A deferral agreement is a contractual clause allowing parties to postpone certain obligations, such as payments or performance deadlines, to a later date. This type of agreement provides flexibility and temporary relief to parties facing unforeseen circumstances that hinder their ability to fulfill initial terms.
Reference is made to the Loan Agreement and the other terms defined herein. Borrower and Bank hereby agree to the Terms and Conditions attached hereto and any applicable Annex and/or Consent and Ratification attached hereto, each of which is incorporated herein by reference (collectively, the “Deferral Agreement”).
Extension of Maturity Date. The maturity date(s) for all term loans (but not any other facilities) under the Loan Agreement that occur after the Deferral Agreement Effective Date shall be extended by six (6) months, and the corresponding definitions of such maturity dates in the Loan Agreement shall be deemed to be amended accordingly.
Representations and Warranties. Borrower hereby represents and warrants that (a) Borrower has the power and authority to execute and deliver to Bank the Deferral Agreement, (b) the execution and delivery to Bank by Borrower of the Deferral Agreement and the performance of Borrower’s obligations under the Loan Agreement, as amended by the Deferral Agreement, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except as already has been obtained or made and (c) the Deferral Agreement has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws and equitable principals relating to or affecting creditors rights.
The payment dates for all monthly payments of principal in respect of any term loans (but not any other facilities) which are due following the Deferral Agreement Effective Date shall each be extended by six (6) months.
Full Force and Effect; Limitations of Deferral Agreement. Other than as expressly provided in the Deferral Agreement, the terms of the Loan Agreement remain in full force and effect. Bank's agreement to defer principal payments pursuant to the Deferral Agreement in no way shall constitute a waiver of or forbearance from any existing defaults under any of the Loan Documents, nor shall it obligate Bank to defer any future payments or waive or forbear from any future defaults under any of the Loan Documents. Nothing in the Deferral Agreement shall constitute a satisfaction of the Obligations. It is the intention of Bank and Borrower to retain as liable parties all makers of Loan Documents, unless the party is expressly released by Bank in writing. No maker will be released by virtue of the Deferral Agreement.
The Deferral Agreement may be executed and delivered in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.
The Deferral Agreement shall be effective as of the Deferral Agreement Effective Date.
The Deferral Agreement is a Loan Document and will be construed, interpreted, and applied in accordance with the laws of the jurisdiction whose laws govern the Loan Agreement (excluding its body of law controlling conflicts of law). Each party to the Deferral Agreement submits to the jurisdiction of the same state and federal courts to which it submitted under the Loan Agreement.
In the event of any action or proceeding to enforce the Deferral Agreement, Bank shall be entitled to recover from Borrower its attorneys' fees and expenses, disbursements and court costs.
“Deferral Agreement” shall mean the completed election form, including any amendments, attachments, and appendices thereto, in such form approved by the Administrative Committee, between a Nonemployee Director and the Company, under which the Nonemployee Director agrees to defer all or a portion of his Director Fees and/or Director Stock Compensation for a specified Service Year.
A Participant's election as to the amount of deferrals he authorizes on his Deferral Agreement filed under Section 3.0l(a) or (b) shall remain in effect for subsequent Plan Years unless the Participant files with the Administrative Committee a new Deferral Agreement modifying or revoking that election in accordance with the preceding provisions of this Section 3.01. The new Deferral Agreement must be filed not later than the Deferral Election Deadline applicable to the Service Year with respect to which the new election is to apply and shall apply to Director Fees and/or Director Stock Compensation earned in the Service Year commencing after such Deferral Election Deadline.
A deferral agreement is a legally binding document between parties that agree to postpone a specific action or obligation to a later date. This deferment could pertain to payments, deliveries, or other contractual duties. Such agreements are often used to provide flexibility and allow parties additional time to meet their obligations without defaulting on their initial commitments.
Consider using a deferral agreement in scenarios where:
When writing a deferral agreement, ensure that it includes the following key elements:
Example: “Party A and Party B have mutually agreed to defer the payment initially due on July 1, 2023, to October 1, 2023, due to unforeseen economic conditions affecting Party B’s cash flow.
Deferral agreements are commonly found in contracts such as:
Such agreements offer a pragmatic solution to address temporary challenges while maintaining the contractual relationship’s integrity.
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