Amendments to the Indenture. The Indenture is hereby amended as follows: (i) Sections 703, 1004(b), 1005, 1008, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1016 and 1017 are hereby amended by deleting all such Sections in their entirety and all references thereto contained elsewhere in the Indenture in their entirety; (ii) Clause (2) of Section 801 is hereby amended by deleting such clause in its entirety and all references thereto contained elsewhere in the Indenture in their entirety, and all references to Section 801 in the Indenture shall mean Section 801 as amended hereby; (iii) Section 501 is hereby amended by deleting clauses (3), (4), (5) and (8) thereof in their entirety, and all references thereto contained elsewhere in the Indenture in their entirety, and by deleting the references to Restricted Subsidiary of the Company that is “Significant Subsidiary” set forth in each of clauses (6) and (7) thereof, and all references to Section 501 in the Indenture shall mean Section 501 as amended hereby; (iv) The second sentence of Section 1102 shall be deleted in its entirety and replaced with the following text: “The Company shall give notice of redemption, which notice shall include all information referenced in Section 1104(1) through (8), to the Paying Agent and Trustee at least three Business Days but not more than 60 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained herein.” (v) The first sentence of Section 1104 shall be deleted in its entirety and replaced with the following text: “In the case of an optional redemption pursuant to the provisions of Paragraphs 6 and 7 of the Notes, at least three Business Days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered address.” (vi) All definitions set forth in Section 101 of the Indenture that relate to defined terms used solely in sections deleted by this Supplemental Indenture are hereby deleted in their entirety.
Appears in 2 contracts
Samples: Supplemental Indenture (B/E Aerospace Inc), Supplemental Indenture (B/E Aerospace Inc)
Amendments to the Indenture. (a) The Indenture is shall hereby amended as follows:
(i) Sections 703, 1004(b), 1005, 1008, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1016 and 1017 are hereby be amended by deleting all such the following Sections in their entirety or clauses of the Indenture and all references and definitions related thereto contained elsewhere in the Indenture in their entirety;
(ii) Clause (2) of Section 801 is hereby amended by deleting such clause in its entirety and all references thereto contained elsewhere in the Indenture in their entirety, except to the extent otherwise provided below, and all references these Sections and clauses shall be of no further force and effect, and shall no longer apply to Section 801 the Notes, and the words “[INTENTIONALLY DELETED]” shall be inserted, in each case, in place of the Indenture shall mean Section 801 as amended hereby;
deleted text: Clauses (iii) Section 501 is hereby amended by deleting clauses (35), (4), (5) and (8) thereof in their entirety, and all references thereto contained elsewhere in the Indenture in their entirety, and by deleting the references to Restricted Subsidiary of the Company that is “Significant Subsidiary” set forth in each of clauses (6) and (7) thereof, and all references to of Section 501 in (Events of Default) Section 1005 and Section 2.13(h) of the Second Supplemental Indenture (Reports) Section 1006 (Limitation on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation on Sale and Leasebacks) Section 1010 (Organizational Existence) Section 2.8(b) of the First Supplemental Indenture and Second Supplemental Indenture (Rights of Holders to Require Repurchase of Notes) (relating to change of control and ratings decline)
(b) Section 801 of the Indenture shall mean Section 501 as amended hereby;
(ivMerger or Transfer of Assets Only on Certain Terms) The second sentence of Section 1102 shall be is hereby deleted and replaced in its entirety and replaced with by the following textfollowing: “The Company shall give notice not consolidate or merge with or into another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations of redemption, which notice shall include all information referenced the Company pursuant to a supplemental indenture in Section 1104(1) through (8), to the Paying Agent and Trustee at least three Business Days but not more than 60 days before the Redemption Date (unless a shorter notice shall be form reasonably satisfactory to the Trustee), together with an Officers’ Certificate stating that such redemption will comply with under the conditions contained hereinNotes and this Indenture.”
(vc) The first sentence of Section 1104 shall be deleted in its entirety and replaced failure to comply with the following text: “In the case terms of an optional redemption pursuant to the provisions of Paragraphs 6 and 7 any of the Notes, at least three Business Days but not more than 60 days before a Redemption Date, Sections or Clauses of the Company shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered address.”
(vi) All definitions Indenture set forth in clause (a) and (b) above shall no longer constitute a Default or Event of Default under the Indenture with respect to the Notes and shall no longer have any consequence under the Indenture.
(d) For the avoidance of doubt, Clauses (5), (6) and (7) of Section 101 501 (Events of Default) of the Indenture that relate shall no longer apply to defined terms used solely the Notes and the occurrence of the events described in sections deleted by this Supplemental Sections 501(5), (6) and (7) of the Indenture are hereby deleted in their entiretyshall no longer constitute an Event of Default with respect to the Notes.
Appears in 2 contracts
Samples: Supplemental Indenture (At&t Inc.), Sixth Supplemental Indenture (At&t Inc.)
Amendments to the Indenture. (a) The Indenture is shall hereby amended as follows:
(i) Sections 703, 1004(b), 1005, 1008, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1016 and 1017 are hereby be amended by deleting all such the following Sections in their entirety or clauses of the Indenture and all references and definitions related thereto contained elsewhere in the Indenture in their entirety;
(ii) Clause (2) of Section 801 is hereby amended by deleting such clause in its entirety and all references thereto contained elsewhere in the Indenture in their entirety, except to the extent otherwise provided below, and all references these Sections and clauses shall be of no further force and effect, and shall no longer apply to Section 801 the Notes, and the words “[INTENTIONALLY DELETED]” shall be inserted, in each case, in place of the Indenture shall mean Section 801 as amended hereby;
deleted text: Clauses (iii) Section 501 is hereby amended by deleting clauses (35), (4), (5) and (8) thereof in their entirety, and all references thereto contained elsewhere in the Indenture in their entirety, and by deleting the references to Restricted Subsidiary of the Company that is “Significant Subsidiary” set forth in each of clauses (6) and (7) thereof, and all references to of Section 501 in (Events of Default) Section 1005 (Reports) Section 1006 (Limitation on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation on Sale and Leasebacks) Section 1010 (Organizational Existence) Section 1012 (Change of Control and Ratings Decline)
(b) Section 801 of the Indenture shall mean Section 501 as amended hereby;
(ivMerger or Transfer of Assets Only on Certain Terms) The second sentence of Section 1102 shall be is hereby deleted and replaced in its entirety and replaced with by the following textfollowing: “The Company shall give notice not consolidate or merge with or into another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations of redemption, which notice shall include all information referenced the Company pursuant to a supplemental indenture in Section 1104(1) through (8), to the Paying Agent and Trustee at least three Business Days but not more than 60 days before the Redemption Date (unless a shorter notice shall be form reasonably satisfactory to the Trustee), together with an Officers’ Certificate stating that such redemption will comply with under the conditions contained hereinNotes and this Indenture.”
(vc) The first sentence of Section 1104 shall be deleted in its entirety and replaced failure to comply with the following text: “In the case terms of an optional redemption pursuant to the provisions of Paragraphs 6 and 7 any of the Notes, at least three Business Days but not more than 60 days before a Redemption Date, Sections or Clauses of the Company shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered address.”
(vi) All definitions Indenture set forth in clause (a) and (b) above shall no longer constitute a Default or Event of Default under the Indenture with respect to the Notes and shall no longer have any consequence under the Indenture.
(d) For the avoidance of doubt, Clauses (5), (6) and (7) of Section 101 501 (Events of Default) of the Indenture that relate shall no longer apply to defined terms used solely the Notes and the occurrence of the events described in sections deleted by this Supplemental Sections 501(5), (6) and (7) of the Indenture are hereby deleted in their entiretyshall no longer constitute an Event of Default with respect to the Notes.
Appears in 2 contracts
Samples: Eighth Supplemental Indenture (At&t Inc.), Eighth Supplemental Indenture (At&t Inc.)
Amendments to the Indenture. Effective at the time of payment or deposit with DTC (the “Payment Date”) of an amount of money sufficient to pay for all Notes validly tendered and accepted pursuant to the Tender Offer and Solicitation (or at least a majority of outstanding Notes if payment is being made pursuant to any early settlement under the Tender Offer and Solicitation) and to make all consent payments required under the Tender Offer and Solicitation:
(i) The Indenture is hereby amended as follows:to delete in their entirety Section 4.02 (SEC Reports), Section 4.03 (Limitation on Debt), Section 4.04 (Limitation on Restricted Payments), Section 4.05 (Limitation on Liens), Section 4.07 (Limitation on Restrictions on Distributions from Restricted Subsidiaries), Section 4.08 (Limitation on Transactions with Affiliates), Section 4.09 (Guarantees by Subsidiaries), Section 4.10 (Limitation on Sale and Leaseback Transactions), Section 4.11 (Designation of Restricted and Unrestricted Subsidiaries) and clauses (4) and (5) of Section 5.01(a) (When Company May Merge or Transfer Assets);
(ii) The failure to comply with the terms of any of the Sections of the Indenture set forth in clause (i) Sections 703, 1004(babove shall no longer constitute a Default or an Event of Default under the Indenture and shall no longer have any other consequence under the Indenture;
(iii) The Indenture is hereby amended to delete clauses (d), 1005, 1008, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1016 (e) and 1017 are hereby amended by deleting all such Sections (h) of Section 6.01 (Events of Default) in their entirety and all references thereto contained elsewhere in the Indenture in their entirety;
(ii) Clause (2) of Section 801 is hereby amended by deleting such clause in its entirety 6.01 and all references thereto contained elsewhere in the Indenture in their entirety, and all references to Section 801 the occurrence of the events described in the Indenture shall mean Section 801 as amended hereby;
(iii) Section 501 is hereby amended by deleting clauses (3d), (4), (5e) and (8) thereof in their entirety, and all references thereto contained elsewhere in the Indenture in their entirety, and by deleting the references to Restricted Subsidiary h) of the Company that is “Significant Subsidiary” set forth in each Section 6.01 shall no longer constitute Events of clauses (6) and (7) thereof, and all references to Section 501 in the Indenture shall mean Section 501 as amended herebyDefault;
(iv) The second sentence of Section 1102 shall be deleted in its entirety and replaced with the following text: “The Company shall give notice of redemption, which notice shall include all information referenced in Section 1104(1) through (8), to the Paying Agent and Trustee at least three Business Days but not more than 60 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained herein.”
(v) The first sentence of Section 1104 shall be deleted in its entirety and replaced with the following text: “In the case of an optional redemption pursuant to the provisions of Paragraphs 6 and 7 of the Notes, at least three Business Days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered address.”
(vi) All definitions set forth in Section 101 1.01 of the Indenture that relate to defined terms used solely in sections deleted by this Supplemental Indenture are hereby deleted in their entirety; and
(v) All references to Sections 5.01 and 6.01 of the Indenture shall mean Sections 5.01 and 6.01 as amended by this Supplemental Indenture.
Appears in 2 contracts
Samples: Supplemental Indenture (Rite Aid Corp), Supplemental Indenture (Rite Aid Corp)
Amendments to the Indenture. The Pursuant to Section 1001 or 1002 of the Indenture is hereby amended (as follows:applicable), effective on the date hereof, following the execution and delivery hereof,
(ia) Sections 703, 1004(b), 1005, 1008, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1016 and 1017 are hereby amended by deleting all such Sections in their entirety and all references thereto contained elsewhere The following shall be added immediately after the word “Policy” in the Indenture last line of the definition of “EBIT” in their entirety;
Section 101 of the Indenture: “and excluding unrealized gains or losses arising from implementation of Statement of Financial Accounting Standards No. 133 issued by the Financial Accounting Standards Board” (iib) Clause (2xii) of Section 801 is hereby amended by deleting such clause in its entirety and all references thereto contained elsewhere in the Indenture in their entirety, and all references to Section 801 in the Indenture shall mean Section 801 as amended hereby;
(iii) Section 501 is hereby amended by deleting clauses (3), (4), (5) and (8) thereof in their entirety, and all references thereto contained elsewhere in the Indenture in their entirety, and by deleting the references to Restricted Subsidiary definition of the Company that is “Significant SubsidiaryEligible Container” set forth in each of clauses (6) and (7) thereof, and all references to Section 501 in the Indenture shall mean Section 501 as amended hereby;
(iv) The second sentence of Section 1102 shall be deleted in its entirety and replaced with the following text: “The Company shall give notice of redemption, which notice shall include all information referenced in Section 1104(1) through (8), to the Paying Agent and Trustee at least three Business Days but not more than 60 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained herein.”
(v) The first sentence of Section 1104 shall be deleted in its entirety and replaced with the following text: “In the case of an optional redemption pursuant to the provisions of Paragraphs 6 and 7 of the Notes, at least three Business Days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered address.”
(vi) All definitions set forth in Section 101 of the Indenture shall be amended and restated in its entirety to read as follows:
(xii) [reserved];”
(c) The text “; and” at the end of clause (xxiii) of the definition of “Eligible Container” in Section 101 of the Indenture shall be deleted and replaced with the following: “provided, further, any Containers subject to any such Lease shall not count against the limitation contained in this paragraph (xxiii) following delivery to the Rating Agencies of an Opinion of Counsel satisfactory to the Rating Agencies to the effect that relate the Assignment of Claims Act of 1940, as amended (31 U.S.C. 3727, 41 U.S.C. 15), has been complied with by the Issuer (or an agent thereof) regarding such Containers; and”
(d) Clause (i) of the definition of “Rated Institutional Person” in Section 101 of the Indenture is hereby amended by adding the words “Bank S.A./N.V.” immediately after the word “Fortis” therein.
(e) The definition of “Series Enhancer Default” in Section 101 of the Indenture is hereby amended and restated in its entirety to defined terms used solely in sections deleted by this Supplemental Indenture are hereby deleted in their entirety.read as follows:
Appears in 1 contract
Amendments to the Indenture. (i) The Indenture is hereby amended as follows:
to delete Section 3.02 (i) Sections 703, 1004(bRepurchase of Notes upon a Change of Control), 1005Section 4.02 (Existence), 1008Section 4.03 (Payment of Taxes and other Claims), 1009Section 4.04 (Maintenance of Properties and Insurance), 1010Section 4.05 (Limitation on Subsidiary Debt), 1011Section 4.06 (Limitation on Restricted Payments), 1012Section 4.07 (Limitation on Liens), 1013Section 4.08 (Financial Reports), 1014Section 4.09 (Debt/Tangible Equity Ratio) and clauses (iii)(2), 1015(3) and (4) of Section 5.02(a) (Consolidation, 1016 and 1017 are hereby amended by deleting all such Sections Merger or Sale of Assets) in their entirety and all references thereto contained elsewhere in the Indenture in their entirety;
(ii) Clause The failure to comply with the terms of any of the Sections of the Indenture set forth in clause (2i) above shall no longer constitute a Default or an Event of Default under the Indenture with respect to the Notes and shall no longer have any other consequence under the Indenture with respect to the Notes;
(iii) The Indenture is hereby amended to delete clauses (iii) and (iv) of Section 801 is hereby amended by deleting such clause 6.02(a) (Events of Default) in its their entirety and, solely with respect to the Material Subsidiaries, clauses (v) and (vi) of Section 6.02(a) (Events of Default) in their entirety and all references thereto contained in Section 6.02(a) and elsewhere in the Indenture in their entirety, and all references to Section 801 the occurrence of the events described in the Indenture shall mean Section 801 as amended hereby;
clauses (iii) and (iv) of Section 501 is hereby amended by deleting 6.02(a) and, solely with respect to the Material Subsidiaries, clauses (3), (4), (5v) and (8) thereof in their entirety, vi) of Section 6.02(a) shall no longer constitute Events of Default with respect to the Notes and all references thereto contained elsewhere in shall no longer have any other consequences under the Indenture in their entirety, and by deleting with respect to the references to Restricted Subsidiary of the Company that is “Significant Subsidiary” set forth in each of clauses (6) and (7) thereof, and all references to Section 501 in the Indenture shall mean Section 501 as amended herebyNotes;
(iv) The second sentence of Section 1102 shall be deleted in its entirety and replaced with the following text: “The Company shall give notice of redemption, which notice shall include all information referenced in Section 1104(1) through (8), to the Paying Agent and Trustee at least three Business Days but not more than 60 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained herein.”
(v) The first sentence of Section 1104 shall be deleted in its entirety and replaced with the following text: “In the case of an optional redemption pursuant to the provisions of Paragraphs 6 and 7 of the Notes, at least three Business Days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered address.”
(vi) All definitions set forth in Section 101 of the Base Indenture and Section 1.02 of the Third Supplemental Indenture that relate to defined terms used solely in sections the Sections deleted by pursuant to the terms of this Fifth Supplemental Indenture are hereby deleted in their entiretyno longer applicable to the Notes; and
(v) All references to Sections of the Indenture amended by this Fifth Supplemental Indenture shall be to such Sections as amended by this Fifth Supplemental Indenture.
Appears in 1 contract
Amendments to the Indenture. Effective at the time of payment or deposit with DTC (the “Payment Date”) of an amount of money sufficient to pay for all Notes validly tendered and accepted pursuant to the Tender Offer and Solicitation and to make all consent payments required under the Tender Offer and Solicitation:
(i) The Indenture is hereby amended as follows:
to delete Section 4.2 (i) Sections 703, 1004(bCorporate Existence), 1005Section 4.4 (Payment of Taxes and Other Claims), 1008Section 4.5 (Additional guarantees), 1009Section 4.6 (SEC Reports) (except to the extent required by the Trust Indenture Act of 1939), 1010Section 4.7 (Compliance Certificate) (except to the extent required by the Trust Indenture Act of 1939), 1011Section 4.8 (Change of Control), 1012Section 4.9 (Limitation on Incurrence of Indebtedness), 1013Section 4.10 (Limitation on Restricted Payments), 1014Section 4.11 (Limitation on Liens), 1015Section 4.12 (Limitation on Transactions with Affiliates), 1016 Section 4.13 (Limitation on Asset Sales), Section 4.14 (Limitation on Dividend and 1017 are hereby amended by deleting all such Sections Other Restrictions Affecting Restricted Subsidiaries), Section 4.15 (Limitation on Sale and Leaseback Transactions), Section 4.16 (Impairment of Security Interest), Section 4.17 (Conduct of Business) and Section 4.18 (Maintenance of Properties; Insurance; Compliance with Laws) in their entirety and all references thereto contained elsewhere in the Indenture in their entirety;
(ii) Clause The Indenture is hereby amended to delete subsection (2d) of Section 801 is hereby amended by deleting such clause 5.1 (Merger, Consolidation and Sale of Assets) in its their entirety and all references thereto contained in Section 5.1 and elsewhere in the Indenture in their entirety;
(iii) The failure to comply with the terms of any of the Sections of the Indenture set forth in clauses (i) and (ii) above shall no longer constitute a Default or an Event of Default under the Indenture and shall no longer have any other consequence under the Indenture;
(iv) The Indenture is hereby amended to delete clauses (iii), (iv), (v), (vi) and (ix) of Section 6.1 (Events of Default) in their entirety and all references thereto contained in Section 6.1 and elsewhere in the Indenture in their entirety, and all references to the occurrence of the events described in clauses (iii), (iv), (v), (vi) and (ix) of Section 801 in the Indenture 6.1 shall mean Section 801 as amended herebyno longer constitute Events of Default;
(iii) Section 501 is hereby amended by deleting clauses (3), (4), (5) and (8) thereof in their entirety, and all references thereto contained elsewhere in the Indenture in their entirety, and by deleting the references to Restricted Subsidiary of the Company that is “Significant Subsidiary” set forth in each of clauses (6) and (7) thereof, and all references to Section 501 in the Indenture shall mean Section 501 as amended hereby;
(iv) The second sentence of Section 1102 shall be deleted in its entirety and replaced with the following text: “The Company shall give notice of redemption, which notice shall include all information referenced in Section 1104(1) through (8), to the Paying Agent and Trustee at least three Business Days but not more than 60 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained herein.”
(v) The first sentence of Section 1104 shall be deleted in its entirety and replaced with the following text: “In the case of an optional redemption pursuant to the provisions of Paragraphs 6 and 7 of the Notes, at least three Business Days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered address.”
(vi) All definitions set forth in Section 101 1.1 of the Indenture that relate to defined terms used solely in sections deleted by this Supplemental Indenture are hereby deleted in their entirety; and
(vi) All references to Sections 6.1 and 5.1 of the Indenture shall mean Sections 6.1 and 5.1 as amended by this Supplemental Indenture.
Appears in 1 contract
Samples: Third Supplemental Indenture (Terra Industries Inc)
Amendments to the Indenture. The Indenture is hereby amended as follows:
(i) Sections 7034.02, 1004(b)4.03, 10054.04, 10084.05, 10094.08, 10104.09, 10114.10, 10124.11, 10134.12, 10144.13, 10154.14, 1016 4.15, 4.16, 4.18 and 1017 4.19 are hereby amended by deleting all such Sections in their entirety and all references thereto contained elsewhere in the Indenture in their entirety;entirety and these Sections shall be of no further force and effect and the words “[INTENTIONALLY OMITTED]” shall be inserted, in each case, in place of the deleted text.
(ii) Clause (2) The text of Section 801 4.07 is hereby amended by deleting such clause to read as follows: “Subject to Article 5, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its entirety and all references thereto contained elsewhere in the Indenture in their entirety, and all references to Section 801 in the Indenture shall mean Section 801 as amended hereby;corporate existence.”
(iii) The text of Section 501 5.01 is hereby amended to read as follows:
(a) The Company shall not merge, consolidate or amalgamate with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property in any one transaction or series of transactions unless:
(i) the Company shall be the Surviving Person, or
(ii) the Surviving Person (if other than the Company) expressly assumes, by deleting clauses (3)supplemental indenture, (4)substantially in the form of Exhibit F hereto, (5) executed and (8) thereof in their entiretydelivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and all references thereto contained elsewhere in the Indenture in their entiretypremium, if any, and by deleting interest on, all the references Notes, according to Restricted Subsidiary of the Company that is “Significant Subsidiary” set forth in each of clauses (6) and (7) thereoftheir tenor, and the due and punctual performance and observance of all references the covenants and conditions of this Indenture to Section 501 in be performed by the Indenture shall mean Section 501 as amended hereby;Company.
(b) [Intentionally omitted.]”
(iv) The second sentence text of Section 1102 shall be deleted in its entirety and replaced with the following text5.02 is hereby amended to read as follows: “The Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of the Company under this Indenture, but the predecessor company in the case of:
(a) a sale, transfer, assignment, conveyance or other disposition (unless such sale, transfer, assignment, conveyance or other disposition is of all or substantially all of the assets of the Company as an entirety or virtually as an entirety), or
(b) a lease, shall give notice not be released from any of redemptionthe obligations or covenants under this Indenture, which notice shall include all information referenced in Section 1104(1) through (8), including with respect to the Paying Agent and Trustee at least three Business Days but not more than 60 days before payment of the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained hereinNotes.”
(v) The first sentence text of Section 1104 shall be deleted in its entirety and replaced with 6.01 is hereby amended to read as follows:
(a) Each of the following text: is an “In Event of Default”:
(i) failure to make the case payment of any interest or Special Interest, if any, on the Notes issued under this Indenture when the same becomes due and payable, and such failure continues for a period of 30 days;
(ii) failure to make the payment of any principal of, or premium, if any, on, any of the Notes issued under this Indenture when the same becomes due and payable at their Stated Maturity, upon acceleration, redemption, required repurchase or otherwise;
(iii) failure to comply with Section 5.01;
(iv) failure to comply with any other covenant or agreement in the Notes or in this Indenture (other than a failure that is the subject of the foregoing clause (i), (ii) or (iii)), and such failure continues for 30 consecutive days after written notice is given to the Company as provided in clause (b) below;
(v) [Intentionally omitted.]
(vi) [Intentionally omitted.]
(vii) the Company pursuant to or within the meaning of any Bankruptcy Law:
(1) commences a voluntary case,
(2) consents to the entry of an optional redemption pursuant order for relief against it in an involuntary case,
(3) consents to the provisions appointment of Paragraphs 6 and 7 a custodian of it or for all or substantially all of its property,
(4) makes a general assignment for the benefit of its creditors, or
(5) generally is not paying its debts as they become due;
(viii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(1) is for relief against the Company in an involuntary case,
(2) appoints a custodian of the NotesCompany or for all or substantially all of the property of the Company, at least three Business Days but or
(3) orders the liquidation of the Company, and
(4) the order or decree remains unstayed an in effect for 60 consecutive days.
(ix) [Intentionally omitted.]
(b) A Default under clause (a)(iv) is not more an Event of Default in respect of the Notes until the Trustee or the Holders of not less than 60 days before a Redemption Date, 25% in aggregate principal amount of Notes than outstanding notify the Company shall mail of the Default, and the Company does not cure such Default within the time specified after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a notice ‘Notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered addressDefault.’”
(vi) All definitions The text of Section 8.02 is hereby amended to read as follows: “Upon the Company’s exercise under Section 8.01 of the option applicable to this Section 8.02, subject to the satisfaction of the conditions set forth in Section 101 8.04, the Company shall be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Debt represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Indenture Company, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest, including Special Interest, if any, on, such Notes when such payments are due, (b) the Company’s obligations with respect to such Notes under Article 2 and Section 4.02, (c) the rights, powers, trusts, privileges and immunities of the Trustee hereunder and the Company’s obligations in connection therewith and (d) this Article 8. If the Company exercises under Section 8.01 the option applicable to this Section 8.02, subject to the satisfaction of the conditions set forth in Section 8.04, payment of the Notes may not be accelerated because of an Event of Default. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03.”
(vii) The text of Section 8.04 is hereby amended to read as follows: “The Legal Defeasance option or Covenant Defeasance option may be exercised only if:
(a) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of, and interest, or Special Interest, if any, on, the Notes to be defeased to maturity or redemption, as the case may be;
(b) the company delivers to the Trustee a certificate from a nationally recognized firm of independent certified public accountants expressing their opinion that relate the payments of principal and interest including Special Interest, if any, when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to defined terms used solely in sections deleted by this Supplemental Indenture are hereby deleted in their entiretypay principal and interest, including Special Interest, if any, when due on all the Notes to be defeased to maturity or redemption, as the case may be;
(c) [Intentionally omitted.]
(d) such deposit does not constitute a default under any other agreement or instrument binding on the Company;
(e) [Intentionally omitted.]
(f) [Intentionally omitted.]
(g) [Intentionally omitted.]; and
(h) [Intentionally omitted.].”
Appears in 1 contract
Amendments to the Indenture. Effective at the time of payment or deposit with DTC (the “Payment Date”) of an amount of money sufficient to pay for all Notes validly tendered and accepted pursuant to the Tender Offer and Solicitation and to make all consent payments required under the Tender Offer and Solicitation:
(i) The Indenture is hereby amended as follows:
to delete Section 4.03 (i) Sections 703, 1004(bReports), 1005Section 4.05 (Taxes), 1008Section 4.06 (Stay, 1009Extension and Usury Laws), 1010Section 4.07 (Restricted Payments), 1011Section 4.08 (Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries), 1012Section 4.09 (Incurrence of Indebtedness and Issuance of Preferred Stock), 1013Section 4.10 (Asset Sales), 1014Section 4.11 (Transactions with Affiliates), 1015Section 4.12 (Liens), 1016 Section 4.13 (Corporate Existence), Section 4.14 (Offer to Repurchase Upon Change of Control), Section 4.15 (Limitation on Senior Subordinated Debt), Section 4.16 (Limitation on Issuances of Guarantees of Indebtedness), Section 4.17 (Additional Note Guarantees), Section 4.18 (Business Activities) and 1017 are hereby amended by deleting all such Sections Section 4.19 (Designation of Restricted and Unrestricted Subsidiaries) in their entirety and all references thereto contained elsewhere in the Indenture in their entirety;
(ii) Clause The Indenture is hereby amended to delete clauses (23) and (4) of Section 801 is hereby amended by deleting such clause 5.01 in its their entirety and all references thereto contained in Section 5.01 and elsewhere in the Indenture in their entirety;
(iii) The failure to comply with the terms of any of the Sections of the Indenture set forth in clauses (i) and (ii) above shall no longer constitute a Default or an Event of Default under the Indenture and shall no longer have any other consequence under the Indenture;
(iv) The Indenture is hereby amended to delete clauses (d), (e), (f) and (g) of Section 6.01 in their entirety and all references thereto contained in Section 6.01 and elsewhere in the Indenture in their entirety, and all references to Section 801 the occurrence of the events described in the Indenture shall mean Section 801 as amended hereby;
(iii) Section 501 is hereby amended by deleting clauses (3d), (4e), (5f) and (8) thereof in their entirety, and all references thereto contained elsewhere in the Indenture in their entirety, and by deleting the references to Restricted Subsidiary of the Company that is “Significant Subsidiary” set forth in each of clauses (6g) and (7) thereof, and all references to Section 501 in the Indenture shall mean Section 501 as amended hereby;
(iv) The second sentence of Section 1102 6.01 shall be deleted in its entirety and replaced with the following text: “The Company shall give notice no longer constitute Events of redemption, which notice shall include all information referenced in Section 1104(1) through (8), to the Paying Agent and Trustee at least three Business Days but not more than 60 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained herein.”Default;
(v) The first sentence Clause (c) of Section 1104 shall be 6.01 is hereby deleted and replaced in its entirety and replaced with by the following text: “In the case of an optional redemption pursuant to the provisions of Paragraphs 6 and 7 of the Notes, at least three Business Days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered address.”
(vi) All definitions set forth in Section 101 of the Indenture that relate to defined terms used solely in sections deleted by this Supplemental Indenture are hereby deleted in their entirety.following:
Appears in 1 contract
Samples: Supplemental Indenture (National Mentor Holdings, Inc.)
Amendments to the Indenture. Effective at the time of payment or deposit with the Depositary (the “Payment Date”) of an amount of money sufficient to pay for all Notes validly tendered and accepted pursuant to the Tender Offer and Solicitation and to make all consent payments required under the Tender Offer and Solicitation:
(i) The Indenture is hereby amended as follows:
to delete Section 4.03 (iReports) Sections 703, 1004(b(except to the extent required by the TIA), 1005Section 4.04 (Compliance Certificate) (except to the extent required by the TIA), 1008Section 4.05 (Taxes), 1009Section 4.06 (Stay, 1010Extension and Usury Laws), 1011Section 4.07 (Corporate Existence), 1012Section 4.08 (Payments for Consents), 1013Section 4.09 (Incurrence of Additional Debt and Issuance of Capital Stock), 1014Section 4.10 (Restricted Payments), 1015Section 4.11 (Liens), 1016 Section 4.12 (Asset Sales), Section 4.13 (Restrictions on Distributions from Restricted Subsidiaries), Section 4.14 (Affiliate Transactions), Section 4.15 (Issuance or Sale of Capital Stock of Restricted Subsidiaries), Section 4.16 (Designation of Restricted and 1017 are hereby amended by deleting all such Sections Unrestricted Subsidiaries), Section 4.18 (Future Subsidiary Guarantors), Section 4.19 (Business Activities), and Section 4.20 (No Senior Subordinated Debt) in their entirety and all references thereto contained elsewhere in the Indenture in their entirety;
(ii) Clause The Indenture is hereby amended to delete subsection (2iv) of Section 801 is hereby amended by deleting such clause 5.01(a) (Merger, Consolidation and Sale of Assets) in its entirety and all references thereto contained in Section 5.01 and elsewhere in the Indenture in their entirety, and all references to Section 801 in the Indenture shall mean Section 801 as amended hereby;
(iii) The Indenture is amended to delete the first paragraph of Section 501 is hereby amended by deleting clauses 3.03 (3), (4), (5Notice of Redemption) and (8) thereof in their entirety, and all references thereto contained elsewhere in the Indenture in their entirety, and by deleting the references to Restricted Subsidiary of the Company that is “Significant Subsidiary” set forth in each of clauses (6) and (7) thereof, and all references to Section 501 in the Indenture shall mean Section 501 as amended hereby;
(iv) The second sentence of Section 1102 shall be deleted in its entirety and replaced replace it with the following textfollowing: “The Company shall give notice of redemption, which notice shall include all information referenced in Section 1104(1) through (8), to the Paying Agent and Trustee at At least three 3 Business Days but not more than 60 days before the Redemption Date (unless prior to a shorter notice shall be satisfactory to the Trustee), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained herein.”
(v) The first sentence of Section 1104 shall be deleted in its entirety and replaced with the following text: “In the case of an optional redemption pursuant to the provisions of Paragraphs 6 and 7 of the Notes, at least three Business Days but not more than 60 days before a Redemption Datedate, the Company shall mail a notice of redemption mail, or cause to be mailed, by first class mail, postage prepaid, a notice of redemption to each Holder whose Notes are to be redeemed at its such Holder’s registered addressaddress appearing in the Security Register, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance pursuant to Article 8 hereof or a satisfaction and discharge pursuant to Article 11 hereof.”;
(iv) The failure to comply with the terms of any of the Sections of the Indenture set forth in clauses (i) and (ii) above shall no longer constitute a Default or an Event of Default under the Indenture and shall no longer have any other consequence under the Indenture;
(v) Section 6.01(c) of the Indenture is hereby amended to read, “the failure by the Company or any Restricted Subsidiary to comply with Section 5.01 hereof”;
(vi) The Indenture is hereby amended to delete clauses (d), (e), (f), (g) and (h) of Section 6.01 (Events of Default) in their entirety and all references thereto contained in Section 6.01 and elsewhere in the Indenture in their entirety, and the occurrence of the events described in clauses (d), (e), (f), (g) and (h) of Section 6.01 shall no longer constitute Defaults or Events of Default;
(vii) All definitions set forth in Section 101 1.01 of the Indenture that relate to defined terms used solely in sections deleted by this Supplemental Indenture are hereby deleted in their entirety; and
(viii) All references to Sections 5.01 and 6.01 of the Indenture shall mean Sections 5.01 and 6.01 as amended by this Supplemental Indenture.
Appears in 1 contract
Amendments to the Indenture. The Indenture is hereby amended as followsEffective upon the date hereof, with respect to all outstanding Notes:
(ia) Sections 7034.02, 1004(b)4.03, 10054.04, 10084.05, 10094.06, 10104.07, 10114.08, 10124.09, 10134.10, 10144.11, 10154.12, 1016 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20 and 1017 are hereby amended by deleting all such Sections in their entirety and all references thereto contained elsewhere in the Indenture in their entirety;
(ii) Clause (2) of Section 801 is hereby amended by deleting such clause in its entirety and all references thereto contained elsewhere in the Indenture in their entirety, and all references to Section 801 in the Indenture shall mean Section 801 as amended hereby;
(iii) Section 501 is hereby amended by deleting clauses (3), (4), (5) and (8) thereof in their entirety, and all references thereto contained elsewhere in the Indenture in their entirety, and by deleting the references to Restricted Subsidiary 4.21 of the Company that is “Significant Subsidiary” set forth in each of clauses (6) and (7) thereof, and all references to Section 501 in the Indenture shall mean Section 501 as amended hereby;
(iv) The second sentence of Section 1102 shall be deleted in its entirety and replaced with the following text: “The Company shall give notice of redemption, which notice shall include all information referenced in Section 1104(1) through (8), to the Paying Agent and Trustee at least three Business Days but not more than 60 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained herein.”
(v) The first sentence of Section 1104 shall be deleted in its entirety and replaced with the following text: “In the case of an optional redemption pursuant to the provisions of Paragraphs 6 and 7 of the Notes, at least three Business Days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered address.”
(vi) All definitions set forth in Section 101 of the Indenture that relate to defined terms used solely in sections deleted by this Supplemental Indenture are hereby deleted in their entirety, and the Company and the Guarantors are hereby released from their respective obligations thereunder.
(b) Section 4.22 of the Indenture is hereby replaced in its entirety as follows: “The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary at any time. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary at any time. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors giving effect to such designation. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company.”
(c) Article 5 of the Indenture is hereby deleted in its entirety, and the Company and the Guarantors are hereby released from their respective obligations thereunder.
(d) Clauses (3) through (8) of Section 6.01(a) are hereby deleted in their entirety, and the events described therein shall no longer constitute Events of Default under the Indenture.
(e) Article 13 of the Indenture is hereby deleted in its entirety, and the Company and the Guarantors are hereby released from their respective obligations thereunder, and the Trustee and the Collateral Agent are hereby directed to take any and all action necessary or desirable to effect the release of all of the Collateral from the Liens securing the Notes, including, without limitation, amendment and/or restatement of the Security Agreement, the Intercreditor Agreement and the Collateral Documents to release the Liens securing the Notes, the Indenture and the Guarantees and/or to make the Liens granted under the Security Agreement secure new secured notes and related guarantees issued by the Company and the Guarantors pursuant to their Offering Memorandum and Consent Solicitation Statement dated January 15, 2016 (the “Exchange Offer Document”), as contemplated by such Exchange Offer Document.
(f) Any failure by the Company or any Guarantor to comply with the terms of any of the provisions of the Indenture described in clauses (a), (c) or (e) or this Section 2 of this Supplemental Indenture (whether before or after the execution of this Supplemental Indenture) shall no longer constitute a Default or an Event of Default under the Indenture and shall no longer have any other consequence under the Indenture.
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Amendments to the Indenture. (a) The third sentence of the first paragraph of back face of the Note is hereby amended and restated in its entirety to read as follows: Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Issue Date; provided that the first Interest Payment Date for Notes issued prior to October 15, 2012 shall be April 15, 2012.
(b) The first sentence of clause (c) of Section 2.01 of the Indenture is hereby amended as follows:
(i) Sections 703, 1004(b), 1005, 1008, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1016 and 1017 are hereby amended by deleting all such Sections in their entirety and all references thereto contained elsewhere in the Indenture in their entirety;
(ii) Clause (2) of Section 801 is hereby amended by deleting such clause restated in its entirety to read as follows: Additional Notes ranking pari passu with the other Notes may be created and all references thereto contained elsewhere in issued from time to time by the Indenture in their entirety, and all references Issuer without notice to Section 801 in the Indenture shall mean Section 801 as amended hereby;
(iii) Section 501 is hereby amended by deleting clauses (3), (4), (5) and (8) thereof in their entirety, and all references thereto contained elsewhere in the Indenture in their entirety, and by deleting the references to Restricted Subsidiary or consent of the Company Holders and shall be consolidated with and form a single class with the other Notes and shall have the same terms as to status, redemption or otherwise as the other Notes; provided that is “Significant Subsidiary” the Issuer’s ability to issue Additional Notes shall be subject, among other things, to the Issuer’s compliance with Section 4.11 hereof; provided further that in connection with the payment of PIK Interest, the Issuer may, without the consent of the Holders (and without regard to any restrictions or limitations set forth in each Section 4.11 hereof), increase the outstanding principal amount of clauses (6) and (7) thereofthe Notes or issue PIK Notes; provided further that, and all references to notwithstanding this Section 501 2.01(c), the Issuer may issue Additional Notes in the Indenture shall mean accordance with Section 501 as amended hereby;2.13.
(iv) The second sentence of Section 1102 shall be deleted in its entirety and replaced with the following text: “The Company shall give notice of redemption, which notice shall include all information referenced in Section 1104(1) through (8), to the Paying Agent and Trustee at least three Business Days but not more than 60 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained herein.”
(vc) The first sentence of Section 1104 shall be deleted 2.13 of the Indenture is hereby amended and restated in its entirety and replaced to read as follows: The Issuer may, without the consent of the Noteholders, issue additional Notes hereunder (i) with the following text: same terms, and if permissible as a “In qualified reopening” for U.S. federal income tax purposes, with the case same CUSIP number as the Notes initially issued hereunder or (ii) with terms that provide that such additional Notes will be subordinated to the Notes initially issued hereunder, including with respect to lien priority upon the occurrence of an optional redemption pursuant to Event of Default under Section 7.01(a)(vi), but otherwise with the provisions of Paragraphs 6 same terms as the Notes initially issued hereunder and 7 of with a different CUSIP number as the NotesNotes initially issued hereunder, at least three Business Days but not more than 60 days before a Redemption Datein each case in an unlimited aggregate principal amount, which will form the Company shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose same series with the Notes are to be redeemed at its registered addressinitially issued hereunder.”
(vid) All definitions set forth in Section 101 2.13 of the Indenture is hereby amended to add the following paragraphs after the first paragraph of Section 2.13, which shall only be binding on those holders of Notes who gave their consent to the Proposed Amendments: In the event that relate an Additional Note is issued pursuant to defined this Section 2.13 and in reliance on Section 4.11(b)(xxiii) in an amount not to exceed $40.0 million in aggregate principal amount (such Additional Note, the “New Note”), the initial holder of the New Note shall have the right, only upon the occurrence of an Event of Default under Section 7.01(a)(vi) and only if such initial holder shall continue to hold the entire initial principal amount of the New Note, to purchase all, but not less than all, other outstanding Notes from the Holders thereof at a purchase price equal to the principal amount of such Notes, plus accrued and unpaid interest to, but not including, the date of purchase. Such purchase shall be consummated upon reasonable notice to the Trustee and the Holders of the Notes and upon such other terms used solely as shall be reasonably acceptable to the Trustee, except that any such purchase notice to the Trustee and the Holders shall be given no later than 15 days before the date of such purchase. Provided that the initial holder of the New Note has caused the deposit of funds with the Trustee sufficient to consummate the purchase of the outstanding Notes on the purchase date, the Notes subject to the purchase right shall be deemed automatically transferred by the Holder to the initial holder of the New Note on the purchase date without any further action by the Holder. THE FOREGOING PURCHASE RIGHT IN FAVOR OF THE HOLDER OF THE NEW NOTE (THE “REPURCHASE RIGHT”) IS A MATERIAL INDUCEMENT TO SUCH HOLDER’S PARTICIPATION IN AN OVERALL RESTRUCTURING OF THE COMPANY THAT PROVIDES SUBSTANTIAL BENEFIT AND CONSIDERATION TO THE HOLDERS OF EXISTING NOTES. AS NOTED ELSEWHERE, THE NEW NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE NOTES AND NOTE GUARANTEES INITIALLY ISSUED UNDER THE INDENTURE IN THE EVENT OF A BANKRUPTCY OF THE COMPANY. IN THE EVENT A HOLDER OF NOTES FAILS TO COMPLY WITH THE REPURCHASE RIGHT (A “NON-COMPLIANT HOLDER”), THE HOLDER OF THE NEW NOTE SHALL NOT BE SUBORDINATED IN RIGHT OF PAYMENT IN ANY WAY WITH RESPECT TO THE NON-COMPLIANT HOLDER, WHETHER UNDER THIS INDENTURE, THE NOTE GUARANTEES OR OTHERWISE.
(e) Clause (b)(v) of Section 4.11 of the Indenture is hereby amended and restated in sections deleted by this Supplemental Indenture are hereby deleted in their entirety.its entirety to read as follows:
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Amendments to the Indenture. Effective upon the Effective Date:
(i) The Indenture is hereby amended to delete, Section 3.09 (Purchase of Securities at Option of the Holder upon Repurchase Change in Control), Section 3.10 (Effect of Purchase Notice or Repurchase Change in Control Purchase Notice) (in part as follows:to Repurchase Change in Control Purchase Notice), Section 3.11 (Deposit of Purchase Price or Repurchase Change in Control Purchase Price) (in part as to Repurchase Change in Control Purchase Price), Section 3.12 (Securities Purchased in Part), Section 3.13 (Covenant to Comply with Securities Laws upon Purchase of Securities) (in part as to Section 3.09), Section 3.14 (Repayment to the Company) (in part as to Repurchase Change in Control Purchase Price) and Section 4.05 (Maintenance of Office or Agency).
(ii) The Indenture is hereby amended to delete Section 4.02 (SEC and other Reports), Section 4.03 (Compliance Certificate) and Section 4.06 (Delivery of Certain Information) in their entirety and such sections are hereby replaced with the following: “The Company shall comply with Section 314 of the TIA.”;
(iii) The failure to comply with the terms of any of the foregoing Sections of the Indenture shall no longer constitute a Default or an Event of Default under the Indenture and shall no longer have any other consequence under the Indenture;
(iv) The Indenture is hereby amended to delete clauses (c), (d), (e), (g), (h) and (i) Sections 703, 1004(b), 1005, 1008, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1016 and 1017 are hereby amended by deleting all such Sections of Section 6.01 in their entirety and all references thereto contained elsewhere in the Indenture in their entirety;
(ii) Clause (2) of Section 801 is hereby amended by deleting such clause in its entirety 6.01 and all references thereto contained elsewhere in the Indenture in their entirety, and all references to the occurrence of the events described in clauses (c), (d), (e), (g), (h) and (i) of Section 801 in the Indenture 6.01 shall mean Section 801 as amended herebyno longer constitute Events of Default;
(iii) Section 501 is hereby amended by deleting clauses (3), (4), (5) and (8) thereof in their entirety, and all references thereto contained elsewhere in the Indenture in their entirety, and by deleting the references to Restricted Subsidiary of the Company that is “Significant Subsidiary” set forth in each of clauses (6) and (7) thereof, and all references to Section 501 in the Indenture shall mean Section 501 as amended hereby;
(iv) The second sentence of Section 1102 shall be deleted in its entirety and replaced with the following text: “The Company shall give notice of redemption, which notice shall include all information referenced in Section 1104(1) through (8), to the Paying Agent and Trustee at least three Business Days but not more than 60 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained herein.”
(v) The first sentence of Section 1104 shall be deleted in its entirety and replaced with the following text: “In the case of an optional redemption pursuant to the provisions of Paragraphs 6 and 7 of the Notes, at least three Business Days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered address.”
(vi) All definitions set forth in Section 101 Sections 1.01 and 1.02 of the Indenture that relate to defined terms used solely in sections deleted by this Supplemental Indenture are hereby deleted in their entirety;
(vi) All references to Section 6.01 of the Indenture shall mean Section 6.01 as amended by this Supplemental Indenture.
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Amendments to the Indenture. The Indenture shall be amended as set forth in this Section 1.1. Text that shall be added to the Indenture is hereby double underlined and text shall be eliminated from the Indenture is stricken through.
(a) Section 4.05 of the Indenture (Existence) shall be amended and restated in full as follows: Subject to Article 11, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.
(b) Clause (a) of Section 11.01 of the Indenture (Consolidation, Merger, Sale, Conveyance and Lease) shall be amended and restated in full as follows:
(a) the resulting, surviving or transferee Person (the “Successor Company”), if not the Company, shall be (i) Sections 703, 1004(b), 1005, 1008, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1016 and 1017 are hereby amended by deleting all such Sections in their entirety and all references thereto contained elsewhere in the Indenture in their entirety;
a corporation or (ii) Clause (2) a limited liability company or limited partnership, in each case organized and existing under the laws of Section 801 is hereby amended by deleting such clause in its entirety and all references thereto contained elsewhere the United States of America, any State thereof or the District of Columbia, provided that in the Indenture in their entirety, and all references to Section 801 in the Indenture shall mean Section 801 as amended hereby;
case of clause (iii) Section 501 is hereby amended by deleting clauses (3ii), (4)x) unless such limited liability company or limited partnership is treated as (A) a corporation or (B) an entity disregarded as separate from a corporation, in each case, for U.S. federal income tax purposes, the Company will have received an opinion of a nationally recognized tax counsel to the effect that such transaction or series of related transactions will not be treated as an exchange under Section 1001 of the United States Internal Revenue Code of 1986, as amended, for holders of the Notes and (5y) such limited liability company or limited partnership shall be a direct or indirect, Wholly Owned Subsidiary of a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and immediately after giving effect to such transaction, the Reference Property shall consist of common stock of such corporation and/or cash, and in the case of each of clause (i) and (8) thereof in their entiretyii) the Successor Company (if not the Company) shall expressly assume, and by supplemental indenture all references thereto contained elsewhere in of the Indenture in their entirety, and by deleting the references to Restricted Subsidiary obligations of the Company that is “Significant Subsidiary” set forth in each of clauses (6) under the Notes and (7) thereof, and all references to Section 501 in the Indenture shall mean Section 501 as amended hereby;this Indenture; and
(ivc) The second sentence of Section 1102 shall be deleted in its entirety and replaced with the following text: “The Company shall give notice of redemption, which notice shall include all information referenced in Section 1104(1) through (8), to the Paying Agent and Trustee at least three Business Days but not more than 60 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained herein.”
(v) The first sentence of Section 1104 shall be deleted in its entirety and replaced with the following text: “In the case of an optional redemption pursuant to the provisions of Paragraphs 6 and 7 of the Notes, at least three Business Days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered address.”
(vi) All definitions set forth in Section 101 12.01 of the Indenture that relate to defined terms used solely (Indenture and Notes Solely Corporation Obligations) shall be amended and restated in sections deleted by this Supplemental Indenture are hereby deleted in their entirety.full as follows:
Appears in 1 contract
Samples: First Supplemental Indenture (Slack Technologies, Inc.)
Amendments to the Indenture. Effective upon the Effective Date:
(i) The Indenture is hereby amended as follows:
to delete Section 801 (i) Sections 703Company May Consolidate, 1004(bEtc., Only on Certain Terms), 1005Section 802 (Successor Substituted), 1008Section 1002 (Maintenance of Office or Agency), 1009Section 1006 (Maintenance of Properties), 1010Section 1007 (Payment of Taxes and Other Claims), 1011, 1012, 1013, 1014, 1015, 1016 Section 1008 (Limitation on Liens on Stock or Indebtedness of Significant Subsidiary) and 1017 are hereby amended by deleting all such Sections in their entirety and all references thereto contained elsewhere in the Indenture in their entirety;Section 1011 (Additional Guarantors).
(ii) Clause (2) of Section 801 The Indenture is hereby amended to delete Section 1004 (Statement by deleting such clause Officers as to Default) in its entirety and all references thereto contained elsewhere in such section is hereby replaced with the Indenture in their entirety, and all references to following: “The Company shall comply with Section 801 in 314 of the Indenture shall mean Section 801 as amended hereby;TIA.”
(iii) Section 501 The failure to comply with the terms of any of the foregoing Sections of the Indenture shall no longer constitute a Default or an Event of Default under the Indenture and shall no longer have any other consequence under the Indenture;
(iv) The Indenture is hereby amended by deleting to delete clauses (3), (4), (5) ), (6), (7), (8) and (8) thereof 9) of Section 501 in their entirety, entirety and all references thereto contained in Section 501 and elsewhere in the Indenture in their entirety, and by deleting the references to Restricted Subsidiary occurrence of the Company that is “Significant Subsidiary” set forth events described in each of clauses (3), (4), (5), (6) ), (7), (8) and (79) thereof, and all references to of Section 501 in the Indenture shall mean Section 501 as amended herebyno longer constitute Events of Default;
(iv) The second sentence of Section 1102 shall be deleted in its entirety and replaced with the following text: “The Company shall give notice of redemption, which notice shall include all information referenced in Section 1104(1) through (8), to the Paying Agent and Trustee at least three Business Days but not more than 60 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained herein.”
(v) The first sentence of Section 1104 shall be deleted in its entirety and replaced with the following text: “In the case of an optional redemption pursuant to the provisions of Paragraphs 6 and 7 of the Notes, at least three Business Days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered address.”
(vi) All definitions set forth in Section 101 of the Indenture that relate to defined terms used solely in sections deleted by this Supplemental Indenture are hereby deleted in their entirety;
(vi) All references to Section 501 of the Indenture shall mean Section 501 as amended by this Supplemental Indenture.
Appears in 1 contract
Amendments to the Indenture. (a) The Indenture is hereby amended by deleting each of the following sections, or subsections, as followsthe case may be, in its entirety and, in the case of each such section or subsection so deleted, inserting in lieu thereof the phrase “[Intentionally Omitted]”:
(i) Sections 703, 1004(bSection 4.04 (Maintenance of Corporate Existence), 1005, 1008, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1016 and 1017 are hereby amended by deleting all such Sections in their entirety and all references thereto contained elsewhere in the Indenture in their entirety;
(ii) Clause Section 4.05 (2) Payment of Section 801 is hereby amended by deleting such clause in its entirety Taxes and all references thereto contained elsewhere in the Indenture in their entirety, and all references to Section 801 in the Indenture shall mean Section 801 as amended herebyClaims);
(iii) Section 501 4.07 (Reporting Requirements);
(iv) Section 4.08 (Available Information);
(v) Section 4.09 (Limitations on the Issuer);
(vi) Section 4.10 (Limitations on Transactions with Affiliates);
(vii) Section 4.11 (Repurchase of Notes upon a Change of Control);
(viii) subsection (iii) of Section 5.01 (Limitation on Consolidation, Merger or Transfer of Assets); and
(ix) Sections 6.01(c), (d), (e), (f), (g), (h) and (j) (Events of Default).
(b) The Indenture is hereby amended by deleting clauses the following words within subsection (3)i) of Section 5.01 (Limitation on Consolidation, Merger or Transfer of Assets): “shall be a Person organized and existing under the laws of Brazil or the United States, or any other country (4), (5or political subdivision thereof) that is a member country of the European Union or of the Organisation for Economic Co-operation and (8) thereof in their entiretyDevelopment on the date of this Indenture, and all references thereto contained elsewhere in the Indenture in their entirety, and by deleting the references to Restricted Subsidiary of the Company that is “Significant Subsidiary” set forth in each of clauses (6) and (7) thereof, and all references to Section 501 in the Indenture shall mean Section 501 as amended hereby;
(iv) The second sentence of Section 1102 shall be deleted in its entirety and replaced with the following text: “The Company shall give notice of redemption, which notice shall include all information referenced in Section 1104(1) through (8), to the Paying Agent and Trustee at least three Business Days but not more than 60 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained hereinPerson.”
(vc) The first sentence Any provision contained in the Notes that relates to any provision of the Indenture as amended by this Section 1104 2.01 shall likewise be deleted amended so that any such provision contained in its entirety the Notes will conform to and replaced be consistent with any provision of the following text: “In the case of an optional redemption pursuant to Indenture as amended by this Supplemental Indenture.
(d) Any definition used exclusively in the provisions of Paragraphs 6 and 7 of the Notes, at least three Business Days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered address.”
(vi) All definitions set forth in Section 101 of the Indenture and the Notes that relate are deleted pursuant to defined terms used solely in sections deleted by this Supplemental Indenture Section 2.01 are hereby deleted in their entiretyentirety from the Indenture and the Notes. All references in the Indenture and the Notes to any sections or subsection of the Indenture set forth in Section 2.01(a), any and all obligations thereunder and any Event of Default related solely to such sections and subsection, are hereby deleted throughout the Indenture and the Notes.
Appears in 1 contract
Samples: Supplemental Indenture (Azul Sa)
Amendments to the Indenture. (a) The following provisions of the Indenture is hereby amended as follows:
(i) Sections 703, 1004(b), 1005, 1008, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1016 and 1017 are hereby amended by deleting all such Sections references thereto in the Indenture will be deleted in their entirety and all references thereto contained elsewhere in the Company shall be released from its obligations under the following provisions of the Indenture in their entirety;with respect to the Notes, provided that the section numbers will remain and the word “[reserved]” shall replace the title thereto: • Reports (Section 4.03) • Incurrence of Non-Guarantor Indebtedness and Issuance of Non-Guarantor Preferred Stock (Section 4.07) • Limitation on Sale and Leaseback Transactions (Section 4.08) • Liens (Section 4.10) • Offer to Repurchase Upon Change of Control Triggering Event (Section 4.11) • Corporate Existence (Section 4.12) • Additional Guarantors (Section 4.13) • Clause (a) of Merger, Consolidation, or Sale of Assets (Section 5.01) Failure to comply with the terms of any of the foregoing provisions of the Indenture shall no longer constitute a Default or an Event of Default under the Indenture and shall no longer have any other consequence under the Indenture with respect to the Notes.
(iib) Clause (2c) of Section 801 is hereby 6.01 (Events of Default) of the Indenture shall be amended by deleting such clause in its entirety and all references thereto contained elsewhere in “the Indenture in their entirety, and all references to Section 801 in the Indenture shall mean Section 801 as amended hereby;Issuer or”.
(iiic) Section 501 is hereby amended by deleting clauses Clauses (3d), (4e), (5f), (h), (i) and (8) thereof in their entirety, and all references thereto contained elsewhere in j) of Section 6.01 (Events of Default) of the Indenture in their entirety, and by deleting the references to Restricted Subsidiary of the Company that is “Significant Subsidiary” set forth in each of clauses (6) and (7) thereof, and all references to Section 501 in the Indenture shall mean Section 501 as amended hereby;
(iv) The second sentence of Section 1102 shall be deleted in its their entirety and replaced with the following text: “The Company shall give notice of redemption, which notice shall include all information referenced in Section 1104(1) through (8), respect to the Paying Agent and Trustee at least three Business Days but not more than 60 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained herein.”
(v) The first sentence of Section 1104 shall be deleted in its entirety and replaced with the following text: “In the case of an optional redemption pursuant to the provisions of Paragraphs 6 and 7 of the Notes, at least three Business Days but not more than 60 days before a Redemption Dateincluding all references thereto, provided that the Company section numbers will remain and the word “[reserved]” shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered addressreplace the title thereto.”
(vid) All definitions set forth in Section 101 of the Indenture that relate to defined terms used solely in sections provisions deleted by this Supplemental Indenture are hereby hereby, and any definitions used exclusively within such definitions, shall be deleted in their entiretyentirety from the Indenture and the Notes, including all references thereto.
Appears in 1 contract
Samples: Second Supplemental Indenture (Delphi Technologies PLC)
Amendments to the Indenture. The Following the execution and delivery by the Company and the Trustee of this Sixth Supplemental Indenture, the terms hereof shall become operative on the initial date (the “Operative Date”) of acceptance for purchase by the Company of the Notes validly tendered in the tender offer contemplated by the Offer to Purchase and Consent Solicitation Statement. Effective as of the Operative Date, this Sixth Supplemental Indenture hereby amends the Indenture and the Notes as provided for herein. If the Operative Date does not occur, then the terms of this Sixth Supplemental Indenture shall be null and void and the Indenture and the Notes shall continue in full force and effect without any modification or amendment hereby. As of the Operative Date, solely with respect to the Notes:
A. Section 106 (Notice to Holders of Securities; Waiver) is hereby amended to add the following at the end of such section: Except as follows:
(i) Sections 703otherwise specified herein, 1004(b), 1005, 1008, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1016 and 1017 so long as any Securities are hereby amended by deleting all such Sections in their entirety and all references thereto contained elsewhere registered in the Indenture in their entirety;
(ii) Clause (2) name of Section 801 is hereby amended by deleting such clause in its entirety and all references thereto contained elsewhere in the Indenture in their entiretyCede & Co., as nominee for The Depository Trust Company, or another Depositary, and all references subject to Section 801 in any listing requirements, notices, reports and other information that are required to be sent to the Indenture shall mean Section 801 as amended hereby;Holders of such Securities may be given by delivery of the relevant notice to The Depository Trust Company for communication by The Depository Trust Company to entitled participants and account holders of such clearing systems.
(iii) Section 501 is hereby amended by deleting B. Each of clauses (3), (4), (5), (6), (7) and (8) thereof in their entirety, and all references thereto contained elsewhere in the Indenture in their entirety, and by deleting the references to Restricted Subsidiary of the Company that is “Significant Subsidiary” set forth in each of clauses (6) and (7) thereof, and all references to Section 501 in the Indenture shall mean Section 501 as amended hereby;
(ivEvents of Default) The second sentence of Section 1102 shall be is hereby deleted in its entirety and replaced with the following text: text “The Company shall give notice Intentionally omitted.” All textual references in the Indenture exclusively relating to clauses (3), (4), (5), (6), (7) and (8) of redemptionSection 501 and any and all obligations thereunder are hereby deleted, which notice shall include all information referenced in Section 1104(1) through (8)and such clauses, to the Paying Agent references and Trustee at least three Business Days but not more than 60 days before the Redemption Date (unless a shorter notice obligations shall be satisfactory to the Trustee)of no further force or effect.
C. Section 515 (Waiver of Usury, together with an Officers’ Certificate stating that such redemption will comply with the conditions contained herein.”
(vStay or Extension Laws) The first sentence of Section 1104 shall be is hereby deleted in its entirety and replaced with the following texttext “Intentionally omitted.” All textual references in the Indenture to Section 515 and any and all obligations thereunder are hereby deleted, and such section, references and obligations shall be of no further force or effect.
D. Section 704 (Reports by Company) is hereby amended and restated in its entirety so that Section 704 reads as follows: “In The Company shall file with the case of an optional redemption Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the provisions Trust Indenture Act at the times and in the manner provided pursuant to such Act. To the extent such information, documents or reports are filed with the Commission and required to be delivered to the Trustee or the Holders, the availability of Paragraphs 6 such information, documents or reports on the Commission's Electronic Data Gathering Analysis and 7 Retrieval system or any successor thereto or the Company's website will be deemed to have satisfied such delivery requirements to the Trustee or the Holders, as applicable.
E. Section 801 (Company May Consolidate, Etc., Only on Certain Terms) is hereby deleted in its entirety and replaced with the text “Intentionally omitted.” All textual references in the Indenture to Section 801 and any and all obligations thereunder are hereby deleted, and such section, references and obligations shall be of no further force or effect.
F. Section 1005 (Corporate Existence) is hereby deleted in its entirety and replaced with the text “Intentionally omitted.” All textual references in the Indenture to Section 1005 and any and all obligations thereunder are hereby deleted, and such section, references and obligations shall be of no further force or effect.
G. Section 1006 (Maintenance of Properties) is hereby deleted in its entirety and replaced with the text “Intentionally omitted.” All textual references in the Indenture to Section 1006 and any and all obligations thereunder are hereby deleted, and such section, references and obligations shall be of no further force or effect.
H. Section 1007 (Payment of Taxes and Other Claims) is hereby deleted in its entirety and replaced with the text “Intentionally omitted.” All textual references in the Indenture to Section 1007 and any and all obligations thereunder are hereby deleted, and such section, references and obligations shall be of no further force or effect.
I. Section 1008 (Purchase of Securities by Company or Subsidiary) is hereby deleted in its entirety and replaced with the text “Intentionally omitted.” All textual references in the Indenture to Section 1008 and any and all obligations thereunder are hereby deleted, and such section, references and obligations shall be of no further force or effect.
J. Section 1009 (Limitation on Liens) is hereby deleted in its entirety and replaced with the text “Intentionally omitted.” All textual references in the Indenture to Section 1009 and any and all obligations thereunder are hereby deleted, and such section, references and obligations shall be of no further force or effect.
K. Section 1010 (Limitation on Sale and Lease-Back) is hereby deleted in its entirety and replaced with the text “Intentionally omitted.” All textual references in the Indenture to Section 1010 and any and all obligations thereunder are hereby deleted, and such section, references and obligations shall be of no further force or effect.
L. The second sentence of Section 1102 (Election to Redeem; Notice to Trustee) is hereby amended to read as follows: In case of any redemption at the election of the Notes, Company of less than all the Securities of any series the Company will notify the Trustee at least three five Business Days but prior to giving notice of redemption, or a shorter period as may be satisfactory to the Trustee, of the Redemption Date, the aggregate principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed.
M. Section 1104 (Notice of Redemption) is hereby amended to replace the number 30 with the number 15 in the first sentence of Section 1104.
N. Section 1104 (Notice of Redemption) is hereby amended to add the following to the end of such section: Any notice of redemption of Securities to be redeemed at the option of the Company may state that such redemption shall be conditional, in the Company’s discretion, on one or more conditions precedent, and that such conditional notice of redemption may be rescinded by the Company if it determines that any or all such conditions will not more than 60 days before be satisfied by the Redemption Date, and that in such event, such redemption notice shall be of no further force or effect and the Company shall not be required to redeem the applicable Securities on the Redemption Date or otherwise. In the event a notice of redemption contains such a condition or conditions and the Company determines that any or all such conditions will not be satisfied prior to the Redemption Date, the Company shall mail a provide written notice to the Trustee prior to the close of business at least one Business Day prior to the Redemption Date. Such notice may provide that the redemption notice shall be rescinded and the redemption shall not occur, as determined by the Company in accordance with the preceding paragraph and, upon receipt of such notice, the notice of redemption by first class mailshall be rescinded and the redemption shall not occur, postage prepaidas provided in such notice. Upon receipt of such notice, the Trustee shall provide such notice to each Holder whose Notes are of the applicable Securities in the same manner in which the notice of redemption was provided.
O. The first sentence of the first paragraph of Section 1106 (Securities Payable on Redemption Date) is hereby amended to read as follows: Notice of redemption having been given as aforesaid and, in the case of a conditional notice of redemption, not thereafter rescinded in accordance with Section 1104, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest, if any) such Securities shall cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent provided below, shall be void.
P. The last paragraph of Section 1106 (Securities Payable on Redemption Date) is hereby amended to read as follows: Except, in the case of a redemption of Securities to be redeemed at the option of the Company, where the redemption notice therefor has been rescinded in accordance with Section 1104, if any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.
Q. Each of clauses (2), (3), (4), (5), (6), (7) and (9) of Section 1304 (Conditions to Defeasance or Covenant Defeasance) is hereby deleted in its registered addressentirety and replaced with the text “Intentionally omitted.”” All textual references in the Indenture exclusively relating to clauses (2), (3), (4), (5), (6), (7) and (9) of Section 1304 and any and all obligations thereunder are hereby deleted, and such clauses, references and obligations shall be of no further force or effect.
(vi) R. All definitions in the Indenture which are used exclusively in the sections and clauses deleted pursuant to the foregoing provisions of this Sixth Supplemental Indenture or whose sole use or uses in the Indenture were eliminated in the amendments set forth above are hereby deleted. All cross-references in Section 101 of the Indenture that relate to defined terms used solely in sections and clauses deleted by this Supplemental Indenture are hereby the foregoing provisions shall also be deleted in their entirety.
S. To the extent that the Notes include any of the sections, clauses or definitions to be deleted or amended pursuant to the foregoing provisions of this Sixth Supplemental Indenture, such provisions of the Notes shall be deemed deleted or amended as applicable.
Appears in 1 contract
Amendments to the Indenture. Effective at the time of payment or deposit with DTC (the “Payment Date”) of an amount of money sufficient to pay for all Notes validly tendered and accepted pursuant to the Tender Offer and Solicitation and to make all consent payments required under the Tender Offer and Solicitation:
(i) The Indenture is hereby amended as follows:
to delete Section 4.02 (i) Sections 703, 1004(bMaintenance of Office or Agency), 1005Section 4.03 (Reports), 1008Section 4.04 (Compliance Certificate), 1009Section 4.05 (Taxes), 1010Section 4.06 (Stay, 1011Extension and Usury Laws), 1012Section 4.07 (Restricted Payments), 1013Section 4.08 (Dividend and Other Payment Restrictions Affecting Subsidiaries), 1014Section 4.09 (Incurrence of Indebtedness and Issuance of Preferred Stock), 1015Section 4.10 (Asset Sales), 1016 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), Section 4.16 (Limitation on Sale and 1017 are hereby amended by deleting all such Sections Leaseback Transactions), Section 4.18 (Additional Subsidiary Guarantees), Section 4.19 (Designation of Restricted and Unrestricted Subsidiaries), Section 4.20 (Changes in Covenant When Notes Rated Investment Grade), Section 5.01 (Merger, Consolidation, or Sale of Assets) and Section 5.02 (Successor Corporation Substituted) in their entirety and all references thereto contained elsewhere in the Indenture in their entirety;
(ii) Clause (2) The failure to comply with the terms of Section 801 is hereby amended by deleting such clause in its entirety and all references thereto contained elsewhere in any of the Indenture in their entirety, and all references to Section 801 in foregoing Sections of the Indenture shall mean Section 801 as amended herebyno longer constitute a Default or an Event of Default under the Indenture and shall no longer have any other consequence under the Indenture;
(iii) Section 501 The Indenture is hereby amended by deleting to delete clauses (3), (4), (5), (6), (7), (8), (9) and (8) thereof 10) of Section 6.01 in their entirety, entirety and all references thereto contained in Section 6.01 and elsewhere in the Indenture in their entirety, and by deleting the references to Restricted Subsidiary occurrence of the Company that is “Significant Subsidiary” set forth events described in each of clauses (3), (4), (5), (6), (7), (8), (9) and (710) thereof, and all references to of Section 501 in the Indenture 6.01 shall mean Section 501 as amended herebyno longer constitute Events of Default;
(iv) The second sentence of Section 1102 shall be deleted in its entirety and replaced with the following text: “The Company shall give notice of redemption, which notice shall include all information referenced in Section 1104(1) through (8), to the Paying Agent and Trustee at least three Business Days but not more than 60 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained herein.”
(v) The first sentence of Section 1104 shall be deleted in its entirety and replaced with the following text: “In the case of an optional redemption pursuant to the provisions of Paragraphs 6 and 7 of the Notes, at least three Business Days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered address.”
(vi) All definitions set forth in Section 101 1.01 of the Indenture that relate to defined terms used solely in sections deleted by this Supplemental Indenture are hereby deleted in their entirety; and
(v) All references to Section 6.01 of the Indenture shall mean Section 6.01 as amended by this Supplemental Indenture.
Appears in 1 contract
Amendments to the Indenture. The Indenture is hereby amended as follows:
(i) Sections 7034.05, 1004(b)4.07, 10054.08, 10084.10, 10094.13, 10104.15, 10114.16, 10124.17, 1013, 1014, 1015, 1016 4.19 and 1017 4.20 are hereby amended by deleting all such Sections in their entirety and all references thereto contained elsewhere in the Indenture in their entiretyentirety and these Sections shall be of no further force and effect and the words “[INTENTIONALLY OMITTED]” shall be inserted, in each case, in place of the deleted text;
(ii) Clause (2) The text of Section 801 4.09 is hereby amended to read as follows:
(a) The Company will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness which by deleting its terms (or by the terms of any agreement governing such clause Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its entirety terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes or the applicable Guarantee, as the case may be, to the same extent and all references thereto contained elsewhere in the Indenture same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such Guarantor, as the case may be. For purposes of the foregoing, no Indebtedness will be deemed to be subordinated in their entirety, and all references right of payment to Section 801 any other Indebtedness of the Company or any Guarantor solely by virtue of such Indebtedness being unsecured or by virtue of the fact that the holders of such Indebtedness have entered into one or more intercreditor agreements giving one or more of such holders priority over the other holders in the Indenture shall mean Section 801 as amended hereby;collateral held by them.
(b) [Intentionally omitted].”
(iii) The text of Section 501 4.14 is hereby amended by deleting clauses to read as follows: “Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence in accordance with the organizational documents (3)as the same may be amended from time to time) of the Company.”
(iv) The text of Section 5.01 is hereby amended to read as follows:
(a) The Company will not, in a single transaction or series of related transactions, consolidate with, or merge with or into, any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (4), (5) and (8) thereof in their entirety, and all references thereto contained elsewhere in the Indenture in their entirety, and by deleting the references to or cause or permit any Restricted Subsidiary of the Company that is “Significant Subsidiary” set forth in each to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of clauses the Company’s assets (6determined on a consolidated basis for the Company and the Restricted Subsidiaries) and (7) thereof, and all references whether as an entirety or substantially as an entirety to Section 501 in the Indenture shall mean Section 501 as amended hereby;any Person unless:
(iv1) The second sentence of Section 1102 either:
(a) the Company shall be deleted the surviving or continuing corporation; or
(b) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition such properties and assets of the Company and of the Company’s Restricted Subsidiaries substantially as an entirety (the “Surviving Entity”): shall expressly assume, by supplemental indenture (in its entirety form and replaced with the following text: “The Company shall give notice of redemption, which notice shall include all information referenced in Section 1104(1) through (8), to the Paying Agent and Trustee at least three Business Days but not more than 60 days before the Redemption Date (unless a shorter notice shall be substance satisfactory to the Trustee), together executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Notes and the performance of every covenant of the Notes, the Indenture and the Registration Rights Agreement on the part of the Company to be performed or observed;
(2) [Intentionally omitted];
(3) [Intentionally omitted];
(4) [Intentionally omitted]. The Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the Notes with the same effect as if such surviving entity had been named as such.
(b) [Intentionally omitted].”
(vi) The text of Section 6.01 is hereby amended to read as follows: “Each of the following events constitutes an “Event of Default”:
(a) the failure to pay interest on any Notes when the same becomes due and payable and such default continues for 30 days;
(b) the failure to pay the principal of, or premium, if any, on any Notes, when such principal or premium becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer and including the failure to make a special mandatory redemption when required by Section 3.08);
(c) a default in the observance or performance of any other covenant or agreement described under Article 4 contained in this Indenture which default continues for 30 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01, which will constitute an Event of Default with such notice requirement but without such passage of time requirement);
(d) [Intentionally omitted];
(e) [Intentionally omitted];
(f) a court of competent jurisdiction enters a decree or order under Bankruptcy Law for
(i) relief against the Company in an involuntary case;
(ii) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or for all or substantially all of the property and assets of the Company; or
(iii) the winding up or liquidation of the affairs of the Company and, in each case, such decree or order shall remain unstayed and in effect for a period of [90] consecutive days;
(g) the Company, pursuant to or within the meaning of applicable Bankruptcy Law:
(i) commences a voluntary case or proceeding, or consents to the entry of an order for relief in an involuntary case,
(ii) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or for all or substantially all of the property and assets of the Company,
(iii) makes any general assignment for the benefit of creditors; or
(h) any Guarantee of a Significant Subsidiary ceases to be in full force and effect (other than by reason of release of a Guarantor in accordance with the terms of this Indenture) or any Guarantee of a Significant Subsidiary is declared to be null and void and unenforceable or any Guarantee of a Significant Subsidiary is found to be invalid or any Guarantor that is a Significant Subsidiary denies its liability under its Guarantee.”
(vii) The text of Section 9.04 is hereby amended to read as follows: “The following are the conditions precedent to the application of either Section 9.02 or 9.03 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance:
(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient, to pay the principal of, premium, if any, and interest on the Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be;
(2) [Intentionally omitted];
(3) [Intentionally omitted];
(4) [Intentionally omitted];
(5) [Intentionally omitted];
(6) the Company shall have delivered to the Trustee an Officers’ Certificate stating that such redemption will comply the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others;
(7) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions contained hereinprecedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and
(8) [Intentionally omitted].”
(vviii) The first sentence of Section 1104 shall be deleted Any definitions used exclusively in its entirety and replaced with the following text: “In the case of an optional redemption pursuant to the provisions of Paragraphs 6 the Indenture or Notes that are deleted pursuant to this Article 3, and 7 of any definitions used exclusively within such definitions, are hereby deleted in their entirety from the Indenture and the Notes, at least three Business Days but not more than 60 days before a Redemption Dateand all references in the Indenture and the Notes to paragraphs, the Company shall mail a notice of redemption by first class mailSections, postage prepaid, to each Holder whose Notes are to be redeemed at its registered address.”
(vi) All definitions set forth in Section 101 Articles or other terms or provisions of the Indenture referred to in this Article 3 above or that relate have been otherwise deleted pursuant to defined terms used solely in sections deleted by this Third Supplemental Indenture are hereby deleted in their entirety.
Appears in 1 contract
Samples: Third Supplemental Indenture (Aleris International, Inc.)
Amendments to the Indenture. The Indenture is hereby amended Upon written notification to the Trustee by the Company on November 29, 2010 (the “Settlement Date”) that the Company has received the Requisite Consents approving the Amendments pursuant to the Conversion Offer and Consent Solicitation at or prior to the expiration date (as follows:defined in the Conversion Offer and Consent Solicitation) in accordance with the terms and conditions of the Conversion Offer and Consent Solicitation (without further act by any Person):
(ia) the Company shall be released from its obligations under the following sections of the Indenture, which are hereby deleted in their entirety and, in the case of each such section, replaced with the phrase “[Intentionally Omitted]” (and the form of Note shall be amended to reflect such deletions): Section 1005 (Payment of Taxes and Other Claims); Section 1006 (Maintenance of Properties); Section 1007 (Additional Interest Notice); Section 1008 (Compliance with Laws); Section 1009 (Limitation on Restricted Payments); Section 1010 (Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock); Section 1011 (Limitation on Liens); Section 1012 (Limitation on Transactions with Affiliates); Section 1013 (Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries); Section 1014 (Limitation on Guarantees of Indebtedness by Restricted Subsidiaries); Section 1017 (Limitation on Sales of Assets); Section 1018 (Statement by Officers as to Default); and Section 1108 (Offer to Purchase by Application of Excess Proceeds);
(b) failure to comply with the terms of any of the foregoing sections of the Indenture shall no longer constitute a Default or an Event of Default under the Indenture and shall no longer have any other consequence under the Indenture;
(c) Sections 703, 1004(b401(2), 1005, 1008, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1016 (3) and 1017 (4) of the Indenture are hereby amended by deleting all such Sections deleted in their entirety and all references thereto contained elsewhere in replaced with the Indenture in their entiretyphrase “[Intentionally Omitted]”;
(iid) Clause the occurrence of the events described in Sections 501(v), (2vi), (vii), (viii) and (ix) of Section 801 is hereby amended by deleting such clause in its entirety and all references thereto contained elsewhere in the Indenture in their entirety, and all references to Section 801 in the Indenture shall mean Section 801 as amended hereby;
(iii) Section 501 no longer constitute Events of Default, and each such subsection is hereby amended by deleting clauses (3), (4), (5) and (8) thereof in their entirety, and all references thereto contained elsewhere in the Indenture in their entirety, and by deleting the references to Restricted Subsidiary of the Company that is “Significant Subsidiary” set forth in each of clauses (6) and (7) thereof, and all references to Section 501 in the Indenture shall mean Section 501 as amended hereby;
(iv) The second sentence of Section 1102 shall be deleted in its entirety and replaced with the following text: phrase “The Company shall give notice [Intentionally Omitted]”;
(e) Sections 801(iii) and (iv) of redemption, which notice shall include all information referenced the Indenture are hereby deleted in Section 1104(1) through (8), to the Paying Agent their entirety and Trustee at least three Business Days but not more than 60 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), together with an Officers’ Certificate stating that such redemption will comply replaced with the conditions contained herein.phrase “[Intentionally Omitted]”;
(vf) The first sentence Section 802(b) of Section 1104 shall be the Indenture is hereby deleted in its entirety and replaced with the following text: phrase “In the case of an optional redemption pursuant to the provisions of Paragraphs 6 and 7 of the Notes, at least three Business Days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered address.[Intentionally Omitted]”;
(vig) All definitions set forth in Section 101 1019 of the Indenture that relate to defined terms used solely is hereby replaced in sections deleted by this Supplemental Indenture are hereby deleted in their entirety.its entirety with the following:
Appears in 1 contract
Amendments to the Indenture. Effective at the time of payment or deposit with DTC (the “Payment Date”) of an amount of money sufficient to pay for all Notes validly tendered and accepted pursuant to the Tender Offer and Solicitation (or at least a majority of outstanding Notes if payment is being made pursuant to any early settlement under the Tender Offer and Solicitation) and to make all consent payments required under the Tender Offer and Solicitation:
(i) The Indenture is hereby amended as follows:
(i) Sections 703, 1004(b), 1005, 1008, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1016 and 1017 are hereby amended by deleting all such Sections to delete in their entirety Section 3.09 (Offer to Purchase by Application of Excess Proceeds ), Section 4.03 (Reports), Section 4.05 (Taxes), Section 4.06 (Stay, Extension and all references thereto contained elsewhere Usury Laws), Section 4.07 (Restricted Payments), Section 4.08 (Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries), Section 4.09 (Incurrence of Indebtedness and Issuance of Disqualified and Preferred Stock), Section 4.10 (Asset Sales), Section 4.11 (Transactions With Affiliates), Section 4.12 (Liens), Section 4.13 (Business Activities), Section 4.15 (Offer to Purchase Upon Change of Control), Section 4.16 (Additional Guarantees), Section 4.17 (Payment for Consents), Section 4.18 (Sale and Leaseback Transactions), Section 4.19 (Designation of Restricted and Unrestricted Subsidiaries), Section 4.20 (Changes in the Indenture in their entirety;Covenants When Notes Rated Investment Grade), clauses (iii) and (iv) of Section 5.01 (which impose certain limitations on mergers, consolidations and other transactions) and clauses (d), (f) and (g) of Section 6.01 (which provide for certain Events of Default); and
(ii) Clause (2) of Section 801 is The Notes are hereby deemed to be amended by deleting such clause in its entirety and to delete all references thereto contained elsewhere in provisions inconsistent with the amendments to the Indenture in their entirety, and all references to Section 801 in the Indenture shall mean Section 801 as amended hereby;effected by this Ninth Supplemental Indenture.
(iii) Section 501 is hereby amended by deleting clauses (3), (4), (5) and (8) thereof in their entirety, and all references thereto contained elsewhere in the Indenture in their entirety, and by deleting the references to Restricted Subsidiary of the Company that is “Significant Subsidiary” set forth in each of clauses (6) and (7) thereof, and all references to Section 501 in the Indenture shall mean Section 501 as amended hereby;
(iv) The second sentence of Section 1102 shall be deleted in its entirety and replaced with the following text: “The Company shall give notice of redemption, which notice shall include all information referenced in Section 1104(1) through (8), to the Paying Agent and Trustee at least three Business Days but not more than 60 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained herein.”
(v) The first sentence of Section 1104 shall be deleted in its entirety and replaced with the following text: “In the case of an optional redemption pursuant to the provisions of Paragraphs 6 and 7 of the Notes, at least three Business Days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered address.”
(vi) All definitions set forth in Section 101 1.01 of the Indenture that relate to defined terms used solely in sections deleted by this Supplemental Indenture are hereby deleted in their entirety; and
(iv) All references to Sections 5.01 and 6.01 of the Indenture shall mean Sections 5.01 and 6.01 as amended by this Ninth Supplemental Indenture.
Appears in 1 contract
Amendments to the Indenture. (a) The Indenture is hereby amended as follows:
(i) Sections 703, 1004(b), 1005, 1008, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1016 and 1017 are hereby amended by deleting all such Sections in their entirety and all references thereto contained elsewhere in first sentence of the Indenture in their entirety;
(ii) Clause (2first paragraph of Section 2.10(b) of Section 801 is hereby amended by deleting such clause in its entirety and all references thereto contained elsewhere in the Second Supplemental Indenture in their entirety, and all references to Section 801 in the Indenture shall mean Section 801 as amended hereby;
(iii) Section 501 is hereby amended by deleting clauses (3), (4), (5) and (8) thereof in their entirety, and all references thereto contained elsewhere in the Indenture in their entirety, and by deleting the references to Restricted Subsidiary of the Company that is “Significant Subsidiary” set forth in each of clauses (6) and (7) thereof, and all references to Section 501 in the Indenture shall mean Section 501 as amended hereby;
(iv) The second sentence of Section 1102 shall be deleted in its entirety and replaced with the following textfollowing: “The On and after May 15, 2020, the Company shall give notice may redeem the Notes, in whole or in part, upon not less than 2 business days’ nor more than 60 calendar days’ notice, at the redemption prices (expressed as percentages of redemptionprincipal amount of the Notes to be redeemed) set forth below, which notice shall include all information referenced in Section 1104(1) through (8)plus accrued and unpaid interest thereon, to the Paying Agent and Trustee at least three Business Days but not more than 60 days before date of redemption (the “Redemption Date (unless a shorter notice shall be satisfactory Date”), subject to the Trustee)right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, together with an Officers’ Certificate stating that such redemption will comply with if redeemed beginning on May 15 of the conditions contained herein.years indicated below:”
(vb) The first sentence second paragraph of Section 1104 2.10(b) of the Second Supplemental Indenture shall be deleted in its entirety and replaced with the following textfollowing: “In Notwithstanding the foregoing, in connection with any tender offer for all of the outstanding Notes at a price of at least 100% of the principal amount of the Notes tendered, plus accrued and unpaid interest thereon to, but excluding, the applicable tender settlement date (including any Change of Control Offer), if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or (in the case of an optional redemption pursuant to the provisions a Change of Paragraphs 6 and 7 Control Offer) any third party making such a tender offer in lieu of the NotesCompany, at least three Business Days but purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party will have the right, upon not less than 1 business day’s nor more than 60 calendar days’ prior notice, given not more than 60 30 calendar days before following such purchase date, to redeem all Notes that remain Outstanding following such purchase at a price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the Redemption Date, the Company shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered address.”
(vi) All definitions set forth in Section 101 of the Indenture that relate to defined terms used solely in sections deleted by this Supplemental Indenture are hereby deleted in their entirety.
Appears in 1 contract
Samples: Indenture (Chemours Co)
Amendments to the Indenture. (a) The first sentence of Section 3.03 of the Indenture is hereby amended as follows:
set forth below (i) Sections 703, 1004(b), 1005, 1008, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1016 with new text shown as underlined and 1017 are hereby amended by deleting all such Sections in their entirety and all references thereto contained elsewhere in the Indenture in their entirety;
(ii) Clause deleted text shown as struck through): “At least 15 days two (2) of Section 801 is hereby amended by deleting such clause in its entirety and all references thereto contained elsewhere in the Indenture in their entirety, and all references to Section 801 in the Indenture shall mean Section 801 as amended hereby;
(iii) Section 501 is hereby amended by deleting clauses (3), (4), (5) and (8) thereof in their entirety, and all references thereto contained elsewhere in the Indenture in their entirety, and by deleting the references to Restricted Subsidiary of the Company that is “Significant Subsidiary” set forth in each of clauses (6) and (7) thereof, and all references to Section 501 in the Indenture shall mean Section 501 as amended hereby;
(iv) The second sentence of Section 1102 shall be deleted in its entirety and replaced with the following text: “The Company shall give notice of redemption, which notice shall include all information referenced in Section 1104(1) through (8), to the Paying Agent and Trustee at least three Business Days but not more than 60 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained herein.”
(v) The first sentence of Section 1104 shall be deleted in its entirety and replaced with the following text: “In the case of an optional redemption pursuant to the provisions of Paragraphs 6 and 7 of the Notes, at least three Business Days but not more than 60 calendar days before a Redemption Dateredemption date, the Company Issuer shall deliver electronically or mail or cause to be mailed, by first-class mail, postage prepaid (or otherwise delivered in accordance with the procedures of DTC), a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered address.”
(vib) All definitions set forth in Section 101 The Indenture is hereby amended by deleting the following sections and clauses of the Indenture and all references and definitions related solely thereto in their entirety, and replacing all such deleted sections, references and definitions with “[Intentionally Omitted]”:
i. Section 4.02 (“Reports and Other Information”);
ii. Section 4.05 (“Limitation on Restricted Payments”);
iii. Section 4.06 (“Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”);
iv. Section 4.07 (“Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”);
v. Section 4.08 (“Asset Sales”);
vi. Section 4.09 (“Transactions with Affiliates”);
vii. Section 4.10 (“Liens”);
viii. Section 4.11 (“Offer to Repurchase Upon Change of Control”);
ix. Clauses (a)(3), (b)(3), (b)(4) and (c)(1)(C) of Section 5.01 (“Merger, Consolidation or Sale of All or Substantially All Assets”);
x. Clauses (d) and (e) of Section 6.01 (“Events of Default”); and
xi. Clause (b) of Section 10.06 (“Additional Guarantees”).
(c) Any provision contained in the Notes that relate relates to defined terms used solely the sections in sections deleted the Indenture that are amended pursuant to this Section 2 shall likewise be amended so that any such provision contained in such Notes will conform to and be consistent with the Indenture, as amended by this Supplemental Indenture.
(d) The Indenture are is hereby amended to eliminate the applicability of the provisions of Section 6.01 thereof, including clause (c) thereof, as they apply to the sections and clauses of the Indenture deleted in their entiretyby Section 2(b) hereof.
Appears in 1 contract
Samples: Supplemental Indenture (Altra Industrial Motion Corp.)
Amendments to the Indenture. (a) The Indenture is hereby amended as follows:
(i) Sections 703, 1004(b), 1005, 1008, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1016 and 1017 are hereby amended by deleting all such the following Sections in their entirety or clauses of the Indenture and all references and definitions related thereto contained elsewhere in the Indenture in their entirety;
(ii) Clause (2) of Section 801 is hereby amended by deleting such clause in its entirety and all references thereto contained elsewhere in the Indenture in their entirety, and all references to Section 801 in the Indenture shall mean Section 801 as amended hereby;
(iii) Section 501 is hereby amended by deleting clauses (3), (4), (5) and (8) thereof in their entirety, and all references thereto contained elsewhere in the Indenture in their entirety, and by deleting the references to Restricted Subsidiary of the Company that is “Significant Subsidiary” set forth in each of clauses : Clauses (6) and (7) thereof, and all references to Section 501 in the Indenture shall mean Section 501 as amended hereby;
(iv) The second sentence of Section 1102 shall be deleted in its entirety 601, “Events of Default”; Clauses (3) and replaced with the following text: (4) of Section 901, “The Company shall give notice of redemptionMay Consolidate, which notice shall include all information referenced in Section 1104(1) through (8)Etc., Only on Certain Terms”; Except to the Paying Agent extent required by Section 314(a) of the TIA, Section 1106, “Reports”; Section 1107, “Taxes”; Section 1111, “Incurrence of Indebtedness and Trustee at least three Business Days but not more than 60 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee)Issuance of Preferred Stock”; Section 1112, together “Restricted Payments”; Section 1113, “Limitation on Liens”; Section 1114, “Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”; Section 1115, “Asset Sales”; Section 1116, “Transactions with an Officers’ Certificate stating that such redemption will comply with the conditions contained hereinAffiliates”; Section 1117, “Subsidiary Guarantees”; Section 1118, “Designation of Restricted and Unrestricted Subsidiaries” and Section 1606, “Subsidiary Guarantors May Consolidate, etc., on Certain Terms.”
(vb) The first sentence paragraph of Section 1104 shall be deleted 1205, “Notice of Redemption” is hereby amended and restated in its entirety and replaced with the following textto read as follows: “In the case of an optional redemption pursuant Subject to the provisions final paragraph of Paragraphs 6 and 7 of the Notesthis Section 1205, at least not less than three Business Days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption or cause to be mailed, by first class mail, postage prepaid, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address.”
; provided, however, that (vinotwithstanding the foregoing) All definitions set forth notices of redemption may be mailed more than 60 days prior to a Redemption Date if such notice is issued in Section 101 connection with a Defeasance or Covenant Defeasance of the Indenture that relate to defined terms used solely in sections deleted by Notes or the satisfaction and discharge of this Supplemental Indenture are hereby deleted in their entiretyIndenture.
Appears in 1 contract
Samples: Ninth Supplemental Indenture (Oasis Petroleum Inc.)
Amendments to the Indenture. The Subject to Section 3 hereof, the Indenture is hereby amended as follows:
(a) The application of the provisions of Article 10 of the Indenture are hereby waived to the extent that such provisions might otherwise interfere with the ability of the Company to enter into agreements contemplated by, and to consummate, the Offer and Consent Solicitation.
(b) Effective at the time of the Company's payment, or deposit with The Bank of New York, as Depositary for the Offer and Consent Solicitation, of an amount of money sufficient to pay for all Securities validly tendered and accepted pursuant to the Offer and Consent Solicitation and to make all Consent Payments required under the Offer and Consent Solicitation:
(i) Sections 703, 1004(b), 1005, 1008, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1016 and 1017 1018 are hereby amended by deleting all such Sections in their entirety and all references thereto contained elsewhere in their entirety (including, without limitation, references to the covenants which are being deleted hereby in the Indenture Events of Default contained in their entiretySection 501(4) of the Indenture);
(ii) Clause Clauses (2iii), (iv) and (v) of Section 801 is are hereby amended by deleting all such clause clauses in its their entirety and all references thereto contained elsewhere in the Indenture in their entirety, entirety and all references to Section 801 in the Indenture shall mean Section 801 as amended hereby;
(iii) Section 501 is hereby amended by deleting clauses (3), (4), (5) and (8) 6) thereof in their entirety, entirety and all references thereto contained elsewhere in the Indenture in their entirety, and ; and
(iv) Section 1019 is hereby amended by deleting such Section in its entirety and replacing it with the references to Restricted Subsidiary of the Company that is “Significant Subsidiary” set forth in each of clauses (6) and (7) thereof, following and all references to Section 501 1019 in the Indenture shall mean Section 501 1019 as amended hereby;
(iv) The second sentence of Section 1102 shall be deleted in its entirety and replaced with the following text: “The Company shall give notice of redemption, which notice shall include all information referenced in Section 1104(1) through (8), to the Paying Agent and Trustee at least three Business Days but not more than 60 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained herein.”
(v) The first sentence of Section 1104 shall be deleted in its entirety and replaced with the following text: “In the case of an optional redemption pursuant to the provisions of Paragraphs 6 and 7 of the Notes, at least three Business Days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered address.”
(vi) All definitions set forth in Section 101 of the Indenture that relate to defined terms used solely in sections deleted by this Supplemental Indenture are hereby deleted in their entirety.:
Appears in 1 contract
Amendments to the Indenture. Effective at the time of payment or deposit with DTC (the “Payment Date”) of an amount of money sufficient to pay for all Notes validly tendered and accepted pursuant to the Tender Offer and Solicitation (or at least a majority of outstanding Notes if payment is being made pursuant to any early settlement under the Tender Offer and Solicitation) and to make all consent payments required under the Tender Offer and Solicitation:
(i) The Indenture is hereby amended as follows:
(i) Sections 703, 1004(b), 1005, 1008, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1016 and 1017 are hereby amended by deleting all such Sections to delete in their entirety Section 3.09 (Offer to Purchase by Application of Excess Proceeds ), Section 4.05 (Taxes), Section 4.06 (Stay, Extension and all references thereto contained elsewhere in the Indenture in their entirety;Usury Laws), Section 4.07 (Restricted Payments), Section 4.08 (Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries), Section 4.09 (Incurrence of Indebtedness and Issuance of Disqualified and Preferred Stock), Section 4.10 (Asset Sales), Section 4.11 (Transactions With Affiliates), Section 4.12 (Liens), Section 4.13 (Business Activities), Section 4.15 (Offer to Purchase Upon Change of Control), Section 4.16 (Additional Guarantees), Section 4.17 (Payment for Consents), Section 4.18 (Sale and Leaseback Transactions), Section 4.19 (Designation of Restricted and Unrestricted Subsidiaries), Section 4.20 (Certain Covenants to be Suspended after a Change of Control), clauses (iii) and (iv) of Section 5.01 (which impose certain limitations on mergers, consolidations and other transactions) and clauses (d), (f) and (g) of Section 6.01 (which provide for certain Events of Default); and
(ii) Clause (2) of Section 801 is The Notes are hereby deemed to be amended by deleting such clause in its entirety and to delete all references thereto contained elsewhere in provisions inconsistent with the amendments to the Indenture in their entirety, and all references to Section 801 in the Indenture shall mean Section 801 as amended hereby;effected by this Sixth Supplemental Indenture.
(iii) Section 501 is hereby amended by deleting clauses (3), (4), (5) and (8) thereof in their entirety, and all references thereto contained elsewhere in the Indenture in their entirety, and by deleting the references to Restricted Subsidiary of the Company that is “Significant Subsidiary” set forth in each of clauses (6) and (7) thereof, and all references to Section 501 in the Indenture shall mean Section 501 as amended hereby;
(iv) The second sentence of Section 1102 shall be deleted in its entirety and replaced with the following text: “The Company shall give notice of redemption, which notice shall include all information referenced in Section 1104(1) through (8), to the Paying Agent and Trustee at least three Business Days but not more than 60 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained herein.”
(v) The first sentence of Section 1104 shall be deleted in its entirety and replaced with the following text: “In the case of an optional redemption pursuant to the provisions of Paragraphs 6 and 7 of the Notes, at least three Business Days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered address.”
(vi) All definitions set forth in Section 101 1.01 of the Indenture that relate to defined terms used solely in sections deleted by this Supplemental Indenture are hereby deleted in their entirety; and
(iv) All references to Sections 5.01 and 6.01 of the Indenture shall mean Sections 5.01 and 6.01 as amended by this Sixth Supplemental Indenture.
Appears in 1 contract
Amendments to the Indenture. (a) The Indenture is hereby amended as follows:
(i) Sections 703, 1004(b), 1005, 1008, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1016 and 1017 are hereby amended by deleting all such Sections in their entirety Section 3.09 (“Special Mandatory Redemption”) of the Indenture and all references thereto contained elsewhere and obligations thereunder, in its entirety, and replacing such Section with the Indenture in their entirety;following: “Intentionally omitted.”
(iib) Clause (2) of Section 801 The Indenture is hereby amended by deleting such clause in its entirety the following Sections of Article 4 of the Indenture and all references thereto contained elsewhere and obligations thereunder: 4.05 (“Taxes”), 4.07 (“Restricted Payments”), 4.08 (“Incurrence of Indebtedness and Issuance of Preferred Stock”), 4.09 (“Liens”), 4.10 (“Dividend and Other Payment Restrictions Affecting Subsidiaries”), 4.11 (“Transactions with Affiliates”), 4.12 (“Business Activities”), 4.13 (“Additional Note Guarantees”), 4.14 (“Designation of Restricted and Unrestricted Subsidiaries”), 4.16 (“Reports”), 4.18 (“Asset Sales”), 4.22 (“Platinum Explorer Delivery Date”) and 4.23 (“Dragonquest Delivery Date”), in the Indenture each case in their its entirety, and replacing each such Section with the following: “Intentionally omitted.”
(c) The Indenture is hereby amended by deleting Section 5.01 (“Merger, Consolidation, or Sale of Assets”) of the Indenture and all references to thereto and obligations thereunder, in its entirety, and replacing such Section 801 in with the Indenture shall mean Section 801 as amended hereby;following: “Intentionally omitted.”
(iiid) Section 501 The Indenture is hereby amended by deleting clauses (3), (4), (5), (6), (7) and (8) thereof in their entirety, of Section 6.01 of the Indenture and all references thereto contained elsewhere and obligations thereunder, in the Indenture each case in their its entirety, and by deleting the references to Restricted Subsidiary of the Company that is “Significant Subsidiary” set forth in replacing each of clauses (6) and (7) thereof, and all references to Section 501 in the Indenture shall mean Section 501 as amended hereby;
(iv) The second sentence of Section 1102 shall be deleted in its entirety and replaced such clause with the following textfollowing: “The Company shall give notice of redemption, which notice shall include all information referenced in Section 1104(1) through (8), to the Paying Agent and Trustee at least three Business Days but not more than 60 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained hereinIntentionally omitted.”
(v) The first sentence of Section 1104 shall be deleted in its entirety and replaced with the following text: “In the case of an optional redemption pursuant to the provisions of Paragraphs 6 and 7 of the Notes, at least three Business Days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered address.”
(vi) All definitions set forth in Section 101 of the Indenture that relate to defined terms used solely in sections deleted by this Supplemental Indenture are hereby deleted in their entirety.
Appears in 1 contract
Samples: Eighth Supplemental Indenture (Vantage Drilling CO)
Amendments to the Indenture. Effective at the time of payment or deposit with The Depository Trust Company (the “Payment Date”) of an amount of money sufficient to pay for all Notes validly tendered and accepted pursuant to the Tender Offer and Consent Solicitation (each as defined in the Statement):
(a) The Indenture is hereby amended as follows:to delete Section 4.3 (Provision of Financial Information), Section 4.4 (Compliance Certificate), Section 4.7 (Limitation on Restricted Payments), Section 4.8 (Limitation on Dividend and Other Restrictions Affecting Restricted Subsidiaries), Section 4.9 (Limitation on Additional Indebtedness), Section 4.10 (Limitation on Asset Sales), Section 4.11 (Limitation on Transactions with Affiliates), Section 4.12 (Limitation on Liens), Section 4.13 (Offer to Purchase upon Change of Control Triggering Event), Section 4.14 (Corporate Existence), Section 4.15 (Additional Guarantees), Section 4.16 (Limitation on Designation of Unrestricted Subsidiaries), Section 4.17 (Effectiveness of Covenants), Section 4.19 (Maintenance of Listing) and Section 5.1 (Consolidation, Merger, Conveyance, Transfer or Lease);
(b) The failure to comply with the terms of any of the Sections of the Indenture set forth in clause (i) Sections 703, 1004(babove shall no longer constitute a Default or an Event of Default under the Indenture and shall no longer have any other consequence under the Indenture;
(c) The Indenture is hereby amended to delete paragraphs (3), 1005(4), 1008(5), 1009(6), 1010, 1011, 1012, 1013, 1014, 1015, 1016 (7) and 1017 are hereby amended by deleting all such Sections (8) of Section 6.1 (Events of Default) in their entirety and all references thereto contained in Section 6.1 and elsewhere in the Indenture in their entirety, and the occurrence of the events described in paragraphs (3), (4), (5), (6), (7) and (8) of Section 6.1 shall no longer constitute Events of Default;
(d) The Indenture is hereby amended to delete paragraph (4) of Section 8.4 (Conditions to Legal or Covenant Defeasance) in its entirety and all references thereto contained in Section 8.4 and elsewhere in the Indenture in their entirety;
(ii) Clause (2) of Section 801 is hereby amended by deleting such clause in its entirety and all references thereto contained elsewhere in the Indenture in their entirety, and all references to Section 801 in the Indenture shall mean Section 801 as amended hereby;
(iii) Section 501 is hereby amended by deleting clauses (3), (4), (5) and (8) thereof in their entirety, and all references thereto contained elsewhere in the Indenture in their entirety, and by deleting the references to Restricted Subsidiary of the Company that is “Significant Subsidiary” set forth in each of clauses (6) and (7) thereof, and all references to Section 501 in the Indenture shall mean Section 501 as amended hereby;
(iv) The second sentence of Section 1102 shall be deleted in its entirety and replaced with the following text: “The Company shall give notice of redemption, which notice shall include all information referenced in Section 1104(1) through (8), to the Paying Agent and Trustee at least three Business Days but not more than 60 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained herein.”
(v) The first sentence of Section 1104 shall be deleted in its entirety and replaced with the following text: “In the case of an optional redemption pursuant to the provisions of Paragraphs 6 and 7 of the Notes, at least three Business Days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered address.”
(vie) All definitions set forth in Section 101 1.1 of the Indenture that relate to defined terms used solely in sections deleted by this Second Supplemental Indenture are hereby deleted in their entirety; and
(f) All references to Sections 6.1 and 8.4 of the Indenture shall mean Sections 6.1 and 8.4 as amended by this Second Supplemental Indenture.
Appears in 1 contract
Amendments to the Indenture. (a) The Indenture is hereby amended by deleting each of the following sections, or subsections, as followsthe case may be, in its entirety and, in the case of each such section or subsection so deleted, inserting in lieu thereof the phrase “[Intentionally Omitted]”:
(i) Sections 703, 1004(bSection 4.04 (Maintenance of Corporate Existence), 1005, 1008, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1016 and 1017 are hereby amended by deleting all such Sections in their entirety and all references thereto contained elsewhere in the Indenture in their entirety;
(ii) Clause Section 4.05 (2) Payment of Section 801 is hereby amended by deleting such clause in its entirety Taxes and all references thereto contained elsewhere in the Indenture in their entirety, and all references to Section 801 in the Indenture shall mean Section 801 as amended herebyClaims);
(iii) Section 501 4.07 (Reporting Requirements);
(iv) Section 4.08 (Available Information);
(v) Section 4.09 (Limitations on the Issuer);
(vi) Section 4.10 (Limitations on Transactions with Affiliates);
(vii) Section 4.11 (Repurchase of Notes upon a Change of Control);
(viii) Subsection (iii) of Section 5.01 (Limitation on Consolidation, Merger or Transfer of Assets); and
(ix) Sections 6.01(c), (d), (e), (f), (g), (h) and (j) (Events of Default).
(b) The Indenture is hereby amended by deleting clauses the following words within subsection (3)i) of Section 5.01 (Limitation on Consolidation, Merger or Transfer of Assets): “shall be a Person organized and existing under the laws of Brazil or the United States, or any other country (4), (5or political subdivision thereof) that is a member country of the European Union or of the Organisation for Economic Co-operation and (8) thereof in their entiretyDevelopment on the date of this Indenture, and all references thereto contained elsewhere in the Indenture in their entirety, and by deleting the references to Restricted Subsidiary of the Company that is “Significant Subsidiary” set forth in each of clauses (6) and (7) thereof, and all references to Section 501 in the Indenture shall mean Section 501 as amended hereby;
(iv) The second sentence of Section 1102 shall be deleted in its entirety and replaced with the following text: “The Company shall give notice of redemption, which notice shall include all information referenced in Section 1104(1) through (8), to the Paying Agent and Trustee at least three Business Days but not more than 60 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained hereinPerson.”
(vc) The first sentence Any provision contained in the Notes that relates to any provision of the Indenture as amended by this Section 1104 2.01 shall likewise be deleted amended so that any such provision contained in its entirety the Notes will conform to and replaced be consistent with any provision of the following text: “In the case of an optional redemption pursuant to Indenture as amended by this Supplemental Indenture.
(d) Any definition used exclusively in the provisions of Paragraphs 6 and 7 of the Notes, at least three Business Days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered address.”
(vi) All definitions set forth in Section 101 of the Indenture and the Notes that relate are deleted pursuant to defined terms used solely in sections deleted by this Supplemental Indenture Section 2.01 are hereby deleted in their entiretyentirety from the Indenture and the Notes. All references in the Indenture and the Notes to any sections or subsection of the Indenture set forth in Section 2.01(a), any and all obligations thereunder and any Event of Default related solely to such sections and subsection, are hereby deleted throughout the Indenture and the Notes.
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Samples: Supplemental Indenture (Azul Sa)
Amendments to the Indenture. Effective upon the Effective Date:
(i) The Indenture is hereby amended to delete, Section 3.09 (Purchase of Securities at Option of the Holder upon Repurchase Change in Control), Section 3.10 (Effect of Purchase Notice or Repurchase Change in Control Purchase Notice) (in part as follows:to Repurchase Change in Control Purchase Notice), Section 3.11 (Deposit of Purchase Price or Repurchase Change in Control Purchase Price) (in part as to Repurchase Change in Control Purchase Price), Section 3.12 (Securities Purchased in Part), Section 3.13 (Covenant to Comply with Securities Laws upon Purchase of Securities) (in part as to Section 3.09), Section 3.14 (Repayment to the Company) (in part as to Repurchase Change in Control Purchase Price) and Section 4.05 (Maintenance of Office or Agency);
(ii) The Indenture is hereby amended to delete Section 4.02 (SEC and other Reports), Section 4.03 (Compliance Certificate) and Section 4.06 (Delivery of Certain Information) in their entirety and such sections are hereby replaced with the following: “The Company shall comply with Section 314 of the TIA.”;
(iii) The failure to comply with the terms of any of the foregoing Sections of the Indenture shall no longer constitute a Default or an Event of Default under the Indenture and shall no longer have any other consequence under the Indenture;
(iv) The Indenture is hereby amended to delete clauses (c), (d), (e), (g), (h) and (i) Sections 703, 1004(b), 1005, 1008, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1016 and 1017 are hereby amended by deleting all such Sections of Section 6.01 in their entirety and all references thereto contained elsewhere in the Indenture in their entirety;
(ii) Clause (2) of Section 801 is hereby amended by deleting such clause in its entirety 6.01 and all references thereto contained elsewhere in the Indenture in their entirety, and all references to the occurrence of the events described in clauses (c), (d), (e), (g), (h) and (i) of Section 801 in the Indenture 6.01 shall mean Section 801 as amended herebyno longer constitute Events of Default;
(iii) Section 501 is hereby amended by deleting clauses (3), (4), (5) and (8) thereof in their entirety, and all references thereto contained elsewhere in the Indenture in their entirety, and by deleting the references to Restricted Subsidiary of the Company that is “Significant Subsidiary” set forth in each of clauses (6) and (7) thereof, and all references to Section 501 in the Indenture shall mean Section 501 as amended hereby;
(iv) The second sentence of Section 1102 shall be deleted in its entirety and replaced with the following text: “The Company shall give notice of redemption, which notice shall include all information referenced in Section 1104(1) through (8), to the Paying Agent and Trustee at least three Business Days but not more than 60 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained herein.”
(v) The first sentence of Section 1104 shall be deleted in its entirety and replaced with the following text: “In the case of an optional redemption pursuant to the provisions of Paragraphs 6 and 7 of the Notes, at least three Business Days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered address.”
(vi) All definitions set forth in Section 101 Sections 1.01 and 1.02 of the Indenture that relate to defined terms used solely in sections deleted by this Supplemental Indenture are hereby deleted in their entirety;
(vi) All references to Section 6.01 of the Indenture shall mean Section 6.01 as amended by this Supplemental Indenture.
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Amendments to the Indenture. (a) The Indenture is hereby amended by deleting each of the following sections, or subsections, as followsthe case may be, in its entirety and, in the case of each such section or subsection so deleted, inserting in lieu thereof the phrase “[Intentionally Omitted]”:
(i) Sections 703, 1004(bSection 4.04 (Maintenance of Corporate Existence), 1005, 1008, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1016 and 1017 are hereby amended by deleting all such Sections in their entirety and all references thereto contained elsewhere in the Indenture in their entirety;
(ii) Clause Section 4.05 (2) Payment of Section 801 is hereby amended by deleting such clause in its entirety Taxes and all references thereto contained elsewhere in the Indenture in their entirety, and all references to Section 801 in the Indenture shall mean Section 801 as amended herebyClaims);
(iii) Section 501 4.07 (Reporting Requirements);
(iv) Section 4.08 (Available Information);
(v) Section 4.09 (Limitations on the Issuer);
(vi) Section 4.10 (Limitations on Transactions with Affiliates);
(vii) Section 4.11 (Limitations on Dividend Payments);
(viii) Section 4.12 (Repurchase of Notes upon a Change of Control);
(ix) subsection (iii) of Section 5.01 (Limitation on Consolidation, Merger or Transfer of Assets); and
(x) Sections 6.01(c), (d), (e), (f), (g), (h) and (j) (Events of Default).
(b) The Indenture is hereby amended by deleting clauses the following words within subsection (3)i) of Section 5.01 (Limitation on Consolidation, Merger or Transfer of Assets): “shall be a Person organized and existing under the laws of Brazil or the United States, or any other country (4), (5or political subdivision thereof) that is a member country of the European Union or of the Organisation for Economic Co-operation and (8) thereof in their entiretyDevelopment on the date of this Indenture, and all references thereto contained elsewhere in the Indenture in their entirety, and by deleting the references to Restricted Subsidiary of the Company that is “Significant Subsidiary” set forth in each of clauses (6) and (7) thereof, and all references to Section 501 in the Indenture shall mean Section 501 as amended hereby;
(iv) The second sentence of Section 1102 shall be deleted in its entirety and replaced with the following text: “The Company shall give notice of redemption, which notice shall include all information referenced in Section 1104(1) through (8), to the Paying Agent and Trustee at least three Business Days but not more than 60 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained hereinPerson.”
(vc) The first sentence Any provision contained in the Notes that relates to any provision of the Indenture as amended by this Section 1104 2.01 shall likewise be deleted amended so that any such provision contained in its entirety the Notes will conform to and replaced be consistent with any provision of the following text: “In the case of an optional redemption pursuant to Indenture as amended by this Supplemental Indenture.
(d) Any definition used exclusively in the provisions of Paragraphs 6 and 7 of the Notes, at least three Business Days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered address.”
(vi) All definitions set forth in Section 101 of the Indenture and the Notes that relate are deleted pursuant to defined terms used solely in sections deleted by this Supplemental Indenture Section 2.01 are hereby deleted in their entiretyentirety from the Indenture and the Notes. All references in the Indenture and the Notes to any sections or subsection of the Indenture set forth in Section 2.01(a), any and all obligations thereunder and any Event of Default related solely to such sections and subsection, are hereby deleted throughout the Indenture and the Notes.
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Samples: Supplemental Indenture (Azul Sa)
Amendments to the Indenture. (i) The Indenture is hereby amended as follows:
to delete Section 3.02 (i) Sections 703, 1004(bRepurchase of Notes upon a Change of Control), 1005Section 4.02 (Existence), 1008Section 4.03 (Payment of Taxes and other Claims), 1009Section 4.04 (Maintenance of Properties and Insurance), 1010Section 4.05 (Limitation on Subsidiary Debt), 1011Section 4.06 (Limitation on Restricted Payments), 1012Section 4.07 (Limitation on Liens), 1013Section 4.08 (Financial Reports), 1014Section 4.09 (Debt/Tangible Equity Ratio) and clauses (iii)(2), 1015(3) and (4) of Section 5.02(a) (Consolidation, 1016 and 1017 are hereby amended by deleting all such Sections Merger or Sale of Assets) in their entirety and all references thereto contained elsewhere in the Indenture in their entirety;
(ii) Clause The failure to comply with the terms of any of the Sections of the Indenture set forth in clause (2i) above shall no longer constitute a Default or an Event of Default under the Indenture with respect to the Notes and shall no longer have any other consequence under the Indenture with respect to the Notes;
(iii) The Indenture is hereby amended to delete clauses (iii) and (iv) of Section 801 is hereby amended by deleting such clause 6.02(a) (Events of Default) in its their entirety and, solely with respect to the Material Subsidiaries, clauses (v) and (vi) of Section 6.02(a) (Events of Default) in their entirety and all references thereto contained in Section 6.02(a) and elsewhere in the Indenture in their entirety, and all references to Section 801 the occurrence of the events described in the Indenture shall mean Section 801 as amended hereby;
clauses (iii) and (iv) of Section 501 is hereby amended by deleting 6.02(a) and, solely with respect to the Material Subsidiaries, clauses (3), (4), (5v) and (8) thereof in their entirety, vi) of Section 6.02(a) shall no longer constitute Events of Default with respect to the Notes and all references thereto contained elsewhere in shall no longer have any other consequences under the Indenture in their entirety, and by deleting with respect to the references to Restricted Subsidiary of the Company that is “Significant Subsidiary” set forth in each of clauses (6) and (7) thereof, and all references to Section 501 in the Indenture shall mean Section 501 as amended herebyNotes;
(iv) The second sentence of Section 1102 shall be deleted in its entirety and replaced with the following text: “The Company shall give notice of redemption, which notice shall include all information referenced in Section 1104(1) through (8), to the Paying Agent and Trustee at least three Business Days but not more than 60 days before the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), together with an Officers’ Certificate stating that such redemption will comply with the conditions contained herein.”
(v) The first sentence of Section 1104 shall be deleted in its entirety and replaced with the following text: “In the case of an optional redemption pursuant to the provisions of Paragraphs 6 and 7 of the Notes, at least three Business Days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered address.”
(vi) All definitions set forth in Section 101 of the Base Indenture and Section 1.02 of the Second Supplemental Indenture that relate to defined terms used solely in sections the Sections deleted by pursuant to the terms of this Fourth Supplemental Indenture are hereby deleted in their entiretyno longer applicable to the Notes; and
(v) All references to Sections of the Indenture amended by this Fourth Supplemental Indenture shall be to such Sections as amended by this Fourth Supplemental Indenture.
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