agreement is hereby deleted and the following is
hereby substituted therefor:
“(iii) the
Borrower’s notice to the Administrative Agent shall indicate
the proposed allocation of each such Commitment Increase between
the U.S. Dollar Revolving Credit Commitments (the “
U.S. Dollar Commitment Increase ”) and the
Multicurrency Revolving Credit Commitments (the “
Multicurrency Commitment Increase
”).”
(k) A new Section 2.19
is hereby added to the Credit Agreement immediately following
Section 2.18(g) thereof:
“SECTION 2.19.
Reallocation of Commitments . (a) Without limitation of
the Borrower’s rights under Section 2.18, the Borrower
may, at any time (but not more often than once in any fiscal
quarter), upon not less than seven calendar days’ prior
written notice to the Administrative Agent (the “
Reallocation Notice ”), reallocate the
aggregate amount of Revolving Credit Commitments between the
U.S. Dollar Revolving Credit Facility and the Multicurrency
Revolving Credit Facility (a “ Reallocation
”) by not less than U.S. $5,000,000 to be effective as of a
date (each a “ Reallocation Date ”) that
is at least 90 days prior to the scheduled Termination Date then in
effect; provided, however, that (i) in no event
shall any Reallocation cause (A) the U.S. Dollar
Revolving Credit Commitments to be less than the lesser of
(1) $100,000,000.00 or (2) the aggregate amount of
U.S. Dollar Revolving Credit Commitments then outstanding
(after accounting for any adjustments thereto pursuant to
Section 2.05) or (B) the Multicurrency Revolving Credit
Commitments to be less than the lesser of (1) $100,000,000.00
or (2) the aggregate amount of Multicurrency Revolving Credit
Commitments then outstanding (after accounting for any adjustments
thereto pursuant to Section 2.05), (ii) on the
Reallocation Date the following statements shall be true and the
Administrative Agent shall have received for the account of each
Lender Party a certificate signed by a duly authorized officer of
the Borrower, dated the Reallocation Date, stating that
(x) the representations and warranties contained in
Section 4.01 are correct in all material respects as though
made on and as of the Reallocation Date (except to the extent that
such representations and warranties relate solely to an earlier
date (in which case such representations and warranties shall have
been true and correct on and as of such earlier date)) and
(y) no Default or Event of Default has occurred and is
continuing or would result from such Reallocation,
(iii) immediately after giving effect to such Reallocation, in
no event shall (A) the aggregate principal amount of the
U.S. Dollar Revolving Credit Advances outstanding at such time
plus the Available Amount of all outstanding
U.S. Dollar Letters of Credit at such time exceed the
U.S. Dollar Revolving Credit Commitments at such time or (B)
the aggregate principal amount of the Multicurrency Revolving
Credit
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Advances (expressed in Dollars and
including the Equivalent in Dollars at such time of any amounts
denominated in a Committed Foreign Currency) plus the
Available Amount of all outstanding Multicurrency Letters of Credit
(expressed in Dollars and including the Equivalent in Dollars at
such time of any amounts denominated in a Committed Foreign
Currency) at such time exceed the Multicurrency Revolving Credit
Commitments at such time. The Reallocation Notice shall
(x) specify (1) the proposed aggregate amount of such
Reallocation (the “ Total Reallocation Amount
”), (2) the Facility being increased (the “
Increasing Facility ”), (3) the Facility
being decreased (the “ Decreasing Facility
”), and (4) the proposed Reallocation Date and
(y) contain a certification signed by a Responsible Officer of
the Borrower stating that all of the requirements set forth in this
Section 2.19(a) have been satisfied or, as of the Reallocation
Date, will be satisfied.
(b) Upon receipt of any
Reallocation Notice, the Administrative Agent shall promptly
deliver a copy of such Reallocation Notice to each Issuing Bank and
each Lender and notify each Lender of its proposed proportionate
share of (i) the Decreasing Facility, (ii) the Increasing
Facility, and (iii) the Total Reallocation Amount. Such
determinations shall be made by the Administrative Agent for each
Lender within each Facility based on the ratio of the Commitment of
such Lender in respect of such Facility to the total Commitments of
all Lenders in respect of such Facility, and (iv) the date by
which Lenders with increasing Commitments, if any, resulting from
such Reallocation must commit in writing to the increase in their
respective Commitments (the “ Reallocation Commitment
Date ”). Each Lender that is willing to participate
in such Commitment increase resulting from the Reallocation (each,
an “ Increasing Reallocation Lender ”)
shall, in its sole discretion, give written notice to the
Administrative Agent on or prior to the Reallocation Commitment
Date of the amount by which it is willing to increase its
applicable Commitment (an “ Increased Commitment
Amount ”). If any Lender in the Increasing Facility
shall fail to provide such notice or shall decline, in whole or in
part, to commit to its allocable share of the Commitment increase,
then the Administrative Agent shall promptly offer such share to
other Increasing Reallocation Lenders on a pro rata basis.
Each Issuing Bank shall confirm in writing its approval of the
Reallocation.
(c) Promptly following the
Reallocation Commitment Date, the Administrative Agent shall notify
the Borrower of any shortfall in the Commitments allocable to the
Increasing Facility. In the event of any such shortfall, the
provisions of Sections 2.18(c) and 2.18(d) shall apply, mutatis
mutandis .
(d) On the applicable
Reallocation Date, (i) the Reallocation shall be effected by
reallocating Commitments from the Decreasing Facility to the
Increasing Facility on a dollar-for-dollar basis, and (ii) to
the extent Advances then outstanding and owed to any
U.S. Dollar Revolving Lender or any Multicurrency Revolving
Lender immediately prior to the effectiveness of the Reallocation
shall be less than such Lender’s U.S. Dollar Revolving
Credit Pro Rata Share or Multicurrency Revolving Credit Pro Rata
Share (calculated immediately following the effectiveness of such
Reallocation) of all Advances then outstanding that are owed to
U.S. Dollar Revolving Lenders or to Multicurrency Revolving
Lenders (collectively, including any applicable Assuming Lender,
the “Purchasing Lenders”), in each case as applicable,
then such Purchasing Lenders, without executing an Assignment and
Acceptance, shall be deemed to have purchased an assignment of a
pro rata portion of the Advances then outstanding and owed
to each Lender that is not a Purchasing Lender (collectively, the
“Selling Lenders”), in an amount sufficient such that
following the effectiveness of all such assignments (x) the
Advances outstanding and owed to each U.S. Dollar
Revolving
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Lender shall equal such
Lender’s U.S. Dollar Revolving Credit Pro Rata Share
(calculated immediately following the effectiveness of the
Reallocation) of all Advances then outstanding in respect of the
U.S. Dollar Revolving Credit Facility and (y) the
Advances outstanding and owed to each Multicurrency Revolving
Lender shall equal such Lender’s Multicurrency Revolving
Credit Pro Rata Share (calculated immediately following the
effectiveness of the Reallocation) of all Advances then outstanding
in respect of the Multicurrency Revolving Credit Facility. The
Administrative Agent shall calculate the net amount to be paid by
each Purchasing Lender and received by each Selling Lender in
connection with the assignments effected hereunder on the
Reallocation Date. Each Purchasing Lender shall make the amount of
its required payment available to the Administrative Agent, in same
day funds, at the office of the Administrative Agent not later than
12:00 P.M. (New York time) on the Reallocation Date. The
Administrative Agent shall distribute on the Reallocation Date the
proceeds of such amount to each of the Selling Lenders entitled to
receive such payments at its Applicable Lending Office.
(e) On the Reallocation Date,
the Letter of Credit Commitments shall, subject to the provisions
of this Section 2.19(e), be reallocated between the
U.S. Dollar Letter of Credit Facility and the Multicurrency
Letter of Credit Facility in a manner proportionate to the
Reallocation of Revolving Credit Commitments from the Decreasing
Facility to the Increasing Facility. Upon the effectiveness of such
reallocation, (i) the U.S. Dollar Letter of Credit
Commitment shall be an amount equal to the aggregate amount of the
Letter of Credit Commitments multiplied by the quotient obtained by
dividing the U.S. Dollar Revolving Credit Commitments (as in
effect immediately following the Reallocation) by the aggregate
Revolving Credit Commitments, and (ii) the Multicurrency
Letter of Credit Commitment shall be an amount equal to the
aggregate amount of the Letter of Credit Commitments less
the amount of the U.S. Dollar Letter of Credit Commitment
established pursuant to the preceding clause (i); provided ,
however , that such reallocation of the Letter of Credit
Commitments shall be made only to the extent that following the
effectiveness thereof (x) the sum of all Letter of Credit
Advances then outstanding in respect of U.S. Dollar Letters of
Credit plus the Available Amount of all U.S. Dollar
Letters of Credit shall not exceed the U.S. Dollar Letter of
Credit Commitment, and (y) the sum of all Letter of Credit
Advances then outstanding in respect of Multicurrency Letters of
Credit plus the Available Amount of all Multicurrency
Letters of Credit shall not exceed the Multicurrency Letter of
Credit Commitment.
(f) On the Reallocation Date,
the Borrower shall execute and deliver a replacement Note payable
to the order of each Lender requesting the same in a principal
amount equal to such Lender’s respective Revolving Credit
Commitment immediately following the effectiveness of the
Reallocation. Each Lender receiving a replacement Note shall
promptly return to the Borrower any previously issued Note for
which such replacement Note was delivered in exchange.
(g) On the Reallocation Date,
the Administrative Agent shall notify the Lenders and the Borrower,
on or before 1:00 P.M. (New York City time), by telecopier, telex
or other electronic mail communication, of the occurrence of the
Reallocation to be effected on such Reallocation Date and shall
promptly distribute to the Lenders and the Borrower a copy of
Schedule I hereto revised to reflect such Reallocation. The
Administrative Agent shall record in the Register the relevant
information with respect to each Lender on such Reallocation Date
in accordance with Section 9.07.”
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(l) Section 5.02(h) of
the Credit Agreement is hereby deleted and the following is hereby
substituted therefor:
“(h) Amendments of
Constitutive Documents . Amend, in each case in any material
respect, its limited liability company agreement, certificate of
incorporation or bylaws or other constitutive documents,
provided that (i) any amendment to any such
constitutive document that would be adverse to any of the Lender
Parties shall be deemed “material” for purposes of this
Section, (ii) any amendment to any such constitutive document
that would designate such Loan Party as a “special purpose
entity” or otherwise confirm such Loan Party’s status
as a “special purpose entity” shall be deemed
“not material” for purposes of this Section,
(iii) any amendment to any such constitutive document effected
solely for the purpose of designating (or otherwise establishing
the terms of), issuing, or authorizing for issuance Preferred
Interests in the Parent Guarantor that do not comprise Debt and are
not otherwise prohibited under the other provisions of this
Agreement shall be deemed “not material” for purposes
of this Section, and (iv) any amendment to any such
constitutive document effected solely for the purpose of issuing or
otherwise establishing the terms of Preferred Interests of the
Borrower in connection with a contemporaneous issuance of Preferred
Interests of the Parent Guarantor of the type described in the
foregoing clause (iii) and in accordance with Section 4.3
of the Seventh Amended and Restated Agreement of Limited
Partnership of the Borrower dated as of February 4, 2008 (or
any substantially similar provisions in any subsequent amendment
thereof), which Preferred Interests of the Borrower do not comprise
Debt and are not otherwise prohibited under the other provisions of
this Agreement, shall be deemed “not material” for
purposes of this Section.”
(m) Section 8.02 of the
Credit Agreement is hereby amended by adding to clause
(a) thereof immediately after the words “Section
2.18” the following: “or 2.19”.
(n) Section 9.01(a) of
the Credit Agreement is hereby amended (i) by adding to clause
(iv) thereof immediately after the words “Section
2.18” the following: “and Section 2.19” and
(ii) by adding to clause (v) thereof immediately after
the words “the Notes” the following: “(except to
the extent of any reduction resulting from a Reallocation effected
pursuant to Section 2.19)”.
(o) Section 9.04(c) of
the Credit Agreement is hereby amended by deleting the text
“2.10(d) or 2.18(e)” in the third and fourth lines
thereof and replacing such text with “2.10(d), 2.18(e),
2.18(f) or 2.19(d)”.
(p) Schedule I to the Credit
Agreement is hereby amended and replaced in its entirety with Annex
A attached hereto.
SECTION 2. Limited
Waiver . (a) The Administrative Agent and the Lenders
hereby waive, upon the occurrence of the Waiver Effective Date (as
defined in Section 5 below), (i) compliance by the
Borrower and the Parent Guarantor with the provisions of
Section 5.02(h) of the Credit Agreement solely to the extent
necessary to permit the Borrower and the Parent Guarantor to amend
their respective constitutive documents pursuant to documentation
substantially in the form attached hereto as Exhibit A and
(ii) any Default or Event of Default that may occur under the
Credit Agreement as a result of such non-compliance ((i) and (ii),
collectively, the “ Limited Waiver
”).
(b) The Limited Waiver shall
be limited precisely as written, and nothing in this Amendment
shall be deemed to (x) constitute (i) a waiver of any
other Default or Event of Default or (ii) a waiver or
amendment of any other term, provision or condition of the
Credit
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Agreement, any of the other
Loan Documents or any other instrument or agreement referred to
therein, or (y) prejudice any right or remedy that the
Administrative Agent or any Lender Party may now have or may have
in the future under or in connection with the Credit Agreement, the
other Loan Documents or any other instrument or agreement referred
to in any of them or in equity or at law.
SECTION 3. Reallocation of
Commitments . (a) On the Amendment Effective Date,
(i) a reallocation of Revolving Credit Commitments shall be
effected by reallocating $125,000,000.00 of Commitments from the
U.S. Dollar Revolving Credit Facility to the Multicurrency
Revolving Credit Facility (the “ Current
Reallocation ”), (ii) the Current Reallocation
shall result in each Lender holding the respective Commitment or
Commitments designated for such Lender on Annex A attached hereto,
(iii) to the extent Advances then outstanding and owed to any
U.S. Dollar Revolving Lender or any Multicurrency Revolving
Lender immediately prior to the effectiveness of the Reallocation
shall be less than such Lender’s U.S. Dollar Revolving
Credit Pro Rata Share or Multicurrency Revolving Credit Pro Rata
Share (calculated immediately following the effectiveness of the
Current Reallocation) of all Advances then outstanding that are
owed to U.S. Dollar Revolving Lenders or to Multicurrency
Revolving Lenders (collectively, including any applicable Assuming
Lender, the “ Purchasing Lenders ”), in
each case as applicable, then such Purchasing Lenders, without
executing an Assignment and Acceptance, shall be deemed to have
purchased an assignment of a pro rata portion of the
Advances then outstanding and owed to each Lender that is not a
Purchasing Lender (collectively, the “ Selling
Lenders ”), in an amount sufficient such that
following the effectiveness of all such assignments (x) the
Advances outstanding and owed to each U.S. Dollar Revolving
Lender shall equal such Lender’s U.S. Dollar Revolving
Credit Pro Rata Share (calculated immediately following the
effectiveness of the Current Reallocation) of all Advances then
outstanding in respect of the U.S. Dollar Revolving Credit
Facility and (y) the Advances outstanding and owed to each
Multicurrency Revolving Lender shall equal such Lender’s
Multicurrency Revolving Credit Pro Rata Share (calculated
immediately following the effectiveness of the Current
Reallocation) of all Advances then outstanding in respect of the
Multicurrency Revolving Credit Facility. The Administrative Agent
shall calculate the net amount to be paid by each Purchasing Lender
and received by each Selling Lender in connection with the
assignments effected hereunder on the Amendment Effective Date.
Each Purchasing Lender shall make the amount of its required
payment available to the Administrative Agent, in same day funds,
at the office of the Administrative Agent not later than 12:00 P.M.
(New York time) on the Amendment Effective Date. The Administrative
Agent shall distribute on the Amendment Effective Date the proceeds
of such amount to each of the Selling Lenders entitled to receive
such payments at its Applicable Lending Office.
(b) On the Amendment
Effective Date a reallocation of the Letter of Credit Commitments
shall be effected by reallocating $19,230,769 from the
U.S. Dollar Letter of Credit Commitment to the Multicurrency
Letter of Credit Commitment, consistent with Annex A attached
hereto.
SECTION 4. Representations
and Warranties . The Borrower hereby represents and warrants
that the representations and warranties contained in each of the
Loan Documents (as amended or supplemented to date, including
pursuant to this Amendment) are true and correct on and as of the
Amendment Effective Date and the Waiver Effective Date, in each
case after giving effect to Section 2 hereof and before and
after giving effect to each other provision of this Amendment
(including, without limitation, the representation and warranty set
forth in Section 4.01(g) of the Credit Agreement, as amended
by this Amendment), as though made on and as of such date (except
for any such representation and warranty that, by its terms, refers
to an earlier date, in which case as of such earlier date). The
Borrower and the Parent Guarantor hereby represent and warrant that
the Preferred Interests issued by each of the Borrower and the
Guarantor on or about the date hereof pursuant to the amended
constitutive documents set forth in Exhibit A attached
hereto do not comprise Debt and are not prohibited under any
provision of the Credit Agreement (exclusive of
Section 5.02(h) thereof, as to which the Limited Waiver herein
applies).
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SECTION 5. Conditions of
Effectiveness . (a) Sections 2, 4, 5, 6, 7, 8 and 9 of
this Amendment (but no other portions hereof) shall become
effective as of the date first above written (the “
Waiver Effective Date ”) upon satisfaction of
each of the following conditions precedent:
(i) The Administrative Agent
shall have received (A) counterparts of this Amendment
executed by the Borrower and each Lender the consent of which is
required for effectiveness of the Limited Waiver pursuant to
Section 9.01 of the Credit Agreement or, as to any of such
Lenders, advice satisfactory to the Administrative Agent that such
Lender has executed this Amendment, and (B) the consent
attached hereto (the “ Consent ”)
executed by each of the Guarantors.
(ii) The representations and
warranties set forth in each of the Loan Documents shall be correct
in all material respects on and as of the Waiver Effective Date,
after giving effect to Section 2 hereof, as though made on and
as of such date (except for any such representation and warranty
that, by its terms, refers to a specific date other than the Waiver
Effective Date, in which case as of such specific date).
(iii) After giving effect to
Section 2 hereof, no event shall have occurred and be
continuing that constitutes a Default or Event of
Default.
(b) All remaining provisions
of this Amendment shall become effective as of such date as the
Administrative Agent shall designate in writing to the Lenders as
the effective date of the Current Reallocation (the “
Amendment Effective Date ”) upon satisfaction
of each of the following conditions precedent:
(i) The conditions to
effectiveness of the Waiver Effective Date set forth in
Section 5(a) shall have been satisfied.
(ii) The Administrative Agent
shall have received counterparts of this Amendment executed by each
Lender and each Issuing Bank the consent of which is required for
effectiveness of the amendments set forth in Section 1 hereof
pursuant to Section 9.01 of the Credit Agreement.
(iii) The Administrative
Agent shall have received a replacement Note payable to the order
of each Lender requesting the same in a principal amount equal to
such Lender’s respective Revolving C
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