Amendment and Restatement Agreement
(Credit Agreement)

Summary

This template is for a standalone wrap-around amendment and restatement agreement that sets forth the parties' intentions for amending and restating an existing credit agreement and calls for attaching that amended and restated credit agreement as an exhibit. This template includes practical guidance, drafting notes, and alternate clauses. An amendment and restatement of a credit agreement is effectuated by replacing the existing agreement entirely with a revised version that includes the updated terms. Amendment and restatement agreements are used where significant or complex changes are required to the existing terms of the credit agreement. In contrast to an amendment to a credit agreement that sets forth piecemeal changes to an existing document, an amendment and restatement agreement contains all the terms of an updated agreement within the four corners of that document. Notably, some lenders prefer amending and restating credit agreements as it can be easier to keep track of what has been agreed if all the terms and conditions relating to the facility are contained in one document. A common approach to amending and restating a credit agreement is to describe the existing relationship and credit arrangements in a standalone wrap-around document (typically entitled an "Amendment and Restatement Agreement") that narrates that the parties intend to not only amend the existing document but also restate it in its entirety. The signatures required to effectuate the changes are obtained and appended to this wrap-around document, and an amended and restated credit agreement containing updated terms is attached as an exhibit. For a full listing of key content covering amendments, consents, and other modifications for loan documents, see Amendments, Consents, and Waivers Resource Kit. This template provides a framework to draft a standalone amendment and restatement agreement to which a fully revised credit agreement can be attached. For additional guidance in drafting an amendment and restatement agreement, see Amendments and Lender Voting Right Issues in Credit Agreements.