Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority of Accreted Value of the Outstanding Notes delivered to the Company and the Trustee, the Company when authorized by a Board Resolution, together with the Trustee, may amend, waive, modify or supplement any other provision of this Indenture or the Notes; provided, however, that no such amendment, waiver, modification or supplement may, without the written consent of the Holder of each Outstanding Note affected thereby: (i) reduce the principal amount of, or extend the fixed maturity of, or alter the redemption provisions of, the Notes, (other than, subject to clause (vii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale or a Change at Control) or change the calculation of "Accreted Value", (ii) change the currency in which any Notes or amounts owing thereon is payable, (iii) reduce the percentage of Accreted Value outstanding of Notes which must consent to an amendment, supplement or waiver or consent to take any action under this Indenture or the Notes, (iv) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes, (v) waive a default in payment with respect to the Notes or any Guarantee, (vi) reduce the rate or extend the time for payment of interest on the Notes, (vii) following the occurrence of a Change of Control or an Asset Sale, alter the Company's obligation to purchase Notes as a result thereof in accordance with this Indenture or waive any default in the performance thereof, (viii) affect the ranking of the Notes in a manner adverse to the holder of the Notes, (ix) release any Guarantor from any of its obligations under its Guarantee or this Indenture except in compliance with the terms of this Indenture, or (x) permit the creation of any Lien (other than the Lien as the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow Agreement. Upon the written request of the Company accompanied by a copy of a Board Resolution of the Board authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 3 contracts
Samples: Indenture (RCN Corp /De/), Indenture (RCN Corp /De/), Indenture (RCN Corp /De/)
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority of Accreted Value in aggregate principal amount of the Outstanding Notes delivered to the Company and the Trustee, the Company Company, when authorized by a Board Resolution, together with the Trustee, may amend, waive, modify or supplement any other provision of this Indenture or the Notes; provided, however, that no such amendment, waiver, modification or supplement may, without the written consent of the Holder of each Outstanding Note affected thereby:
(i) reduce the principal amount of, or extend change the fixed maturity of, or alter the redemption provisions of, the Notes, (other than, subject to clause (vii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale or a Change at Control) or change the calculation of "Accreted Value",
(ii) change the currency in which any Notes or amounts owing thereon is payable,
(iii) reduce the percentage of Accreted Value outstanding the aggregate principal amount Outstanding of Notes which must consent to an amendment, supplement or waiver or consent to take any action under this Indenture or the Notes,
(iv) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes,
(v) waive a default Default in payment with respect to the Notes, other than a waiver consisting of the rescission of any declaration of acceleration with respect to the Notes or any Guaranteeeffected in compliance with Section 5.02,
(vi) reduce the rate or extend change the time for payment of interest on the Notes,
(vii) following the occurrence of a Change of Control or an Asset Sale, alter the Company's obligation to purchase the Notes as a result thereof in accordance with this Indenture or waive any default Default in the performance thereof,, or
(viii) affect the ranking of the Notes in a manner adverse to the holder Holders of the Notes,
(ix) release any Guarantor from any of its obligations under its Guarantee or this Indenture except in compliance with the terms of this Indenture, or
(x) permit the creation of any Lien (other than the Lien as the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow Agreement. Upon the written request of the Company accompanied by a copy of a Board Resolution of the Board authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Indenture (Rhythms Net Connections Inc), Indenture (Rhythms Net Connections Inc)
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority of Accreted Value in aggregate principal amount of the Outstanding Notes delivered to the Company Company, each Guarantor and the Trustee, the Company and each Guarantor (if a party thereto) when authorized by a Board Resolution, together with the Trustee, may amend, waive, modify or supplement any other provision of this Indenture or the NotesNotes or the Note Guarantees; provided, however, that no such amendment, waiver, -------- ------- modification or supplement may, without the written consent of the Holder of each Outstanding Note affected thereby:
(i) reduce the principal amount of, of or extend change the fixed maturity ofStated Maturity of any Note, or alter the provisions with respect to the redemption provisions of, or repurchase of the Notes in any manner adverse to the Holders of the Notes, (other than, subject to clause (vii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale or a Change at Control) or change the calculation of "Accreted Value",;
(ii) reduce the rate of or change the currency in which time for payment of interest on any Notes or amounts owing thereon is payable,such Note;
(iii) reduce change the percentage place or currency of Accreted Value outstanding payment of Notes which must consent principal of (or premium) or interest on any such Note;
(iv) modify any provisions of this Indenture relating to an amendment, supplement or the waiver or consent of past defaults (other than to take any action under add sections of this Indenture or the Notes,
(ivNotes subject thereto) impair or the right of the Holders of Notes to institute suit for the enforcement of any payment on or with respect to any such Note or any Note Guarantee in respect thereof or the Notes,modification and amendment provisions of this Indenture and the Notes (other than to add sections of this Indenture or the Notes which may not be amended, supplemented or waived without the consent of each Holder therein affected);
(v) modify any of the provisions of clauses (i) through (ix) of this Section 9.02 or reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(vi) waive a default in the payment of principal of, interest on, or redemption payment with respect to to, the Notes or any Guarantee,
(vi) reduce except a rescission of acceleration of the rate or extend Notes by the time for Holders thereof as provided in this Indenture and a waiver of the payment of interest on the Notes,default that resulted from such acceleration);
(vii) following the occurrence of a Change of Control or an Asset Sale, alter the Company's obligation to purchase Notes as a result thereof in accordance with this Indenture or waive any default in the performance thereof,
(viii) affect modify the ranking or priority of any Note or the Notes Note Guarantee in a respect thereof of any Guarantor in any manner adverse to the holder Holders of the Notes,; or
(ixviii) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture except otherwise than in compliance accordance with the terms of this Indenture, or
(x) permit the creation of any Lien (other than the Lien as the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow Agreement. Upon the written request of the Company and each Guarantor accompanied by a copy of a Board Resolution of the Board of Directors of each of them authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Indenture (Saks Inc), Indenture (Saks Inc)
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority of Accreted Value in aggregate principal amount of the Outstanding Notes delivered to the Company and the Trustee, the Company when authorized by a Board Resolution, together with the Trustee, may amend, waive, modify or supplement any other provision of this Indenture or the Notes; provided, however, that no such amendment, waiver, modification or supplement may, without the written consent of the Holder of each Outstanding Note affected thereby:
(i) reduce the principal amount of, or extend change the fixed maturity of, or alter the redemption provisions of, the Notes, (other than, subject to clause (vii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale or a Change at Control) or change the calculation of "Accreted Value",
(ii) change the currency in which any Notes or amounts owing thereon is payable,
(iii) reduce the percentage of Accreted Value outstanding the aggregate principal amount Outstanding of Notes which must consent to an amendment, supplement or waiver or consent to take any action under this Indenture or the Notes,
(iv) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes,
(v) waive a default in payment with respect to the Notes or any GuaranteeNotes,
(vi) reduce the rate or extend change the time for payment of interest on the Notes,
(vii) following the occurrence of a Change of Control or an Asset Sale, alter the Company's obligation to purchase the Notes as a result thereof in accordance with this Indenture or waive any default in the performance thereof,
(viii) affect the ranking of the Notes in a manner adverse to the holder of the Notes,, or
(ix) release any Guarantor from any of its obligations under its Guarantee or this Indenture except in compliance with the terms of this the Indenture, or
(x) permit the creation of any Lien (other than the Lien as the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow Agreement. Upon the written request of the Company accompanied by a copy of a Board Resolution of the Board authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Indenture (Verio Inc), Indenture (Verio Inc)
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority of Accreted Value of the Outstanding Notes delivered to the Company and the Trustee, the Company when authorized by a Board Resolution, together with the Trustee, may amend, waive, modify or supplement any other provision of this Indenture or the Notes; provided, however, that no such amendment, waiver, modification or supplement may, without the written consent of the Holder of each Outstanding Note affected thereby:
(i) reduce the principal amount of, or extend the fixed maturity of, or alter the redemption provisions of, the Notes, (other than, subject to clause (vii) below, provisions relating to repurchase of Notes upon the occurrence of whose Holders must consent to an Asset Sale or a Change at Control) or change the calculation of "Accreted Value",
(ii) change the currency in which any Notes or amounts owing thereon is payable,amendment;
(iii) reduce the percentage of principal or Accreted Value outstanding of Notes which must consent to an amendment, supplement or waiver or consent to take extend the Stated Maturity of any action under this Indenture or the Notes,Note;
(iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed as described under paragraph 2 of the Notes;
(v) make any Note payable in money other than that stated in the Note;
(vi) impair the right of any Holder to receive payment of principal of and interest on such Holder's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the such Holder's Notes,
(v) waive a default in payment with respect to the Notes or any Guarantee,
(vi) reduce the rate or extend the time for payment of interest on the Notes,;
(vii) following the occurrence of a Change of Control or an Asset Sale, alter the Company's obligation to purchase Notes as a result thereof in accordance with this Indenture or waive make any default change in the performance thereof,amendment provisions which require each Holder's consent or in the waiver provisions; or
(viii) affect the ranking of the Notes in a manner adverse to the holder of the Notes,
(ix) release any Guarantor from any of its obligations under its Guarantee or this Indenture except in compliance with the terms of this Indenture, or
(x) permit the creation of any Lien (other than the Lien as the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow Agreementmaterial respect. Upon the written request of the Company accompanied by a copy of a Board Resolution of the Board authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon may rely as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 2 contracts
Samples: Indenture (Spincycle Inc), Indenture (Spincycle Inc)
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With Amendments and modifications of this Indenture or the written Notes may be made by the Company, the Guarantors and the Trustee with the consent of the Holders of not less than a majority of Accreted Value the aggregate principal amount of the Outstanding Notes delivered to the Company and the Trustee, the Company when authorized by a Board Resolution, together with the Trustee, may amend, waive, modify or supplement any other provision of this Indenture or the outstanding Notes; providedPROVIDED, howeverHOWEVER, that no such amendment, waiver, modification or supplement amendment may, without the written consent of the Holder of each Outstanding outstanding Note affected thereby:,
(ia) reduce the principal amount of, or extend the fixed maturity of, or alter the redemption provisions of, the Notes, (other than, subject to clause (vii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale or a Change at Control) or change the calculation of "Accreted Value",
(ii) change the currency in which any Notes or amounts owing thereon is payable,
(iii) reduce the percentage of Accreted Value outstanding of Notes which whose Holders must consent to an amendment, supplement or waiver or consent to take any action under this Indenture or the Notes,;
(ivb) reduce the stated rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal of or change the Stated Maturity of any Note;
(d) reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed;
(e) make any Note payable in money other than that stated in the Note;
(f) impair the right of any Holder to receive payment of principal of and interest on such Holder's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the such Holder's Notes,;
(vg) waive a default modify the ranking or priority of any Note or the Guarantee of any Guarantor in payment with respect to the Notes or any Guarantee,adverse manner;
(vi) reduce the rate or extend the time for payment of interest on the Notes,
(viih) following the occurrence of a Change of Control or an Asset SaleDisposition, alter the Company's obligation to purchase Notes as a result thereof in accordance with this Indenture or waive any default in the performance thereof,
(viii) affect the ranking of the Notes modify in a manner materially adverse to the holder Holders of Notes affected thereby the Notes,provisions of any covenant (or the related definitions) in this Indenture requiring the Company to make and consummate an offer to purchase with respect to such Change of Control or a Net Available Cash Offer with respect to such Asset Disposition;
(ixi) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture except otherwise than in compliance accordance with the terms of this Indenture, ; or
(xj) permit make any change in the creation of any Lien (other than the Lien as the Pledgee) created by the Escrow Agreement amendment or terminate the Lien created by the Escrow Agreementwaiver provisions which require each affected Holder's consent. Upon the written request of the Company and each Guarantor accompanied by a copy of a Board Resolution of the Board of Directors of the Company and each Guarantor authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof. Notwithstanding the foregoing, an amendment under this Section may not make any change that adversely affects the rights under Article Fourteen of any holder of Senior Indebtedness of the Company or a guarantor (or any group or Representative thereof authorized to give a consent) consent to such change.
Appears in 1 contract
Samples: Indenture (Best Built Inc)
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority of Accreted Value in aggregate principal amount of the Outstanding Notes delivered to the Company Company, each Guarantor and the Trustee, the Company and each Guarantor (if a party thereto) when authorized by a Board Resolution, together with the Trustee, may amend, waive, modify or supplement any other provision of this Indenture or the NotesNotes or the Note Guarantees; provided, however, that no such amendment, waiver, modification or supplement may, without the written consent of the Holder of each Outstanding Note affected thereby:
(i) reduce the principal amount of, of or extend change the fixed maturity ofStated Maturity of any Note, or alter the provisions with respect to the redemption provisions of, or repurchase of the Notes in any manner adverse to the Holders of the Notes, (other than, subject to clause (vii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale or a Change at Control) or change the calculation of "Accreted Value",;
(ii) reduce the rate of or change the currency in which time for payment of interest on any Notes or amounts owing thereon is payable,such Note;
(iii) reduce change the percentage place or currency of Accreted Value outstanding payment of Notes which must consent principal of (or premium) or interest on any such Note;
(iv) modify any provisions of this Indenture relating to an amendment, supplement or the waiver or consent of past defaults (other than to take any action under add sections of this Indenture or the Notes,
(ivNotes subject thereto) impair or the right of the Holders of Notes to institute suit for the enforcement of any payment on or with respect to any such Note or any Note Guarantee in respect thereof or the Notes,modification and amendment provisions of this Indenture and the Notes (other than to add sections of this Indenture or the Notes which may not be amended, supplemented or waived without the consent of each Holder therein affected);
(v) modify any of the provisions of clauses (i) through (ix) of this Section 9.02 or reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(vi) waive a default in the payment of principal of, interest on, or redemption payment with respect to to, the Notes or any Guarantee,
(vi) reduce except a rescission of acceleration of the rate or extend Notes by the time for Holders thereof as provided in this Indenture and a waiver of the payment of interest on the Notes,default that resulted from such acceleration);
(vii) following modify the occurrence ranking or priority of any Note or the Note Guarantee in respect thereof of any Guarantor in any manner adverse to the Holders of the Notes;
(viii) modify the provisions of Section 10.11 or modify any of the provisions or definitions with respect thereto in a Change manner materially adverse to the Holders of Control or an Asset Sale, alter the Company's obligation to purchase Notes as a result thereof affected thereby otherwise than in accordance with this Indenture or waive any default in the performance thereof,
(viii) affect the ranking of the Notes in a manner adverse to the holder of the Notes,Indenture; or
(ix) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture except otherwise than in compliance accordance with the terms of this Indenture, or
(x) permit the creation of any Lien (other than the Lien as the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow Agreement. Upon the written request of the Company and each Guarantor accompanied by a copy of a Board Resolution of the Board of Directors of each of them authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority of Accreted Value in aggregate principal amount of the Outstanding Notes delivered to the Company Company, each Guarantor and the Trustee, the Company and each Guarantor (if a party thereto) when authorized by a Board Resolution, together with the Trustee, may amend, waive, modify or supplement any other provision of this Indenture or the NotesNotes or the Note Guarantees; provided, however, that no such amendment, waiver, modification or supplement may, without the written consent of the Holder of each Outstanding Note affected thereby:
(iI) reduce the principal amount of, of or extend change the fixed maturity ofStated Maturity of any Note, or alter the provisions with respect to the redemption provisions of, or repurchase of the Notes in any manner adverse to the Holders of the Notes, ;
(other than, subject to clause (viiII) below, provisions relating to repurchase reduce the rate of Notes upon the occurrence of an Asset Sale or a Change at Control) or change the calculation time for payment of "Accreted Value",interest on any such Note;
(iiIII) change the place or currency in which of payment of principal of (or premium) or interest on any Notes or amounts owing thereon is payable,such Note;
(iiiIV) reduce modify any provisions of this Indenture relating to the percentage waiver of Accreted Value outstanding past defaults (other than to add sections of Notes which must consent to an amendment, supplement or waiver or consent to take any action under this Indenture or the Notes,
(ivNotes subject thereto) impair or the right of the Holders of Notes to institute suit for the enforcement of any payment on or with respect to any such Note or any Note Guarantee in respect thereof or the Notes,modification and amendment provisions of this Indenture and the Notes (other than to add sections of this Indenture or the Notes which may not be amended, supplemented or waived without the consent of each Holder therein affected);
(vV) modify any of the provisions of clauses (i) through (ix) of this Section 9.02 or reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(VI) waive a default in the payment of principal of, interest on, or redemption payment with respect to, the Notes (except a rescission of acceleration of the Notes by the Holders thereof as provided in this Indenture and a waiver of the payment default that resulted from such acceleration);
(VII) modify the ranking or priority of any Note or the Note Guarantee in respect thereof of any Guarantor in any manner adverse to the Notes or any Guarantee,Holders of the Notes;
(viVIII) reduce modify the rate provisions of Section 10.11 or extend 10.16 or modify any of the time for payment provisions or definitions with respect thereto in a manner materially adverse to the Holders of interest on the Notes,
(vii) following the occurrence of a Change of Control or an Asset Sale, alter the Company's obligation to purchase Notes as a result thereof affected thereby otherwise than in accordance with this Indenture or waive any default in the performance thereof,Indenture; or
(viii) affect the ranking of the Notes in a manner adverse to the holder of the Notes,
(ixIX) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture except otherwise than in compliance accordance with the terms of this Indenture, or
(x) permit the creation of any Lien (other than the Lien as the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow Agreement. Upon the written request of the Company and each Guarantor accompanied by a copy of a Board Resolution of the Board of Directors of each of them authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority of Accreted Value the aggregate principal amount of the Outstanding Notes delivered to the Company Issuer and the Trustee, the Company Issuer when authorized by a Board Resolution, together with the Trustee, may amend, waive, modify or supplement any other provision of this Indenture or the Notes; provided, however, that no such amendment, waiver, modification or supplement may, without the written consent of the Holder of each Outstanding Note affected thereby:
(ia) change the Stated Maturity of the principal of, or any installment of interest on, any Note,
(b) reduce the principal amount of, or extend premium, if any, or interest on, any Note,
(c) change the fixed maturity place or currency of payment of principal of, or alter the redemption provisions ofpremium, the Notesif any, (other thanor interest on, subject to clause (vii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale or a Change at Control) or change the calculation of "Accreted Value"any Note,
(ii) change the currency in which any Notes or amounts owing thereon is payable,
(iii) reduce the percentage of Accreted Value outstanding of Notes which must consent to an amendment, supplement or waiver or consent to take any action under this Indenture or the Notes,
(ivd) impair the right to institute suit for the enforcement of any payment on or with respect to after the NotesStated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note,
(ve) reduce the above-stated percentage of outstanding Notes the consent of whose Holders is necessary to modify or amend this Indenture,
(f) waive a default in payment with respect to the Notes or any Guarantee,
(vi) reduce the rate or extend the time for payment of principal of, premium, if any, or interest on the Notes,
(vii) following the occurrence of a Change of Control or an Asset Sale, alter the Company's obligation to purchase Notes as a result thereof in accordance with this Indenture or waive any default in the performance thereof,
(viii) affect the ranking of the Notes in a manner adverse to the holder of the Notes,
(ix) release any Guarantor from any of its obligations under its Guarantee or this Indenture except in compliance with the terms of this Indenture, or
(xg) permit reduce the creation percentage or aggregate principal amount of any Lien (other than outstanding Notes the Lien as the Pledgee) created by the Escrow Agreement consent of whose Holders is necessary for waiver of compliance with certain provisions of this Indenture or terminate the Lien created by the Escrow Agreementfor waiver of certain defaults. Upon the written request of the Company Issuer accompanied by a copy of a Board Resolution of the Board of Directors authorizing the execution of any such supplemental indenture or other agreementinstrument effecting an amendment, instrument waiver, modification or waiversupplement authorized by this Section 9.02, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such changeamendment, agreementwaiver, modification or supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company Issuer in the execution of such supplemental indenture or other agreement, instrument or waiverinstrument. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiveramendment, modification, waiver or supplement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority of Accreted Value the aggregate principal amount of the Outstanding Notes Securities of each series affected by such supplemental indenture, agreement or waiver delivered to the Company Issuer and the Trustee, the Company Issuer when authorized by a Board Resolution, together with the Trustee, may amend, waive, modify or supplement any other provision of this Indenture or the NotesSecurities of such series; provided, however, that no such amendment, waiver, modification or supplement may, without the written consent of the Holder of each Outstanding Note Security affected thereby:
(ia) change the Stated Maturity of the principal of, or any installment of interest on, any Security,
(b) reduce the principal amount of, or extend premium, if any, or interest on, any Security including an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the fixed maturity thereof pursuant to Section 5.02,
(c) change the place, time or currency of payment of principal of, or alter the redemption provisions ofpremium, the Notesif any, (other thanor interest on, subject to clause (vii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale or a Change at Control) or change the calculation of "Accreted Value"any Security,
(ii) change the currency in which any Notes or amounts owing thereon is payable,
(iii) reduce the percentage of Accreted Value outstanding of Notes which must consent to an amendment, supplement or waiver or consent to take any action under this Indenture or the Notes,
(ivd) impair the right to institute suit for the enforcement of any payment on or with respect to after the NotesStated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Security,
(ve) reduce the above-stated percentage of Outstanding Securities of any series the consent of whose Holders is necessary to modify or amend this Indenture,
(f) waive a default in the payment with respect to of principal of, premium, if any, or interest on the Notes or any Guarantee,Securities, or
(vig) reduce the rate percentage or extend aggregate principal amount of Outstanding Securities of any series the time consent of whose Holders is necessary for payment waiver of interest on the Notes,
(vii) following the occurrence compliance with certain provisions of a Change of Control or an Asset Sale, alter the Company's obligation to purchase Notes as a result thereof in accordance with this Indenture or waive any default in the performance thereof,for waiver of certain defaults.
(viiih) affect change the ranking of the Notes redemption provisions (including Article Eleven) hereof in a manner adverse to the holder of the Notes,
(ix) release any Guarantor from any of its obligations under its Guarantee or this Indenture except in compliance with the terms of this Indenture, such Holder; or
(xi) permit modify any of the creation provisions of this Section or Section 5.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Lien (other than Holder with respect to changes in the Lien as references to "the PledgeeTrustee" and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) created by the Escrow Agreement or terminate the Lien created by the Escrow Agreementand 9.
01. Upon the written request of the Company Issuer accompanied by a copy of a Board Resolution of the Board of Directors authorizing the execution of any such supplemental indenture or other agreementinstrument effecting an amendment, instrument waiver, modification or waiversupplement authorized by this Section 9.02, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such changeamendment, agreementwaiver, modification or supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company Issuer in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereofinstrument.
Appears in 1 contract
Samples: Subordinated Debt Indenture (Caprock Communications Corp)
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With Amendments and modifications of this Indenture or the written Notes may be made by the Company, the Guarantors and the Trustee with the consent of the Holders holders of not less than a majority of Accreted Value the aggregate principal amount of the Outstanding Notes delivered outstanding Notes; PROVIDED, HOWEVER, that no such modification or amendment may, without the consent of the holder of each outstanding Note affected thereby,
(a) change the maturity of the principal of, or any installment of interest on, any such Note or alter the optional redemption or repurchase provisions of any such Note or this Indenture in a manner adverse to the Company and Holders of the TrusteeNotes;
(b) reduce the principal amount of (or the premium of) any such Note;
(c) reduce the rate of or extend the time for payment of interest on any such Note;
(d) change the place or currency of payment of principal of (or premium), or interest on, any such Note;
(e) modify any provisions of this Indenture relating to the Company when authorized by a Board Resolution, together with the Trustee, may amend, waive, modify or supplement any waiver of past defaults (other provision than to add sections of this Indenture or the Notes; provided, however, that no such amendment, waiver, modification Notes subject thereto) or supplement may, without the written consent right of the Holder of each Outstanding Note affected thereby:
(i) reduce the principal amount of, or extend the fixed maturity of, or alter the redemption provisions of, the Notes, (other than, subject to clause (vii) below, provisions relating to repurchase holders of Notes upon the occurrence of an Asset Sale or a Change at Control) or change the calculation of "Accreted Value",
(ii) change the currency in which any Notes or amounts owing thereon is payable,
(iii) reduce the percentage of Accreted Value outstanding of Notes which must consent to an amendment, supplement or waiver or consent to take any action under this Indenture or the Notes,
(iv) impair the right to institute suit for the enforcement of any payment on or with respect to any such Note or any Guarantee or the Notes,modification and amendment provisions of this Indenture and the Notes (other than to add sections of this Indenture or the Notes which may not be amended, supplemented or waived without the consent of each Holder therein affected);
(vf) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(g) waive a default in the payment of principal of, premium, if any, or interest on, or redemption payment with respect to to, the Notes or any Guarantee,(except a rescission of acceleration of the Notes by the holders thereof as provided in this Indenture and a waiver of the payment default that resulted from such acceleration);
(vih) reduce modify the rate ranking or extend priority of any Note or the time for payment Guarantee of interest on the Notes,any Guarantor;
(viii) following the occurrence of a Change of Control or an Asset Sale, alter modify the Company's obligation to purchase Notes as a result thereof provisions of any covenant (or the related definitions) in accordance with this Indenture requiring the Company to make and consummate a Change of Control Offer in respect of such Change of Control or waive Asset Sale Offer in respect of an Asset Sale or modify any default in the performance thereof,
(viii) affect the ranking of the Notes provisions or definitions with respect thereto in a manner materially adverse to the holder Holders of the Notes,Notes affected thereby;
(ixj) release any Guarantor from any of its obligations under its Guarantee or this Indenture except otherwise than in compliance accordance with the terms of this Indenture, ; or
(xk) permit make any change to Article Fourteen that adversely affects the creation of any Lien (other than the Lien as the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow AgreementHolders. Upon the written request of the Company and each Guarantor accompanied by a copy of a Board Resolution of the Board of Directors of the Company and each Guarantor authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority of Accreted Value in aggregate principal amount of the Outstanding Notes delivered to the Company Company, each Guarantor and the Trustee, the Company and each Guarantor (if a party thereto) when authorized by a Board Resolution, together with the Trustee, may amend, waive, modify or supplement any other provision of this Indenture or the NotesNotes or the Note Guarantees; provided, provided however, that no such amendment, waiver, modification or supplement may, without the written consent of the Holder of each Outstanding Note affected thereby:
(i) reduce the principal amount of, or extend the fixed maturity of, or alter the redemption provisions of, the Notes, (other than, subject to clause (vii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale or a Change at Control) or change the calculation Stated Maturity of "Accreted Value",any such Note;
(ii) reduce the rate of or change the currency in which time for payment of interest on any Notes or amounts owing thereon is payable,such Note;
(iii) reduce change the percentage place or currency of Accreted Value outstanding payment of Notes which must consent principal of, or premium, if any, or interest on any such Note;
(iv) modify any provisions of this Indenture relating to an amendment, supplement or the waiver or consent of past defaults (other than to take any action under add sections of this Indenture or the Notes,
(ivNotes subject thereto) impair or the right of the Holders of Notes to institute suit for the enforcement of any payment on or with respect to any such Note or any Note Guarantee in respect thereof or the Notes,modification and amendment of provisions of this Indenture and the Notes (other than to add sections of this Indenture or the Notes which may not be amended, supplemented or waived without the consent of each Holder therein affected);
(v) modify any of the provisions of clauses (i) through (viii) of this Section 9.02 or reduce the percentage of the aggregate principal amount of Outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(vi) waive a default in the payment with respect to of principal of, or interest on, any such Note (except a rescission of acceleration of the Notes or any Guarantee,
(vi) reduce by the rate or extend Holders thereof as provided in this Indenture and a waiver of the time for payment of interest on the Notes,default that resulted from such acceleration);
(vii) following the occurrence of a Change of Control or an Asset Sale, alter the Company's obligation to purchase Notes as a result thereof in accordance with this Indenture or waive any default in the performance thereof,
(viii) affect modify the ranking or priority of any such Note or the Notes Note Guarantee in a respect thereof of any Guarantor in any manner adverse to the holder Holder of the Notes,such Note; or
(ixviii) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture except otherwise than in compliance accordance with the terms of this Indenture, or
(x) permit the creation of any Lien (other than the Lien as the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow Agreement. Upon the written request of the Company and each Guarantor accompanied by a copy of a Board Resolution of the Board of Directors of each of them authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Indenture (Saks Inc)
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority of Accreted Value in aggregate principal amount of the Outstanding Notes Securities delivered to the Company Company, each Guarantor and the Trustee, the Company Company, and each Guarantor (if a party thereto) when authorized by a Board Resolution, together and the Trustee may enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee satisfactory to the TrusteeTrustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Securities or any Guarantee, or of modifying in any manner the rights of the Holders under this Indenture, the Securities or any Guarantee. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities may amend, waive, modify or supplement waive compliance by the Company and each Guarantor with any other provision of this Indenture or the Notes; providedSecurities or any Guarantee. However, however, that no such amendmentsupplemental indenture, waiveragreement or instrument, modification or supplement mayincluding any waiver pursuant to Section 5.13, shall, without the written consent or waiver of the Holder of each Outstanding Security affected thereby:
(a) change the Stated Maturity of the principal of, or any installment of interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, alter the redemption provisions of the Securities or this Indenture, or change the coin or currency in which any Security or Guarantee or any premium or the accrued interest thereon is payable, or impair the right to institute suit for the enforcement of any payment after the Stated Maturity thereof (or, in the case of either a redemption or a purchase pursuant to Sections 10.11 or 10.16 of this Indenture, on or after the applicable Redemption Date or purchase date, as the case may be);
(b) reduce the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for any supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain Defaults hereunder and their consequences) or consent provided for in this Indenture or with respect to any Security or Guarantee;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 and 5.16, except to increase any such percentage, if applicable thereto, or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note Security affected thereby:;
(d) consent to the assignment or transfer by the Company or any Guarantor of any of their rights and obligations under this Indenture, the Securities or the Guarantees;
(e) modify any of the provisions of this Indenture, the Securities or any Guarantee relating to the subordination of the Securities or any Guarantee in a manner adverse to the Holders thereof or otherwise affect the ranking of the Securities or the Guarantees in a manner adverse to the Holders;
(f) following (i) reduce either (x) the principal amount ofmailing of a notice of a Change of Control Offer or (y) the failure to mail such notice prior to the date set forth in the second paragraph of Section 10.11, in either case, following satisfaction of the condition precedent to the mailing of such notice set forth in the first paragraph of Section 10.11, or extend the fixed maturity of, or alter the redemption provisions of, the Notes, (other than, subject to clause (viiii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale Sale, alter the Company's obligation to repurchase Securities in accordance with the provisions of Sections 10.11 or a Change at Control) 10.16, as the case may be, or change waive any default in the calculation of "Accreted Value",performance thereof;
(iig) change adversely affect the currency ranking of the Securities or any Guarantee in which a manner adverse to any Notes or amounts owing thereon is payable,Holder;
(iiih) reduce the percentage release any Guarantor from any of Accreted Value outstanding of Notes which must consent to an amendment, supplement its obligations under its Guarantee or waiver or consent to take any action under this Indenture or the Notes,Indenture;
(ivi) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes,
(v) waive a default in payment with respect to the Notes or any Guarantee,
(vi) reduce the rate or extend the time for payment of interest on the Notes,
(vii) following the occurrence of a Change of Control or an Asset Sale, alter the Company's obligation to purchase Notes as a result thereof in accordance with this Indenture or waive any default in the performance thereof,
(viii) affect the ranking of the Notes in a manner adverse to the holder of the Notes,
(ix) release any Guarantor from any of its obligations under its Guarantee or this Indenture except in compliance with the terms of this Indenture, Securities; or
(xj) permit amend or modify the creation provisions of any Lien (other than the Lien as the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow AgreementSection 10.08. Upon the written request of the Company and each Guarantor accompanied by a copy of a Board Resolution of the Board of Directors of each of them authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Indenture (Blue Bird Corp)
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority of Accreted Value in aggregate principal amount of the Outstanding Notes Securities delivered to the Company and the Trustee, the Company Company, when authorized by a Board Resolution, together and the Trustee may enter into an indenture or indentures supplemental hereto satisfactory to the Trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities may waive compliance by the Company with the Trustee, may amend, waive, modify or supplement any other provision of this Indenture or the Notes; providedSecurities. However, however, that no such amendmentsupplemental indenture, waiveragreement or instrument, modification or supplement mayincluding any waiver pursuant to Section 5.13, shall, without the written consent or waiver of the Holder of each Outstanding Security affected thereby:
(a) change the Stated Maturity of the principal of, or any installment of interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, alter the redemption provisions of the Securities or this Indenture, or change the coin or currency in which any Security or any premium or the accrued interest thereon is payable, or impair the right to institute suit for the enforcement of any payment after the Stated Maturity thereof (or, in the case of either a redemption or a purchase pursuant to Sections 10.11 or 10.16 of this Indenture, on or after the applicable Redemption Date or purchase date, as the case may be);
(b) reduce the percentage of the aggregate principal amount of the Outstanding Securities, the consent of whose Holders is required for any amendment or supplemental indenture, or the consent of whose Holders is required for any waiver or 79 -72- consent provided for in this Indenture, the Escrow Agreement or with respect to any Security;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 and 5.16, except to increase any such percentage, if applicable thereto, or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note Security affected thereby:;
(d) consent to the assignment or transfer by the Company of any of its rights and obligations under this Indenture or the Securities;
(e) release any Liens created by the Escrow Agreement except in strict accordance with the terms of the Escrow Agreement;
(f) following (i) reduce either (x) the principal amount ofmailing of a notice of a Change of Control Offer or (y) the failure to mail such notice prior to the date set forth in the second paragraph of Section 10.11, in either case, following satisfaction of the condition precedent to the mailing of such notice set forth in the first paragraph of Section 10.11, or extend the fixed maturity of, or alter the redemption provisions of, the Notes, (other than, subject to clause (viiii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale Sale, alter the Company's obligation to repurchase Securities in accordance with the provisions of Sections 10.11 or a Change at Control) 10.16, as the case may be, or change waive any default in the calculation of "Accreted Value",performance thereof;
(iig) change adversely affect the currency ranking of the Securities in which a manner adverse to any Notes or amounts owing thereon is payable,Holder;
(iiih) reduce release any Guarantee except in compliance with the percentage terms of Accreted Value outstanding of Notes which must consent to an amendment, supplement or waiver or consent to take any action under this Indenture or the Notes,Indenture;
(ivi) waive a default in payment with respect to the Securities or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes,
(v) waive a default in payment with respect to the Notes or any Guarantee,
(vi) reduce the rate or extend the time for payment of interest on the Notes,
(vii) following the occurrence of a Change of Control or an Asset Sale, alter the Company's obligation to purchase Notes as a result thereof in accordance with this Indenture or waive any default in the performance thereof,
(viii) affect the ranking of the Notes in a manner adverse to the holder of the Notes,
(ix) release any Guarantor from any of its obligations under its Guarantee or this Indenture except in compliance with the terms of this Indenture, Securities; or
(xj) permit amend or modify the creation provisions of any Lien (other than the Lien as the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow Agreement. Upon the written request of the Company accompanied by a copy of a Board Resolution of the Board authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture or other agreement, instrument or waiverSection 10.08. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Indenture (Optel Inc)
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority of Accreted Value in aggregate principal amount at maturity of the Outstanding Notes delivered to the Company and the Trustee, the Company Company, when authorized by a Board Resolution, together with the Trustee, may amend, waive, modify or supplement any other provision of this Indenture or the Notes; providedPROVIDED, howeverHOWEVER, that no such amendment, waiver, modification or supplement may, without the written consent of the Holder of each Outstanding Note affected thereby:
(i) reduce the principal amount of, or extend change the fixed maturity of, or alter the redemption provisions of, the Notes, (other than, subject to clause (vii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale or a Change at Control) or change the calculation of "Accreted Value",
(ii) change the currency in which any Notes or amounts owing thereon is payable,
(iii) reduce the percentage of Accreted Value outstanding the aggregate principal amount at maturity Outstanding of Notes which must consent to an amendment, supplement or waiver or consent to take any action under this Indenture or the Notes,
(iv) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes,
(v) waive a default Default in payment with respect to the Notes, other than a waiver consisting of the rescission of any declaration of acceleration with respect to the Notes or any Guaranteeeffected in compliance with Section 5.02,
(vi) reduce the rate or extend change the time for payment of interest on the Notes,
(vii) following the occurrence of a Change of Control or an Asset Sale, alter the Company's obligation to purchase the Notes as a result thereof in accordance with this Indenture or waive any default Default in the performance thereof,, or
(viii) affect the ranking of the Notes in a manner adverse to the holder Holders of the Notes,
(ix) release any Guarantor from any of its obligations under its Guarantee or this Indenture except in compliance with the terms of this Indenture, or
(x) permit the creation of any Lien (other than the Lien as the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow Agreement. Upon the written request of the Company accompanied by a copy of a Board Resolution of the Board authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority of Accreted Value in aggregate principal amount of the Outstanding Notes Securities delivered to the Company and the Trustee, the Company Company, when authorized by a Board Resolution, together and the Trustee may enter into an indenture or indentures supplemental hereto satisfactory to the Trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities, or of modifying in any manner the rights of the Holders under this Indenture or the Securities. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities may waive compliance by the Company with the Trustee, may amend, waive, modify or supplement any other provision of this Indenture or 80 - 73 - the Notes; providedSecurities. However, however, that no such amendmentsupplemental indenture, waiveragreement or instrument, modification or supplement mayincluding any waiver pursuant to Section 5.13, shall, without the written consent or waiver of the Holder of each Outstanding Security affected thereby:
(a) change the Stated Maturity of the principal of, or any installment of interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, alter the redemption provisions of the Securities or this Indenture, or change the coin or currency in which any Security or any premium or the accrued interest thereon is payable, or impair the right to institute suit for the enforcement of any payment after the Stated Maturity thereof (or, in the case of a purchase pursuant to Section 10.10 of this Indenture, on or after the applicable purchase date, as the case may be);
(b) reduce the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for any supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain Defaults hereunder and their consequences) or consent provided for in this Indenture or with respect to any Security;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 and 5.16, except to increase any such percentage, if applicable thereto, or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note Security affected thereby:;
(id) reduce consent to the principal amount ofassignment or transfer by the Company of any of their rights and obligations under this Indenture, the Securities;
(e) following either (x) the mailing of a notice of a Change of Control Offer or extend (y) the fixed maturity offailure to mail such notice prior to the date set forth in the first paragraph of Section 10.10, or in either case, following satisfaction of the condition precedent to the mailing of such notice as set forth in Section 10.10, alter the redemption provisions of, the Notes, (other than, subject Company's obligation to clause (vii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale or purchase Securities as a Change at Control) or change the calculation of "Accreted Value",
(ii) change the currency result thereof in which any Notes or amounts owing thereon is payable,
(iii) reduce the percentage of Accreted Value outstanding of Notes which must consent to an amendment, supplement or waiver or consent to take any action under accor- 81 - 74 - dance with this Indenture or waive any default in the Notes,performance thereof;
(ivf) adversely affect the ranking of the Securities in a manner adverse to any Holder;
(g) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes,
(v) waive a default in payment with respect to the Notes or any Guarantee,
(vi) reduce the rate or extend the time for payment of interest on the Notes,
(vii) following the occurrence of a Change of Control or an Asset Sale, alter the Company's obligation to purchase Notes as a result thereof in accordance with this Indenture or waive any default in the performance thereof,
(viii) affect the ranking of the Notes in a manner adverse to the holder of the Notes,
(ix) release any Guarantor from any of its obligations under its Guarantee or this Indenture except in compliance with the terms of this Indenture, Securities; or
(xh) permit change the creation of currency in which such Securities or any Lien (other than premium or the Lien as the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow Agreementinterest thereon is payable. Upon the written request of the Company accompanied by a copy of a Board Resolution of the Board authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Indenture (Westpoint Stevens Inc)
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority of Accreted Value in aggregate principal amount at maturity of the Outstanding Notes Securities delivered to the Company and the Trustee, the Company Company, when authorized by a Board Resolution, together and the Trustee may enter into an indenture or indentures supplemental hereto satisfactory to the Trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities, or of modifying in any manner the rights of the Holders under this Indenture or the Securities. The Holders of not less than a majority in aggregate principal amount at maturity of the Outstanding Securities may waive compliance by the Company with the Trustee, may amend, waive, modify or supplement any other provision of this Indenture or the Notes; providedSecurities. However, however, that no such amendmentsupplemental indenture, waiveragreement or instrument, modification or supplement mayincluding any waiver pursuant to Section 5.13, shall, without the written consent or waiver of the Holder of each Outstanding Note Security affected thereby:
(ia) reduce the principal amount at maturity of, or extend change the fixed maturity of, or alter the redemption provisions of, the Notes, (other than, subject to clause (vii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale or a Change at Control) or change the calculation of "Accreted Value",Securities;
(iib) change the currency in which any Notes Securities or amounts owing thereon is are payable,;
(iiic) reduce the percentage of Accreted Value the aggregate principal amount at maturity outstanding of Notes Securities which must consent to an amendment, supplement or waiver or consent to take any action under this Indenture or the Notes,Securities;
(ivd) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes,Securities;
(ve) waive a default in payment with respect to the Notes or any Guarantee,Securities;
(vif) reduce the rate or extend the time for payment of interest on the Notes,Securities;
(viig) following the occurrence of a Change of Control or an Asset Sale, alter the Company's obligation to purchase Notes as a result thereof the Securities in accordance with this Indenture or waive any default in the performance thereof,; or
(viiih) affect the ranking of the Notes Securities in a manner adverse to the holder of the Notes,
(ix) release any Guarantor from any of its obligations under its Guarantee or this Indenture except in compliance with the terms of this Indenture, or
(x) permit the creation of any Lien (other than the Lien as the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow AgreementHolder. Upon the written request of the Company accompanied by a copy of a Board Resolution of the Board authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Indenture (Golden Sky DBS Inc)
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With Amendments and modifications of this Indenture or the written Notes may be made by the Company and the Trustee with the consent of the Holders of not less more than a majority 75% of Accreted Value the principal amount of the Outstanding Notes delivered to the Company and the Trustee, the Company when authorized by a Board Resolution, together with the Trustee, may amend, waive, modify or supplement any other provision of this Indenture or the Notes; providedPROVIDED, howeverHOWEVER, that no such amendment, waiver, modification or supplement amendment may, without the written consent of the Holder of each Outstanding outstanding Note affected thereby:,
(ia) reduce the amount of Notes whose Holders must consent to an amendment;
(b) reduce the stated rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal amount of, or extend the fixed maturity of, or alter the redemption provisions of, the Notes, (other than, subject to clause (vii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale or a Change at Control) or change the calculation Stated Maturity of "Accreted Value",any Note;
(ii) change the currency in which any Notes or amounts owing thereon is payable,
(iiid) reduce the percentage premium payable upon the redemption or repurchase of Accreted Value outstanding of Notes any Note or change the time at which must consent to an amendment, supplement or waiver or consent to take any action under this Indenture or the Notes,Note may be redeemed;
(ive) make any Note payable in money other than that stated in the Note;
(f) impair the right of any Holder to receive payment of principal of and interest on such Xxxxxx's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the such Holder's Notes,; or
(vg) waive a default modify the ranking or priority of any Note in payment with respect to the Notes or any Guarantee,adverse manner;
(vi) reduce the rate or extend the time for payment of interest on the Notes,
(viih) following the occurrence of a Change of Control or an Asset SaleDisposition, alter the Company's obligation to purchase Notes as a result thereof in accordance with this Indenture or waive any default in the performance thereof,
(viii) affect the ranking of the Notes modify in a manner materially adverse to the holder Holders of Notes affected thereby the Notes,provi- sions of any covenant (or the related definitions) in this Indenture requiring the Company to make and consummate an offer to purchase with respect to such Change of Control or a Net Available Cash Offer with respect to such Asset Disposition;
(ixi) release make any Guarantor from any of its obligations under its Guarantee or this Indenture except change in compliance with the terms of this Indenture, or
(x) permit the creation of any Lien (other than the Lien as the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow Agreement. Upon the written request of the Company accompanied by a copy of a Board Resolution of the Board authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement amendment or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereofprovisions which require each affected Holder's consent.
Appears in 1 contract
Samples: Indenture (Atrium Corp)
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority of Accreted Value the aggregate principal amount at maturity of the Outstanding Notes delivered to the Company Holdings and the Trustee, the Company Holdings when authorized by a Board Resolution, together with the Trustee, may amend, waive, modify or supplement any other provision of this Indenture or the Notes; provided, however, that no such amendment, waiver, modification or supplement may, without the written consent of the Holder of each Outstanding Note affected thereby:
(i) reduce the principal amount of, or extend the fixed maturity of, or alter the redemption provisions of, the Notes, (other than, subject to clause (vii) below, provisions relating to repurchase of Notes upon the occurrence of whose Holders must consent to an Asset Sale or a Change at Control) or change the calculation of "Accreted Value",amendment;
(ii) change reduce the currency in which rate of or extend the time for payment of interest on any Notes or amounts owing thereon is payable,Note;
(iii) reduce the percentage of principal or Accreted Value outstanding of Notes which must consent to an amendment, supplement or waiver or consent to take change the Stated Maturity of any action under this Indenture or the Notes,Note;
(iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed as described under Section 2 of the Notes;
(v) make any Note payable in money other than that stated in the Notes;
(vi) impair the right of any Holder to receive payment of principal of and interest on such Holder's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the such Holder's Notes,
(v) waive a default in payment with respect to the Notes or any Guarantee,
(vi) reduce the rate or extend the time for payment of interest on the Notes,;
(vii) following the occurrence of a Change of Control or an Asset Sale, alter the Company's obligation to purchase Notes as a result thereof in accordance with this Indenture or waive make any default change in the performance thereof,amendment provisions which require each Holder's consent or in the waiver provisions; or
(viii) affect the ranking of subordinate the Notes in a manner adverse right of payment to the holder of the Notes,
(ix) release any Guarantor from any of its obligations under its Guarantee or this Indenture except in compliance with the terms of this Indenture, or
(x) permit the creation of any Lien (other than the Lien as the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow AgreementIndebtedness. Upon the written request of the Company Holdings accompanied by a copy of a Board Resolution of the Board authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon may rely as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company Holdings in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Indenture (Telemundo Holding Inc)
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority of Accreted Value in aggregate principal amount of the Outstanding Notes delivered to the Company Company, each Guarantor and the Trustee, the Company and each Guarantor (if a party thereto) when authorized by a Board Resolution, together with the Trustee, may amend, waive, modify or supplement any other provision of this Indenture or the NotesNotes or the Note Guarantees; provided, provided however, that no such amendment, waiver, modification or supplement may, without the written consent of the Holder of each Outstanding Note affected thereby:
(i) reduce the principal amount of, or extend the fixed maturity of, or alter the redemption provisions of, the Notes, (other than, subject to clause (vii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale or a Change at Control) or change the calculation Stated Maturity of "Accreted Value",any Note;
(ii) reduce the rate of or change the currency in which time for payment of interest on any Notes or amounts owing thereon is payable,such Note;
(iii) reduce change the percentage place or currency of Accreted Value outstanding payment of Notes which must consent principal of, or premium, if any, or interest on any such Note;
(iv) modify any provisions of this Indenture relating to an amendment, supplement or the waiver or consent of past defaults (other than to take any action under add sections of this Indenture or the Notes,
(ivNotes subject thereto) impair or the right of the Holders of Notes to institute suit for the enforcement of any payment on or with respect to any such Note or any Note Guarantee in respect thereof or the Notes,modification and amendment provisions of this Indenture and the Notes (other than to add sections of this Indenture or the Notes which may not be amended, supplemented or waived without the consent of each Holder therein affected);
(v) modify any of the provisions of clauses (i) through (viii) of this Section 9.02 or reduce the percentage of the principal amount of Outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(vi) waive a default in the payment with respect to of principal of, or interest on, the Notes or any Guarantee,
(vi) reduce except a rescission of acceleration of the rate or extend Notes by the time for Holders thereof as provided in this Indenture and a waiver of the payment of interest on the Notes,default that resulted from such acceleration);
(vii) following the occurrence of a Change of Control or an Asset Sale, alter the Company's obligation to purchase Notes as a result thereof in accordance with this Indenture or waive any default in the performance thereof,
(viii) affect modify the ranking or priority of any Note or the Notes Note Guarantee in a respect thereof of any Guarantor in any manner adverse to the holder Holders of the Notes,; or
(ixviii) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture except otherwise than in compliance accordance with the terms of this Indenture, or
(x) permit the creation of any Lien (other than the Lien as the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow Agreement. Upon the written request of the Company and each Guarantor accompanied by a copy of a Board Resolution of the Board of Directors of each of them authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Indenture (Saks Inc)
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority of Accreted Value in aggregate principal amount of the Outstanding Notes delivered to the Company and the Trustee, the Company when authorized by a Board Resolution, together with the Trustee, may amend, waive, modify or supplement any other provision of this Indenture or the Notes; provided, however, that no such amendment, waiver, modification or supplement may, without the written consent of the Holder of each Outstanding Note affected thereby:
(i) reduce the principal amount of, or extend change the fixed maturity of, or alter the redemption provisions of, the Notes, (other than, subject to clause (vii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale or a Change at Control) or change the calculation of "Accreted Value",
(ii) change the currency in which any Notes or amounts owing thereon is payable,
(iii) reduce the percentage of Accreted Value principal amount outstanding of Notes which must consent to an amendment, supplement or waiver or consent to take any action under this Indenture or the Notes,
(iv) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes,
(v) waive a default in payment with respect to the Notes or any GuaranteeNotes,
(vi) reduce the rate or extend change the time for of payment of interest on the Notes,
(vii) following make any change in Section 10.09 that adversely affects the occurrence rights of any Noteholder or amend the terms of the Notes or the Indenture in a Change of Control or an Asset Sale, alter the Company's obligation to purchase Notes as a way that would result thereof in accordance with this Indenture or waive any default in the performance thereof,loss of an exemption from any of the Taxes described thereunder, or
(viii) affect the ranking of the Notes in a manner adverse to the holder of the Notes,
(ix) release any Guarantor from any of its obligations under its Guarantee or this Indenture except in compliance with the terms of this Indenture, or
(x) permit the creation of any Lien (other than the Lien as the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow Agreement. Upon the written request of the Company accompanied by a copy of a Board Resolution of the Board authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Officer’s Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Indenture (Alestra)
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority of Accreted Value in aggregate principal amount of the Outstanding Notes Securities, by Act of said Holders delivered to the Company Company, each Guarantor and the Trustee, the Company Company, and each Guarantor (if a party thereto) when authorized by a Board Resolution, together and the Trustee may enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Security satisfactory to the TrusteeTrustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities, or of modifying in any manner the rights of the Holders under this Indenture or the Securities. The Holders of not less than a majority in aggregate principal amount of the outstanding Securities may amend, waive, modify or supplement waive compliance by the Company and each Guarantor with any other provision of this Indenture or the Notes; providedSecurities. However, however, that no such amendmentsupplemental indenture, waiveragreement or instrument, modification or supplement mayincluding any waiver pursuant to Section 5.13, shall, without the written consent or waiver of the Holder of each Outstanding Note Security affected thereby:
(ia) extend the maturity of the principal of, or any installment of interest on, any Security, or reduce the principal amount ofthereof or the rate of interest or any Additional Amounts in respect thereof, or extend the fixed maturity of, or alter the redemption prepayment provisions ofof the Securities or this Indenture, the Notes, (other than, subject to clause (vii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale or a Change at Control) or change the calculation of "Accreted Value",
(ii) change the coin or currency in which any Notes Security or amounts owing the accrued interest thereon or any Additional Amounts in respect thereof is payable,
(iii) reduce , change the percentage of Accreted Value outstanding of Notes place or postpone the time at which must consent to an amendmentpayments on the Securities are made, supplement or waiver or consent to take any action under this Indenture or the Notes,
(iv) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes,Securities or any Additional Amount, in respect thereof;
(vb) reduce the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for any amendment or supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain Defaults hereunder and their consequences) or consent provided for in this Indenture or with respect to any Security;
(c) waive a default in payment with respect to the Notes or any Guarantee,Securities;
(vid) reduce modify any of the rate provisions of this Section 9.02 or extend Sections 1.04, 5.08, 5.13 and 10.11, except to increase any such percentage, if applicable thereto, or to provide that certain other provisions of this Indenture cannot be modified or waived without the time for payment consent of interest on the Notes,Holder of each Security affected thereby;
(viie) following the occurrence of a Change of Control or an Asset Sale, alter the Company's ’s obligation to purchase Notes as a result thereof repurchase Securities in accordance with this Indenture the provisions of Article Eleven or waive any default in the performance thereof,;
(viiif) modify any of the provisions relating to a Change of Control in any material respect that is adverse to any Holder;
(g) adversely affect the ranking of the Notes Securities or any Guarantee in a manner adverse to the holder of the Notes,any Holder;
(ixh) except as provided in Section 13.03, release any Guarantor from any of its obligations under its Guarantee or this Indenture except Indenture;
(i) make any change that would result in compliance the Company or any Guarantor being required to make any withholding or deduction from payments made under or with respect to the terms of this Indenture, Securities (including payments made pursuant to any Guarantee); or
(xj) permit amend or modify the creation provisions of any Lien (other than the Lien as the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow AgreementSection 10.12. Upon the written request of the Company and each Guarantor accompanied by a copy of a Board Resolution of the Board of each of them authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority two-thirds of Accreted Value the aggregate principal amount of the Outstanding Notes Securities, by Act of said Holders delivered to the Company Company, each Guarantor and the Trustee, the Company Company, and each Guarantor (if a party thereto) when authorized by a Board Resolution, together and the Trustee may enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Security satisfactory to the TrusteeTrustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities, or of modifying in any manner the rights of the Holders under this Indenture or the Securities. The Holders of not less than two-thirds of the aggregate principal amount of the outstanding Securities may amend, waive, modify or supplement waive compliance by the Company and each Guarantor with any other provision of this Indenture or the Notes; providedSecurities. However, however, that no such amendmentsupplemental indenture, waiveragreement or instrument, modification or supplement mayincluding any waiver pursuant to Section 5.13, shall, without the written consent or waiver of the Holder of each Outstanding Note Security affected thereby:
(ia) extend the maturity of the principal of, or any installment of interest on, any Security, or reduce the principal amount ofthereof or the rate of interest or any Additional Amounts in respect thereof, or extend the fixed maturity of, or alter the redemption prepayment provisions ofof the Securities or this Indenture, the Notes, (other than, subject to clause (vii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale or a Change at Control) or change the calculation of "Accreted Value",
(ii) change the coin or currency in which any Notes Security or amounts owing the accrued interest thereon or any Additional Amounts in respect thereof is payable,
(iii) reduce , change the percentage of Accreted Value outstanding of Notes place or postpone the time at which must consent to an amendmentpayments on the Securities are made, supplement or waiver or consent to take any action under this Indenture or the Notes,
(iv) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes,Securities or any Additional Amount, in respect thereof;
(vb) reduce the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for any amendment or supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain Defaults hereunder and their consequences) or consent provided for in this Indenture or with respect to any Security;
(c) waive a default in payment with respect to the Notes or any Guarantee,Securities;
(vid) reduce modify any of the rate provisions of this Section 9.02 or extend Sections 1.04, 5.08, 5.13 and 10.11, except to increase any such percentage, if applicable thereto, or to provide that certain other provisions of this Indenture cannot be modified or waived without the time for payment consent of interest on the Notes,Holder of each Security affected thereby;
(viie) following the occurrence of a Change of Control or an Asset Sale, alter the Company's ’s obligation to purchase Notes as a result thereof repurchase Securities in accordance with this Indenture the provisions of Article Eleven or waive any default in the performance thereof,;
(viiif) modify any of the provisions relating to a Change of Control in any material respect that is adverse to any Holder;
(g) adversely affect the ranking of the Notes Securities or any Guarantee in a manner adverse to the holder of the Notes,any Holder;
(ixh) except as provided in Section 13.03, release any Guarantor from any of its obligations under its Guarantee or this Indenture except Indenture;
(i) make any change that would result in compliance the Company or any Guarantor being required to make any withholding or deduction from payments made under or with respect to the terms of this Indenture, Securities (including payments made pursuant to any Guarantee); or
(xj) permit amend or modify the creation provisions of any Lien (other than the Lien as the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow AgreementSection 10.12. Upon the written request of the Company and each Guarantor accompanied by a copy of a Board Resolution of the Board of each of them authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority two-thirds of Accreted Value the aggregate principal amount of the Outstanding Notes Securities, by Act of said Holders delivered to the Company Company, each Guarantor and the Trustee, the Company Company, and each Guarantor (if a party thereto) when authorized by a Board Resolution, together and the Trustee may enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Security satisfactory to the TrusteeTrustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities, or of modifying in any manner the rights of the Holders under this Indenture or the Securities. The Holders of not less than two-thirds of the aggregate principal amount of the outstanding Securities may amend, waive, modify or supplement waive compliance by the Company and each Guarantor with any other provision of this Indenture or the Notes; providedSecurities. However, however, that no such amendmentsupplemental indenture, waiveragreement or instrument, modification or supplement mayincluding any waiver pursuant to Section 5.13, shall, without the written consent or waiver of the Holder of each Outstanding Note Security affected thereby:
(ia) extend the maturity of the principal of, or any installment of interest on, any Security, or reduce the principal amount ofthereof or the rate of interest or any Additional Amounts in respect thereof, or extend the fixed maturity of, or alter the redemption prepayment provisions ofof the Securities or this Indenture, the Notes, (other than, subject to clause (vii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale or a Change at Control) or change the calculation of "Accreted Value",
(ii) change the coin or currency in which any Notes Security or amounts owing the accrued interest thereon or any Additional Amounts in respect thereof is payable,
(iii) reduce , change the percentage of Accreted Value outstanding of Notes place or postpone the time at which must consent to an amendmentpayments on the Securities are made, supplement or waiver or consent to take any action under this Indenture or the Notes,
(iv) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes,Securities or any Additional Amount, in respect thereof;
(vb) reduce the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for any amendment or supplemental indenture, or the consent of whose Holders is required for any 120 waiver (of compliance with certain provisions of this Indenture or certain Defaults hereunder and their consequences) or consent provided for in this Indenture or with respect to any Security;
(c) waive a default in payment with respect to the Notes or any Guarantee,Securities;
(vid) reduce modify any of the rate provisions of this Section 9.02 or extend Sections 1.04, 5.08, 5.13 and 10.11, except to increase any such percentage, if applicable thereto, or to provide that certain other provisions of this Indenture cannot be modified or waived without the time for payment consent of interest on the Notes,Holder of each Security affected thereby;
(viie) following the occurrence of a Change of Control or an Asset Sale, alter the Company's obligation to purchase Notes as a result thereof repurchase Securities in accordance with this Indenture the provisions of Article Eleven or waive any default in the performance thereof,;
(viiif) modify any of the provisions relating to a Change of Control in any material respect that is adverse to any Holder;
(g) adversely affect the ranking of the Notes Securities or any Guarantee in a manner adverse to the holder of the Notes,any Holder;
(ixh) except as provided in Section 13.03, release any Guarantor from any of its obligations under its Guarantee or this Indenture except Indenture;
(i) make any change that would result in compliance the Company or any Guarantor being required to make any withholding or deduction from payments made under or with respect to the terms of this Indenture, Securities (including payments made pursuant to any Guarantee); or
(xj) permit amend or modify the creation provisions of any Lien (other than the Lien as the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow AgreementSection 10.12. Upon the written request of the Company and each Guarantor accompanied by a copy of a Board Resolution of the Board of each of them authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.. 121
Appears in 1 contract
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority of Accreted Value in aggregate principal amount of the Outstanding Notes Outstand- ing Securities, by Act of said Holders delivered to the Company Company, each Guarantor, if any, and the Trustee, the Company Company, and each Guarantor (if a party thereto) when authorized by a Board Resolution, together and the Trustee may enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Guarantee satisfactory to the TrusteeTrustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Securities or any Guarantee, or of modifying in any manner the rights of the Holders under this Indenture, the Securities or any Guarantee. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities may amend, waive, modify or supplement waive compliance by the Company and each Guarantor with any other provision of this Indenture or the Notes; providedSecurities or any Guarantee. However, however, that no such amendmentsupplemental indenture, waiveragreement or instrument, modification or supplement mayincluding any waiver pursuant to Section 5.13, shall, without the written consent or waiver of the Holder of each Outstanding Note Security affected thereby:
(ia) extend the Stated Maturity of the principal of, or any installment of interest on, any Security, or reduce the principal amount ofthereof or the rate of interest thereon or any premium payable upon the redemption thereof or any Additional Amounts in respect thereof, or extend the fixed maturity of, or alter the redemption provisions ofof the Securities or this Indenture, the Notes, (other than, subject to clause (vii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale or a Change at Control) or change the calculation of "Accreted Value",
(ii) change the coin or currency in which any Notes Security or amounts owing Guarantee or any premium or the accrued interest thereon or any Additional Amounts in respect thereof is payable,
(iii) reduce the percentage of Accreted Value outstanding of Notes which must consent to an amendment, supplement or waiver or consent to take any action under this Indenture or the Notes,
(iv) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes,Securities, any Guarantee, or any Additional Amount in respect thereof;
(vb) waive a default reduce the percentage in payment principal amount of the Outstanding Securities, the consent of whose Holders is required for any amendment or supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain Defaults hereunder and their consequences) or consent provided for in this Indenture or with respect to the Notes any Security or any Guarantee,;
(vic) reduce modify any of the rate provisions of this Section 9.02 or extend Sections 1.04, 5.08, 5.13 and 10.11, except to increase any such percentage, if applicable thereto, or to provide that certain other provisions of this Indenture cannot be modified or waived without the time for payment consent of interest on the Notes,Holder of each Security affected thereby;
(viid) following the occurrence of a Change of Control or an Asset Sale, alter the Company's obligation with respect to such Asset Sale to purchase Notes as a result thereof Securities in accordance with this Indenture the provisions of Section 10.15 or waive any default in the performance thereof,;
(viiie) following the occurrence of a Change of Control, alter the Company's obligation to make a Change of Control Offer and to purchase all Securities validly tendered pursuant thereto in accordance with the provisions of Section 10.16 or waive any default in the performance thereof.
(f) adversely affect the ranking of the Notes Securities or any Guarantee in a manner adverse to the holder of the Notes,any Holder;
(ixg) except as provided in Section 13.04, release any Guarantor from any of its obligations under its Guarantee or this Indenture except Indenture;
(h) make any change that would result in compliance the Company or any Guarantor being required to make any withholding or deduction from payments made under or with respect to the terms Securities (including payments made pursuant to any Guarantee);
(i) amend or modify the provisions of this Indenture, Section 10.08; or
(xj) permit the creation of any Lien (other than the Lien as of the Pledgee) created by Trustee on the Escrow Agreement or terminate the Lien created by Collateral pursuant to the Escrow Agreement. Upon the written request of the Company and each Guarantor accompanied by a copy of a Board Resolution of the Board of each of them authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority of Accreted Value in aggregate principal amount of the Outstanding Notes Securities delivered to the Company Company, each Guarantor and the Trustee, the Company and each Guarantor when authorized by a Board Resolution, together with the Trustee, may amend, waive, modify or supplement any other provision of this Indenture or the NotesSecurities or the Security Guarantees; provided, however, that no such amendment, waiver, modification or supplement may, without the written consent of the Holder of each Outstanding Note Security affected thereby:
(i) change the maturity of the principal of or any installment of interest on any such Security or alter the optional redemption or repurchase provisions of any such Security or this Indenture in a manner adverse to the Holders of the Securities;
(ii) reduce the principal amount of, of (or extend the fixed maturity of, or alter the redemption provisions of, the Notes, (other than, subject to clause (viipremium) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale or a Change at Control) or change the calculation of "Accreted Value",
(ii) change the currency in which any Notes or amounts owing thereon is payable,such Security;
(iii) reduce the percentage rate of Accreted Value outstanding or extend the time for payment of Notes which must consent interest on any such Security;
(iv) change the place or currency of payment of principal of (or premium) or interest on any such Security;
(v) modify any provisions of this Indenture relating to an amendment, supplement or the waiver or consent of past defaults (other than to take any action under add sections to this Indenture or the Notes,
(ivSecurities subject thereto) impair or the right of the Holders of Securities to institute suit for the enforcement of any payment on or with respect to the Notes,
(v) waive a default in payment with respect to the Notes any such Security or any Guarantee,Security Guarantee or the modification and amendment provisions of this Indenture and the Securities (other than to add sections to this Indenture or the Securities which may not be amended, supplemented or waived without the consent of each Holder therein affected);
(vi) reduce the rate percentage of the principal amount of Outstanding Securities necessary for amendment to or extend waiver of compliance with any provision of this Indenture or the time Securities or for payment waiver of interest on the Notes,any Default in respect thereof;
(vii) following waive a default in the occurrence payment of principal of, premium, if any, or interest on, or redemption payment with respect to, the Securities (except a rescission of acceleration of the Securities by the holders thereof as provided in this Indenture and a waiver of the payment default that resulted from such acceleration);
(viii) modify the ranking or priority of any Security or the Security Guarantee of any Guarantor;
(ix) modify the provisions of any covenant (or the related definitions) in this Indenture requiring the Company to make and consummate a Change of Control Offer upon a Change of Control or an Asset Sale, alter Sale Offer in respect of an Asset Sale or modify any of the Company's obligation provisions or definitions with respect thereto in a manner materially adverse to purchase Notes as a result thereof the Holders of Securities affected thereby otherwise than in accordance with this Indenture or waive any default in the performance thereof,Indenture; or
(viii) affect the ranking of the Notes in a manner adverse to the holder of the Notes,
(ixx) release any Guarantor from any of its obligations under its Security Guarantee or this Indenture except otherwise than in compliance accordance with the terms of this Indenture, or
(x) permit the creation of any Lien (other than the Lien as the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow Agreement. Upon the written request of the Company and each Guarantor accompanied by a copy of a Board Resolution of the Board of Directors of each of them authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section 9.02 to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority of Accreted Value in aggregate principal face amount of the Outstanding Notes delivered to the Company Company, each of the Subsidiary Guarantors, if any, and the Trustee, the Company Company, when authorized by a Board Resolution, each Subsidiary Guarantor, if any, when authorized by a Subsidiary Guarantor Board Resolution, together with the Trustee, may amend, waive, modify or supplement any other provision of this Indenture or the Notes; provided, however, that no such amendment, waiver, modification or supplement may, without the written consent of the Holder of each Outstanding Note affected thereby:
(i) reduce the principal amount of, or extend change the fixed maturity of, or alter the redemption provisions of, the Notes, (other than, subject to clause (vii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale or a Change at Control) or change the calculation of "Accreted Value",
(ii) change the currency in which any Notes or amounts owing thereon is payable,
(iii) reduce the percentage of Accreted Value the aggregate principal face amount outstanding of Notes which must consent to an amendment, supplement or waiver or consent to take any action under this Indenture or the Notes,
(iv) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes,
(v) waive a default in payment with respect to the Notes, other than a waiver consisting of the rescission of any declaration of acceleration with respect to the Notes or any Guaranteeeffected in compliance with Section 5.02,
(vi) reduce the rate or extend change the time for payment of interest on the Notes,
(vii) following the occurrence of a Change of Control or an Asset Sale, alter the Company's obligation to purchase the Notes as a result thereof in accordance with this Indenture or waive any default in the performance thereof,
(viii) affect the ranking of the Notes in a manner adverse to the holder Holders of the Notes,, or
(ix) release any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture except in compliance with the terms of this Indenture, or
(x) permit the creation of any Lien (other than the Lien as the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow AgreementArticle Thirteen hereof. Upon the written request of the Company accompanied by a copy of a Board Resolution of the Board authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee and each Subsidiary Guarantor, if any, shall join with the Company in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Indenture (Wam Net Inc)
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority of Accreted Value in aggregate principal amount of the Outstanding Notes Securities delivered to the Company and the Trustee, the Company Company, when authorized by a Board Resolution, together and the Trustee may enter into an indenture or indentures supplemental hereto satisfactory to the Trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities, or of modifying in any manner the rights of the Holders under this Indenture or 80 -73- the Securities. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities may waive compliance by the Company with the Trustee, may amend, waive, modify or supplement any other provision of this Indenture or the Notes; providedSecurities. However, however, that no such amendmentsupplemental indenture, waiveragreement or instrument, modification or supplement mayincluding any waiver pursuant to Section 5.13, shall, without the written consent or waiver of the Holder of each Outstanding Security affected thereby:
(a) change the Stated Maturity of the principal of, or any installment of interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, alter the redemption provisions of the Securities or this Indenture, or change the coin or currency in which any Security or any premium or the accrued interest thereon is payable, or impair the right to institute suit for the enforcement of any payment after the Stated Maturity thereof (or, in the case of a purchase pursuant to Section 10.10 of this Indenture, on or after the applicable purchase date, as the case may be);
(b) reduce the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for any supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain Defaults hereunder and their consequences) or consent provided for in this Indenture or with respect to any Security;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 and 5.16, except to increase any such percentage, if applicable thereto, or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note Security affected thereby:;
(id) reduce consent to the principal amount ofassignment or transfer by the Company of any of their rights and obligations under this Indenture, the Securities;
(e) following either (x) the mailing of a notice of a Change of Control Offer or extend (y) the fixed maturity offailure to mail such notice prior to the date set forth in the first paragraph of Section 10.10, or in either case, following satisfaction of the condition precedent to the mailing of such notice as set forth in Section 10.10, alter the redemption provisions of, the Notes, (other than, subject Company's obligation to clause (vii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale or purchase Securities as a Change at Control) or change the calculation of "Accreted Value",
(ii) change the currency result thereof in which any Notes or amounts owing thereon is payable,
(iii) reduce the percentage of Accreted Value outstanding of Notes which must consent to an amendment, supplement or waiver or consent to take any action under accor dance with this Indenture or waive any default in the Notes,performance thereof;
(ivf) adversely affect the ranking of the Securities in a manner adverse to any Holder;
(g) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes,
(v) waive a default in payment with respect to the Notes or any Guarantee,
(vi) reduce the rate or extend the time for payment of interest on the Notes,
(vii) following the occurrence of a Change of Control or an Asset Sale, alter the Company's obligation to purchase Notes as a result thereof in accordance with this Indenture or waive any default in the performance thereof,
(viii) affect the ranking of the Notes in a manner adverse to the holder of the Notes,
(ix) release any Guarantor from any of its obligations under its Guarantee or this Indenture except in compliance with the terms of this Indenture, Securities; or
(xh) permit change the creation of currency in which such Securities or any Lien (other than premium or the Lien as the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow Agreementinterest thereon is payable. Upon the written request of the Company accompanied by a copy of a Board Resolution of the Board authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Indenture (Westpoint Stevens Inc)
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority of Accreted Value in aggregate principal amount of the Outstanding Notes Securities, by Act of said Holders delivered to the Company Company, each Guarantor and the Trustee, the Company Company, and each Guarantor (if a party thereto) when authorized by a Board Resolution, together and the Trustee may enter into an indenture or indentures supplemental hereto or agreements or other instruments with respect to any Security satisfactory to the TrusteeTrustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities, or of modifying in any manner the rights of the Holders under this Indenture or the Securities. The Holders of not less than a majority in aggregate principal amount of the outstanding Securities may amend, waive, modify or supplement waive compliance by the Company and each Guarantor with any other provision of this Indenture or the Notes; providedSecurities. However, however, that no such amendmentsupplemental indenture, waiveragreement or instrument, modification or supplement mayincluding any waiver pursuant to Section 5.13, shall, without the written consent or waiver of the Holder of each Outstanding Note Security affected thereby:
(ia) extend the maturity of the principal of, or any installment of interest on, any Security, or reduce the principal amount ofthereof or the rate of interest or any Additional Amounts in respect thereof, or extend the fixed maturity of, or alter the redemption prepayment provisions ofof the Securities or this Indenture, the Notes, (other than, subject to clause (vii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale or a Change at Control) or change the calculation of "Accreted Value",
(ii) change the coin or currency in which any Notes Security or amounts owing the accrued interest thereon or any Additional Amounts in respect thereof is payable,
(iii) reduce , change the percentage of Accreted Value outstanding of Notes place or postpone the time at which must consent to an amendmentpayments on the Securities are made, supplement or waiver or consent to take any action under this Indenture or the Notes,
(iv) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes,Securities or any Additional Amount, in respect thereof;
(vb) reduce the percentage in principal amount of the Outstanding Securities, the consent of whose Holders is required for any amendment or supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain Defaults hereunder and their consequences) or consent provided for in this Indenture or with respect to any Security;
(c) waive a default in payment with respect to the Notes or any Guarantee,Securities;
(vid) reduce modify any of the rate provisions of this Section 9.02 or extend the time for payment Sections 1.04, 5.08, 5.13 and 10.11, except to increase any such percentage, if applicable thereto, or to provide that certain other provisions of interest on the Notes,
(vii) following the occurrence of a Change of Control or an Asset Sale, alter the Company's obligation to purchase Notes as a result thereof in accordance with this Indenture cannot be modified or waive any default in the performance thereof,
(viii) affect the ranking of the Notes in a manner adverse to the holder of the Notes,
(ix) release any Guarantor from any of its obligations under its Guarantee or this Indenture except in compliance with the terms of this Indenture, or
(x) permit the creation of any Lien (other than the Lien as the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow Agreement. Upon the written request of the Company accompanied by a copy of a Board Resolution of the Board authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of waived without the consent of Holders as aforesaid, the Trustee shall join with the Company in the execution Holder of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.each Security affected thereby;
Appears in 1 contract
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority of Accreted Value in aggregate principal amount of the Outstanding Notes Securities delivered to the Company and the Trustee, the Company Company, when authorized by a Board Resolution, together and the Trustee may enter into an indenture or indentures supplemental hereto satisfactory to the Trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or the Escrow Agreement, or of modifying in any manner the rights of the Holders under this Indenture or the Securities or the Escrow Agreement. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities may waive compliance by the Company with the Trustee, may amend, waive, modify or supplement any other provision of this Indenture or the Notes; providedSecurities. However, however, that no such amendmentsupplemental indenture, waiveragreement or instrument, modification or supplement mayincluding any waiver pursuant to Section 5.13, shall, 91 without the written consent or waiver of the Holder of each Outstanding Note Security affected thereby:
(ia) reduce the principal amount of, or extend change the fixed maturity of, or alter the redemption provisions of, the Notes, (other than, subject to clause (vii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale or a Change at Control) or change the calculation of "Accreted Value",Securities;
(iib) change the currency in which any Notes Securities or amounts owing thereon is are payable,;
(iiic) reduce the percentage of Accreted Value the aggregate principal amount outstanding of Notes Securities which must consent to an amendment, supplement or waiver or consent to take any action under this Indenture or the Notes,Securities;
(ivd) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes,Securities;
(ve) waive a default in payment with respect to the Notes or any Guarantee,Securities;
(vif) reduce the rate or extend the time for payment of interest on the Notes,Securities;
(viig) following the occurrence of a Change of Control or an Asset Sale, alter the Company's obligation to purchase Notes as a result thereof the Securities in accordance with this Indenture or waive any default in the performance thereof,;
(viiih) affect the obligations of the Company to make an Escrow Proceeds Offer or alter its obligation to purchase the Securities pursuant to an Escrow Proceeds Offer in accordance with this Indenture or waive any default in the performance thereof;
(i) affect the ranking of the Notes Securities in a manner adverse to the holder of the Notes,Holder;
(ixj) release any Guarantor from any of its obligations under its Guarantee or this Indenture except in compliance with the terms of this Indenture, ; or
(xk) permit the creation of release any Lien (other than the Lien as the Pledgee) Liens created by the Escrow Agreement or terminate except in accordance with the Lien created by terms of the Escrow Agreement. Upon the written request of the Company accompanied by a copy of a Board Resolution of the Board authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Indenture (Golden Sky Systems Inc)
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With Amendments and modifications of this Indenture or the written Notes may be made by the Company, the Guarantors and the Trustee with the consent of the Holders of not less than a majority of Accreted Value the aggregate principal amount of the Outstanding Notes delivered outstanding Notes; PROVIDED, HOWEVER, that no such modification or amendment may, without the consent of the holder of each outstanding Note affected thereby,
(a) change the maturity of the principal of, or any installment of interest on, any such Note or alter the optional redemption or repurchase provisions of any such Note or this Indenture in a manner adverse to the Company and Holders of the TrusteeNotes;
(b) reduce the principal amount of (or the premium of) any such Note;
(c) reduce the rate of or extend the time for payment of interest on any such Note;
(d) change the place or currency of payment of principal of (or premium), or interest on, any such Note;
(e) modify any provisions of this Indenture relating to the Company when authorized by a Board Resolution, together with the Trustee, may amend, waive, modify or supplement any waiver of past defaults (other provision than to add sections of this Indenture or the Notes; provided, however, that no such amendment, waiver, modification Notes subject thereto) or supplement may, without the written consent right of the Holder of each Outstanding Note affected thereby:
(i) reduce the principal amount of, or extend the fixed maturity of, or alter the redemption provisions of, the Notes, (other than, subject to clause (vii) below, provisions relating to repurchase Holders of Notes upon the occurrence of an Asset Sale or a Change at Control) or change the calculation of "Accreted Value",
(ii) change the currency in which any Notes or amounts owing thereon is payable,
(iii) reduce the percentage of Accreted Value outstanding of Notes which must consent to an amendment, supplement or waiver or consent to take any action under this Indenture or the Notes,
(iv) impair the right to institute suit for the enforcement of any payment on or with respect to any such Note or any Guarantee or the Notes,modification and amendment provisions of this Indenture and the Notes (other than to add sections of this Indenture or the Notes which may not be amended, supplemented or waived without the consent of each Holder therein affected);
(vf) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any provision of this Indenture or the Notes or for waiver of any Default in respect thereof;
(g) waive a default in the payment of principal of, premium, if any, or interest on, or redemption payment with respect to to, the Notes or any Guarantee,(except a rescission of acceleration of the Notes by the Holders thereof as provided in this Indenture and a waiver of the payment default that resulted from such acceleration);
(vih) reduce modify the rate ranking or extend priority of any Note or the time for payment Guarantee of interest on the Notes,any Guarantor or make any change to Article Fourteen;
(viii) following the occurrence of a Change of Control or an Asset Sale, alter modify the Company's obligation provisions of any covenant (or the related definitions) in this Indenture requiring the Company to purchase make and consummate a Change of Control Offer in respect of such Change of Control or Asset Sale Offer in respect of an Asset Sale or modify any of the provisions or definitions with respect thereto in a manner materially adverse to the Holders of Notes as a result thereof affected thereby otherwise than in accordance with this Indenture or waive any default in the performance thereof,Indenture; or
(viii) affect the ranking of the Notes in a manner adverse to the holder of the Notes,
(ixj) release any Guarantor from any of its obligations under its Guarantee or this Indenture except otherwise than in compliance accordance with the terms of this Indenture, or
(x) permit the creation of any Lien (other than the Lien as the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow Agreement. Upon the written request of the Company and each Guarantor accompanied by a copy of a Board Resolution of the Board of Directors of the Company and each Guarantor authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company and each Guarantor in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority of Accreted Value in aggregate principal amount of the Outstanding Notes Securities delivered to the Company and the Trustee, the Company Company, when authorized by a Board Resolution, together and the Trustee may enter into an indenture or indentures supplemental hereto satisfactory to the Trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Securities or of modifying in any manner the rights of the Holders under this Indenture or the Securities. The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities may waive compliance by the Company with the Trustee, may amend, waive, modify or supplement any other provision of this Indenture or the Notes; providedSecurities. However, however, that no such amendmentsupplemental indenture, waiveragreement or instrument, modification or supplement mayincluding any waiver pursuant to Section 5.13, shall, without the written consent or waiver of the Holder of each Outstanding Security affected thereby:
(a) change the Stated Maturity of the principal of, or any installment of interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, alter the redemption provisions of the Securities or this Indenture, or change the coin or currency in which any Security or any premium or the accrued interest thereon is payable, or impair the right to institute suit for the enforcement of any payment after the Stated Maturity thereof (or, in the case of either a redemption or a purchase pursuant to Sections 10.11 or 10.16 of this Indenture, on or after the applicable Redemption Date or purchase date, as the case may be);
(b) reduce the percentage of the aggregate principal amount of the Outstanding Securities, the consent of whose Holders is required for any amendment or supplemental indenture, or the consent of whose Holders is required for any waiver or consent provided for in this Indenture, the Escrow Agreement or with respect to any Security;
(c) modify any of the provisions of this Section 9.02 or Sections 5.13 and 5.16, except to increase any such percentage, if applicable thereto, or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Note Security affected thereby:;
(d) consent to the assignment or transfer by the Company of any of its rights and obligations under this Indenture or the Securities;
(e) release any Liens created by the Escrow Agreement except in strict accordance with the terms of the Escrow Agreement;
(f) following (i) reduce either (x) the principal amount ofmailing of a notice of a Change of Control Offer or (y) the failure to mail such notice prior to the date set forth in the second paragraph of Section 10.11, in either case, following satisfaction of the condition precedent to the mailing of such notice set forth in the first paragraph of Section 10.11, or extend the fixed maturity of, or alter the redemption provisions of, the Notes, (other than, subject to clause (viiii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale Sale, alter the Company's obligation to repurchase Securities in accordance with the provisions of Sections 10.11 or a Change at Control) 10.16, as the case may be, or change waive any default in the calculation of "Accreted Value",performance thereof;
(iig) change adversely affect the currency ranking of the Securities in which a manner adverse to any Notes or amounts owing thereon is payable,Holder;
(iiih) reduce release any Guarantee except in compliance with the percentage terms of Accreted Value outstanding of Notes which must consent to an amendment, supplement or waiver or consent to take any action under this Indenture or the Notes,Indenture;
(ivi) waive a default in payment with respect to the Securities or impair the right to institute suit for the enforcement of any payment on or with respect to the Notes,
(v) waive a default in payment with respect to the Notes or any Guarantee,
(vi) reduce the rate or extend the time for payment of interest on the Notes,
(vii) following the occurrence of a Change of Control or an Asset Sale, alter the Company's obligation to purchase Notes as a result thereof in accordance with this Indenture or waive any default in the performance thereof,
(viii) affect the ranking of the Notes in a manner adverse to the holder of the Notes,
(ix) release any Guarantor from any of its obligations under its Guarantee or this Indenture except in compliance with the terms of this Indenture, Securities; or
(xj) permit amend or modify the creation provisions of any Lien (other than the Lien as the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow AgreementSection 10.08. Upon the written request of the Company accompanied by a copy of a Board Resolution of the Board of Directors authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Indenture (Optel Inc)
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority of Accreted Value the aggregate principal amount of the Outstanding Notes Securities of each series affected by such supplemental indenture, agreement or waiver delivered to the Company Issuer and the Trustee, the Company Issuer when authorized by a Board Resolution, together with the Trustee, may amend, waive, modify or supplement any other provision of this Indenture or the NotesSecurities of such series; provided, however, that no such amendment, waiver, modification or supplement may, without the written consent of the Holder of each Outstanding Note Security affected thereby:
(ia) change the Stated Maturity of the principal of, or any installment of interest on, any Security,
(b) reduce the principal amount of, or extend premium, if any, or interest on, any Security including an Original Issue Discount Security that would be due and payable upon a declaration of acceleration of the fixed maturity thereof pursuant to Section 5.02,
(c) change the place, time or currency of payment of principal of, or alter the redemption provisions ofpremium, the Notesif any, (other thanor interest on, subject to clause (vii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale or a Change at Control) or change the calculation of "Accreted Value"any Security,
(ii) change the currency in which any Notes or amounts owing thereon is payable,
(iii) reduce the percentage of Accreted Value outstanding of Notes which must consent to an amendment, supplement or waiver or consent to take any action under this Indenture or the Notes,
(ivd) impair the right to institute suit for the enforcement of any payment on or with respect to after the NotesStated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Security,
(ve) reduce the above-stated percentage of Outstanding Securities of any series the consent of whose Holders is necessary to modify or amend this Indenture,
(f) waive a default in the payment with respect to of principal of, premium, if any, or interest on the Notes or any Guarantee,Securities, or
(vig) reduce the rate percentage or extend aggregate principal amount of Outstanding Securities of any series the time consent of whose Holders is necessary for payment waiver of interest on the Notes,
(vii) following the occurrence compliance with certain provisions of a Change of Control or an Asset Sale, alter the Company's obligation to purchase Notes as a result thereof in accordance with this Indenture or waive any default in the performance thereof,for waiver of certain defaults.
(viiih) affect change the ranking of the Notes redemption provisions (including Article Eleven) hereof in a manner adverse to the holder of the Notes,
(ix) release any Guarantor from any of its obligations under its Guarantee or this Indenture except in compliance with the terms of this Indenture, such Holder; or
(xi) permit modify any of the creation provisions of this Section or Section 5.13, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Lien (other than Holder with respect to changes in the Lien as references to "the PledgeeTrustee" and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) created by the Escrow Agreement or terminate the Lien created by the Escrow Agreementand 9.
01. Upon the written request of the Company Issuer accompanied by a copy of a Board Resolution of the Board of Directors authorizing the execution of any such supplemental indenture or other agreementinstrument effecting an amendment, instrument waiver, modification or waiversupplement authorized by this Section 9.02, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such changeamendment, agreementwaiver, modification or supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company Issuer in the execution of such supplemental indenture or other agreementinstrument. A supplemental indenture which changes or eliminates any covenant or other provisions of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, instrument or waiverwhich modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiveramendment, modification, waiver or supplement, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Senior Debt Indenture (Caprock Communications Corp)
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With Amendments and modifications of this Indenture or the written Notes may be made by the Company and the Trustee with the consent of the Holders of not less more than a majority 75% of Accreted Value the principal amount of the Outstanding Notes delivered to the Company and the Trustee, the Company when authorized by a Board Resolution, together with the Trustee, may amend, waive, modify or supplement any other provision of this Indenture or the Notes; provided, however, that no such amendment, waiver, modification or supplement amendment may, without the written consent of the Holder of each Outstanding outstanding Note affected thereby:,
(ia) reduce the amount of Notes whose Holders must consent to an amendment;
(b) reduce the stated rate of or extend the stated time for payment of interest on any Note;
(c) reduce the principal amount of, or extend the fixed maturity of, or alter the redemption provisions of, the Notes, (other than, subject to clause (vii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale or a Change at Control) or change the calculation Stated Maturity of "Accreted Value",any Note;
(ii) change the currency in which any Notes or amounts owing thereon is payable,
(iiid) reduce the percentage premium payable upon the redemption or repurchase of Accreted Value outstanding of Notes any Note or change the time at which must consent to an amendment, supplement or waiver or consent to take any action under this Indenture or the Notes,Note may be redeemed;
(ive) make any Note payable in money other than that stated in the Note;
(f) impair the right of any Holder to receive payment of principal of and interest on such Holder's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to the such Holder's Notes,; or
(vg) waive a default modify the ranking or priority of any Note in payment with respect to the Notes or any Guarantee,adverse manner;
(vi) reduce the rate or extend the time for payment of interest on the Notes,
(viih) following the occurrence of a Change of Control or an Asset SaleDisposition, alter the Company's obligation to purchase Notes as a result thereof in accordance with this Indenture or waive any default in the performance thereof,
(viii) affect the ranking of the Notes modify in a manner materially adverse to the holder Holders of Notes affected thereby the Notes,provisions of any covenant (or the related definitions) in this Indenture requiring the Company to make and consummate an offer to purchase with respect to such Change of Control or a Net Available Cash Offer with respect to such Asset Disposition;
(ixi) release make any Guarantor from any of its obligations under its Guarantee or this Indenture except change in compliance with the terms of this Indenture, or
(x) permit the creation of any Lien (other than the Lien as the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow Agreement. Upon the written request of the Company accompanied by a copy of a Board Resolution of the Board authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement amendment or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereofprovisions which require each affected Holder's consent.
Appears in 1 contract
Samples: Indenture (Atrium Corp)
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority of Accreted Value in aggregate principal amount of the Outstanding Notes delivered to the Company and the Trustee, the Company when authorized by a Board Resolution, together with the Trustee, may amend, waive, modify or supplement any other provision of this Indenture or the Notes; provided, however, that no such amendment, waiver, modification or supplement may, without the written consent of the Holder of each Outstanding Note affected thereby:
(i) reduce the principal amount of, or extend change the fixed maturity of, or alter the redemption provisions of, the Notes, (other than, subject to clause (vii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale or a Change at Control) or change the calculation of "Accreted Value"),
(ii) change the currency in which any Notes or amounts owing thereon is payable,
(iii) reduce the percentage of Accreted Value principal amount outstanding of Notes which must consent to an amendment, supplement or waiver or consent to take any action under this Indenture or the Notes,
(iv) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes,
(v) waive a default in payment with respect to the Notes or any Guarantee,
(vi) reduce the rate or extend the time for payment of interest on the Notes,
(vii) following the occurrence of a Change of Control or an Asset Sale, alter the Company's obligation to purchase Notes as a result thereof in accordance with this Indenture or waive any default in the performance thereof,
(viii) affect the ranking of the Notes in a manner adverse to the holder of the Notes,
(ix) release any Guarantor from any of its obligations under its Guarantee or this Indenture except in compliance with the terms of this Indenture, or
(x) permit the creation of any Lien (other than the Lien as of the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow Agreement. Upon the written request of the Company accompanied by a copy of a Board Resolution of the Board authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Officer's Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Indenture (RCN Corp /De/)
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority of Accreted Value in aggregate principal amount of the Outstanding Notes delivered to the Company and the Trustee, the Company when authorized by a Board Resolution, together with the Trustee, may amend, waive, modify or supplement any other provision of this Indenture or the Notes; provided, however, that no such amendment, waiver, modification or supplement may, without the written consent of the Holder of each Outstanding Note affected thereby:
(i) reduce the principal amount of, or extend change the fixed maturity of, or alter the redemption provisions of, the Notes, (other than, subject to clause (vii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale or a Change at Control) or change the calculation of "Accreted Value",
(ii) change the currency in which any Notes or amounts owing thereon is payable,
(iii) reduce the percentage of Accreted Value the aggregate principal amount outstanding of Notes which must consent to an amendment, supplement or waiver or consent to take any action under this Indenture or the Notes,
(iv) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes,
(v) waive a default in payment with respect to the Notes or any GuaranteeNotes,
(vi) reduce the rate or extend change the time for payment of interest on the Notes,
(vii) following the occurrence of a Change of Control or an Asset Sale, alter the Company's obligation to purchase the Notes as a result thereof in accordance with this Indenture or waive any default in the performance thereof,
(viii) affect the ranking of the Notes in a manner adverse to the holder of the Notes,
(ix) release any Guarantor from any of its obligations under its Guarantee or this Indenture except in compliance with the terms of this Indenture, or
(x) permit the creation of any Lien (other than the Lien as the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow Agreement. Upon the written request of the Company accompanied by a copy of a Board Resolution of the Board authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Indenture (Verio Inc)
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority of Accreted Value in aggregate principal amount of the Outstanding Notes delivered to the Company and the Trustee, the Company when authorized by a Board Resolution, together with the Trustee, may amend, waive, modify or supplement any other provision of this Indenture or the Notes; provided, however, that no such amendment, waiver, modification or supplement may, without the written consent of the Holder of each Outstanding Note affected thereby:
(i) reduce the principal amount of, or extend change the fixed maturity of, or alter the redemption provisions of, the Notes, (other than, subject to clause (vii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale or a Change at Control) or change the calculation of "Accreted Value",
(ii) change the currency in which any Notes or amounts owing thereon is payable,
(iii) reduce the percentage of Accreted Value outstanding the aggregate principal amount Outstanding of Notes which must consent to an amendment, supplement or waiver or consent to take any action under this Indenture or the Notes,
(iv) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes,
(v) waive a default in payment with respect to the Notes or any GuaranteeNotes,
(vi) reduce the rate or extend change the time for payment of interest on the Notes,
(vii) following the occurrence of a Change of Control or an Asset Sale, alter the Company's obligation to purchase the Notes as a result thereof in accordance with this Indenture or waive any default in the performance thereof,
(viii) affect the ranking of the Notes in a manner adverse to the holder of the Notes,
(ix) release any Guarantor from any of its obligations under its Guarantee or this Indenture except in compliance with the terms of this the Indenture, or
(x) permit the creation of any Lien (other than the Lien as the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow Agreement. Upon the written request of the Company accompanied by a copy of a Board Resolution of the Board authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Indenture (Verio Inc)
Supplemental Indentures, Agreements and Waivers with Consent of Holders. With the written consent of the Holders of not less than a majority of Accreted Value in aggregate principal amount of the Outstanding Notes Securities of all series affected delivered to the Company and the Trustee, the Company when authorized by a Board Resolution, together with the Trustee, may amend, waive, modify or supplement any other provision of this Indenture or the NotesSecurities of any series; provided, however, that no such amendment, waiver, modification or supplement may, without the written consent of the Holder of each Outstanding Note Security of all series affected thereby:
(i) reduce the principal amount of, or extend the fixed maturity of, or alter the redemption provisions of, the Notes, (other than, subject to clause (vii) below, provisions relating to repurchase of Notes upon the occurrence of an Asset Sale or a Change at Control) or change the calculation of "Accreted Value",such Holder's Security;
(ii) change the currency in which any Notes such Securities or amounts owing thereon is payable,;
(iii) reduce the percentage of Accreted Value principal amount outstanding of Notes such Securities which must consent to an amendment, supplement or waiver or consent to take any action under this Indenture or the Notes,such Securities;
(iv) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes,such Securities;
(v) waive a default in payment with respect to the Notes such Securities or any Guarantee,;
(vi) reduce the rate or extend the time for payment of interest on the Notes,such Securities;
(vii) following the occurrence of a Change of Control or an Asset Sale, alter the Company's obligation to purchase Notes as a result thereof in accordance with this Indenture or waive any default in the performance thereof,
(viii) affect the ranking of the Notes such Securities in a manner adverse to the holder of the Notes,such Securities; or
(ixviii) release any Guarantor from any of its obligations under its Guarantee or this Indenture except in compliance with the terms of this Indenture, or
(x) permit the creation of any Lien (other than the Lien as the Pledgee) created by the Escrow Agreement or terminate the Lien created by the Escrow Agreement. Upon the written request of the Company accompanied by a copy of a Board Resolution of the Board authorizing the execution of any such supplemental indenture or other agreement, instrument or waiver, and an Officers' Certificate and an Opinion of Counsel upon which the Trustee shall be fully protected in relying upon as conclusive evidence that such change, agreement, supplement or waiver is permitted by this Indenture and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture or other agreement, instrument or waiver. It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture or other agreement, instrument or waiver, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Indenture (RCN Corp /De/)
