Effectiveness of Amendments. (a) The Amendments shall become effective on such date (the "EFFECTIVE DATE OF THE OMNIBUS AMENDMENT") as the Companies and the Current Noteholders shall have indicated their written consent to the Amendments by executing and delivering to each other counterparts of this Omnibus Amendment. (b) The willingness of the Current Noteholders to execute and deliver this Omnibus Amendment is conditioned upon the following: (i) the RCF Facility (as in effect on the Effective Date of the Omnibus Amendment, the "AMENDED ▇▇▇▇▇▇ CREDIT AGREEMENT"), dated as of June 12, 2000, among Rite Aid, the banks from time to time parties thereto, and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as Administrative Agent, shall have been executed and delivered by the parties thereto in the form attached hereto as Exhibit C, (ii) the Second Priority Subsidiary Guarantee, dated as of June 12, 2000, among each of the Subsidiaries of Rite Aid parties thereto and Wilmington Trust Company, as collateral trustee, shall have been executed and delivered by the parties thereto in the form attached hereto as Exhibit D, (iii) the other Transaction Documents (as that term is defined in the Amended ▇▇▇▇▇▇ Credit Agreement) shall have been executed and delivered by the parties thereto, (iv) the Companies shall have made payment of the fee payable to the Noteholders pursuant to Section 6 of this Omnibus Amendment and the expenses to be paid on behalf of the Noteholders pursuant to Section 7 of this Omnibus Amendment (to the extent a statement therefor has been presented to the Companies on or prior to the Effective Date of the Omnibus Amendment), (v) the Current Noteholders (or their special counsel) shall have received a favorable opinion of the Chief Counsel or Assistant Chief Counsel for Rite Aid and the Operating Subsidiaries and Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Companies, in form and substance satisfactory to the Current Noteholders, and (vi) all proceedings taken in connection with this Omnibus Amendment and all documents and papers relating hereto shall be reasonably satisfactory to the Current Noteholders and their special counsel. The Current Noteholders and their special counsel shall have received copies of such documents and papers (whether or not specifically referred to above in this Section 5) as they may reasonably request in connection therewith, in form and substance satisfactory to them.
Appears in 1 contract
Effectiveness of Amendments. (a) The Amendments shall become effective on such date (amendments to the "EFFECTIVE DATE OF THE OMNIBUS AMENDMENT") as the Companies Agreement and the Current Noteholders Original Notes contemplated by Section 2 hereof shall (in accordance with Section 10.5(a) of the Agreement) become effective, if at all, at such time as all of the holders of the Original Notes shall have indicated their written consent to the Amendments such amendments by executing and delivering to each other the applicable counterparts of this Omnibus Second Amendment.
(b) The willingness . It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Current Noteholders Company to execute and deliver this Omnibus Amendment is conditioned upon satisfy all of the followingfollowing conditions:
(ia) the RCF Facility (as in effect on the Effective Date of the Omnibus Amendment, the "AMENDED ▇▇▇▇▇▇ CREDIT AGREEMENT"), dated as of June 12, 2000, among Rite Aid, the banks from time to time parties thereto, and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as Administrative Agent, This Second Amendment shall have been executed and delivered by the parties Company and each of the holders of the Original Notes.
(b) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's 8.87% Senior Notes due November 1, 2001 issued under Note Purchase Agreements dated as of October 1, 1994, containing amendments to such Note Purchase Agreements and such Notes identical in substance to the amendments set forth in Section 2 hereof.
(c) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's 7.77% Senior Notes due October 1, 2001 issued under Note Purchase Agreements dated as of March 25, 1997, containing amendments to such Note Purchase Agreements and such Notes identical in substance to the amendments set forth in Section 2 hereof.
(d) The holders of Notes shall have received from the Company a certificate of a Senior Officer, dated the effective date of this Second Amendment, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Second Amendment and the transactions contemplated hereby.
(e) The Company's legal counsel shall have delivered an opinion, dated the effective date of this Second Amendment, substantially in the form attached hereto as Exhibit C,Attachment 4 hereto.
(iif) the Second Priority Subsidiary Guarantee, dated as of June 12, 2000, among each of the Subsidiaries of Rite Aid parties thereto and Wilmington Trust Company, as collateral trustee, The Company shall have been executed paid the statement for reasonable fees and delivered by the parties thereto in the form attached hereto as Exhibit D,
(iii) the other Transaction Documents (as that term is defined in the Amended disbursements of ▇▇▇▇ & ▇▇▇▇▇▇ Credit Agreement) shall have been executed and delivered by the parties thereto,
(iv) the Companies shall have made payment of the fee payable to the Noteholders pursuant to Section 6 of this Omnibus Amendment and the expenses to be paid on behalf of the Noteholders pursuant to Section 7 of this Omnibus Amendment (to the extent a statement therefor has been presented to the Companies on or prior to the Effective Date of the Omnibus Amendment),
(v) the Current Noteholders (or their ▇, your special counsel) shall have received a favorable opinion of the Chief Counsel or Assistant Chief Counsel for Rite Aid , and the Operating Subsidiaries and Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP▇▇▇, special counsel for the Companiessolely to The Guardian Life Insurance Company of America, in form and substance satisfactory presented to the Current Noteholders, and
(vi) all proceedings taken in connection with this Omnibus Amendment and all documents and papers relating hereto shall be reasonably satisfactory Company on or prior to the Current Noteholders and their special counsel. The Current Noteholders and their special counsel shall have received copies effective date of such documents and papers (whether or not specifically referred to above in this Section 5) as they may reasonably request in connection therewith, in form and substance satisfactory to themSecond Amendment.
Appears in 1 contract
Sources: Note Purchase Agreement (Credit Acceptance Corporation)
Effectiveness of Amendments. (a) The Amendments shall become effective on such date (THE AMENDMENTS CONTAINED IN THIS AMENDMENT SHALL BECOME EFFECTIVE UPON DELIVERY BY THE BORROWERS OF, AND COMPLIANCE BY THE BORROWERS WITH, THE FOLLOWING: This Amendment, duly executed by the "EFFECTIVE DATE OF THE OMNIBUS AMENDMENT") as the Companies and the Current Noteholders shall have indicated their written consent to the Amendments Borrowers. A certificate executed by executing and delivering to an officer or designated representative of a partner of each other counterparts of this Omnibus Amendment.
(b) The willingness of the Current Noteholders to execute and deliver this Omnibus Amendment is conditioned upon the following:
Borrower (i) certifying that there has been no amendment to the RCF Facility (Articles of Incorporation and Bylaws or Operating Agreement, as in effect on the Effective Date applicable, of such Borrower since true and accurate copies of the Omnibus Amendmentsame were delivered to the Banks with a certificate of a properly designated representative of such Borrower dated July 15, the "AMENDED ▇▇▇▇▇▇ CREDIT AGREEMENT")2005, dated as of February 22, 2006 or June 1215, 2000, among Rite Aid, the banks from time to time parties thereto, and ▇▇▇▇▇▇ Guaranty Trust Company of New York2007, as Administrative Agentapplicable, shall have been executed and delivered by the parties thereto in the form attached hereto as Exhibit C,
(ii) certifying that the Second Priority Subsidiary Guaranteeresolutions previously delivered to the Banks with a certificate of a properly designated representative of such Borrower dated July 15, dated as of 2005, February 22, 2006 or June 1215, 2000, among each of the Subsidiaries of Rite Aid parties thereto and Wilmington Trust Company2007, as collateral trusteeapplicable, shall have been executed are still effective, and delivered by the parties thereto in the form attached hereto as Exhibit D,
(iii) certifying that the other Transaction Documents (as that term individual signing the certificate is defined in the Amended ▇▇▇▇▇▇ Credit Agreement) shall have been executed and delivered by the parties thereto,
(iv) the Companies shall have made payment of the fee payable authorized to the Noteholders pursuant to Section 6 of execute this Omnibus Amendment and the expenses to be paid on behalf of the Noteholders pursuant to Section 7 of this Omnibus Amendment (to the extent a statement therefor has been presented to the Companies on any other instrument or prior to the Effective Date of the Omnibus Amendment),
(v) the Current Noteholders (or their special counsel) shall have received a favorable opinion of the Chief Counsel or Assistant Chief Counsel for Rite Aid and the Operating Subsidiaries and Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Companies, in form and substance satisfactory to the Current Noteholders, and
(vi) all proceedings taken agreement executed by such Borrower in connection with this Omnibus Amendment and (collectively, the “Amendment Documents”), all in a form as set forth on Exhibit A hereto. Certified copies of all documents and papers relating hereto shall be reasonably satisfactory evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to the Current Noteholders and their special counselthis Amendment. The Current Noteholders and their special counsel Borrowers shall have received copies satisfied such other conditions as specified by the Agent, including payment of such documents all unpaid legal fees and papers (whether or not specifically referred to above in expenses incurred by the Agent through the date of this Section 5) as they may reasonably request Amendment in connection therewith, in form with the Credit Agreement and substance satisfactory to themthe Amendment Documents.
Appears in 1 contract
Sources: Credit Agreement (Cabelas Inc)
Effectiveness of Amendments. (a) The Amendments contemplated by paragraph 5.1 shall become effective on such date as of August 28, 2001 (the "EFFECTIVE DATE OF THE OMNIBUS AMENDMENTEffective Date") only upon the date (which date shall be the "Closing Date") as the Companies Company and the Current Noteholders Required Holders shall have indicated their written consent to the Amendments by executing and delivering to each other counterparts of this Omnibus AmendmentAmendment No.
(b) 1. The Amendments thereupon shall be binding upon all Noteholders in accordance with Section 17 of the Existing Note Purchase Agreement. The willingness of the Current Noteholders Required Holders to execute and deliver this Omnibus Amendment No. 1 is conditioned upon the followingupon:
(a) the Company and the Required Holders shall have executed and delivered a counterpart of this Amendment No. 1;
(b) the representations and warranties set forth in paragraph 4 shall be true and correct;
(c) the Company shall have authorized, by all necessary corporate action, the execution and delivery of this Amendment No. 1 and the performance of all obligations of, and the satisfaction of all closing conditions set forth in, this paragraph 5.2 by, and the consummation of all transactions contemplated by this Amendment No. 1 by, the Company;
(d) if any Guaranty by any Subsidiary of any Funded Debt shall be effected prior to or contemporaneously with the Closing Date, the Company shall have delivered a Subsidiary Guaranty to Noteholders, fully executed by such Subsidiary;
(e) the Company shall have paid (i) the RCF Facility (as in effect on the Effective Date fees and expenses of the Omnibus Amendment, the "AMENDED ▇▇▇▇▇▇ CREDIT AGREEMENT"), dated Noteholders' special counsel as of June 12, 2000, among Rite Aid, the banks from time to time parties thereto, provided in paragraph 6 and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as Administrative Agent, shall have been executed and delivered by the parties thereto in the form attached hereto as Exhibit C,
(ii) an amendment fee in an aggregate amount equal to ten (10) basis points of the Second Priority Subsidiary Guaranteeoutstanding principal amount of the Notes, dated as of June 12, 2000, among which amendment fee shall be paid pro-rata to each of the Subsidiaries of Rite Aid parties thereto Noteholders at and Wilmington Trust Company, as collateral trustee, shall have been executed and delivered by the parties thereto in the form amounts specified on Annex 2 attached hereto as Exhibit D,
(iii) the other Transaction Documents (as that term is defined in the Amended ▇▇▇▇▇▇ Credit Agreement) shall have been executed and delivered by the parties thereto,
(iv) the Companies shall have made payment of the fee payable to the Noteholders pursuant to Section 6 of this Omnibus Amendment and the expenses to be paid on behalf of the Noteholders pursuant to Section 7 of this Omnibus Amendment (to the extent a statement therefor has been presented to the Companies on or prior to the Effective Date of the Omnibus Amendment),
(v) the Current Noteholders (or their special counsel) shall have received a favorable opinion of the Chief Counsel or Assistant Chief Counsel for Rite Aid and the Operating Subsidiaries and Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Companies, in form and substance satisfactory to the Current Noteholders, hereto; and
(vif) all proceedings taken in connection with this Omnibus Amendment No. 1 and all documents and papers relating hereto thereto shall be reasonably satisfactory to each of the Current Noteholders Noteholders, and their special counsel. The Current each of the Noteholders and their special counsel shall have received copies of such documents and papers (whether as the Noteholders or not specifically referred to above in this Section 5) as they their special counsel may reasonably request in connection therewith, in form and substance satisfactory to themherewith.
Appears in 1 contract
Sources: Note Purchase Agreement (Volt Information Sciences Inc)
Effectiveness of Amendments. The amendments to the Agreement contemplated by Section 2 hereof shall (ain accordance with Section 10.5(a) The Amendments shall of the Agreement) become effective on (retroactive to December 1, 1999), if at all, at such date (the "EFFECTIVE DATE OF THE OMNIBUS AMENDMENT") time as the Companies Company and the Current Noteholders Required Holders of the Notes shall have indicated their written consent to the Amendments such amendments by executing and delivering to each other the applicable counterparts of this Omnibus Fifth Amendment.
(b) The willingness . It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Current Noteholders Company to execute and deliver this Omnibus Amendment is conditioned upon satisfy all of the followingfollowing conditions:
(ia) the RCF Facility (as in effect on the Effective Date of the Omnibus Amendment, the "AMENDED ▇▇▇▇▇▇ CREDIT AGREEMENT"), dated as of June 12, 2000, among Rite Aid, the banks from time to time parties thereto, and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as Administrative Agent, This Fifth Amendment shall have been executed and delivered by the parties thereto in Company and each of the form attached hereto as Exhibit C,Required Holders of the Notes.
(iib) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second Priority Subsidiary GuaranteeAmended and Restated 10.37% Senior Notes due November 1, 2001 issued under Note Purchase Agreements dated as of June 12October 1, 20001994, among each containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof.
(c) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Subsidiaries Company's Second Amended and Restated 9.49% EXHIBIT 4(e)(6) Senior Notes due July 1, 2001 issued under Note Purchase Agreements dated as of Rite Aid parties thereto and Wilmington Trust CompanyAugust 1, as collateral trustee1996, containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof.
(d) The Company shall have been executed paid the statement for reasonable fees and delivered by the parties thereto in the form attached hereto as Exhibit D,
(iii) the other Transaction Documents (as that term is defined in the Amended disbursements of Bing▇▇▇ ▇▇▇▇ Credit Agreement) shall have been executed and delivered by the parties thereto,
(iv) the Companies shall have made payment of the fee payable to the Noteholders pursuant to Section 6 of this Omnibus Amendment and the expenses to be paid on behalf of the Noteholders pursuant to Section 7 of this Omnibus Amendment (to the extent a statement therefor has been ▇▇▇, your special counsel, presented to the Companies Company on or prior to the Effective Date effective date of the Omnibus this Fifth Amendment),
(v) the Current Noteholders (or their special counsel) shall have received a favorable opinion of the Chief Counsel or Assistant Chief Counsel for Rite Aid and the Operating Subsidiaries and Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Companies, in form and substance satisfactory to the Current Noteholders, and
(vi) all proceedings taken in connection with this Omnibus Amendment and all documents and papers relating hereto shall be reasonably satisfactory to the Current Noteholders and their special counsel. The Current Noteholders and their special counsel shall have received copies of such documents and papers (whether or not specifically referred to above in this Section 5) as they may reasonably request in connection therewith, in form and substance satisfactory to them.
Appears in 1 contract
Sources: Note Purchase Agreement (Credit Acceptance Corporation)
Effectiveness of Amendments. The amendments to the Agreement contemplated by Section 2 hereof shall (ain accordance with Section 10.5(a) The Amendments shall of the Agreement) become effective on (retroactive to September 30, 1999), if at all, at such date (the "EFFECTIVE DATE OF THE OMNIBUS AMENDMENT") time as the Companies Company and the Current Noteholders Required Holders of the Notes shall have indicated their written consent to the Amendments such amendments by executing and delivering to each other the applicable counterparts of this Omnibus Fourth Amendment.
(b) The willingness . It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Current Noteholders Company to execute and deliver this Omnibus Amendment is conditioned upon satisfy all of the followingfollowing conditions:
(ia) the RCF Facility (as in effect on the Effective Date of the Omnibus Amendment, the "AMENDED ▇▇▇▇▇▇ CREDIT AGREEMENT"), dated as of June 12, 2000, among Rite Aid, the banks from time to time parties thereto, and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as Administrative Agent, This Fourth Amendment shall have been executed and delivered by the parties thereto in Company and each of the form attached hereto as Exhibit C,Required Holders of the Notes.
(iib) The execution, delivery and effectiveness of an agreement, signed by the Second Priority Subsidiary GuaranteeCompany and the requisite holders of the Company's First Amended and Restated 9.12% Senior Notes due November 1, 2001 issued under Note Purchase Agreements dated as of June 12October 1, 20001994, among each containing amendments to such Note Purchase Agreements identical in substance to the amendments set forth in Section 2 hereof.
(c) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Subsidiaries Company's First Amended and Restated 8.02% Senior Notes due October 1, 2001 issued under Note Purchase Agreements dated as of Rite Aid parties thereto and Wilmington Trust CompanyMarch 25, as collateral trustee1997, containing amendments to such Note Purchase Agreements identical in substance to the amendments set forth in Section 2 hereof. 57 58
(d) The Company shall have been executed paid the statement for reasonable fees and delivered by the parties thereto in the form attached hereto as Exhibit D,
(iii) the other Transaction Documents (as that term is defined in the Amended disbursements of Bing▇▇▇ ▇▇▇▇ Credit Agreement) shall have been executed and delivered by the parties thereto,
(iv) the Companies shall have made payment of the fee payable to the Noteholders pursuant to Section 6 of this Omnibus Amendment and the expenses to be paid on behalf of the Noteholders pursuant to Section 7 of this Omnibus Amendment (to the extent a statement therefor has been ▇▇▇, your special counsel, presented to the Companies Company on or prior to the Effective Date effective date of the Omnibus this Fourth Amendment),.
(ve) The Company's legal counsel shall have delivered an opinion, dated the Current Noteholders effective date of this Fourth Amendment, substantially in the form attached as Attachment 5 to this Fourth Amendment.
(or their special counself) The holders of Notes shall have received from the Company a favorable opinion certificate of a Senior Officer, dated the Chief Counsel or Assistant Chief Counsel for Rite Aid effective date of this Fourth Amendment, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Fourth Amendment and the Operating Subsidiaries and Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Companies, in form and substance satisfactory to the Current Noteholders, and
(vi) all proceedings taken in connection with this Omnibus Amendment and all documents and papers relating hereto shall be reasonably satisfactory to the Current Noteholders and their special counsel. The Current Noteholders and their special counsel shall have received copies of such documents and papers (whether or not specifically referred to above in this Section 5) as they may reasonably request in connection therewith, in form and substance satisfactory to themtransactions contemplated hereby.
Appears in 1 contract
Sources: Note Purchase Agreement (Credit Acceptance Corporation)
Effectiveness of Amendments. The amendments to the Agreement contemplated by Section 2 hereof shall (ain accordance with Section 10.5(a) The Amendments shall of the Agreement) become effective on effective, if at all, at such date (the "EFFECTIVE DATE OF THE OMNIBUS AMENDMENT") time as the Companies Company and the Current Noteholders Required Holders of the Notes shall have indicated their written consent to the Amendments such amendments by executing and delivering to each other the applicable counterparts of this Omnibus Sixth Amendment.
(b) The willingness . It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Current Noteholders Company to execute and deliver this Omnibus Amendment is conditioned upon satisfy all of the followingfollowing conditions:
(ia) the RCF Facility (as in effect on the Effective Date of the Omnibus Amendment, the "AMENDED ▇▇▇▇▇▇ CREDIT AGREEMENT"), dated as of June 12, 2000, among Rite Aid, the banks from time to time parties thereto, and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as Administrative Agent, This Sixth Amendment shall have been executed and delivered by the parties thereto in Company and each of the form attached hereto as Exhibit C,Required Holders of the Notes.
(iib) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second Priority Subsidiary GuaranteeAmended and Restated 9.27% Senior Notes due October 1, 2001 issued under Note Purchase Agreements dated as of June 12March 25, 20001997, among each containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof.
(c) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Subsidiaries Company's Second Amended and Restated 10.37% Senior Notes due November 1, 2001 issued under Note Purchase Agreements dated as of Rite Aid parties thereto October 1, 1994, containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof.
(d) The receipt by all holders of Notes of a fee, in consideration of the time and Wilmington Trust Companyexpense required to review this Amendment, in an amount equal to .04% of the outstanding principal amount of the Notes held by such holder as collateral trustee, of the date hereof.
(e) The Company shall have been executed paid the statement for reasonable fees and delivered by the parties thereto in the form attached hereto as Exhibit D,
(iii) the other Transaction Documents (as that term is defined in the Amended ▇▇▇▇▇▇ Credit Agreement) shall have been executed and delivered by the parties thereto,
(iv) the Companies shall have made payment disbursements of the fee payable to the Noteholders pursuant to Section 6 of this Omnibus Amendment and the expenses to be paid on behalf of the Noteholders pursuant to Section 7 of this Omnibus Amendment (to the extent a statement therefor has been presented to the Companies on or prior to the Effective Date of the Omnibus Amendment),
(v) the Current Noteholders (or their special counsel) shall have received a favorable opinion of the Chief Counsel or Assistant Chief Counsel for Rite Aid and the Operating Subsidiaries and Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, your special counsel for the Companiescounsel, in form and substance satisfactory presented to the Current Noteholders, and
(vi) all proceedings taken in connection with this Omnibus Amendment and all documents and papers relating hereto shall be reasonably satisfactory Company on or prior to the Current Noteholders and their special counsel. The Current Noteholders and their special counsel shall have received copies effective date of such documents and papers (whether or not specifically referred to above in this Section 5) as they may reasonably request in connection therewith, in form and substance satisfactory to themSixth Amendment.
Appears in 1 contract
Sources: Annual Report
Effectiveness of Amendments. The amendments to the Agreement contemplated by Section 2 hereof shall (ain accordance with Section 10.5(a) The Amendments shall of the Agreement) become effective on effective, if at all, at such date (the "EFFECTIVE DATE OF THE OMNIBUS AMENDMENT") time as the Companies Company and the Current Noteholders Required Holders of the Notes shall have indicated their written consent to the Amendments such amendments by executing and delivering to each other the applicable counterparts of this Omnibus Third Amendment.
(b) The willingness . It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Current Noteholders Company to execute and deliver this Omnibus Amendment is conditioned upon satisfy all of the followingfollowing conditions:
(ia) the RCF Facility (as in effect on the Effective Date of the Omnibus Amendment, the "AMENDED ▇▇▇▇▇▇ CREDIT AGREEMENT"), dated as of June 12, 2000, among Rite Aid, the banks from time to time parties thereto, and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as Administrative Agent, This Third Amendment shall have been executed and delivered by the parties thereto in Company and each of the form attached hereto as Exhibit C,Required Holders of the Notes.
(iib) The execution, delivery and effectiveness of an agreement, signed by the Second Priority Subsidiary GuaranteeCompany and the requisite holders of the Company's First Amended and Restated 9.12% Senior Notes due November 1, 2001 issued under Note Purchase Agreements dated as of June 12October 1, 20001994, among each containing amendments to such Note Purchase Agreements identical in substance to the amendments set forth in Section 2 hereof. Exhibit 4(b)(4)
(c) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Subsidiaries Company's First Amended and Restated 8.02% Senior Notes due October 1, 2001 issued under Note Purchase Agreements dated as of Rite Aid parties thereto and Wilmington Trust CompanyMarch 25, as collateral trustee1997, containing amendments to such Note Purchase Agreements identical in substance to the amendments set forth in Section 2 hereof.
(d) The Company shall have been executed paid the statement for reasonable fees and delivered by the parties thereto in the form attached hereto as Exhibit D,
(iii) the other Transaction Documents (as that term is defined in the Amended disbursements of Hebb & ▇itl▇▇, ▇▇▇▇ Credit Agreement) shall have been executed and delivered by the parties thereto,
(iv) the Companies shall have made payment of the fee payable to the Noteholders pursuant to Section 6 of this Omnibus Amendment and the expenses to be paid on behalf of the Noteholders pursuant to Section 7 of this Omnibus Amendment (to the extent a statement therefor has been ur special counsel, presented to the Companies Company on or prior to the Effective Date effective date of the Omnibus this Third Amendment),
(v) the Current Noteholders (or their special counsel) shall have received a favorable opinion of the Chief Counsel or Assistant Chief Counsel for Rite Aid and the Operating Subsidiaries and Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Companies, in form and substance satisfactory to the Current Noteholders, and
(vi) all proceedings taken in connection with this Omnibus Amendment and all documents and papers relating hereto shall be reasonably satisfactory to the Current Noteholders and their special counsel. The Current Noteholders and their special counsel shall have received copies of such documents and papers (whether or not specifically referred to above in this Section 5) as they may reasonably request in connection therewith, in form and substance satisfactory to them.
Appears in 1 contract
Sources: Note Purchase Agreement (Credit Acceptance Corporation)
Effectiveness of Amendments. This Amendment shall become effective upon the execution and delivery of a counterpart hereto by each of the Company and the Purchaser; provided, that the amendments, waivers and consents set forth in Sections 1.1, 1.2, 1.3, 1.4, 1.5, 1.6 and 1.7 hereof shall not become effective unless and until all of the following conditions precedent have been satisfied:
(a) The Amendments representations and warranties made by the Company in this Amendment shall be true and correct as of the date hereof and as of the date on which the amendments, consents and waivers set forth in Section 1.1, 1.2, 1.3, 1.4, 1.5, 1.6 and 1.7 hereof become effective on (the “Consent Effective Date”), except to the extent such representations and warranties expressly relate to an earlier date (the "EFFECTIVE DATE OF THE OMNIBUS AMENDMENT") in which case such representations and warranties shall be true and correct on and as the Companies and the Current Noteholders shall have indicated their written consent to the Amendments by executing and delivering to each other counterparts of this Omnibus Amendmentsuch earlier date).
(b) The willingness of Company and Clutterbuck shall have consummated (or shall concurrently consummate) the Current Noteholders Bridge Financing, on the terms set forth in the Bridge Financing Documents, without having given effect to execute and deliver this Omnibus Amendment is conditioned upon any amendment, modification, supplement or waiver thereto not consented to in writing by the following:Purchaser;
(ic) the RCF Facility (as in effect on the Effective Date of the Omnibus Amendment, the "AMENDED ▇▇▇▇▇▇ CREDIT AGREEMENT"), dated as of June 12, 2000, among Rite Aid, the banks from time to time parties thereto, and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as Administrative Agent, The Purchaser shall have been received the Amended and Restated Notes, duly executed and delivered by the parties thereto Company in the form attached hereto of (i) a promissory note for the principal amount of $2,800,406, in the form of Exhibit B-1, and (ii) a promissory note for the balance of the outstanding principal amount and accrued interest under the Notes, in the form of Exhibit B-2;
(d) The Purchaser shall have received a duly executed counterpart of the Guaranty Agreement from the Company and each Subsidiary of the Company specified to be a party thereto;
(e) The Purchaser shall have received a duly executed counterpart of the Amended and Restated Pledge Agreement from the Company and each Subsidiary of the Company specified to be a party thereto, and all Collateral (as Exhibit C,defined therein) required to be delivered to the Collateral Agent thereunder;
(f) The Purchaser shall have received a duly executed counterpart of the Intercreditor Agreement from the Company and Clutterbuck;
(g) The Purchaser shall have received reimbursement, by wire transfer of immediately available funds to the account of Purchaser to be designated to the Company, of all fees and expenses incurred by the Purchaser through such date and required to be reimbursed pursuant to Section 5.22 of the Securities Purchase Agreement, including (i) approximately $31,925.29 of expenses previously claimed by the Purchaser for board-related and other travel by Purchaser’s representatives and post-investment closing legal expenses incurred by the Purchaser and (ii) the Second Priority Subsidiary Guarantee, fees and expenses referred to in Section 1.14 above;
(h) The Purchaser shall have received the favorable opinion (addressed to the Purchaser and dated as of June 12, 2000, among each the closing date) of the Subsidiaries of Rite Aid parties thereto and Wilmington Trust Company, as collateral trustee, shall have been executed and delivered by the parties thereto in the form attached hereto as Exhibit D,
(iii) the other Transaction Documents (as that term is defined in the Amended ▇▇▇▇▇▇ Credit Agreement) shall have been executed and delivered by the parties thereto,
(iv) the Companies shall have made payment of the fee payable to the Noteholders pursuant to Section 6 of this Omnibus Amendment and the expenses to be paid on behalf of the Noteholders pursuant to Section 7 of this Omnibus Amendment (to the extent a statement therefor has been presented to the Companies on or prior to the Effective Date of the Omnibus Amendment),
(v) the Current Noteholders (or their special counsel) shall have received a favorable opinion of the Chief Counsel or Assistant Chief Counsel for Rite Aid and the Operating Subsidiaries and Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & , ▇▇▇▇▇ & Bockius LLP, special counsel for the CompaniesCompany, in the form and substance satisfactory reasonably acceptable to the Current NoteholdersPurchaser, andand covering such matters relating to the Company, this Amendment, the Notes, the Guaranty Agreement, the Amended and Restated Pledge Agreement and the transactions contemplated thereby as Purchaser shall reasonably request.
(vii) all proceedings taken in connection with this Omnibus Amendment and all documents and papers relating hereto shall be reasonably satisfactory to the Current Noteholders and their special counsel. The Current Noteholders and their special counsel Purchaser shall have received copies from the Company (i) a certificate of the Chief Executive Officer or Chief Financial Officer of the Company, dated the Consent Effective Date, confirming the satisfaction of the conditions set forth in paragraphs (a) and (b) above; and (ii) a certificate of the Secretary the Company, dated the Consent Effective Date, certifying as to the incumbency and signatures of the officers executing this Amendment, the Amended and Restated Notes, the Guaranty Agreement, the Amended and Restated Pledge Agreement and the Intercreditor Agreement, and the resolutions of the Board approving this Amendment and the transactions contemplated hereby; and (iii) a certificate of the Secretary of each Subsidiary of the Company specified to be a party to the Guaranty Agreement and the Amended and Restated Pledge Agreement, certifying as to the incumbency and signatures of the officers of such Subsidiary executing the Guaranty Agreement and the Amended and Restated Pledge Agreement, and the resolutions of the board of directors of such Subsidiary approving such agreements and the transactions contemplated thereby;
(j) The Purchaser shall have received such other documents relating to corporate existence and papers (whether authority, absence of Liens, perfection of security interests and such other matters as Purchaser or not specifically referred to above in this Section 5) as they its counsel may reasonably request in connection therewith, in form and substance satisfactory to themrequest.
Appears in 1 contract
Sources: Securities Purchase Agreement (Perseus Partners Vii L P)
Effectiveness of Amendments. The amendments to the Agreement contemplated by Section 2 hereof shall (ain accordance with Section 10.5(a) The Amendments shall of the Agreement) become effective on effective, if at all, at such date (the "EFFECTIVE DATE OF THE OMNIBUS AMENDMENT") time as the Companies Company and the Current Noteholders Required Holders of the Notes shall have indicated their written consent to the Amendments such amendments by executing and delivering to each other the applicable counterparts of this Omnibus Seventh Amendment.
(b) The willingness . It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Current Noteholders Company to execute and deliver this Omnibus Amendment is conditioned upon satisfy all of the followingfollowing conditions:
(ia) the RCF Facility (as in effect on the Effective Date of the Omnibus Amendment, the "AMENDED ▇▇▇▇▇▇ CREDIT AGREEMENT"), dated as of June 12, 2000, among Rite Aid, the banks from time to time parties thereto, and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as Administrative Agent, This Seventh Amendment shall have been executed and delivered by the parties thereto in Company and each of the form attached hereto as Exhibit C,Required Holders of the Notes.
(iib) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second Priority Subsidiary GuaranteeAmended and Restated 9.49% Senior Notes due July 1, 2001 issued under Note Purchase Agreements dated as of June 12August 1, 20001996, among each containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof.
(c) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Subsidiaries Company's Second Amended and Restated 10.37% Senior Notes due November 1, 2001 issued under Note Purchase Agreements dated as of Rite Aid parties thereto and Wilmington Trust CompanyOctober 1, as collateral trustee1994, containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof.
(d) The Company shall have been executed paid the statement for reasonable fees and delivered by the parties thereto in the form attached hereto as Exhibit D,
(iii) the other Transaction Documents (as that term is defined in the Amended ▇▇disbursements of Bin▇▇▇▇ Credit Agreement) shall have been executed and delivered by the parties thereto,
(iv) the Companies shall have made payment of the fee payable to the Noteholders pursuant to Section 6 of this Omnibus Amendment and the expenses to be paid on behalf of the Noteholders pursuant to Section 7 of this Omnibus Amendment (to the extent a statement therefor has been ▇▇▇▇ ▇▇P, your special counsel, presented to the Companies Company on or prior to the Effective Date effective date of the Omnibus this Seventh Amendment),
(v) the Current Noteholders (or their special counsel) shall have received a favorable opinion of the Chief Counsel or Assistant Chief Counsel for Rite Aid and the Operating Subsidiaries and Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Companies, in form and substance satisfactory to the Current Noteholders, and
(vi) all proceedings taken in connection with this Omnibus Amendment and all documents and papers relating hereto shall be reasonably satisfactory to the Current Noteholders and their special counsel. The Current Noteholders and their special counsel shall have received copies of such documents and papers (whether or not specifically referred to above in this Section 5) as they may reasonably request in connection therewith, in form and substance satisfactory to them.
Appears in 1 contract
Sources: Note Purchase Agreement (Credit Acceptance Corporation)
Effectiveness of Amendments. The amendments to the Agreement contemplated by Section 2 hereof shall (ain accordance with Section 10.5(a) The Amendments shall of the Agreement) become effective on effective, if at all, at such date (the "EFFECTIVE DATE OF THE OMNIBUS AMENDMENT") time as the Companies Company and the Current Noteholders Required Holders of the Notes shall have indicated their written consent to the Amendments such amendments by executing and delivering to each other the applicable counterparts of this Omnibus Third Amendment.
(b) The willingness . It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Current Noteholders Company to execute and deliver this Omnibus Amendment is conditioned upon satisfy all of the followingfollowing conditions:
(ia) the RCF Facility (as in effect on the Effective Date of the Omnibus Amendment, the "AMENDED ▇▇▇▇▇▇ CREDIT AGREEMENT"), dated as of June 12, 2000, among Rite Aid, the banks from time to time parties thereto, and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as Administrative Agent, This Third Amendment shall have been executed and delivered by the parties thereto in Company and each of the form attached hereto as Exhibit C,Required Holders of the Notes.
(iib) The execution, delivery and effectiveness of an agreement, signed by the Second Priority Subsidiary GuaranteeCompany and the requisite holders of the Company's First Amended and Restated 9.12% Senior Notes due November 1, 2001 issued under Note Purchase Agreements dated as of June 12October 1, 20001994, among each containing amendments to such Note Purchase Agreements identical in substance to the amendments set forth in Section 2 hereof. Exhibit 4(e)(4)
(c) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Subsidiaries Company's First Amended and Restated 8.24% Senior Notes due July 1, 2001 issued under Note Purchase Agreements dated as of Rite Aid parties thereto and Wilmington Trust CompanyAugust 1, as collateral trustee1996, containing amendments to such Note Purchase Agreements identical in substance to the amendments set forth in Section 2 hereof.
(d) The Company shall have been executed paid the statement for reasonable fees and delivered by the parties thereto in the form attached hereto as Exhibit D,
(iii) the other Transaction Documents (as that term is defined in the Amended disbursements of Hebb & ▇itl▇▇, ▇▇▇▇ Credit Agreement) shall have been executed and delivered by the parties thereto,
(iv) the Companies shall have made payment of the fee payable to the Noteholders pursuant to Section 6 of this Omnibus Amendment and the expenses to be paid on behalf of the Noteholders pursuant to Section 7 of this Omnibus Amendment (to the extent a statement therefor has been ur special counsel, presented to the Companies Company on or prior to the Effective Date effective date of the Omnibus this Third Amendment),
(v) the Current Noteholders (or their special counsel) shall have received a favorable opinion of the Chief Counsel or Assistant Chief Counsel for Rite Aid and the Operating Subsidiaries and Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Companies, in form and substance satisfactory to the Current Noteholders, and
(vi) all proceedings taken in connection with this Omnibus Amendment and all documents and papers relating hereto shall be reasonably satisfactory to the Current Noteholders and their special counsel. The Current Noteholders and their special counsel shall have received copies of such documents and papers (whether or not specifically referred to above in this Section 5) as they may reasonably request in connection therewith, in form and substance satisfactory to them.
Appears in 1 contract
Sources: Note Purchase Agreement (Credit Acceptance Corporation)
Effectiveness of Amendments. The amendments to the Agreement contemplated by Section 2 hereof shall (ain accordance with Section 10.5(a) The Amendments shall of the Agreement) become effective on effective, if at all, at such date (the "EFFECTIVE DATE OF THE OMNIBUS AMENDMENT") time as the Companies Company and the Current Noteholders Required Holders of the Notes shall have indicated their written consent to the Amendments such amendments by executing and delivering to each other the applicable counterparts of this Omnibus Seventh Amendment.
(b) The willingness . It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Current Noteholders Company to execute and deliver this Omnibus Amendment is conditioned upon satisfy all of the followingfollowing conditions:
(ia) the RCF Facility (as in effect on the Effective Date of the Omnibus Amendment, the "AMENDED ▇▇▇▇▇▇ CREDIT AGREEMENT"), dated as of June 12, 2000, among Rite Aid, the banks from time to time parties thereto, and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as Administrative Agent, This Seventh Amendment shall have been executed and delivered by the parties thereto in Company and each of the form attached hereto as Exhibit C,Required Holders of the Notes.
(iib) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second Priority Subsidiary GuaranteeAmended and Restated 9.27% Senior Notes due October 1, 2001 issued under Note Purchase Agreements dated as of June 12March 25, 20001997, among each containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof.
(c) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Subsidiaries Company's Second Amended and Restated 10.37% Senior Notes due November 1, 2001 issued under Note Purchase Agreements dated as of Rite Aid parties thereto and Wilmington Trust CompanyOctober 1, as collateral trustee1994, containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof.
(d) The Company shall have been executed paid the statement for reasonable fees and delivered by the parties thereto in the form attached hereto as Exhibit D,
(iii) the other Transaction Documents (as that term is defined in the Amended ▇▇disbursements of Bin▇▇▇▇ Credit Agreement) shall have been executed and delivered by the parties thereto,
(iv) the Companies shall have made payment of the fee payable to the Noteholders pursuant to Section 6 of this Omnibus Amendment and the expenses to be paid on behalf of the Noteholders pursuant to Section 7 of this Omnibus Amendment (to the extent a statement therefor has been ▇▇▇▇ ▇▇P, your special counsel, presented to the Companies Company on or prior to the Effective Date effective date of the Omnibus this Seventh Amendment),
(v) the Current Noteholders (or their special counsel) shall have received a favorable opinion of the Chief Counsel or Assistant Chief Counsel for Rite Aid and the Operating Subsidiaries and Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Companies, in form and substance satisfactory to the Current Noteholders, and
(vi) all proceedings taken in connection with this Omnibus Amendment and all documents and papers relating hereto shall be reasonably satisfactory to the Current Noteholders and their special counsel. The Current Noteholders and their special counsel shall have received copies of such documents and papers (whether or not specifically referred to above in this Section 5) as they may reasonably request in connection therewith, in form and substance satisfactory to them.
Appears in 1 contract
Sources: Note Purchase Agreement (Credit Acceptance Corporation)
Effectiveness of Amendments. (a) The Amendments amendments contained in this Amendment shall become effective on such date (the "EFFECTIVE DATE OF THE OMNIBUS AMENDMENT"“Effective Date”) as upon delivery by the Companies Borrowers of, and compliance by the Current Noteholders shall have indicated their written consent to the Amendments by executing and delivering to each other counterparts of this Omnibus Amendment.
(b) The willingness of the Current Noteholders to execute and deliver this Omnibus Amendment is conditioned upon Borrowers with, the following:
2.1 This Amendment, duly executed by the Borrowers.
2.2 A certificate executed by an officer or designated representative of a partner of each Borrower (i) certifying that, except as set forth in the RCF Facility (certificate attached as in effect on Exhibit A, there has been no amendment to the Effective Date Articles of Incorporation and Bylaws or Operating Agreement, as applicable, of such Borrower since true and accurate copies of the Omnibus Amendmentsame were delivered to the Banks with a certificate of a properly designated representative of such Borrower dated July 15, 2005, February 22, 2006 or June 15, 2007, as applicable, (ii) certifying that the resolutions previously delivered to the Banks with a certificate of a properly designated representative of such Borrower dated July 15, 2005, February 22, 2006 or June 15, 2007, as applicable, are still effective, and (iii) certifying that the individual signing the certificate is authorized to execute this Amendment and any other instrument or agreement executed by such Borrower in connection with this Amendment (collectively, the "AMENDED ▇▇▇▇▇▇ CREDIT AGREEMENT"“Amendment Documents”), all in a form as set forth on Exhibit A hereto.
2.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment.
2.4 The Administrative Agent shall have received the fees set forth in the separate letter agreement dated as of June 12, 2000, among Rite Aid, the banks from time to time parties thereto, and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as date hereof between the Administrative Agent, shall have been executed and delivered by the parties thereto in the form attached hereto as Exhibit C,
(ii) the Second Priority Subsidiary Guarantee, dated as of June 12, 2000, among each of the Subsidiaries of Rite Aid parties thereto and Wilmington Trust Company, as collateral trustee, shall have been executed and delivered by the parties thereto in the form attached hereto as Exhibit D,
(iii) the other Transaction Documents (as that term is defined in the Amended ▇▇▇▇▇▇ Credit Agreement) shall have been executed and delivered by the parties thereto,
(iv) the Companies shall have made payment of the fee payable to the Noteholders pursuant to Section 6 of this Omnibus Amendment Agent and the expenses to be paid on behalf of the Noteholders pursuant to Section 7 of this Omnibus Amendment (to the extent a statement therefor has been presented to the Companies on or prior to the Effective Date of the Omnibus Amendment),Borrowers’ Agent.
(v) the Current Noteholders (or their special counsel) 2.5 The Administrative Agent shall have received a favorable opinion closing fee equal to 0.50% of the Chief Counsel or Assistant Chief Counsel for Rite Aid Revolving Commitment Amount, as of the Effective Date, of each Bank which executes this Amendment.
2.6 The Borrowers shall have satisfied such other conditions as specified by the Agent, including payment of all unpaid legal fees and expenses incurred by the Operating Subsidiaries and Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for Agent through the Companies, in form and substance satisfactory to the Current Noteholders, and
(vi) all proceedings taken date of this Amendment in connection with this Omnibus the Credit Agreement and the Amendment and all documents and papers relating hereto shall be reasonably satisfactory to the Current Noteholders and their special counsel. The Current Noteholders and their special counsel shall have received copies of such documents and papers (whether or not specifically referred to above in this Section 5) as they may reasonably request in connection therewith, in form and substance satisfactory to themDocuments.
Appears in 1 contract
Sources: Credit Agreement (Cabelas Inc)
Effectiveness of Amendments. The amendments to the Agreement contemplated by Section 2 hereof shall (ain accordance with Section 10.5(a) The Amendments shall of the Agreement) become effective on effective, if at all, at such date (the "EFFECTIVE DATE OF THE OMNIBUS AMENDMENT") time as the Companies Company and the Current Noteholders Required Holders of the Notes shall have indicated their written consent to the Amendments such amendments by executing and delivering to each other the applicable counterparts of this Omnibus Ninth Amendment.
(b) The willingness . It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Current Noteholders Company to execute and deliver this Omnibus Amendment is conditioned upon satisfy all of the followingfollowing conditions:
(ia) the RCF Facility (as in effect on the Effective Date of the Omnibus Amendment, the "AMENDED ▇▇▇▇▇▇ CREDIT AGREEMENT"), dated as of June 12, 2000, among Rite Aid, the banks from time to time parties thereto, and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as Administrative Agent, This Ninth Amendment shall have been executed and delivered by the parties thereto in Company and each of the form attached hereto as Exhibit C,Required Holders of the Notes.
(iib) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second Priority Subsidiary GuaranteeAmended and Restated 9.49% Senior Notes due July 1, 2001 issued under Note Purchase Agreements dated as of June 12August 1, 20001996, among each containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof.
(c) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Subsidiaries Company's Second Amended and Restated 9.27% Senior Notes due October 1, 2001 issued under Note Purchase Agreements dated as of Rite Aid parties thereto and Wilmington Trust CompanyMarch 25, as collateral trustee1997, containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof.
(d) The Company shall have been executed paid the statement for reasonable fees and delivered by the parties thereto in the form attached hereto as Exhibit D,
(iii) the other Transaction Documents (as that term is defined in the Amended ▇▇disbursements of Bin▇▇▇▇ Credit Agreement) shall have been executed and delivered by the parties thereto,
(iv) the Companies shall have made payment of the fee payable to the Noteholders pursuant to Section 6 of this Omnibus Amendment and the expenses to be paid on behalf of the Noteholders pursuant to Section 7 of this Omnibus Amendment (to the extent a statement therefor has been ▇▇▇▇ ▇▇P, your special counsel, presented to the Companies Company on or prior to the Effective Date effective date of the Omnibus this Ninth Amendment),
(v) the Current Noteholders (or their special counsel) shall have received a favorable opinion of the Chief Counsel or Assistant Chief Counsel for Rite Aid and the Operating Subsidiaries and Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Companies, in form and substance satisfactory to the Current Noteholders, and
(vi) all proceedings taken in connection with this Omnibus Amendment and all documents and papers relating hereto shall be reasonably satisfactory to the Current Noteholders and their special counsel. The Current Noteholders and their special counsel shall have received copies of such documents and papers (whether or not specifically referred to above in this Section 5) as they may reasonably request in connection therewith, in form and substance satisfactory to them.
Appears in 1 contract
Sources: Note Purchase Agreement (Credit Acceptance Corporation)
Effectiveness of Amendments. The amendments to the Agreement contemplated by Section 2 hereof shall (ain accordance with Section 10.5(a) The Amendments shall of the Agreement) become effective on effective, if at all, at such date (the "EFFECTIVE DATE OF THE OMNIBUS AMENDMENT") time as the Companies Company and the Current Noteholders Required Holders of the Notes shall have indicated their written consent to the Amendments such amendments by executing and delivering to each other the applicable counterparts of this Omnibus Fifth Amendment.
(b) The willingness . It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Current Noteholders Company to execute and deliver this Omnibus Amendment is conditioned upon satisfy all of the followingfollowing conditions:
(ia) the RCF Facility (as in effect on the Effective Date of the Omnibus Amendment, the "AMENDED ▇▇▇▇▇▇ CREDIT AGREEMENT"), dated as of June 12, 2000, among Rite Aid, the banks from time to time parties thereto, and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as Administrative Agent, This Fifth Amendment shall have been executed and delivered by the parties thereto in Company and each of the form attached hereto as Exhibit C,Required Holders of the Notes.
(iib) The execution, delivery and effectiveness of an agreement, signed by the Second Priority Subsidiary GuaranteeCompany and the requisite holders of the Company's First Amended and Restated 8.24% Senior Notes due July 1, 2001 issued under Note Purchase Agreements dated as of June 12August Exhibit 4(a)(6) 1, 20001996, among each containing amendments to such Note Purchase Agreements identical in substance to the amendments set forth in Section 2 hereof.
(c) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Subsidiaries Company's First Amended and Restated 8.02% Senior Notes due October 1, 2001 issued under Note Purchase Agreements dated as of Rite Aid parties thereto and Wilmington Trust CompanyMarch 25, as collateral trustee1997, containing amendments to such Note Purchase Agreements identical in substance to the amendments set forth in Section 2 hereof.
(d) The Company shall have been executed paid the statement for reasonable fees and delivered by the parties thereto in the form attached hereto as Exhibit D,
(iii) the other Transaction Documents (as that term is defined in the Amended disbursements of Hebb & ▇itl▇▇, ▇▇▇▇ Credit Agreement) shall have been executed and delivered by the parties thereto,
(iv) the Companies shall have made payment of the fee payable to the Noteholders pursuant to Section 6 of this Omnibus Amendment and the expenses to be paid on behalf of the Noteholders pursuant to Section 7 of this Omnibus Amendment (to the extent a statement therefor has been ur special counsel, presented to the Companies Company on or prior to the Effective Date effective date of the Omnibus this Fifth Amendment),.
(va) the Current Noteholders (or their special counsel) shall have received a favorable opinion of the Chief Counsel or Assistant Chief Counsel for Rite Aid and the Operating Subsidiaries and Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Companies, in form and substance satisfactory to the Current Noteholders, and
(vi) all proceedings taken in connection with this Omnibus Amendment and all documents and papers relating hereto shall be reasonably satisfactory to the Current Noteholders and their special counsel. The Current Noteholders and their special counsel shall have received copies of such documents and papers (whether or not specifically referred to above in this Section 5) as they may reasonably request in connection therewith, in form and substance satisfactory to them.6)
Appears in 1 contract
Sources: Note Purchase Agreement (Credit Acceptance Corporation)
Effectiveness of Amendments. The amendments to the Agreement contemplated by Section 2 hereof shall (ain accordance with Section 10.5(a) The Amendments shall of the Agreement) become effective on (retroactive to December 1, 1999), if at all, at such date (the "EFFECTIVE DATE OF THE OMNIBUS AMENDMENT") time as the Companies Company and the Current Noteholders Required Holders of the Notes shall have indicated their written consent to the Amendments such amendments by executing and delivering to each other the applicable counterparts of this Omnibus Fifth Amendment.
(b) The willingness . It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Current Noteholders Company to execute and deliver this Omnibus Amendment is conditioned upon satisfy all of the followingfollowing conditions:
(ia) the RCF Facility (as in effect on the Effective Date of the Omnibus Amendment, the "AMENDED ▇▇▇▇▇▇ CREDIT AGREEMENT"), dated as of June 12, 2000, among Rite Aid, the banks from time to time parties thereto, and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as Administrative Agent, This Fifth Amendment shall have been executed and delivered by the parties thereto in Company and each of the form attached hereto as Exhibit C,Required Holders of the Notes.
(iib) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second Priority Subsidiary GuaranteeAmended and Restated 10.37% Senior Notes due November 1, 2001 issued under Note Purchase Agreements dated as of June 12October 1, 20001994, among each containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof.
(c) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Subsidiaries Company's Second Amended and Restated 9.27% EXHIBIT 4(b)(6) Senior Notes due October 1, 2001 issued under Note Purchase Agreements dated as of Rite Aid parties thereto and Wilmington Trust CompanyMarch 25, as collateral trustee1997, containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof.
(d) The Company shall have been executed paid the statement for reasonable fees and delivered by the parties thereto in the form attached hereto as Exhibit D,
(iii) the other Transaction Documents (as that term is defined in the Amended disbursements of Bing▇▇▇ ▇▇▇▇ Credit Agreement) shall have been executed and delivered by the parties thereto,
(iv) the Companies shall have made payment of the fee payable to the Noteholders pursuant to Section 6 of this Omnibus Amendment and the expenses to be paid on behalf of the Noteholders pursuant to Section 7 of this Omnibus Amendment (to the extent a statement therefor has been ▇▇▇, your special counsel, presented to the Companies Company on or prior to the Effective Date effective date of the Omnibus this Fifth Amendment),
(v) the Current Noteholders (or their special counsel) shall have received a favorable opinion of the Chief Counsel or Assistant Chief Counsel for Rite Aid and the Operating Subsidiaries and Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Companies, in form and substance satisfactory to the Current Noteholders, and
(vi) all proceedings taken in connection with this Omnibus Amendment and all documents and papers relating hereto shall be reasonably satisfactory to the Current Noteholders and their special counsel. The Current Noteholders and their special counsel shall have received copies of such documents and papers (whether or not specifically referred to above in this Section 5) as they may reasonably request in connection therewith, in form and substance satisfactory to them.
Appears in 1 contract
Sources: Note Purchase Agreement (Credit Acceptance Corporation)
Effectiveness of Amendments. The amendments to the Agreement contemplated by Section 2 hereof shall (ain accordance with Section 10.5(a) The Amendments shall of the Agreement) become effective on (retroactive to September 30, 1999), if at all, at such date (the "EFFECTIVE DATE OF THE OMNIBUS AMENDMENT") time as the Companies Company and the Current Noteholders Required Holders of the Notes shall have indicated their written consent to the Amendments such amendments by executing and delivering to each other the applicable counterparts of this Omnibus Fourth Amendment.
(b) The willingness . It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Current Noteholders Company to execute and deliver this Omnibus Amendment is conditioned upon satisfy all of the followingfollowing conditions:
(ia) the RCF Facility (as in effect on the Effective Date of the Omnibus Amendment, the "AMENDED ▇▇▇▇▇▇ CREDIT AGREEMENT"), dated as of June 12, 2000, among Rite Aid, the banks from time to time parties thereto, and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as Administrative Agent, This Fourth Amendment shall have been executed and delivered by the parties thereto in Company and each of the form attached hereto as Exhibit C,Required Holders of the Notes.
(iib) The execution, delivery and effectiveness of an agreement, signed by the Second Priority Subsidiary GuaranteeCompany and the requisite holders of the Company's First Amended and Restated 9.12% Senior Notes due November 1, 2001 issued under Note Purchase Agreements dated as of June 12October 1, 20001994, among each containing amendments to such Note Purchase Agreements identical in substance to the amendments set forth in Section 2 hereof.
(c) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Subsidiaries Company's First Amended and Restated 8.24% Senior Notes due July 1, 2001 issued under Note Purchase Agreements dated as of Rite Aid parties thereto and Wilmington Trust CompanyAugust 1, as collateral trustee1996, containing amendments to such Note Purchase Agreements identical in substance to the amendments set forth in Section 2 hereof.
(d) The Company shall have been executed paid the statement for reasonable fees and delivered by the parties thereto in the form attached hereto as Exhibit D,
(iii) the other Transaction Documents (as that term is defined in the Amended disbursements of Bing▇▇▇ ▇▇▇▇ Credit Agreement) shall have been executed and delivered by the parties thereto,
(iv) the Companies shall have made payment of the fee payable to the Noteholders pursuant to Section 6 of this Omnibus Amendment and the expenses to be paid on behalf of the Noteholders pursuant to Section 7 of this Omnibus Amendment (to the extent a statement therefor has been ▇▇▇, your special counsel, presented to the Companies Company on or prior to the Effective Date effective date of the Omnibus this Fourth Amendment),.
(ve) The Company's legal counsel shall have delivered an opinion, dated the Current Noteholders effective date of this Fourth Amendment, substantially in the form attached as Attachment 5 to this Fourth Amendment.
(or their special counself) The holders of Notes shall have received from the Company a favorable opinion certificate of a Senior Officer, dated the Chief Counsel or Assistant Chief Counsel for Rite Aid effective date of this Fourth Amendment, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Fourth Amendment and the Operating Subsidiaries and Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Companies, in form and substance satisfactory to the Current Noteholders, and
(vi) all proceedings taken in connection with this Omnibus Amendment and all documents and papers relating hereto shall be reasonably satisfactory to the Current Noteholders and their special counsel. The Current Noteholders and their special counsel shall have received copies of such documents and papers (whether or not specifically referred to above in this Section 5) as they may reasonably request in connection therewith, in form and substance satisfactory to themtransactions contemplated hereby.
Appears in 1 contract
Sources: Note Purchase Agreement (Credit Acceptance Corporation)
Effectiveness of Amendments. The amendments to the Agreement contemplated by Section 2 hereof shall (ain accordance with Section 10.5(a) The Amendments shall of the Agreement) become effective on (retroactive to September 30, 1999), if at all, at such date (the "EFFECTIVE DATE OF THE OMNIBUS AMENDMENT") time as the Companies Company and the Current Noteholders Required Holders of the Notes shall have indicated their written consent to the Amendments such amendments by executing and delivering to each other the applicable counterparts of this Omnibus Sixth Amendment.
(b) The willingness . It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Current Noteholders Company to execute and deliver this Omnibus Amendment is conditioned upon satisfy all of the followingfollowing conditions:
(ia) the RCF Facility (as in effect on the Effective Date of the Omnibus Amendment, the "AMENDED ▇▇▇▇▇▇ CREDIT AGREEMENT"), dated as of June 12, 2000, among Rite Aid, the banks from time to time parties thereto, and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as Administrative Agent, This Sixth Amendment shall have been executed and delivered by the parties thereto in Company and each of the form attached hereto as Exhibit C,Required Holders of the Notes.
(iib) The execution, delivery and effectiveness of an agreement, signed by the Second Priority Subsidiary GuaranteeCompany and the requisite holders of the Company's First Amended and Restated 8.02% Senior Notes due October 1, 2001 issued under Note Purchase Agreements dated as of June 12March 25, 20001997, among each containing amendments to such Note Purchase Agreements identical in substance to the amendments set forth in Section 2 hereof.
(c) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Subsidiaries Company's First Amended and Restated 8.24% Senior Notes due July 1, 2001 issued under Note Purchase Agreements dated as of Rite Aid parties thereto and Wilmington Trust CompanyAugust 1, as collateral trustee1996, containing amendments to such Note Purchase Agreements identical in substance to the amendments set forth in Section 2 hereof.
(d) The Company shall have been executed paid the statement for reasonable fees and delivered by the parties thereto in the form attached hereto as Exhibit D,
(iii) the other Transaction Documents (as that term is defined in the Amended disbursements of Bing▇▇▇ ▇▇▇▇ Credit Agreement) shall have been executed and delivered by the parties thereto,
(iv) the Companies shall have made payment of the fee payable to the Noteholders pursuant to Section 6 of this Omnibus Amendment and the expenses to be paid on behalf of the Noteholders pursuant to Section 7 of this Omnibus Amendment (to the extent a statement therefor has been ▇▇▇, your special counsel, presented to the Companies Company on or prior to the Effective Date effective date of the Omnibus this Sixth Amendment),.
(ve) The Company's legal counsel shall have delivered an opinion, dated the Current Noteholders effective date of this Sixth Amendment, substantially in the form attached as Attachment 5 to this Sixth Amendment.
(or their special counself) The holders of Notes shall have received from the Company a favorable opinion certificate of a Senior Officer, dated the Chief Counsel or Assistant Chief Counsel for Rite Aid effective date of this Sixth Amendment, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Sixth Amendment and the Operating Subsidiaries and Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel for the Companies, in form and substance satisfactory to the Current Noteholders, and
(vi) all proceedings taken in connection with this Omnibus Amendment and all documents and papers relating hereto shall be reasonably satisfactory to the Current Noteholders and their special counsel. The Current Noteholders and their special counsel shall have received copies of such documents and papers (whether or not specifically referred to above in this Section 5) as they may reasonably request in connection therewith, in form and substance satisfactory to themtransactions contemplated hereby.
Appears in 1 contract
Sources: Note Purchase Agreement (Credit Acceptance Corporation)
Effectiveness of Amendments. (a) The Amendments shall become effective on such date (amendments to the "EFFECTIVE DATE OF THE OMNIBUS AMENDMENT") as the Companies Agreement and the Current Noteholders Original Notes contemplated by Section 2 hereof shall (in accordance with Section 10.5(a) of the Agreement) become effective, if at all, at such time as all of the holders of the Original Notes shall have indicated their written consent to the Amendments such amendments by executing and delivering to each other the applicable counterparts of this Omnibus Fourth Amendment.
(b) The willingness . It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Current Noteholders Company to execute and deliver this Omnibus Amendment is conditioned upon satisfy all of the followingfollowing conditions:
(ia) the RCF Facility (as in effect on the Effective Date of the Omnibus Amendment, the "AMENDED ▇▇▇▇▇▇ CREDIT AGREEMENT"), dated as of June 12, 2000, among Rite Aid, the banks from time to time parties thereto, and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as Administrative Agent, This Fourth Amendment shall have been executed and delivered by the parties Company and each of the holders of the Original Notes.
(b) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's 7.99% Senior Notes due July 1, 2001 issued under Note Purchase Agreements dated as of August 1, 1996, containing amendments to such Note Purchase Agreements and such Notes identical in substance to the amendments set forth in Section 2 hereof.
(c) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's 7.77% Senior Notes due October 1, 2001 issued under Note Purchase Agreements dated as of March 25, 1997, containing amendments to such Note Purchase Agreements and such Notes identical in substance to the amendments set forth in Section 2 hereof.
(d) The holders of Notes shall have received from the Company a certificate of a Senior Officer, dated the effective date of this Fourth Amendment, certifying as to the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of this Fourth Amendment and the transactions contemplated hereby.
(e) The Company's legal counsel shall have delivered an opinion, dated the effective date of this Fourth Amendment, substantially in the form attached hereto as Exhibit C,Attachment 4 hereto.
(iif) the Second Priority Subsidiary Guarantee, dated as of June 12, 2000, among each of the Subsidiaries of Rite Aid parties thereto and Wilmington Trust Company, as collateral trustee, The Company shall have been executed paid the statement for reasonable fees and delivered by the parties thereto in the form attached hereto as Exhibit D,
(iii) the other Transaction Documents (as that term is defined in the Amended disbursements of ▇▇▇▇ & ▇▇▇▇▇▇ Credit Agreement) shall have been executed and delivered by the parties thereto,
(iv) the Companies shall have made payment of the fee payable to the Noteholders pursuant to Section 6 of this Omnibus Amendment and the expenses to be paid on behalf of the Noteholders pursuant to Section 7 of this Omnibus Amendment (to the extent a statement therefor has been presented to the Companies on or prior to the Effective Date of the Omnibus Amendment),
(v) the Current Noteholders (or their ▇, your special counsel) shall have received a favorable opinion of the Chief Counsel or Assistant Chief Counsel for Rite Aid , and the Operating Subsidiaries and Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP▇▇▇, special counsel for the Companiessolely to The Guardian Life Insurance Company of America, in form and substance satisfactory presented to the Current Noteholders, and
(vi) all proceedings taken in connection with this Omnibus Amendment and all documents and papers relating hereto shall be reasonably satisfactory Company on or prior to the Current Noteholders and their special counsel. The Current Noteholders and their special counsel shall have received copies effective date of such documents and papers (whether or not specifically referred to above in this Section 5) as they may reasonably request in connection therewith, in form and substance satisfactory to themFourth Amendment.
Appears in 1 contract
Sources: Note Purchase Agreement (Credit Acceptance Corporation)
Effectiveness of Amendments. The amendments to the Agreement contemplated by Section 2 hereof shall (ain accordance with Section 10.5(a) The Amendments shall of the Agreement) become effective on effective, if at all, at such date (the "EFFECTIVE DATE OF THE OMNIBUS AMENDMENT") time as the Companies Company and the Current Noteholders Required Holders of the Notes shall have indicated their written consent to the Amendments such amendments by executing and delivering to each other the applicable counterparts of this Omnibus Eighth Amendment.
(b) The willingness . It is understood that any holder of Notes may withhold its consent for any reason, including, without limitation, any failure of the Current Noteholders Company to execute and deliver this Omnibus Amendment is conditioned upon satisfy all of the followingfollowing conditions:
(ia) the RCF Facility (as in effect on the Effective Date of the Omnibus Amendment, the "AMENDED ▇▇▇▇▇▇ CREDIT AGREEMENT"), dated as of June 12, 2000, among Rite Aid, the banks from time to time parties thereto, and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as Administrative Agent, This Eighth Amendment shall have been executed and delivered by the parties thereto in Company and each of the form attached hereto as Exhibit C,Required Holders of the Notes.
(iib) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Company's Second Priority Subsidiary GuaranteeAmended and Restated 9.49% Senior Notes due July 1, 2001 issued under Note Purchase Agreements dated as of June 12August 1, 20001996, among each containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof.
(c) The execution, delivery and effectiveness of an agreement, signed by the Company and the requisite holders of the Subsidiaries Company's Second Amended and Restated 9.27% Senior Notes due October 1, 2001 issued under Note Purchase Agreements dated as of Rite Aid parties thereto March 25, 1997, containing an amendment to such Note Purchase Agreements identical in substance to the amendment set forth in Section 2 hereof.
(d) The receipt by all holders of Notes of a fee, in consideration of the time and Wilmington Trust Companyexpense required to review this Amendment, in an amount equal to .04% of the outstanding principal amount of the Notes held by such holder as collateral trustee, of the date hereof.
(e) The Company shall have been executed paid the statement for reasonable fees and delivered by the parties thereto in the form attached hereto as Exhibit D,
(iii) the other Transaction Documents (as that term is defined in the Amended ▇▇▇▇▇▇ Credit Agreement) shall have been executed and delivered by the parties thereto,
(iv) the Companies shall have made payment disbursements of the fee payable to the Noteholders pursuant to Section 6 of this Omnibus Amendment and the expenses to be paid on behalf of the Noteholders pursuant to Section 7 of this Omnibus Amendment (to the extent a statement therefor has been presented to the Companies on or prior to the Effective Date of the Omnibus Amendment),
(v) the Current Noteholders (or their special counsel) shall have received a favorable opinion of the Chief Counsel or Assistant Chief Counsel for Rite Aid and the Operating Subsidiaries and Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, your special counsel for the Companiescounsel, in form and substance satisfactory presented to the Current Noteholders, and
(vi) all proceedings taken in connection with this Omnibus Amendment and all documents and papers relating hereto shall be reasonably satisfactory Company on or prior to the Current Noteholders and their special counsel. The Current Noteholders and their special counsel shall have received copies effective date of such documents and papers (whether or not specifically referred to above in this Section 5) as they may reasonably request in connection therewith, in form and substance satisfactory to themEighth Amendment.
Appears in 1 contract
Sources: Annual Report