Amendment of Article VII. No provision of this Article VII may be amended without the written consent of each of the Principal Shareholders and its Related Parties which is subject to the requirements of this Article VII.
Amendment of Article VII. The last sentence of Article VII of the Credit Agreement is amended to read as follows: Notwithstanding anything in paragraph (g) of this Article VII, (i) the exercise of the “put” under the World Trade Master Repurchase Agreement will not constitute an Event of Default or a Default prior to July 11, 2008 (at which time an Event of Default shall be deemed to have occurred except as otherwise provided in either of the following clauses (ii) and (iii)); (ii) if, on or prior to July 11, 2008 (or the date three Business Days prior to any later date to which the repurchase date under the World Trade Master Repurchase Agreement shall have been extended as provided in the following clause (iii), but in any event by the date three Business Days prior to November 16, 2008), the Company shall have satisfied the Replacement Facility Requirement, the exercise of the “put” under the World Trade Master Repurchase Agreement will not constitute an Event of Default or a Default unless and until the Company or a Subsidiary shall be required to repurchase the securities or other assets that are the subject of the “put” under the World Trade Master Repurchase Agreement (at which time an Event of Default shall be deemed to have occurred unless such repurchase obligation shall be satisfied in full with proceeds received under an Acceptable Replacement Facility); and (iii) if, on or prior to July 11, 2008, the repurchase date under the World Trade Master Repurchase Agreement shall have been extended beyond July 16, 2008 (or definitive agreements providing for such extension have been executed), the exercise of the “put” under the World Trade Master Repurchase Agreement will not constitute an Event of Default or a Default unless and until the earlier of (A) the date on which the Company or a Subsidiary shall be required to repurchase the securities or other assets that are subject of such put within a period of fewer than three Business Days and (B) November 16, 2008 (at which earlier date an Event of Default shall be deemed to have occurred).
Amendment of Article VII. Article VII is hereby amended to add the following Section 7.3 as follows:
Amendment of Article VII. Article VII is hereby amended to revise the last paragraph in its entirety as follows: The acceptance of the benefits of each Credit Event shall constitute a representation and warranty by each Credit Party to each of the Lenders that all the applicable conditions specified in Sections 7.1 and 7.3 above have been satisfied as of that time.
Amendment of Article VII. Article VII of the Credit Agreement is amended by deleting the last paragraph thereof (beginning "Notwithstanding....
Amendment of Article VII. No alteration, amendment, addition to or repeal of this Article VII, nor the adoption of any provision of this Certificate (including any certificate of designations relating to any series or class of Preferred Stock) inconsistent with this Article VII or Article VI of the Bylaws, shall adversely affect any rights to indemnification and to the advancement of expenses of a director or officer (or, as authorized by the Board pursuant to Section 7.4, of an employee or agent) of the Corporation existing at the time of such alteration, amendment, addition to, repeal or adoption with respect to any acts or omissions occurring prior to such alteration, amendment, addition to, repeal or adoption.
Amendment of Article VII. Article VII of the Credit Agreement is hereby amended by (i) deleting the word "or" at the end of clause (m) thereof and (ii) inserting at the end of clause (n) thereof the following: "or
Amendment of Article VII. The following new sentence is inserted at the end of Article VII of the Credit Agreement: Notwithstanding anything in paragraph (g) of this Article VII, (i) the existence of an unexercised “put” or similar right in respect of any securities or other assets that are the subject of any Repurchase Obligation constituting Material Indebtedness will not, in and of itself, constitute an Event of Default or a Default, and (ii) the exercise of such a “put” or similar right by the holder or holders thereof or its or their representative will not, in and of itself, constitute an Event of Default or a Default unless and until the Company or a Subsidiary shall be required to repurchase such securities or other assets within a period of fewer than 30 days (at which time an Event of Default shall be deemed to have occurred).
Amendment of Article VII. Article VII of the Indenture is hereby amended as follows:
(a) Section 7.07 shall be amended by the deletion, in its entirety, of the penultimate paragraph therein which, for the avoidance of doubt, began “When the Trustee incurs expenses” and ended “in the preceding paragraph or Section 6.10.”.
Amendment of Article VII a. Section 7.1 of the Program Agreement is amended by adding the following new sentence to the end of said Section: “Without limiting the foregoing, if (i) both of the following credit rating agencies rate Macy’s, Inc.’s corporate debt rating beneath the respective levels indicated below, or (ii) the corporate debt rating is withdrawn by both of the following credit rating agencies or (iii) one of the following credit rating agencies rates Macy’s Inc.’s corporate debt rating beneath the respective levels indicated below and the corporate debt rating is withdrawn by the other credit rating agency (such condition a “Credit Rating Condition”): Xxxxx’x Investors Service- Corporate Family Rating: [●] S&P Global- Issuer Credit Rating (Local Currency LT) [●] then within [●] after a written request by Bank, Macy’s Companies shall begin providing enhanced reporting for credit sales, returns, deliveries, and In-Store Payments. The report shall be provided weekly and in a form and format that will enable Bank to track and monitor contingent liabilities generated by the Program.”
b. The following shall be added to the end of Section 7.4(d) of the Program Agreement: “Notwithstanding anything to the contrary in this Section or the Agreement, Macy’s Companies agrees that Bank may make the change from [●] to [●] as described below (the “Changes”). Macy’s Companies shall cooperate in good faith with Bank to implement the Changes by the respective dates set forth herein or by such other dates as designated by Bank. All costs associated with integrating the Macy’s Program into such Systems, including any costs for customization and Macy’s Companies’ decommissioning costs for the Macy’s Systems the Changes will replace, will be deemed Program Expenses and shall be excluded from the calculation of the Bank System Cost Cap and the Macy’s System Cost Cap, provided that the original development cost of [●]shall not be a Program Expense. Upon completion of the Changes, [●] will be deemed “Bank Systems” and “Bank In-Scope Systems” for purposes of Exhibit C to Schedule 1. 1(g). [●] [●] Costs[●] [●] [●] Customization/Integration Program Expense (not subject to Bank System Cost Cap)* [●] [●] Projected Program Expense for ongoing operation and maintenance [●] [●] Program Expense associated with integration of [●]shall be as follows : 1Projections are based on connectivity to Macy's Companies’[●] systems. Movement of these functions to a different party may result in additional one-time...
