Amendments to Indenture and Notes. (a) The definition of “Guarantor” shall be deleted in its entirety and replaced with the following:
Amendments to Indenture and Notes. Section 2.1 Amendments to Articles 3, 4, 5, 6 and 10. Upon the occurrence of the Condition Satisfaction Event, the Indenture shall be amended by deleting the following Sections or clauses of the Indenture and all references and definitions related thereto in their entirety:
Section 3.09 (Offer to Purchase by Application of Excess Proceeds);
Section 4.03 (Reports); Clause (b) of Section 4.04 (Compliance Certificate);
Section 4.05 (Taxes);
Section 4.06 (Stay, Extension and Usury Laws);
Section 4.07 (Restricted Payments);
Section 4.08 (Dividend and Other Payment Restrictions Affecting Subsidiaries);
Section 4.09 (Incurrence of Indebtedness and Issuance of Preferred Stock);
Section 4.10 (Asset Sales);
Section 4.11 (Transactions with Affiliates);
Section 4.12 (Liens);
Section 4.13 (Business Activities);
Section 4.14 (Corporate Existence);
Section 4.15 (Offer to Repurchase Upon Change of Control Triggering Event);
Section 4.16 (Additional Note Guarantees);
Section 4.17 (Designation of Restricted and Unrestricted Subsidiaries);
Section 5.01 (Merger, Consolidation, or Sale of Assets);
Section 5.02 (Successor Corporation Substituted); Clauses (3) and (5)-(9) of Section 6.01 (Events of Default); and
Amendments to Indenture and Notes. SECTION 1.1. AMENDMENTS TO ARTICLES FOUR, FIVE, SIX AND ELEVEN OF THE INDENTURE.
(a) The Indenture is hereby amended by (i) deleting the following Sections of the Indenture and replacing such deleted Sections with “[Intentionally Omitted]”and (ii) deleting all references and definitions related solely to such Sections in their entirety:
Amendments to Indenture and Notes. (a) The following definitions are deleted in their entirety and all references thereto in the Indenture and the Notes shall be deleted in their entirety:
(i) “Bunge Master Trust”;
(ii) “Designated Obligor”;
(iii) “Guaranty”;
(iv) “Master Trust Transaction Documents”;
(v) “Master Trust Trustee”;
(vi) “Pooling Agreement”;
(vii) “Sale Agreement”;
(viii) “Series 2002-1 Supplement”;
(ix) “Series 2002-1 VFC”; and
(x) “Servicing Agreement”.
(b) The following definitions are deleted in their entirety and replaced with the following:
Amendments to Indenture and Notes. (a) The following Sections of the Indenture, including the Table of Contents and any corresponding provisions in the Notes, shall be deleted in their entirety and replaced with “Intentionally Omitted,” and all references made thereto throughout the Indenture and the Notes shall be deleted in their entirety: SECTION 4.04 Payment of Taxes SECTION 4.08 SEC Reports SECTION 4.10 Limitation on Restricted Payments SECTION 4.11 Limitation on Transactions with Affiliates SECTION 4.12 Limitation on Incurrence of Additional Indebtedness SECTION 4.13 Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries SECTION 4.17 Limitation on Preferred Stock of Restricted Subsidiaries SECTION 4.18 Limitation on Liens SECTION 4.19 Limitation on Guarantees by Domestic Restricted Subsidiaries
Amendments to Indenture and Notes. At such time as the Company delivers written notice to the Trustee and X.X. Xxxx and Co., Inc., in its capacity as the depositary for the Notes with respect to the Offer, that Notes representing at least a majority in aggregate principal amount of the Notes outstanding have been validly tendered and not validly withdrawn pursuant to the Offer and accepted for purchase:
(a) The following Sections of the Indenture, and any corresponding provisions in the Notes, shall be deleted in their entirety and replaced with “Intentionally Omitted,” and all references made thereto throughout the Indenture and the Notes shall be deleted in their entirety: SECTION 4.03 Reports to Holders SECTION 4.05 Taxes SECTION 4.06 Stay, Extension and Usury Laws SECTION 4.07 Limitation on Restricted Payments SECTION 4.08 Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries SECTION 4.09 Limitation on Incurrence of Additional Indebtedness SECTION 4.10 Limitation on Preferred Stock of Restricted Subsidiaries SECTION 4.11 Asset Sales SECTION 4.12 Limitations on Transactions with Affiliates SECTION 4.13 Limitation on Liens SECTION 4.14 Conduct of Business
Amendments to Indenture and Notes. (a) All of the provisions and definitions in the Indenture and the Notes that were deleted or amended by the Amendments set forth in Section 2.01 of the First Supplemental Indenture and attached hereto as Exhibit A shall be reinstated in their entirety as such provisions and definitions existed in the Indenture prior to the execution of the First Supplemental Indenture unless at least a majority in aggregate outstanding principal amount of the Notes have been validly tendered in the Offer for the Notes and not validly withdrawn in accordance with the requirements set forth in the Statement and Letter of Transmittal, as amended, on the expiration date for the Offer.
(b) Attached hereto as Exhibit B is a certificate from Global Bondholder Services Corporation evidencing the valid tenders of a majority in aggregate outstanding principal amount of Notes validly tendered in the Offer.
Amendments to Indenture and Notes. SECTION 1.1 AMENDMENTS TO ARTICLES FOUR AND SIX OF THE BASE INDENTURE.
(a) Section 4.05 (Reports by the Company) of the Base Indenture is hereby deleted in its entirety and replaced with “[Intentionally Omitted],” and all references and definitions related solely thereto are deleted in their entirety.
(b) Clauses (c), (d) and (e) of Section 6.01 (Events of Default) of the Base Indenture are hereby deleted in their entirety and replaced with “[Intentionally Omitted],” and all references in the Indenture to the clauses so eliminated are deleted in their entirety.
Amendments to Indenture and Notes. With respect to each series of the Notes, the Indenture is hereby amended as set forth below in this Article 2; provided, however, that each such amendment shall apply only to the Notes and not to any other series of Securities issued under the Indenture.
Amendments to Indenture and Notes. SECTION 1.01 Amendments to Articles 4, 5 and 6 2 SECTION 1.02 Amendments to Notes 2 SECTION 2.01 Definitions; Rules of Construction 3 SECTION 2.02 Indenture Remains in Full Force and Effect 3 SECTION 2.03 Governing Law 3 SECTION 2.04 Severability 3 SECTION 2.05 Counterpart Originals 3 SECTION 2.06 Effectiveness 3 SECTION 2.07 Endorsement and Change of Form of Notes 4 SECTION 2.08 Table of Contents, Headings, Etc 4 SECTION 2.09 Concerning the Trustee 4 Table of Contents This FIFTH SUPPLEMENTAL INDENTURE, dated as of March 11, 2014 (this “Supplemental Indenture”), is by and among TreeHouse Foods, Inc., a Delaware corporation (such corporation and any successor as defined in the Base Indenture and herein, the “Company”), the Guarantors and Xxxxx Fargo Bank, National Association, a national banking association, as trustee (such institution and any successor as defined in the Base Indenture, the “Trustee”).
