Amendment to Guaranty Agreement Clause Examples

Amendment to Guaranty Agreement. The Guaranty Agreement is hereby amended as set forth in this Section 3.

Amendment to Guaranty Agreement. ▇▇. ▇▇▇▇▇▇▇▇▇ shall deliver concurrently with his execution of this Third Amendment an executed copy of the Second Amended and Restated Guaranty Agreement attached hereto as Exhibit B which acknowledges and agrees to the changes in the value of the Prebate and the terms of the repayment of the Prebate.

Amendment to Guaranty Agreement. Effective as of the Fourth Amendment Effective Date, a new Section 28 is hereby added to the Guaranty Agreement immediately following Section 27 thereof, which Section 28 shall read in full as follows: (a) Each Guarantor that is a Qualified ECP Guarantor hereby guarantees the payment and performance of all Indebtedness of each Benefitting Guarantor and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Benefitting Guarantor in order for such Benefitting Guarantor to honor its obligations (without giving effect to Section 28(b)) under this Guaranty and any other Security Instrument, including obligations with respect to Swap Agreements (provided, however, that each such Guarantor shall only be liable under this Section 28(a) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 28(a), or otherwise under this Guaranty or any Loan Document, as it relates to such Benefitting Guarantors, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each such Guarantor under this Section 28(a) shall remain in full force and effect until (i) all Indebtedness is paid in full to the Lenders, the Administrative Agent and all other Secured Parties, and all of the Lenders’ Commitments are terminated or (ii) the termination of this Guaranty with respect to such Guarantor in accordance with its terms. The parties intend that this Section 28(a) constitute, and this Section 28(a) shall be deemed to constitute, a “keepwell, support, or other agreement” for the

Amendment to Guaranty Agreement. Effective on the date hereof, the Guaranty Agreement is hereby amended as follows: (a) The definition of “Change of Control” shall be deleted in its entirety and replaced with the following:

Amendment to Guaranty Agreement. Section 2.01 In reliance on the representations, warranties, covenants and agreements contained in this Amendment, and subject to the satisfaction of the conditions precedent set forth in ARTICLE IV hereof, Section 3.01 of the Guaranty Agreement is hereby amended by adding the following paragraph as a new paragraph at the end thereof:

Amendment to Guaranty Agreement. The Guaranty Agreement is, as of the Effective Date and subject to the satisfaction of the applicable conditions precedent set forth in Section 7 of this Agreement, hereby amended by (a) replacing the “.” at the end of clause (f) of Section 4 thereof with “; or” and (b) adding the following new clause (g) at the end of Section 4 thereof: “

Amendment to Guaranty Agreement. Subject to the satisfaction or waiver of the conditions precedent set forth in Section 8 hereof, that certain Amended and Restated Guaranty, dated as of November 10, 2010, by the Guarantors in favor of the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), is hereby amended by adding two new paragraphs at the end thereof as follows:

Amendment to Guaranty Agreement. In reliance upon the representations and warranties of the Loan Parties set forth in Section 9 below, and subject to the satisfaction of the conditions to effectiveness set forth in Section 8 below, the Guaranty Agreement is hereby amended as follows: (a) The following proviso is added to the end of the definition of "Guarantied Obligations" set forth in Section 1(a) of the Guaranty Agreement: ; provided that, anything to the contrary contained in the foregoing notwithstanding, the Guarantied Obligations shall exclude any Excluded Swap Obligation. (b) A new Section 27 is hereby added to the Guaranty Agreement in its entirety as follows:

Amendment to Guaranty Agreement. Effective on the date hereof, the Guaranty Agreement is hereby amended as follows: (a) A proviso shall be added to the definition of “Guaranteed Obligations” immediately after the words “with respect to the FWA Guaranteed Obligations” that shall read as follows: “; provided, further, that notwithstanding any of the foregoing, if upon the occurrence of a Release Event, the Corresponding Term Loans for the Turbines that have been erected at the Stetson II Project (as defined in the FWA Promissory Note) have not been repaid in full, “Guaranteed Obligations” shall expressly include the FWA Guaranteed Obligations solely with respect to such Turbines until repayment in full of the Corresponding Term Loans for such Turbines.” (b) The following agreements shall be deleted from Schedule 2: (i) An Amended and Restated Guaranty and Pledge Agreement, duly executed by New York Wind III, LLC, in favor of the Collateral Agent, as amended by the Global Amendment and the Second Global Amendment; (ii) A Pledge Agreement, duly executed by New York Wind II, LLC, in favor of the Collateral Agent, as amended by the Second Global Amendment; and (iii) A Security Agreement, duly executed by New York Wind III, LLC, in favor of the Collateral Agent, as amended by the Second Global Amendment.