This excerpt taken from the SWY 8-K filed Jun 7, 2005.
13.6 Amendments and Waivers; Replacement of Banks.
A. Amendments and Waivers. Subject to Section 2.7, no amendment, modification, termination or waiver of any provision of this Agreement or of the Notes, or consent to any departure by any Borrower therefrom, shall in any event be effective without the written concurrence of Requisite Lenders; provided that any such amendment, modification, termination, waiver or consent which (i) increases the amount of any of the Commitments or reduces the principal amount of any of the Loans; (ii) increases the maximum amount set forth in subsection 3.1A(ii); (iii) changes any Lenders Canadian Pro Rata Share, Domestic Pro Rata Share or Aggregate Pro Rata Share; (iv) changes in any manner the definition of Requisite Lenders; (v) changes in any manner any provision of this Agreement which, by its terms, expressly requires the approval or concurrence of all Lenders; (vi) postpones the scheduled final maturity date of any of the Loans; (vii) postpones the date on which any interest or any fees are payable (except in accordance with the provisions of the last paragraph of Section 10); (viii) decreases the interest rate borne by any of the Loans (other than any waiver of any increase in the interest rate applicable to any of the Loans pursuant to subsection 2.2E) or the amount of any fees payable hereunder; (ix) increases the maximum duration of Interest Periods permitted hereunder; (x) reduces the amount or postpones the due date of any amount payable in respect of, or extends the required expiration date beyond the Termination Date of, any Letter of Credit; (xi) changes in any manner the obligations of Lenders relating to the purchase of participations in Letters of Credit or Swing Line Loans; or (xii) changes in any manner the provisions contained in subsection 10.1, 13.5, 13.23 or this subsection 13.6, shall be effective only if evidenced by a writing signed by or on behalf of all Lenders with Obligations directly affected thereby; provided
further that this subsection 13.6 shall not supersede any provisions in subsection 2.7 to the contrary. In addition, (i) any amendment, modification, termination or waiver of any of the provisions contained in Section 6 shall be effective only if evidenced by a writing signed by or on behalf of Joint Lead Arrangers, Administrative Agent and Requisite Lenders, (ii) no amendment, modification, termination or waiver of any provision of any Note shall be effective without the written concurrence of the Lender which is the holder of that Note, (iii) no amendment, modification, termination or waiver of any provision relating to the Swing Line Loans (including, without limitation, the provisions of subsection 2.1A(iii)) shall be effective without the written concurrence of each Swing Line Lender directly affected thereby, (iv) no amendment, modification, termination or waiver of any provision of Section 11 or of any other provision of this Agreement which, by its terms, expressly requires the approval or concurrence of a Primary Agent shall be effective without the written concurrence of such Primary Agent and (v) no amendment, modification, termination or waiver of any provision relating to subsection 13.1B(i) shall be effective without the written concurrence of each Designating Lender all or any part of whose Loans are being funded by an SPV at the time of such amendment, modification, termination or waiver. Each Primary Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of that Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Borrower in any case shall entitle such Borrower to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this subsection 13.6 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by any Borrower, on such Borrower. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.
B. Replacement of Banks. If, in connection with any proposed amendment, modification, termination or waiver to any of the provisions of this Agreement or the Notes as contemplated by clauses (i) through (xii) of the proviso of the first sentence of subsection 13.6A, the consent of Requisite Lenders is obtained but the consent of one or more of such other Lenders whose consent is required is not obtained, then Company shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (i) or (ii) below, to either (i) replace each such non-consenting Lender or Lenders pursuant to subsection 5.3 so long as at the time of such replacement, each such replacement Lender consents to the proposed amendment, modification, termination or waiver, or (ii) terminate such non-consenting Lenders Commitments and repay in full its outstanding Loans, Acceptances and all other amounts due hereunder in accordance with subsections 2.4A(v), 2.4A(vi) and 2.4A(vii); provided that unless the Commitments that are terminated and the Loans that are repaid pursuant to the preceding clause (ii) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to the preceding clause (ii), the Requisite Lenders (determined before giving effect to the proposed action) shall specifically consent thereto; provided further that Company shall not have the right to terminate any such non-consenting Lenders Commitment and repay in full its outstanding Loans pursuant to clause (ii) of this subsection 13.6B if, immediately after the termination of
such Lenders Commitments in accordance with subsection 2.4A(vi), (a) the Domestic Loan Exposure of all Lenders would exceed the Domestic Commitments of all Lenders or (b) the Canadian Loan Exposure of all Lenders would exceed the Canadian Commitments of all Lenders; provided further that Company shall not have the right to replace a Lender solely as a result of the exercise of such Lenders rights (and the withholding of any required consent by such Lender) pursuant to the second sentence of subsection 13.6A.