Supercuts 2008 Annual Report Download - page 249

11.21 Effect of Amendment and Restatement . The Company, the Lenders that are parties to the Existing Credit Agreement (which
constitute "Required Lenders" under and as defined in the Existing Credit Agreement), Bank of America, as administrative agent under the
Existing Credit Agreement, LaSalle, as co-administrative agent under the Existing Credit Agreement, and the Administrative Agent agree that
upon the effectiveness of this Agreement, (a) the Existing Credit Agreement shall be amended and restated in the form hereof (and, except for
any provision of the Existing Credit Agreement that by its terms survives any termination thereof, the Existing Credit Agreement shall have no
further force or effect); (b) the "Commitments" under the Existing Credit Agreement shall be superseded and replaced by the Commitments
hereunder (and, except in its capacity as an Issuer or the Swing Line Lender, no "Lender" under the Existing Credit Agreement shall have any
obligation to make loans or other credit extensions to the Company, or to buy participations therein, in excess of its Commitment, if any,
hereunder), without regard to any notice requirement set forth in Section 2.07 of the Existing Credit Agreement; (c) the outstanding "Revolving
Loans" and participation interests in other credit extensions under the Existing Credit Agreement shall be reallocated among the Lenders so that,
after giving effect to such reallocation, each Lender has the proper principal amount of outstanding Loans and participation interests in other
credit extensions hereunder (giving effect to any fronting arrangements) based upon its reallocated Commitment; (d) after receiving and
distributing funds as provided in clause (f)(i) below, Bank of America shall cease to have any obligations in its capacity as administrative agent,
and LaSalle shall cease to have any obligations in its capacity as co-
administrative agent, under the Existing Credit Agreement; (e) JPMorgan, in
its capacity as Administrative Agent, shall assume all responsibilities for administration of this Agreement as amended and restated; and (f) for
convenience in making the reallocations described in clauses (b) and (c)
above given the change in Persons acting as administrative agent, (i) the
Company shall pay all amounts outstanding under the Existing Credit Agreement (other than amounts payable under Section 4.04 of the Existing
Credit Agreement, which shall be (A) calculated as if all outstanding Loans under the Existing Credit Agreement were prepaid on the Effective
Date rather than reallocated pursuant hereto and (B) paid by the Company to the Persons, if any, entitled thereto) to LaSalle, in its capacity as co-
administrative agent under the Existing Credit Agreement (and, acting in such capacity, LaSalle shall distribute such amounts to the "Lenders"
under the Existing Credit Agreement) and (ii) each Lender shall deliver to the Administrative Agent immediately available funds as if it were
making new Loans on the Effective Date in the amount required to give effect to the reallocation described in clause (c) above.
11.22 Amendment to Private Shelf Agreement . Not later than 30 days after the Effective Date, the Company shall cause to be effective
an amendment to the Amended and Restated Private Shelf Agreement referred to in the definition of "Note Agreements" that amends Section 6C
thereof (Investments) in a manner that results in such Section 6C being no more restrictive on the Company and its Subsidiaries than
Section 8.04 ; provided that if the Company fails to enter into such amendment, then this Agreement shall be automatically amended on such
30th day to conform Section 8.04 to such Section 6C, and the Company agrees to take all actions reasonably requested by the Administrative
Agent to evidence such amendments to this Agreement.
11.23 USA PATRIOT Act Notice
. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (each for
itself and not on behalf of any Lender) hereby notifies the Company that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L.
107-
56 (signed into law October 26, 2001)) (the "Act"), it is required to obtain, verify and record information that identifies the Company, which
information includes the name and address of the Company and other information that will allow such Lender or the Administrative Agent, as
applicable, to identify the Company in accordance with the Act.
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