With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers accompanied by resolutions of each of their boards of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 4.14 hereof); (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders; (5) make any Note payable in money other than that stated therein; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (7) make any change in these amendment and waiver provisions; (8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes; (9) make any change to the ranking of the Notes that would adversely affect the Holders; or (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notes.
Appears in 4 contracts
Samples: Indenture (Nielsen Holdings PLC), Indenture (Nielsen Holdings PLC), Indenture (Nielsen Holdings PLC)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes, any Guarantee, the Collateral Documents relating to the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, any Guarantee, the Guarantees Collateral Documents relating to the Notes or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Issuer accompanied by resolutions a resolution of each of their boards its board of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes Note (other than provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereofhereof to the extent that any such amendment or waiver does not have the effect of reducing the principal of or changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the redemption of such Notes);
(3) reduce the rate of or change the time for payment of interest on any Note;
(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;
(5) make any Note payable in money other than that stated therein;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7) make any change in these amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or;
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Restricted Parent Guarantor or Significant Party Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) in any manner adverse to the Holders of the Notes; or
(11) make any change in the provisions described under Section 4.05(b) - (h) hereof that adversely affects the rights of any Holder of Notes or amend the terms of any Notes or this Indenture in a way that would result in the loss of an exemption from any of the Taxes described in such Section. Without the consent of at least two-thirds in aggregate principal amount of Notes then outstanding, an amendment or waiver may not:
(1) modify any Collateral Document relating to the Notes or the provisions of this Indenture dealing with the Collateral Documents or the application of trust moneys, or otherwise release all or substantially all of the Collateral, except as otherwise permitted by this Indenture or the Collateral Documents; or
(2) modify the Intercreditor Agreement in any manner materially adverse to the Holders except as otherwise permitted by this Indenture or the Collateral Documents.
Appears in 4 contracts
Samples: First Supplemental Indenture (Freescale Semiconductor, Ltd.), Indenture (Freescale Semiconductor, Ltd.), Indenture (Freescale Semiconductor Inc)
With Consent of Holders of Notes. Except as provided below in this Section 9.0210.02, the Issuers Issuers, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenturethe Indenture (including Sections 4.09, 5.06 and 5.07 hereof), the Notes Guarantees, and the Guarantees Notes with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 7.04 and 6.07 7.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this the Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer for, or purchase of, exchange offer for the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers accompanied by resolutions a resolution of the Board of Directors of the General Partner (in the case of the Partnership) and of the Board of Directors of MarkWest Finance and each of their boards the Subsidiary Guarantors (in the case of directors MarkWest Finance and each of the Subsidiary Guarantors) authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 10.06 hereof, the Trustee shall join with the Issuers and each of the Subsidiary Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 10.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Sections 7.04 and 7.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Issuers with any provision of the Indenture or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption or repurchase of such Notes (other than provisions relating the Notes, except as provided above with respect to Section 4.14 Sections 4.09, 5.06 and 5.07 hereof);
(3c) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note;
(4d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5e) make any Note payable in money other than that stated thereinin the Notes;
(6f) make any change in the provisions of this the Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or premium, if any, or interest on the NotesNotes (other than as permitted by clause (g) below);
(7g) waive a redemption or repurchase payment with respect to any Note (other than a payment required by the covenants contained in Sections 4.09, 5.06 and 5.07 hereof);
(h) except as otherwise permitted by the Indenture, release any Subsidiary Guarantor from any of its Obligations under its Guarantee or the Indenture, or change any Guarantee in any manner that would adversely affect the right of Holders; or
(i) make any change in these amendment Section 7.04 or 7.07 hereof or in the foregoing amendment, supplement and waiver provisions;
provisions (8) impair the right of except to increase any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notespercentage set forth therein).
Appears in 3 contracts
Samples: Tenth Supplemental Indenture (Markwest Energy Partners L P), Eighth Supplemental Indenture (Markwest Energy Partners L P), Fifth Supplemental Indenture (Markwest Energy Partners L P)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers and the Trustee may amend or supplement this Indenture, the Notes Guarantees and the Guarantees Notes of any series may be amended or supplemented as it relates to such series with the written consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding Notes of each series affected thereby (all such series voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, the Notes), class) and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the NotesNotes of such series, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Note Guarantees or the Notes of such series may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes of each series affected thereby (including Additional Notes, if any) all such series voting as a single class (including consents obtained in connection with a tender offer for, or purchase of, the Notesclass). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Issuer accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.05 hereof, the Trustee shall join with the Issuers Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Issuer shall mail to the Holders of Notes of all series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Notwithstanding the foregoing, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes of such series held by a non-consenting Holder):
(1a) reduce the principal amount of Notes of such Notes series whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 4.14 hereof);
(3b) reduce the rate of or change extend the time for payment of interest on any NoteNote of such series;
(4c) waive a Default in reduce the payment of principal of or premium, if any, or interest on extend the Notes, except a rescission Stated Maturity of acceleration any Note of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holdersseries;
(5d) reduce the premium payable upon the redemption of any Note of such series or change the scheduled date at which any Note of such series may be redeemed;
(e) make any Note Notes of such series payable in money other than that stated therein;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the such Notes;
(7f) make any change in these amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or of and interest on such Holder’s Notes Note on or after the due dates therefor therefore or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Notes;; or
(9g) make any change to in the ranking of amendment provisions which require each Holder’s consent or in the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Noteswaiver provisions.
Appears in 3 contracts
Samples: Senior Indenture (Aptiv Corp), Senior Indenture (Delphi Trade Management, LLC), Subordinated Indenture (Delphi Trade Management, LLC)
With Consent of Holders of Notes. Except as provided below in this Section 9.02The Company, the Issuers Guarantor and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees enter into a supplemental indenture with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer foror exchange offer for the Notes of such Series), for the purpose of adding any provisions to or purchase ofchanging in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Holders of Notes of each such Series. Except as otherwise provided herein, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Holders of at least a majority in aggregate principal amount of the outstanding Notes are considered of each Series, by notice to be “outstanding” the Trustee (including consents obtained in connection with a tender offer or exchange offer for the purposes Notes of such Series) may waive compliance by the Company with any provision of this Indenture or the Notes with respect to such Series. It shall not be necessary for the consent of the Holders of Notes under this Section 9.029.02 to approve the particular form of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. Upon the request of the Issuers accompanied by resolutions of each of their boards of directors Company authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuers Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereofIndenture. After an amendment, supplement a supplemental indenture or waiver under this Section 9.02 section becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail Company shall send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement supplemental indenture or waiver. Any failure of by the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail Company to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 4.14 hereof)Note;
(3b) reduce the rate (or alter the method of computation) of or change extend the time for payment of interest interest, including default interest, on any Note;
(4c) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;
(5d) make the principal of or premium, if any or interest on any Note payable in money currency other than that stated thereinin the Notes;
(6e) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal of or premium, interest, if any, or interest on the Notes;
(7) make any change in these amendment Notes and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notespayments;
(9f) make any change to in the ranking of the Notes that would adversely affect the Holdersforegoing amendment and waiver provisions; or
(10g) except as expressly permitted by this Indenture, modify reduce the Guarantees percentage in principal amount of any Significant Party in any manner adverse to Notes, the consent of the Holders of which is required for any of the Notesforegoing modifications or otherwise necessary to modify or amend the Indenture or to waive any past Defaults.
Appears in 3 contracts
Samples: Indenture (Bunge Global SA), Indenture (Bunge Finance Europe B.V.), Indenture (Bunge Finance Europe B.V.)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Issuer and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding, (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of continuing Default in the payment of the principal ofinterest on, premium, if any, or interest on the Notesprincipal of, any Note, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes issued hereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section Sections 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers accompanied by resolutions of each of their boards of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the The consent of the Holders of Notes under this Section 9.02 is not necessary under this Indenture to approve the particular form of any proposed amendment or waiver, but it shall be amendment. It is sufficient if such consent approves the substance thereofof the proposed amendment. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, Issuer shall deliver electronically deliver in accordance with the Depositary’s procedures, or mail to the Holders of the Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture amendment, supplement or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 4.14 3.09, Section 4.11 and Section 4.15 hereof);
(3) reduce the rate of or change the time for payment of interest on any Note;
(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;
(5) make any Note payable in money other than that stated therein;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7) make any change in these amendment and waiver provisionsprovisions as it relates to Notes;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the terms of the Guarantees of any Significant Party Subsidiary in any manner adverse to the Holders of the Notes.
Appears in 3 contracts
Samples: Indenture (CBS Radio Inc.), Indenture (CBS Radio Inc.), Indenture (CBS Corp)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers and the Trustee may amend or supplement this Indenture, the Notes Guarantees and the Guarantees Notes of any series may be amended or supplemented as it relates to such series with the written consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding Notes of each series affected thereby (all such series voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, the Notes), class) and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the NotesNotes of such series, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Note Guarantees or the Notes of such series may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes of each series affected thereby (including Additional Notes, if any) all such series voting as a single class (including consents obtained in connection with a tender offer for, or purchase of, the Notesclass). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.05 hereof, the Trustee shall join with the Issuers Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes of all series affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Notwithstanding the foregoing, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes of such series held by a non-consenting Holder):
(1a) reduce the principal amount of Notes of such Notes series whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 4.14 hereof);
(3b) reduce the rate of or change extend the time for payment of interest on any NoteNote of such series;
(4c) waive a Default in reduce the payment of principal of or premium, if any, or interest on extend the Notes, except a rescission Stated Maturity of acceleration any Note of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holdersseries;
(5d) reduce the premium payable upon the redemption of any Note of such series or change the scheduled date at which any Note of such series may be redeemed;
(e) make any Note Notes of such series payable in money other than that stated therein;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the such Notes;
(7f) make any change in these amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or of and interest on such Holder’s Notes Note on or after the due dates therefor therefore or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Notes;; or
(9g) make any change to in the ranking of amendment provisions which require each Holder’s consent or in the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Noteswaiver provisions.
Appears in 3 contracts
Samples: Senior Indenture (Delphi Automotive PLC), Subordinated Indenture (Delphi Trade Management, LLC), Senior Indenture (Delphi Trade Management, LLC)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes, any Guarantee, the Collateral Documents relating to the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, any Guarantee, the Guarantees Collateral Documents relating to the Notes or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Issuer accompanied by resolutions a resolution of each of their boards its board of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail Issuer shall send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes Note (other than provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereofhereof to the extent that any such amendment or waiver does not have the effect of reducing the principal of or changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the redemption of such Notes);
(3) reduce the rate of or change the time for payment of interest on any Note;
(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;
(5) make any Note payable in money other than that stated therein;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7) make any change in these amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or;
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Restricted Parent Guarantor or Significant Party Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) in any manner adverse to the Holders of the Notes; or
(11) make any change in the provisions described under Section 4.05(b)-(h) hereof that adversely affects the rights of any Holder of Notes or amend the terms of any Notes or this Indenture in a way that would result in the loss of an exemption from any of the Taxes described in such Section. Without the consent of at least two-thirds in aggregate principal amount of Notes then outstanding, an amendment or waiver may not:
(1) modify any Collateral Document relating to the Notes or the provisions of this Indenture dealing with the Collateral Documents or the application of trust moneys, or otherwise release all or substantially all of the Collateral, except as otherwise permitted by this Indenture or the Collateral Documents; or
(2) modify the Intercreditor Agreement in any manner materially adverse to the Holders except as otherwise permitted by this Indenture or the Collateral Documents.
Appears in 2 contracts
Samples: Indenture (NXP Semiconductors N.V.), Indenture (Freescale Semiconductor, Ltd.)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Company, the Guarantors and the Trustee may amend or supplement this IndentureIndenture (including Section 3.09, 4. 10 and 4.15 hereof), the Notes and the Subsidiary Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, may be amended or purchase of, the Notes)supplemented, and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived waived, in each case, with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company and the Guarantors accompanied by resolutions of each a resolution of their boards respective Boards of directors Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indentureIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption of such the Notes (other than provisions relating with respect to Section 4.14 Sections 3.09, 4.10 and 4.15 hereof);
(3c) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note;
(4d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5e) make any Note payable in money other than that stated thereinin the Notes;
(6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or premium, if any, or Events of Default or interest on the Notes;
(7g) waive a redemption payment with respect to any Note (other than a payment required by one of the covenants described above under Sections 4.10 and 4.15); or
(h) make any change in these the foregoing amendment and waiver provisions;
(8) impair the right of . In addition, any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change amendment to the ranking provisions of Article 10 hereof (which relate to subordination) or the related definitions will require the consent of the Holders of at least 75% in aggregate principal amount of the Notes that then outstanding if such amendment would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees rights of any Significant Party in any manner adverse to the Holders of the Notes.
Appears in 2 contracts
Samples: Indenture (Amcraft Building Products Co Inc), Indenture (Amcraft Building Products Co Inc)
With Consent of Holders of Notes. Except as provided below in this Section 9.0210.02, the Issuers Issuers, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenturethe Indenture (including Sections 4.09, 5.06 and 5.07 hereof), the Notes Guarantees, and the Guarantees Notes with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 7.04 and 6.07 7.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this the Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer for, or purchase of, exchange offer for the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers accompanied by resolutions a resolution of the Board of Directors of the General Partner (in the case of the Partnership) and of the Board of Directors of MarkWest Finance and each of their boards the Subsidiary Guarantors (in the case of directors MarkWest Finance and each of the Subsidiary Guarantors) authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 10.06 hereof, the Trustee shall join with the Issuers and each of the Subsidiary Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 10.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Sections 7.04 and 7.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Issuers with any provision of the Indenture or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption or repurchase of such Notes the Notes, except (other than provisions 1) as provided above with respect to Sections 4.09, 5.06 and 5.07 hereof and (2) with respect to the minimum required notice relating to any redemption made pursuant to Section 4.14 4.07 hereof);
(3c) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note;
(4d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5e) make any Note payable in money other than that stated thereinin the Notes;
(6f) make any change in the provisions of this the Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or premium, if any, or interest on the NotesNotes (other than as permitted by clause (g) below);
(7g) waive a redemption or repurchase payment with respect to any Note (other than a payment required by the covenants contained in Sections 4.09, 5.06 and 5.07 hereof);
(h) except as otherwise permitted by the Indenture, release any Subsidiary Guarantor from any of its Obligations under its Guarantee or the Indenture, or change any Guarantee in any manner that would adversely affect the right of Holders; or
(i) make any change in these amendment Section 7.04 or 7.07 hereof or in the foregoing amendment, supplement and waiver provisions;
provisions (8) impair the right of except to increase any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notespercentage set forth therein).
Appears in 2 contracts
Samples: Fifteenth Supplemental Indenture (Markwest Energy Partners L P), Thirteenth Supplemental Indenture (Markwest Energy Partners L P)
With Consent of Holders of Notes. (a) Except as provided below in this Section 9.02, the Issuers Company the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase ofNotes).
(b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Notes). Section 2.08 hereof Holders on such record date, or its duly designated proxies, and Section 2.09 hereof only such Persons, shall determine be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which Notes are considered to is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be “outstanding” for the purposes cancelled and of this Section 9.02. no further effect.
(c) Upon the request of the Issuers Company accompanied by resolutions a resolution of each of their boards of directors its Board authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers Company in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. Indenture.
(d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. .
(e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) may waive compliance in a particular instance by the Company with any provision of this Indenture, or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 4.14 hereof);
(3) reduce the rate of or change the time for payment of interest on any Note;
(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;
(5) make any Note payable in money other than that stated therein;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7) make any change in these amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notes.
Appears in 2 contracts
Samples: Note Purchase Agreement (Signal Medical Services), Note Purchase Agreement (Jw Childs Equity Partners Ii Lp)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes and or the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or premium or interest on on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notesincluding, if any) voting as a single class (including without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indentureIndenture. It shall is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each affected Holder of Notesaffected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption of such the Notes (other than provisions relating except as provided above with respect to Section 4.14 Sections 3.09, 4.10 and 4.15 hereof);
(3) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note;
(4) waive a Default or Event of Default in the payment of principal of of, or interest or premium, if any, or interest on on, the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5) make any Note payable in money other than that stated thereinin the Notes;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of of, or interest or premium, if any, or interest on on, the Notes;
(7) make waive a redemption payment with respect to any change in these amendment and waiver provisionsNote (other than a payment required by Sections 3.09, 4.10 or 4.15 hereof);
(8) impair release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the right terms of any Holder to receive payment of principal of, or 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 such Holder’s Notes;this Indenture; or
(9) make any change in the preceding amendment and waiver provisions. Notwithstanding any of the foregoing to the ranking contrary, any amendment to, or waiver of, the provisions of this Indenture that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of the Holders of at least 66-2/3% in aggregate principal amount of the Notes that would adversely affect the Holders; or
then outstanding (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse but only to the Holders of extent any such consent is required under the NotesCollateral Trust Agreement).
Appears in 2 contracts
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Issuers, Holdings (with respect to the Holdings Guarantee or this Indenture), any Note Guarantor (with respect to its Note Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture, any Note Guarantee, the Holdings Guarantee and the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 6.02 and 6.07 hereof6.04, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Note Guarantees, the Holdings Guarantee or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a the purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Section Sections 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02, the Trustee shall join with the Issuers Issuer, the Note Guarantors and Holdings in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, shall mail or electronically deliver in accordance with the Depositary’s procedures, or mail transmit to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, to mail or electronically deliver in accordance with the Depositary’s procedures, or mail transmit such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity Stated Maturity of any such Note, reduce the premium payable upon redemption or repurchase of any Note or alter or waive change the provisions with respect to the redemption of such Notes time at which any Note may be redeemed under Section 3.07 (other than provisions the notice periods relating to Section 4.14 hereofan optional redemption of the Notes, so long as such notice periods comply with DTC’s procedures);
(3) reduce the rate of or change the time for payment of interest on any Note;
(4) waive a Default in the payment of principal of or of, premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Note Guarantee which that cannot be amended or modified without the consent of all Holders;
(5) make any Note payable in money other than that stated therein;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or of, premium, if any, or interest on the Notes;
(7) make any change in these amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, premium, if any, or 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 such Holder’s Notes;
(9) make expressly subordinate the Notes or any change Note Guarantees to the ranking any other Indebtedness of the Notes that would adversely affect the HoldersIssuers or any Note Guarantor; or
(10) except as expressly permitted by this Indenture, modify the Note Guarantees of any Significant Party Subsidiary or the Note Guarantees or any group of Restricted Subsidiaries that, taken together as of the date of the amendment or waiver, would constitute a Significant Subsidiary in any manner adverse to the Holders of the Notes.
Appears in 2 contracts
Samples: Indenture (Realogy Group LLC), Indenture (Realogy Group LLC)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Issuers, Holdings (with respect to the Holdings Guarantee or this Indenture), any Note Guarantor (with respect to its Note Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture, any Note Guarantee, the Holdings Guarantee and the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 6.02 and 6.07 hereof6.04, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Note Guarantees, the Holdings Guarantee or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a the purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Section Sections 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02, the Trustee shall join with the Issuers Issuer, the Note Guarantors and Holdings in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, shall mail or electronically deliver in accordance with the Depositary’s procedures, or mail transmit to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, to mail or electronically deliver in accordance with the Depositary’s procedures, or mail transmit such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity Stated Maturity of any such Note, reduce the premium payable upon redemption or repurchase of any Note or alter or waive change the provisions with respect to the redemption of such Notes time at which any Note may be redeemed under Section 3.07 (other than provisions the notice periods relating to Section 4.14 hereofan optional redemption of the Notes, so long as such notice periods comply with DTC’s procedures);
(3) reduce the rate of or change the time for payment of interest on any Note;
(4) waive a Default in the payment of principal of or of, premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Note Guarantee which that cannot be amended or modified without the consent of all Holders;
(5) make any Note payable in money other than that stated therein;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or of, premium, if any, or interest on the Notes;
(7) make any change in these amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notesamend Section 6.07 hereof;
(9) make expressly subordinate the Notes or any change Note Guarantees to the ranking any other Indebtedness of the Notes that would adversely affect the HoldersIssuers or any Note Guarantor; or
(10) except as expressly permitted by this Indenture, modify the Note Guarantees of any Significant Party Subsidiary or the Note Guarantees or any group of Restricted Subsidiaries that, taken together as of the date of the amendment or waiver, would constitute a Significant Subsidiary in any manner adverse to the Holders of the Notes.
Appears in 2 contracts
Samples: Indenture (Realogy Group LLC), Indenture (Realogy Group LLC)
With Consent of Holders of Notes. (a) Except as provided below in this Section 9.029.02(e), the Issuers Company, the Guarantors, if any, and the Trustee may amend or supplement this Indenture, Indenture or the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase ofNotes).
(b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Notes). Section 2.08 hereof Holders on such record date, or its duly designated proxies, and Section 2.09 hereof only such Persons, shall determine be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which Notes are considered to is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be “outstanding” for the purposes cancelled and of this Section 9.02. no further effect.
(c) Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. .
(d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. .
(e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) may waive compliance in a particular instance by the Company with any provision of this Indenture, or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1i) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2ii) reduce the principal amount of or change the fixed final maturity of any such Note or alter change the optional redemption dates or waive the provisions with respect to the optional redemption prices from those provided in Section 3.07 of such Notes (other than provisions relating to Section 4.14 hereof)this Indenture;
(3iii) reduce the rate of or change the time for payment of interest on any Note;
(4iv) waive a Default or Event of Default in the payment of principal of of, or interest or premium, or Liquidated Damages, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5v) make any Note payable in money other than that stated thereinU.S. dollars;
(6vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of of, or premiuminterest or premium or Liquidated Damages, if any, or interest on the Notes;
(7vii) make waive a redemption payment with respect to any change in these amendment and waiver provisionsNote;
(8) viii) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;
(ix) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notesthe Notes or the Note Guarantees;
(9x) amend, change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.10 hereof after the obligation to make an Asset Sale Offer has arisen or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.14 hereof after a Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto; or
(xi) make any change to in the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notespreceding amendment and waiver provisions.
Appears in 2 contracts
Samples: Exhibit, Execution Version (Geo Group Inc)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Issuers, the Guarantors and the Trustee may amend or supplement this IndentureIndenture (including, without limitation, Section 4.10 and Section 4.14), the Notes Notes, the Note Guarantees and the Guarantees Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase ofNotes and subject, in the Notescase of the Security Documents, to any further requirements in the Collateral Trust Agreement), and, subject to Sections Section 6.04 and 6.07 hereofSection 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes, the Note Guarantees or the Notes Security Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase ofNotes and subject, in the Notescase of the Security Documents, to any further requirements in the Collateral Trust Agreement). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers accompanied by resolutions of each their respective Boards of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02, the Trustee shall will join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. It shall is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereofof the proposed amendment, supplement or waiver. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail Company will send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail Company to send such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental indenture amendment, supplement or waiver. Without Subject to Section 6.04 and Section 6.07, the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each affected Holder of Notesaffected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting non‑consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption of such Notes (other than provisions relating the Notes; provided, however, that any purchase or repurchase of Notes, including pursuant to Section 4.14 hereof)4.10 and Section 4.14, shall not be deemed a redemption of the Notes;
(3) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note;
(4) waive a Default or Event of Default in the payment of principal of of, or interest or premium, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5) make any Note payable in money currency other than that stated thereinin the Notes;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or premium, if anyof, or interest or premium on the Notes;
(7) make waive a redemption payment with respect to any change in these amendment Note; provided, however, that any purchase or repurchase of Notes, including pursuant to Section 4.10 and waiver provisionsSection 4.14, shall not be deemed a redemption of the Notes;
(8) impair release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the right terms of any Holder to receive payment of principal of, or 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 such Holder’s Notes;this Indenture; or
(9) make any change to in the ranking preceding amendment, supplement and waiver provisions. Any amendment to, or waiver of, the provisions of this Indenture or any Security Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes (other than in accordance with the Notes Documents) will require the consent of the Holders of at least 66-2∕3% in aggregate principal amount of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notesthen outstanding.
Appears in 2 contracts
Samples: Indenture (CSI Compressco LP), Indenture (CSI Compressco LP)
With Consent of Holders of Notes. (a) Except as otherwise provided below in this Section 9.02, the Issuers and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived amended with the written consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers accompanied by resolutions of each of their boards of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 4.14 hereof);
(3) reduce the rate of or change the time for payment of interest on any Note;
(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and a waiver any past default or compliance with any provisions may be waived with the consent of the payment default that resulted from such accelerationHolders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or in respect of a covenant tender offer or provision contained in this exchange offer for the Notes).
(b) This Indenture or any Guarantee which cannot be amended or modified provides that, without the consent of all Holderseach Holder adversely affected thereby, no amendment may:
(1) reduce the principal amount of Notes whose Holders must consent to an amendment;
(2) reduce the rate of or extend the time for payment of interest on any Note;
(3) reduce the principal of or extend the Stated Maturity of any Note;
(4) 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 3.07;
(5) make any Note payable in money other than that stated thereinin the Note;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7) make any change in these amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or and interest on 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 such Holder’s Notes;
(97) make any change to in the ranking of amendment provisions or in the Notes that would adversely affect the Holderswaiver provisions which require each Holder’s consent; or
(10) except as expressly permitted by 8) release any Subsidiary Guarantee (other than in accordance with the terms of this Indenture, modify ).
(c) The consent of the Guarantees Holders will not be necessary to approve the particular form of any Significant Party proposed amendment or supplemental indenture . It will be sufficient if such consent approves the substance of the proposed amendment or supplemental indenture .
(d) After an amendment or supplemental indenture becomes effective, the Company shall mail, or in any manner adverse the case of Global Notes send in accordance with the Applicable Procedures of the Depositary, to Holders (with a copy to the Holders Trustee) a notice briefly describing such amendment or supplemental indenture. However, the failure to give such notice to all Holders, or any defect therein, will not impair or affect the validity of the Notesamendment or supplemental indenture.
Appears in 2 contracts
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers and the Trustee may amend or supplement as provided in Section 10.13 or Section 12.13, this Indenture, the Notes and or the Guarantees Note Guarantee may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, the or tender offer or exchange offer, for Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Notes or the Notes Note Guarantee may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with or a tender offer for, or purchase of, exchange offer for the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuers Company and the Guarantor in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Sections 6.02, 6.04, 6.07, 10.13 and 12.13 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may amend or waive compliance in a particular instance by the Company or the Guarantor with any provision of this Indenture, the Notes or the Note Guarantee. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such the Notes (other than provisions relating to Section Sections 3.09, 4.10 and 4.14 hereof);
(3c) reduce the rate of or change the time for payment of interest on any Note;
(4d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5e) make any Note payable in money other than that stated thereinin the Notes;
(6f) make any change in Section 6.04 or 6.07 hereof;
(g) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Section 4.10 or 4.14 hereof); or
(h) make any change in the amendment and waiver provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7) make any change in these amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(Article 9) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notes.
Appears in 2 contracts
Samples: Indenture (Musicland Group Inc /De), Indenture (Musicland Stores Corp)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers and Issuers, the Trustee and Collateral Agent may amend or supplement this Indenturethe Indenture (including Sections 3.09, 4.06 and 4.07 hereof), the Notes and the Guarantees other Note Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notesincluding, if any) voting as a single class (including without limitation, consents obtained in connection with a tender offer for, or purchase of, exchange offer for the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers accompanied by resolutions a resolution of each the Board of their boards Directors of directors the Company authorizing the execution of any such amended or supplemental indentureindenture or amendment or supplement to any Note Document, and upon the filing with the Trustee and Collateral Agent, if applicable, of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and Collateral Agent, if applicable, of the documents described in Section 7.02 9.06 hereof, the Trustee and Collateral Agent, if applicable, shall join with the Issuers in the execution of such amended or supplemental indenture or amendment or supplement to any Note Document unless such amended or supplemental indenture directly or amendment or supplement to such Note Document affects the Trustee’s or Collateral Agent’s own rights, duties or immunities under this the Indenture or otherwise, in which case each of the Trustee and Collateral Agent may in its discretion, but shall not be obligated to, enter into such amended or supplemental indentureindenture or amendment or supplement to such Note Document. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail shall send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Section 6.04 and Section 6.07 hereof, the consent Holders of each affected Holder a majority in aggregate principal amount of the Notes then outstanding may waive future compliance in a particular instance by the Issuers with any provision of the Indenture or the Notes. Notwithstanding other provisions of this Section 9.02, unless consented to by the Holders of at least 66.67% of the aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for the Notes), an amendment amendment, supplement or waiver under this Section 9.02 may not release the Liens for the benefit of the Holders of the Notes on all or substantially all of the Collateral, other than in accordance with the Note Documents. Notwithstanding other provisions of this Section 9.02, without the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2a) reduce the principal amount of or change the fixed final maturity Stated Maturity of any such Note or alter or waive the provisions with respect to the redemption installment of such Notes (other than provisions relating to Section 4.14 hereof)principal of any Note;
(3b) reduce the rate of or change the time for Stated Maturity of any interest payment of interest on any Note;
(4c) waive a Default in reduce the payment amount payable upon the redemption of principal of or premiumany Note or, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or an optional redemption, the times at which any Guarantee which cannot Note may be amended or modified without the consent of all Holdersredeemed;
(5d) after the time an Offer to Purchase or a Change of Control Offer to Purchase is required to have been made, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder;
(e) make any Note payable in money other than that stated thereinin the Note;
(6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7) make any change in these amendment and waiver provisions;
(8) impair the right of any Holder of Notes to receive any principal payment of principal of, or interest payment on such Holder’s Notes or Note Guaranty, on or after the due dates therefor Stated Maturity thereof, or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notespayment;
(9g) make any change in the percentage of the principal amount of the Notes whose Holders must consent to an amendment or waiver;
(h) modify or change any provision affecting the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of or any Significant Party Note Guaranty in any a manner materially adverse to the Holders of the Notes; or
(i) make any change in any Note Guaranty that would adversely affect the Holder of Notes. Neither the Parent Guarantor nor any of its Subsidiaries or Affiliates may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid or agreed to be paid to all Holders of the Notes that consent, waive or agree to amend such term or provision within the time period set forth in the solicitation documents relating to the consent, waiver or amendment.
Appears in 2 contracts
Samples: Indenture (Cloud Peak Energy Inc.), Indenture (Sequatchie Valley Coal Corp)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers and Issuers, the Trustee and Collateral Agent may amend or supplement this Indenturethe Indenture (including Sections 2.19 and 4.07 hereof), the Notes and the Guarantees other Note Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notesincluding, if any) voting as a single class (including without limitation, consents obtained in connection with a tender offer for, or purchase of, exchange offer for the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers accompanied by resolutions a resolution of each the Board of their boards Directors of directors the Company authorizing the execution of any such amended or supplemental indentureindenture or amendment or supplement to any Note Document, and upon the filing with the Trustee and Collateral Agent, if applicable, of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and Collateral Agent, if applicable, of the documents described in Section 7.02 9.06 hereof, the Trustee and Collateral Agent, if applicable, shall join with the Issuers in the execution of such amended or supplemental indenture or amendment or supplement to any Note Document unless such amended or supplemental indenture directly or amendment or supplement to such Note Document affects the Trustee’s or Collateral Agent’s own rights, duties duties, liabilities or immunities under this the Indenture or otherwise, in which case each of the Trustee and Collateral Agent may in its discretion, but shall not be obligated to, enter into such amended or supplemental indentureindenture or amendment or supplement to such Note Document. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail shall send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Section 6.04 and Section 6.07 hereof, the consent Holders of each affected Holder a majority in aggregate principal amount of the Notes then outstanding may waive future compliance in a particular instance by the Issuers with any provision of the Indenture or the Notes. Notwithstanding other provisions of this Section 9.02, unless consented to by the Holders of at least 66.67% of the aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for the Notes), an amendment amendment, supplement or waiver under this Section 9.02 may not release the Liens for the benefit of the Holders of the Notes on all or substantially all of the Collateral, other than in accordance with the Note Documents. Notwithstanding other provisions of this Section 9.02, without the consent of each Holder affected, an amendment, supplement or waiver may not (with respect to any Notes held by a non-non- consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2a) reduce the principal amount of or change the fixed final maturity Stated Maturity of any such Note or alter or waive the provisions with respect to the redemption installment of such Notes (other than provisions relating to Section 4.14 hereof)principal of any Note;
(3b) reduce the rate of or change the time for Stated Maturity of any interest payment of interest on any Note;
(4c) waive a Default in reduce the payment amount payable upon the redemption of principal of or premiumany Note or, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or an optional redemption, the times at which any Guarantee which cannot Note may be amended or modified without the consent of all Holdersredeemed;
(5d) [Reserved];
(e) make any Note payable in money other than that stated thereinin the Note;
(6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7) make any change in these amendment and waiver provisions;
(8) impair the right of any Holder of Notes to receive any principal payment of principal of, or interest payment on such Holder’s Notes or Note Guaranty, on or after the due dates therefor Stated Maturity thereof, or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notespayment;
(9g) make any change in the percentage of the principal amount of the Notes whose Holders must consent to an amendment or waiver;
(h) modify or change any provision affecting the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of or any Significant Party Note Guaranty in any a manner materially adverse to the Holders of the Notes; or
(i) make any change in any Note Guaranty that would adversely affect the Holder of Notes. Neither the Parent Guarantor nor any of its Subsidiaries or Affiliates may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid or agreed to be paid to all Holders of the Notes that consent, waive or agree to amend such term or provision within the time period set forth in the solicitation documents relating to the consent, waiver or amendment.
Appears in 2 contracts
Samples: Indenture (Youngs Creek Mining Co LLC), Indenture (Youngs Creek Mining Co LLC)
With Consent of Holders of Notes. Except as provided in Section 9.01 and below in this Section 9.02, the Issuers Company and the Trustee may amend or supplement this IndentureIndenture (including Sections 4.08, 5.12 and 5.16 hereof) and the Notes and the Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount at maturity of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 7.04 and 6.07 7.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company accompanied by resolutions of each of their boards of directors a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof603 of the Base Indenture, the Trustee shall join with the Issuers Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Sections 7.04 and 7.07 hereof, the Holders of a majority in aggregate principal amount at maturity of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1a) reduce the principal amount of such the then outstanding Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption of such the Notes (other than provisions relating except as provided above with respect to Section 4.14 Sections 4.08, 5.12 and 5.16 hereof);
(3c) reduce the rate of or change the time for payment of interest on any Note;
(4d) waive a Default or Event of Default in the payment of principal of of, or interest or premium, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5e) make any Note payable in money other than that stated thereinin the Notes;
(6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of of, or interest or premium, if any, or interest on the Notes;
(7g) waive a redemption payment with respect to any Note (other than a payment required by Sections 4.08, 5.12 and 5.16 hereof);
(h) cause the Notes to become subordinated in right of payment to any other Indebtedness;
(i) release any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the terms of Section 10.05 hereof; or
(j) make any change in these Sections 7.04 or 7.07 or the foregoing amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notes.
Appears in 2 contracts
Samples: First Supplemental Indenture (Pilgrims Pride Corp), First Supplemental Indenture (Pilgrims Pride Corp)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the NotesNotes or Liquidated Damages, if any, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer for, or purchase of, exchange offer for the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indentureIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company or any Guarantor with any provision of this Indenture, the Notes or the Subsidiary Guarantees. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption of such the Notes (other than provisions relating in a manner adverse to Section 4.14 hereof)the Holders of the Notes;
(3c) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note;
(4d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest or Liquidated Damages, if any, on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5e) make any Note payable in money other than that stated thereinin the Notes;
(6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or premium, if any, or interest or Liquidated Damages, if any, on the Notes;
(7g) make waive a redemption payment with respect to any change in these amendment and waiver provisionsNote (other than a payment required by Section 4.10 or Section 4.14 hereof);
(8) impair the right of h) except pursuant to Article 4, Article 8 and Article 11 hereof, release any Holder to receive payment of principal ofGuarantor from its obligations under its Subsidiary Guarantee, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of change any payment on or with respect to such Holder’s Notes;
(9) make Subsidiary Guarantee in any change to the ranking of the Notes manner that would materially adversely affect the Holders; or
(10i) except as expressly permitted by this Indenture, modify make any change in Section 6.04 or 6.07 hereof or in the Guarantees of any Significant Party in any manner adverse to the Holders of the Notesforegoing amendment and waiver provisions.
Appears in 2 contracts
Samples: Indenture (Iron Mountain Inc /De), Indenture (Iron Mountain Inc /De)
With Consent of Holders of Notes. (a) Except as provided below in this Section 9.029.02(a) and Section 9.02(e) hereof, the Issuers Company, the Guarantors, and the Trustee and Second Lien Collateral Trustee may amend or supplement this Indenture, the Notes Notes, the Note Guarantees, the Second Lien Collateral Trust Agreement, the other Security Documents, the First Lien/Second Lien Intercreditor Agreement and any other Approved Intercreditor Agreement may be amended or supplemented, subject to the Guarantees terms of the Second Lien Collateral Trust Agreement, the First Lien/Second Lien Intercreditor Agreement and any other Approved Intercreditor Agreement, where applicable, with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premiumpremium on, if any, or interest on on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Notes, the Note Guarantees, the Second Lien Collateral Trust Agreement, the other Security Documents, the First Lien/Second Lien Intercreditor Agreement or any other Approved Intercreditor Agreement may be waived, subject to the terms of the Second Lien Collateral Trust Agreement and the First Lien/Second Lien Intercreditor Agreement, where applicable, with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes); provided that any such amendment, supplement or waiver to release the security interests in the Collateral granted in favor of the Second Lien Collateral Trustee for the benefit of the Trustee and the Holders of the Notes (other than pursuant to the terms of this Indenture, Second Lien Collateral Trust Agreement, the Security Documents, the First Lien/Second Lien Intercreditor Agreement or any other Approved Intercreditor Agreement, as applicable) shall (i) in respect of all or substantially all of the Collateral, require the consent of the Holders of 100% in aggregate principal amount of the Notes and (ii) in respect of Collateral with a Fair Market Value greater than $75.0 million (but, for the avoidance of doubt, less than all or substantially all of the Collateral), require the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes. Subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notesincluding, if any) voting as a single class (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase ofNotes).
(b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Notes). Section 2.08 hereof Holders on such record date, or their duly designated proxies, and Section 2.09 hereof only such Persons, shall determine be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which Notes are considered to is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be “outstanding” for the purposes cancelled and of this Section 9.02. no further effect.
(c) Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. .
(d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. .
(e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes may waive compliance in a particular instance by the Company with any provision of this Indenture, or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1i) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2ii) reduce the principal amount of or change the fixed final maturity of any such Note or alter change the optional redemption dates or waive optional redemption prices from those provided in Section 3.07 hereof (except amendments or changes to any notice provisions, which may be amended with the provisions with respect to consent of Holders of a majority of the redemption of such Notes (other than provisions relating to Section 4.14 hereofNotes);
(3iii) reduce the rate of or change the time for payment of interest on any Note;
(4iv) waive a Default or Event of Default in the payment of principal of or premiumof, premium on, if any, or interest on on, the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5v) make any Note payable in money other than that stated thereinin the Notes;
(6vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or premiumof, premium on, if any, or interest on on, the Notes;
(7vii) make waive a redemption payment with respect to any change in these amendment and waiver provisionsNotes (excluding, for the avoidance of doubt, any payment for a repurchase required by Sections 4.10 or 4.14 hereof);
(8) viii) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;
(ix) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notesthe Notes or the Note Guarantees;
(9x) amend, change, modify or remove the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.10 hereof after the obligation to make an Asset Sale Offer has arisen or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.14 hereof after a Change of Control has occurred, including, in each case, amending, changing, modifying or removing any definition relating thereto;
(xi) amend, change, modify or remove Section 4.16 hereof; or
(xii) make any change to in the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notespreceding amendment and waiver provisions.
Appears in 2 contracts
Samples: Indenture (Geo Group Inc), Indenture (Geo Group Inc)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes, any Guarantee, the Collateral Documents relating to the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, any Guarantee, the Guarantees Collateral Documents relating to the Notes or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Issuer accompanied by resolutions a resolution of each of their boards its board of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes Note (other than provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereofhereof to the extent that any such amendment or waiver does not have the effect of reducing the principal of or changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the redemption of such Notes);
(3) reduce the rate of or change the time for payment of interest on any Note;
(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;
(5) make any Note payable in money other than that stated therein;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7) make any change in these amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or;
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Restricted Parent Guarantor or Significant Party Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) in any manner adverse to the Holders of the Notes; or
(11) make any change in the provisions described under Section 4.05(b)—(h) hereof that adversely affects the rights of any Holder of Notes or amend the terms of any Notes or this Indenture in a way that would result in the loss of an exemption from any of the Taxes described in such Section. Without the consent of at least two-thirds in aggregate principal amount of Notes then outstanding, an amendment or waiver may not:
(1) modify any Collateral Document relating to the Notes or the provisions of this Indenture dealing with the Collateral Documents or the application of trust moneys, or otherwise release all or substantially all of the Collateral, except as otherwise permitted by this Indenture or the Collateral Documents; or
(2) modify the Intercreditor Agreement in any manner materially adverse to the Holders except as otherwise permitted by this Indenture or the Collateral Documents.
Appears in 2 contracts
Samples: Indenture (Freescale Semiconductor, Ltd.), Indenture (NXP Semiconductors N.V.)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers and the Trustee may amend or supplement this IndentureIndenture (including Sections 3.09, 4.10 and 4.15 hereof), the Notes Subsidiary Guarantees and the Guarantees Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Subsidiary Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers accompanied by resolutions a resolution of each of their boards of directors the Management Committee authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indentureIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class may waive compliance in a particular instance by the Issuers with any provision of this Indenture or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-non- consenting Holder):
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption of such Notes (other than provisions relating the Notes, except as provided above with respect to Section 4.14 4.15 hereof);
(3c) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note;
(4d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5e) make any Note payable in money other than that stated thereinin the Notes;
(6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or premium, if any, or interest on the Notes;
(7g) make any change in these Section 6.04 or 6.07 hereof or in the foregoing amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notes.
Appears in 2 contracts
Samples: Indenture (Anthony Crane Sales & Leasing Lp), Indenture (Anthony Crane Holdings Capital Corp)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees with With the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other not less than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers accompanied by resolutions of each of their boards of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 4.14 hereof);
(3) reduce the rate of or change the time for payment of interest on any Note;
(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes outstanding Notes, the Issuers, the Guarantors and a waiver of the payment default that resulted from such acceleration, Trustee may enter into an indenture or in respect of a covenant or provision contained in indentures supplemental to this Indenture for the purpose of adding any provisions to or changing in any Guarantee which cannot be amended manner or modified without the consent eliminating any of all Holders;
(5) make any Note payable in money other than that stated therein;
(6) make any change in the provisions of this Indenture relating to waivers or the Notes or of past Defaults or modifying in any manner the rights of the Holders to receive payments under this Indenture, including the definitions herein; provided, however, that no such supplemental indenture shall, without the consent of principal the Holder of each outstanding Note affected thereby:
(1) change the Stated Maturity of any Note or premium, if anyof any installment of interest on any Note, or reduce the amount payable in respect of the principal thereof or the rate of interest thereon or any premium payable thereon, or reduce the amount that would be due and payable on acceleration of the Notes;
(7) make maturity thereof, or change the place of payment where, or the coin or currency in which, any change in these amendment and waiver provisions;
(8) Note or any premium or interest thereon is payable, or impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect after the Stated Maturity thereof, or change the date on which any Notes may be subject to such Holder’s Notes;redemption or reduce the Redemption Price therefor,
(92) make any change to reduce the ranking percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such 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) provided for in this Indenture,
(3) modify the obligations of the Company to make Offers to Purchase upon a Change of Control or from the Excess Proceeds of Asset Sales if such modification was done after the occurrence of such Change of Control or such Asset Sale,
(4) subordinate, in right of payment, the Notes to any other Debt of the Company,
(5) modify any of the provisions of this paragraph or provisions relating to waiver of defaults or certain covenants, except to increase any such percentage required for such actions or to provide that would adversely affect certain other provisions of this Indenture cannot be modified or waived without the Holders; consent of the Holder of each outstanding Note affected thereby, or
(106) except as expressly permitted by release any Guarantees required to be maintained under this Indenture (other than in accordance with the terms of this Indenture, modify ). The Holders of not less than a majority in aggregate principal amount of the Guarantees outstanding Notes may on behalf of any Significant Party in any manner adverse to the Holders of all the NotesNotes waive any past default under this Indenture and its consequences, except a default:
(1) in any payment in respect of the principal of (or premium, if any) or interest on any Notes (including any Note which is required to have been purchased pursuant to an Offer to Purchase which has been made by the Issuers), or
(2) in respect of a covenant or provision hereof which under this Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note affected.
Appears in 2 contracts
Samples: Indenture (Ryerson Holding Corp), Indenture (Ryerson International Material Management Services, Inc.)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Issuers, the Guarantors and the Trustee may amend or supplement this IndentureIndenture (including, without limitation, Section 4.10 and Section 4.14), the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, the or tender offer or Exchange Offer for, Notes), and, subject to Sections Section 6.04 and 6.07 hereofSection 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Notes or the Notes Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer for, or purchase of, the or tender offer or Exchange Offer for, Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers accompanied by resolutions of each their respective Boards of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02, the Trustee shall will join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. It shall is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereofof the proposed amendment, supplement or waiver. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail Company will send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail Company to send such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental indenture amendment, supplement or waiver. Without Subject to Section 6.04 and Section 6.07, the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each affected Holder of Notesaffected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption of such Notes (other than provisions relating the Notes; provided, however, that any purchase or repurchase of Notes, including pursuant to Section 4.14 hereof)4.10 and Section 4.14, shall not be deemed a redemption of the Notes;
(3) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note;
(4) waive a Default or Event of Default in the payment of principal of or of, premium, if any, or interest on and Liquidated Damages, if any, on, the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5) make any Note payable in money currency other than that stated thereinin the Notes;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or of, premium, if any, or interest on and Liquidated Damages, if any, on, the Notes;
(7) make waive a redemption payment with respect to any change in these amendment Note; provided, however, that any purchase or repurchase of Notes, including pursuant to Section 4.10 and waiver provisionsSection 4.14, shall not be deemed a redemption of the Notes;
(8) impair release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the right terms of any Holder to receive payment of principal of, or 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 such Holder’s Notes;this Indenture; or
(9) make any change to in the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenturepreceding amendment, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notessupplement and waiver provisions.
Appears in 2 contracts
Samples: Indenture (Tetra Technologies Inc), Indenture (Compressco Partners, L.P.)
With Consent of Holders of Notes. Except as provided below in this Section 9.02Consoltex Group, the Issuers Consoltex USA, any Guarantor and the Trustee Trustee, as applicable, may amend or supplement this Indenture, Indenture (including Sections 4.10 and 4.15 hereof) and the Notes and the Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer for, or purchase of, exchange offer for the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of Consoltex Group, Consoltex USA or any Guarantor, as the Issuers case may be, accompanied by resolutions a resolution of the Board of Directors of Consoltex Group, Consoltex USA and each of their boards of directors Guarantor, as the case may be, authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 11.04 hereof, the Trustee shall join with Consoltex Group, Consoltex USA and each Guarantor, as the Issuers case may be, in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indentureIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Without Notwithstanding the foregoing, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption of such Notes (other than provisions relating to Section 4.14 hereof)the Notes;
(3c) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note;
(4d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5e) make any Note payable in money other than that stated thereinin the Notes;
(6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or premium, if any, or interest on the Notes;
(7g) make any change in these Article 12 hereof or any other provision relating to subordination that adversely affects Holders of Notes; or
(h) make any change in Section 6.04 or 6.07 hereof or in the foregoing amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notes.
Appears in 2 contracts
Samples: Indenture (Consoltex Usa Inc), Indenture (Consoltex Inc/ Ca)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes and the Guarantees may be amended or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Notes or the Notes Guarantees may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer for, or purchase of, exchange offer for the Notes). ; provided that no such amendment, supplement or waiver may, without the consent of Holders of at least 66 2/3% in aggregate principal amount of Notes at the time outstanding, modify the provisions (including the defined terms used therein) of Section 2.08 4.07 hereof and Section 2.09 hereof shall determine which Notes are considered in a manner adverse to be “outstanding” for the purposes of this Section 9.02Holders. Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuers Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its sole discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. The calculation of Holders of Notes so consenting shall be made pursuant to Section 2.09 hereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company or a Guarantor with any provision of this Indenture or the Notes. However, without the written consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1i) change the Stated Maturity on any Note, or reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement thereof or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 4.14 hereof);
(3) reduce the rate of (or change extend the time for payment payment) of interest on thereon or any Note;
(4) waive a Default in the payment of principal of or premium, if any, or interest on payable upon the Notes, except a rescission of acceleration redemption at the option of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such accelerationCompany thereof, or change the place of payment where, or the coin or currency in respect of a covenant or provision contained in this Indenture which, any Note or any Guarantee which cannot be amended or modified without the consent of all Holders;
(5) make any Note payable in money other than that stated therein;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults premium or the rights of Holders to receive payments of principal of or premium, if anyinterest thereon is payable, or interest on the Notes;
(7) make any change in these amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Notes;
after the Stated Maturity thereof (9) make any change to or, in the ranking case of redemption at the option of the Company, on or after the Redemption Date), or reduce the Change of Control Purchase Price or alter the provisions (including the defined terms used therein) requiring the Company to offer to repurchase the Notes that would adversely affect upon a Change of Control or regarding the Holders; or
(10) except as expressly permitted by this Indenture, modify right of the Guarantees of any Significant Party Company to redeem the Notes in any a manner adverse to the Holders holders of the Notes, or
(ii) reduce the percentage in principal amount of the outstanding Notes, the consent of whose holders is required for any such amendment, supplemental indenture or waiver provided for in the Indenture, or
(iii) change in any manner materially adverse to the Holders, the provisions of Article 10 hereof (and the definitions relating thereto), or
(iv) modify any of the waiver provisions, except to increase any required 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 Note affected thereby.
Appears in 2 contracts
Samples: Indenture (Pacific Aerospace & Electronics Inc), Indenture (Pacific Aerospace & Electronics Inc)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Issuers, the Guarantors and the Trustee may amend or supplement this IndentureIndenture (including Sections 3.09, 4.10, 4.11 and 4.16 hereof), the Notes Notes, the Note Guarantees and the Guarantees Collateral Documents with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes, the Note Guarantees or the Notes Collateral Documents may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding Notes (including Additional Notesincluding, if any) voting as a single class (including without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers accompanied by resolutions a resolution of each of their boards respective Boards of directors Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indentureIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Issuers with any provision of this Indenture or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such the Notes (other than provisions relating except as provided above with respect to Section 4.14 Sections 3.09, 4.10, 4.11 and 4.16 hereof);
(3c) reduce the rate of or change the time for payment of Interest or default interest on any Note;
(4d) waive a Default or Event of Default in the payment of principal of of, or Interest or premium, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5e) make any Note payable in money other than that stated thereinin the Notes;
(6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of of, or Interest or premium, if any, or interest on the Notes;
(7g) waive a redemption payment with respect to any Note except as provided above with respect to Sections 3.09, 4.10, 4.11 and 4.16 hereof;
(h) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;
(i) release all or substantially all of the Collateral from the Lien of this Indenture or the Collateral Documents (except in accordance with the provisions thereof); or
(j) make any change in these the preceding amendment and waiver provisions;
(8) impair . Any amendment to, or waiver of the right provisions of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect Collateral Documents relating to Section 4.13 or Article 10 hereof shall require the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees consent of any Significant Party in any manner adverse to the Holders of the Notesat least 85% in aggregate principal amount of Notes then outstanding.
Appears in 2 contracts
Samples: Amended and Restated Indenture (NGA Holdco, LLC), Investment Agreement (Shreveport Capital Corp)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Company, the Subsidiary Guarantors and the Trustee may amend or supplement this IndentureIndenture (including Sections 4.07 and 4.08 hereof), the Notes and the Guarantees or any Collateral Document with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Notes or the Notes any Collateral Document may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer for, or purchase of, exchange offer for the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers Company in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indentureIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or any Collateral Document. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption of such Notes the Notes, except with respect to Sections 4.07 hereof (other than provisions relating to Section 4.14 hereofso long as no Change of Control then exists or is contemplated) and 4.08 hereof (so long as no Excess Proceeds then exist);
(3c) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note;
(4d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the NotesNotes (except, except subject to Section 6.02 hereof, a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5e) make any Note payable in money other than that stated thereinin the Notes;
(6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or of, premium, if any, or interest on the Notes;
(7g) waive a redemption payment with respect to any Note;
(h) make any change in these Section 6.04 or 6.07 hereof or in the foregoing amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10i) except as expressly permitted by this Indenture, modify release any Collateral other than pursuant to and in compliance with the Guarantees of any Significant Party in any manner adverse to the Holders of the Notesterms hereof.
Appears in 2 contracts
Samples: Indenture (RBX Corp), Indenture (RBX Corp)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes of each series then outstanding and affected thereby (including Additional NotesNotes of such series, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections Section 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes of each series then outstanding Notes and affected thereby (including Additional NotesNotes of such series, if any) voting as a single class (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers accompanied by resolutions of each of their boards of directors authorizing the execution of any such amended or supplemental indentureIssuer, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall will join with the Issuers Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. It shall is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail Issuer will send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail Issuer to send such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without However, without the consent of each affected Holder of Notesaffected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption or repurchase of such the Notes (other than provisions relating to minimum required notice of optional redemption or to Section 4.14 4.09 hereof);
(3) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note;
(4) waive a Default or Event of Default in the payment of principal of of, or interest or premium, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes of a series by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes of such series and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5) make any Note payable in money other than that stated thereinin the Notes;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of of, principal of of, or interest or premium, if any, or interest on on, the NotesNotes (other than as permitted by clause (7) below);
(7) make waive a redemption or repurchase payment with respect to any change in these amendment and waiver provisionsNote (other than a payment required by Section 4.09 hereof);
(8) impair release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the right terms of any Holder to receive payment of principal of, or 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 such Holder’s Notes;this Indenture; or
(9) make any change to in the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenturepreceding amendment, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notessupplement and waiver provisions.
Appears in 2 contracts
Samples: Indenture (Sunoco LP), Indenture (Sunoco LP)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Company and the Trustee may amend or supplement this IndentureIndenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notesincluding, if any) voting as a single class (including without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuers Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. It shall is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such the Notes (other than provisions relating except as provided above with respect to Section 4.14 Sections 3.09, 4.10 and 4.15 hereof);
(3) reduce the rate of or change the time for payment of interest on any Note;
(4) waive a Default or Event of Default in the payment of principal of or premium, if anyof, or interest or premium on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5) make any Note payable in money other than that stated thereinin the Notes;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or premium, if anyof, or interest or premium on the Notes;
(7) waive a redemption payment with respect to any Note (other than a payment required by Sections 3.09, 4.10 and 4.15 hereof); or
(8) make any change in these amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, Section 6.04 or interest on such Holder’s Notes on 6.07 hereof or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by in this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the NotesSection 9.02.
Appears in 2 contracts
Samples: Indenture (Apparel Holding Corp.), Indenture (Apparel Holding Corp.)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding, (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, the or tender offer or exchange offer for Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of continuing Default in the payment of the principal ofinterest on, premium, if any, or interest on the Notesprincipal of, the Note, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes issued hereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section Sections 2.08 hereof and Section 2.09 hereof shall determine which of the Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers accompanied by resolutions of each of their boards of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the The consent of the Holders of Notes under this Section 9.02 is not necessary under this Indenture to approve the particular form of any proposed amendment or waiver, but it shall be amendment. It is sufficient if such consent approves the substance thereofof the proposed amendment. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, shall deliver electronically deliver in accordance with the Depositary’s procedures, or mail to the Holders of the Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture amendment, supplement or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereof);
(3c) reduce the rate of or change the time for payment of interest on any Note;
(4d) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;
(5e) make any Note payable in money other than that stated therein;
(6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7g) make any change in these amendment and waiver provisionsprovisions as it relates to Notes;
(8) h) impair the contractual right of any Holder to receive payment of principal of, or 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 such Holder’s NotesNotes (which, for the avoidance of doubt, shall not prohibit amendments to or waivers from Section 4.14 or Section 4.10 at any time prior to the occurrence of the relevant Change of Control or Asset Sale);
(9i) make any change to or modify the ranking of the Notes that would adversely affect the HoldersHolders in any material respect; or
(10j) except as expressly permitted by this Indenture, modify the terms of the Guarantees of any Significant Party Subsidiary in any manner adverse to the Holders of the Notes.
Appears in 2 contracts
Samples: Indenture (Uniti Group Inc.), Indenture (Communications Sales & Leasing, Inc.)
With Consent of Holders of Notes. Except as provided below in this Section 9.029.02 or as permitted by Section 9.01, the Issuers Company and the Trustee may amend or supplement this IndentureIndenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notesincluding, if any) voting as a single class (including without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indentureIndenture. It shall is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes or the Note Guarantees. However, without the consent of each affected Holder of Notesaffected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption of such the Notes (other than provisions relating except as provided above with respect to Section 4.14 Sections 3.09, 4.10 and 4.15 hereof);
(3) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note;
(4) waive a Default or Event of Default in the payment of principal of of, or premiumpremium or Liquidated Damages, if any, or interest on on, the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5) make any Note payable in money other than that stated thereinin the Notes;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7) make any change in these amendment and waiver provisions;
(8) impair the right of any Holder Notes to receive payment of principal of, or interest on such Holder’s Notes on or after premium or Liquidated Damages, if any, on, the due dates therefor or to institute suit for the enforcement of any Notes;
(7) waive a redemption payment on or with respect to such Holder’s Notesany Note (other than a payment required by Sections 3.09, 4.10 or 4.15 hereof);
(8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture; or
(9) make any change to in the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notespreceding amendment and waiver provisions.
Appears in 2 contracts
Samples: Indenture (M & F Worldwide Corp), Indenture (M & F Worldwide Corp)
With Consent of Holders of Notes. Except as provided below in this Section 9.029.02 or as permitted by Section 9.01, the Issuers Company and the Trustee may amend or supplement this IndentureIndenture (including, without limitation, Section 3.09, 4.10, 4.15 and 4.19 hereof) and the Notes and the Guarantees and the Security Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, Indenture or the Notes or the Guarantees or the Notes Security Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notesincluding, if any) voting as a single class (including without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indentureIndenture. It shall is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail Company will provide to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail Company to provide such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes or the Guarantees. However, without the consent of each affected Holder of Notesaffected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change extend the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption of such the Notes (other than provisions relating except as provided above with respect to Section 4.14 Sections 3.09, 4.10, 4.15 and 4.19 hereof);
(3) reduce the rate of or change extend the time for payment of interest interest, including default interest, on any Note;
(4) waive a Default or Event of Default in the payment of principal of of, or premium, if any, or interest on on, the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default Payment Default that resulted from such acceleration, ) or in respect of a covenant or provision contained in this Indenture or any Guarantee which that cannot be amended or modified without the consent of all Holders;
(5) make any Note payable in money other than that stated thereinin the Notes;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments payment of principal of of, or interest or premium, if any, or interest on on, the Notes;
(7) except as otherwise permitted by this Indenture, release the Guarantee of any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary);
(8) make any change in these amendment and waiver provisions;; or
(8) 9) impair the right of any Holder to receive payment of principal of, or interest on on, such Holder’s 's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s 's Notes;
(9) make any change to . In addition, without the ranking consent of the Holders of Notes of at least 66 2/3% in principal amount of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenturethen outstanding, modify the Guarantees of any Significant Party in any manner adverse to the Holders no amendment, supplement or waiver may release all or substantially all of the NotesCollateral other than in accordance with this Indenture and the Security Documents.
Appears in 2 contracts
Samples: Indenture (Harland Clarke Holdings Corp), Indenture (Harland Clarke Holdings Corp)
With Consent of Holders of Notes. (a) Except as provided below in this clause (b) of Section 9.02, the Issuers Issuer, the Guarantors, as applicable, the Trustee and the Trustee Collateral Trustee, as applicable, may amend or supplement this Indenture, the Notes and the Noteholder Collateral Platform Guarantees with respect to the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes and its consequences may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notesincluding, if any) voting as a single class (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Issuer accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 14.02 hereof, the Trustee shall join with the Issuers Issuer and the Guarantors, as applicable, in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
(b) Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Issuer with any provision of this Indenture or the Notes. Without However, without the consent of each affected Holder of Notesaffected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1i) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2ii) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions (except those in Section 3.03) with respect to the redemption of such the Notes (other than provisions relating to under Section 4.14 4.10 hereof);
(3iii) reduce the rate of or change the time for payment of interest on any Note, including Additional Amounts;
(4iv) waive a Default or Event of Default in the payment of principal of or and premium, if any, or interest on on, the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5v) make any Note payable in money other than that stated thereinin the Notes;
(6vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or and premium, if any, or interest on on, the Notes;
(7vii) waive a redemption payment with respect to any Note (other than a payment required by Section 4.10 hereof);
(viii) modify or change any provision of this Indenture or the related definitions hereof affecting the ranking of the Notes (under the Noteholder Collateral Platform or otherwise) in a manner that materially adversely affects the Holders;
(ix) make any change in these amendment and waiver provisionsthe provisions of this Indenture or the Noteholder Collateral Platform dealing with the application of proceeds of Collateral that would materially adversely affect the rights of any Holders;
(8) impair the right of any Holder to receive payment of principal of, x) release all or 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 such Holder’s Notes;
(9) make any change to the ranking substantially all of the Notes that would adversely affect Collateral from the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders Security Documents or all or substantially all of the Notes.Noteholder Collateral Platform Guarantees, other than in accordance with the provisions of this Indenture and the Noteholder Collateral Platform; and
Appears in 2 contracts
With Consent of Holders of Notes. Except as provided below in this Section 9.029.02 and in Sections 11.08 and 12.03 hereof, the Issuers Company and the Trustee may amend or supplement this IndentureIndenture (including Sections 3.09, 4.10 and 4.15 hereof), the Notes and Notes, the Subsidiary Guarantees or any Security Documents with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with the purchase of, or a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes, the Subsidiary Guarantees or the Notes of any Security Docuements may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer for, or purchase of, exchange offer for the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by a Responsible Officer of the Trustee of the documents described in Section 7.02 hereofan Officers' Certificate and an Opinion of Counsel, the Trustee shall join with the Issuers Company in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes, the Subsidiary Guarantees or the Security Documents. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiverwaiver under any provision of this Indenture, the Notes or any Subsidiary Guarantee;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive in any manner that adversely affects the rights of any Holder of Notes any of the provisions with respect to the redemption of such the Notes (other than provisions relating except as provided above with respect to Section 4.14 hereof)Sections 3.09, 4.10 and 4.15 hereof and the related definitions;
(3c) reduce the rate of or change the time for payment of interest interest, including default interest, or Special Interest, if any, on any Note;
(4d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest or Special Interest, if any, on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5e) make any Note payable in money other than that stated thereinin the Notes;
(6f) make any change that adversely affects the rights of any Holder of Notes in the provisions of this Indenture relating to waivers of past Defaults or make any change to the rights of Holders of Notes to receive payments of principal of of, or premium, if any, or interest or Special Interest, if any, on the NotesNotes (except as permitted in clause (g) of this Section 9.02);
(7g) waive a redemption payment with respect to any Note (other than a payment required by Sections 3.09, 4.10 and 4.15 hereof); or
(h) make any change in these Section 6.04 or 6.07 hereof or in the foregoing amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notes.
Appears in 1 contract
Samples: Indenture (Tesoro Petroleum Co Inc)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Issuer and the Trustee may amend or supplement this Indenture, First Supplemental Indenture and the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees First Supplemental Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Issuer accompanied by resolutions a resolution of each of their boards its board of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this First Supplemental Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) change the stated maturity of the principal of, or installment of interest, if any, on, the Notes, or reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement thereof or waiverthe interest thereon or any premium payable upon redemption thereof;
(2) reduce change the currency in which the principal amount of (and premium, if any) or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of interest on such Notes (other than provisions relating to Section 4.14 hereof)are denominated or payable;
(3) reduce adversely affect the rate right of repayment or change the time for payment of interest on any Note;
(4) waive a Default in the payment of principal of or premiumrepurchase, if any, or interest on at the Notes, except a rescission of acceleration option of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from Holder after such accelerationobligation arises, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without reduce the consent of all Holders;
(5) make any Note payable in money other than that stated therein;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if anyamount of, or interest on postpone the Notes;
(7) make date fixed for, any change in these amendment and waiver provisions;
(8) payment under any sinking fund or impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notesafter the stated maturity thereof (or, in the case of redemption, on or after the Redemption Date);
(94) make any change to reduce the ranking percentage of the Notes that would adversely affect the HoldersHolders whose consent is required for modification or amendment of this First Supplemental Indenture or for waiver of compliance with certain provisions of this First Supplemental Indenture or certain defaults; or
(105) except as expressly permitted by this Indenture, modify the Guarantees provisions that require Holder consent to modify or amend this First Supplemental Indenture or that permit Holders to waive compliance with certain provisions of any Significant Party in any manner adverse to the Holders of the Notesthis First Supplemental Indenture or certain defaults.
Appears in 1 contract
With Consent of Holders of Notes. (a) Except as provided below in this Section 9.02, the Issuers Issuer, the Guarantors and the Trustee and the Notes Collateral Agent, as applicable, may amend or supplement this IndentureIndenture (including Section 4.10 hereof) and the Notes, the Notes and Subsidiary Guarantees, the Guarantees Note Security Documents, or the Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the NotesNotes ), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Note Security Documents, the Intercreditor Agreement, or the Notes may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. .
(b) Upon the request of the Issuers Issuer accompanied by resolutions of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee and the Notes Collateral Agent, as applicable, of evidence satisfactory to the Trustee or the Notes Collateral Agent, as applicable, of the consent of the Holders of Notes as aforesaidNotes, and upon receipt by the Trustee and the Notes Collateral Agent of the documents described in Section 7.02 9.05 hereof, the Trustee shall and the Notes Collateral Agent, as applicable, will join with the Issuers Issuer and the Guarantors in the execution of such amended or supplemental indenture indenture, or amendment to the Note Security Documents or Intercreditor Agreement unless such amended or supplemental indenture indenture, or amendment to the Note Security Documents or Intercreditor Agreement directly affects the Trustee’s or the Notes Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee or the Notes Collateral Agent, as applicable, may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. Indenture, Note Security Documents or Intercreditor Agreement.
(c) It shall is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereof. .
(d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail Issuer will send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail Issuer to send such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. .
(e) Without the consent of each affected Holder of the Notes, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such the Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to the covenants described in Section 4.14 hereof4.10 hereto and provisions relating to the number of days of notice to be given in the event of a redemption);
(3) reduce the rate of or change the time for payment of interest on any Notesuch note;
(4) waive a Default or Event of Default in the payment of principal of or premium, if anyof, or interest or premium on the Notes, Notes (except a rescission of acceleration of the Notes such notes by the Holders holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5) make any such Note payable in money currency other than that stated thereinin such Notes;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal of or premium, if anyof, or interest or premium on the Notes;
(7) waive a redemption payment with respect to any such Note (other than a payment required by one of the covenants described in Section 4.10 hereto); or
(8) make any change in these amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the NotesSection 9.02(e).
Appears in 1 contract
Samples: Indenture (DT Midstream, Inc.)
With Consent of Holders of Notes. (a) Except as provided below in this Section 9.029.01 and Section 9.02(e) hereof, the Issuers Company, the Guarantors, if any, and the Trustee Trustee, as applicable, may amend or supplement this Indenture, the Notes and or the Note Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notesincluding, if any) voting as a single class (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof .
(b) The Company may, but shall determine which Notes are considered to not be “outstanding” obligated to, fix a record date for the purposes purpose of this Section 9.02determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is ninety (90) days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.
(c) Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. .
(d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. .
(e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically Company shall mail or deliver in accordance with the Depositary’s procedures, or mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically Company to mail or deliver in accordance with the Depositary’s procedures, or mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in principal amount of the then outstanding Notes may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1i) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2ii) reduce the principal amount of or change the fixed final maturity Stated Maturity of any such Note or alter change the optional redemption dates or waive optional redemption prices from those provided in Section 3.07 hereof (except amendments or changes to any notice provisions, which may be amended with the provisions with respect to consent of Holders of a majority of the redemption of such Notes (other than provisions relating to Section 4.14 hereofNotes);
(3iii) reduce the rate of or change the time for payment of interest on any Note;
(4iv) waive a Default or Event of Default in the payment of principal of or premiumof, premium on, if any, or interest on on, the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5v) make any Note payable in money currency other than that stated thereinin the Notes;
(6vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or premiumof, premium on, if any, or interest on on, the Notes;
(7vii) make waive a redemption payment with respect to any change in these amendment and waiver provisionsNote;
(8) viii) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;
(ix) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notesthe Notes or the Note Guarantees;
(9x) amend, change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.10 hereof after the obligation to make an Asset Sale Offer has arisen or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.14 hereof after a Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto; or
(xi) make any change to in the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notespreceding amendment and waiver provisions.
Appears in 1 contract
Samples: Indenture (Geo Group Inc)
With Consent of Holders of Notes. (a) Except as provided below in this Section 9.02, the Issuers Company the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase ofNotes).
(b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Notes). Section 2.08 hereof Holders on such record date, or its duly designated proxies, and Section 2.09 hereof only such Persons, shall determine be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which Notes are considered to is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be “outstanding” for the purposes cancelled and of this Section 9.02. no further effect.
(c) Upon the request of the Issuers Company accompanied by resolutions a resolution of each of their boards of directors its Board authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers Company in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. Indenture.
(d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. .
(e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) may waive compliance in a particular instance by the Company with any provision of this Indenture, or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1i) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the rate of such Notes whose Holders must consent to an amendmentinterest thereon or any premium payable upon the redemption thereof, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity coin or currency in which any Note or any premium or the interest thereon are payable, or impair the right to institute suit for the enforcement of any such Note payment after the Stated Maturity thereof (or, in the case of redemption, on or alter or waive the provisions with respect to after the redemption of such Notes (other than provisions relating to Section 4.14 hereofdate);
(3ii) amend, change or modify (A) Section 4.18 hereof or (B) the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.15 hereof, including, amending, changing or modifying any definition relating thereto;
(iii) reduce the rate percentage in principal amount of outstanding Notes, the consent of whose Holders is required for any waiver of compliance with certain provisions of, or change the time certain defaults and their consequences provided for payment of interest on any Noteunder, this Indenture;
(4iv) waive a Default or Event of Default in the payment of principal of or premiumof, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;
(5) make any Note payable in money other than that stated therein;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7v) modify the subordination provisions of the Notes or the Guarantee of any Guarantor;
(vi) release any Guarantor from any of its obligations under its Guarantee or this Indenture other than in accordance with the terms of this Indenture; or
(vii) make any change in these the preceding amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notes.
Appears in 1 contract
Samples: Indenture (Renal Care Group Inc)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Company and the Trustee may amend or supplement this IndentureIndenture (including, without limitation, Section 4.10 and 4.15 hereof), the Notes Subsidiary Guarantees and the Guarantees Notes with the consent of the Holders of at least a majority in principal amount of the Notes (including including, without limitation, Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, the or tender offer or exchange offer for Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Subsidiary Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indentureIndenture. It shall is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be is sufficient if such consent approves the substance thereofof the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes, or the Subsidiary Guarantees. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption of such Notes (other than provisions relating the Notes; provided, however, that any purchase or repurchase of Notes, including pursuant to Section 4.14 Sections 4.10 and 4.15 hereof), shall not be deemed a redemption of the Notes;
(3) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note;
(4) waive a Default or Event of Default in the payment of principal of or premiumpremium or Liquidated Damages, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5) make any Note payable in money other than that stated thereinin the Notes;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of of, or premiuminterest or premium or Liquidated Damages, if any, or interest on the Notes;
(7) make waive a redemption payment with respect to any change in these amendment Note; provided, however, that any purchase or repurchase of Notes, including pursuant Sections 4.10 and waiver provisions4.15 hereof, shall not be deemed a redemption of the Notes;
(8) impair release any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the right terms of any Holder to receive payment of principal of, or 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 such Holder’s Notes;this Indenture; or
(9) make any change to in the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notesforegoing amendment and waiver provisions.
Appears in 1 contract
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Issuer, the Parent Guarantor, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the written consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer foror exchange offer for Notes or a solicitation of consents in respect of Notes, provided that in each case such offer or purchase of, solicitation is made to all Holders of then outstanding Notes on equal terms) of the Holders of at least a majority in aggregate principal amount of the then Outstanding Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Issuer, the Parent Guarantor and the Subsidiary Guarantors, accompanied by resolutions a Board Resolution of the Issuer, the Parent Guarantor and each of their boards of directors Subsidiary Guarantor authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the Opinion of Counsel documents described in Section 7.02 hereof9.06, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but shall not be obligated to, enter into join with the Issuer, the Parent Guarantor and the Subsidiary Guarantors in the execution of such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effectiveThe Holders of a majority in aggregate principal amount of the then Outstanding Notes may waive compliance in a particular instance by the Issuer, the Issuers shall, Parent Guarantor or the Subsidiary Guarantors with any provision of this Indenture or the Notes (including waivers obtained in the case connection with a tender offer or exchange offer for Notes or a solicitation of Global consents in respect of Notes, electronically deliver provided that in accordance with the Depositary’s procedures, each case such offer or mail solicitation is made to the all Holders of the then Outstanding Notes affected thereby a notice briefly describing the amendmenton equal terms). However, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter the provisions, or waive the provisions any payment, with respect to the redemption of such Notes (other than provisions relating to Section 4.14 hereof)the Notes;
(3) reduce the rate of or change the time for payment of interest on any Note;
(4) waive a Default or Event of Default in the payment of principal of or of, premium, if any, or interest or additional interest, if any, on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then Outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5) make any Note payable in money other than that stated thereinin the Notes;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of of, premium or premiumadditional interest, if any, or interest on the Notes;
(7) make release any change Subsidiary Guarantor that is a Significant Subsidiary from any of its obligations under its Subsidiary Guarantee or this Indenture, except in these amendment and waiver provisionsaccordance with the terms of this Indenture;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notesthe Notes or the Subsidiary Guarantees;
(9) amend, change or modify the obligation of the Issuer to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.09 hereof;
(10) amend, change or modify any change to of the provisions of this Indenture or the related definitions affecting the ranking of the Notes that would adversely affect Notes, the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of Parent Guarantee or any Significant Party Subsidiary Guarantee in any manner adverse to the Holders of the Notes, the Parent Guarantee or any Subsidiary Guarantee; or
(11) make any change in the preceding amendment and waiver provisions. The right of any Holder to participate in any consent required or sought pursuant to any provision of this Indenture (and the obligation of the Issuer to obtain any such consent otherwise required from such Holder) may be subject to the requirement that such Holder shall have been the Holder of record of any Notes with respect to which such consent is required or sought as of a date identified by the Trustee in a notice furnished to Holders in accordance with the terms of this Indenture.
Appears in 1 contract
With Consent of Holders of Notes. Except as provided below in this Section Section 9.02, the Issuers and Issuer, the Trustee may amend or supplement this Indenturethe Indenture (including Sections 3.09, 4.06 and 4.07 hereof), the Notes and the Guarantees other Note Documents with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notesincluding, if any) voting as a single class (including without limitation, consents obtained in connection with a tender offer for, or purchase of, exchange offer for the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Issuer accompanied by resolutions a resolution of each the Board of their boards Directors of directors the Issuer authorizing the execution of any such amended or supplemental indentureindenture or amendment or supplement to any Note Document, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee Trustee, if applicable, of the documents described in Section 7.02 Section 9.06 hereof, the Trustee shall join with the Issuers Issuer in the execution of such amended or supplemental indenture or amendment or supplement to any Note Document unless such amended or supplemental indenture directly or amendment or supplement to such Note Document affects the Trustee’s own rights, duties duties, liabilities or immunities under this the Indenture or otherwise, in which case each of the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indentureindenture or amendment or supplement to such Note Document. It shall not be necessary for the consent of the Holders of Notes under this Section Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail Issuer shall send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive future compliance in a particular instance by the Issuer with any provision of the Indenture or the Notes. Notwithstanding other provisions of this Section 9.02, without the consent of each affected Holder of Notesaffected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-non- consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2a) reduce the principal amount of or change the fixed final maturity Stated Maturity of any such Note or alter or waive the provisions with respect to the redemption installment of such Notes (other than provisions relating to Section 4.14 hereof)principal of any Note;
(3b) reduce the rate of or change the time for Stated Maturity of any interest payment of interest on any Note;
(4c) waive a Default in reduce the payment amount payable upon the redemption of principal of or premiumany Note or, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or an optional redemption, the times at which any Guarantee which cannot Note may be amended or modified without the consent of all Holdersredeemed;
(5d) after the time an Offer to Purchase or a Change of Control Offer to Purchase is required to have been made, reduce the purchase amount or purchase price, or extend the latest expiration date or purchase date thereunder;
(e) make any Note payable in money other than that stated thereinin the Note;
(6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7) make any change in these amendment and waiver provisions;
(8) impair the right of any Holder of Notes to receive any principal payment of principal of, or interest payment on such Holder’s Notes or Note Guaranty, on or after the due dates therefor Stated Maturity thereof, or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notespayment;
(9g) make any change in the percentage of the principal amount of the Notes whose Holders must consent to an amendment or waiver;
(h) modify or change any provision affecting the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of or any Significant Party Note Guaranty in any a manner materially adverse to the Holders of the Notes; or
(i) make any change in any Note Guaranty that would adversely affect the Holder of Notes. Neither the Issuer nor any of its Subsidiaries or Affiliates may, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid or agreed to be paid to all Holders of the Notes that consent, waive or agree to amend such term or provision within the time period set forth in the solicitation documents relating to the consent, waiver or amendment.
Appears in 1 contract
Samples: Indenture (Navajo Transitional Energy Company, LLC)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers and the Trustee may amend or supplement this Indenture, the Notes and or the Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, the exchange offer for Notes), and, subject to Sections 6.02, 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, or premium, if any, or interest or Liquidated Damages, if any, on the Notes, Notes (except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Notes or the Notes Subsidiary Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with or a tender offer for, or purchase of, exchange offer for the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuers Company and the Guaranteeing Subsidiaries in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretionmay, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Without Subject to Sections 6.02, 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company or the Guaranteeing Subsidiaries with any provision of this Indenture, the Notes or the Subsidiary Guarantees. However, without the consent of each affected Holder of Notesaffected, an amendment amendment, or waiver under this Section 9.02 may not (with respect to any Notes Note or Subsidiary Guarantee held by a non-consenting Holder):
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such the Notes (other than provisions relating to Section 4.14 hereof)or any Change of Control Offer;
(3c) reduce the rate of or change the time for payment of interest or Liquidated Damages, if any, on any NoteNotes;
(4d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest or Liquidated Damages, if any, on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;
); (5e) make any Note payable in money other than that stated therein;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7) make any change in these amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notes.
Appears in 1 contract
Samples: Indenture (Advanced Medical Inc)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Issuer and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Issuer accompanied by resolutions a resolution of each of their boards its board of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder of NotesHolder, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions and definitions relating to Section 3.09, Section 4.10 and Section 4.14 hereofhereof to the extent that any such amendment or waiver does not have the effect of reducing the principal of or changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the redemption of such Notes);
(3) reduce the rate of or change the time for payment of interest on any Note;
(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;
(5) make any Note payable in money other than that stated therein;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7) make any change in these amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to in the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party Subsidiary in any manner adverse to the Holders of the Notes.
Appears in 1 contract
With Consent of Holders of Notes. (a) Except as otherwise provided below in this Section 9.02, the Issuers Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notesincluding, if any) voting as a single class (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase ofNotes).
(b) The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Notes). Section 2.08 hereof Holders on such record date, or its duly designated proxies, and Section 2.09 hereof only such Persons, shall determine be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; PROVIDED that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which Notes are considered to is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be “outstanding” for the purposes cancelled and of this Section 9.02. no further effect.
(c) Upon the request of the Issuers Issuer accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended amendment or supplemental indenturesupplement to this Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers Issuer in the execution of such amended amendment or supplemental indenture supplement unless such amended amendment or supplemental indenture supplement directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended amendment or supplemental indenture. supplement.
(d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. .
(e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture amendment, supplement or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of at least a majority in principal amount of Notes then outstanding (including Additional Notes, if any) may waive compliance in a particular instance by the Issuer with any provision of this Indenture, or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1i) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2ii) reduce the principal amount of or change the fixed final maturity of any such Note or alter the provisions, or waive the provisions any payment, with respect to the redemption of such Notes (other than provisions relating to Section 4.14 hereof)the Notes;
(3iii) reduce the rate of or change the time for payment of interest on any Note;
(4iv) waive a Default or Event of Default in the payment of principal of of, or interest or premium, or Liquidated Damages, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5v) make any Note payable in money other than that stated thereinU.S. dollars;
(6vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of of, or premiuminterest or premium or Liquidated Damages, if any, or interest on the Notes;
(7vii) make release any change Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in these amendment and waiver provisionsaccordance with the terms of this Indenture;
(8) viii) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notesthe Notes or the Note Guarantees;
(9ix) after an Asset Sale or a Change of Control has occurred, amend, change or modify the obligation of the Issuer to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.10 or the obligation of the Issuer to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.14, including, in each case, amending, changing or modifying any definition relating thereto;
(x) except as otherwise permitted under Section 5.01, consent to the assignment or transfer by the Issuer or any Guarantor of any of their rights or obligations under this Indenture; or
(xi) make any change to in the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notespreceding amendment and waiver provisions.
Appears in 1 contract
Samples: Indenture (Digitalnet Holdings Inc)
With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Issuers and the Trustee may amend Indenture or supplement this Indenture, the Notes and the Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 6.4 and 6.07 6.7 and the last sentence of Section 6.1 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer for, or purchase of, the exchange offer for Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 7.2 hereof, the Trustee shall join with the Issuers Company in the execution of such amended or supplemental indenture unless Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture directly Indenture that adversely affects the Trustee’s its own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Without Subject to Sections 6.4 and 6.7 hereof, the Holders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 4.14 hereof)the Notes;
(3c) reduce the rate of or change the time for payment of interest on any Note;
(4d) waive a Default or Event of Default in the payment of principal of of, or premium, if any, or interest on on, the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5e) make any Note payable in money other than that stated thereinin the Notes;
(6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or of, premium, if any, or interest on on, the Notes;
(7g) waive a redemption payment with respect to any Note; or
(h) make any change in these the foregoing amendment and waiver provisions;
(8) impair the right of . In addition, any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change amendment to the ranking provisions of Article 10 of this Indenture requires the consent of the Holders of at least 66-2/3% in aggregate principal amount of the Notes that then outstanding if such amendment would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees rights of any Significant Party in any manner adverse to the Holders of the Notes.
Appears in 1 contract
Samples: Indenture (Cinemark Usa Inc /Tx)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Issuers, the Guarantors and the Trustee may amend or supplement this IndentureIndenture (including Sections 3.09, 4.06 and 4.07 hereof), the Notes Guarantees and the Guarantees Notes with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer for, or purchase of, exchange offer for the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers accompanied by resolutions a resolution of the Board of Directors of the Company (in the case of the Company) and of the Board of Directors of Finance Co and each of their boards the Guarantors (in the case of directors Finance Co and each of the Guarantors) authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b) hereof stating that any such amended or supplemental indenture complies with this Section 9.02 and is a legal, valid and obligation of the Issuers and Guarantors (subject to customary exceptions and reservations), the Trustee shall join with the Issuers and each of the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own Trustee rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Issuers with any provision of this Indenture or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 4.14 hereof);
(3) reduce the stated rate of or change extend the stated time for payment of interest on any Note;
(4c) waive a Default in reduce the payment of principal of or extend the Stated Maturity of any Note;
(d) reduce the premium payable upon the redemption of any Note as described above under Section 3.07, or change the time at which any Note may be redeemed as described above under Section 3.07, or make any change under Section 4.06 after the occurrence of a Change of Control, or make any change to the provisions relating to an Asset Disposition Offer that has been made, in each case whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(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 premium, if any, or principal of and interest on such Holder’s Notes on or after the Notes, due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5) make any Note payable in money other than that stated therein;
(6g) make any change in the amendment provisions of this Indenture relating to waivers of past Defaults which require each Holder’s consent or in the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7) make any change in these amendment and waiver provisions;
(8) impair h) modify the right Guarantees in any manner adverse to the Holders of any Holder to receive payment of principal of, or 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 such Holder’s Notes;; or
(9i) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify . Without the Guarantees consent of any Significant Party in any manner adverse to the Holders of at least 75% in aggregate principal amount of the NotesNotes then outstanding, no amendment or waiver may make any change to, or extend the time for performance under, the Release described in Section 3.10 of this Indenture.
Appears in 1 contract
With Consent of Holders of Notes. (a) Except as provided below in this Section 9.02, the Issuers Company the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase ofNotes).
(b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Notes). Section 2.08 hereof Holders on such record date, or its duly designated proxies, and Section 2.09 hereof only such Persons, shall determine be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which Notes are considered to is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be “outstanding” for the purposes cancelled and of this Section 9.02. no further effect.
(c) Upon the request of the Issuers Company accompanied by resolutions a resolution of each of their boards of directors its Board authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers Company in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. Indenture.
(d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. .
(e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) may waive compliance in a particular instance by the Company with any provision of this Indenture, or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1i) change the Stated Maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the rate of such Notes whose Holders must consent to an amendmentinterest or Liquidated Damages, supplement if any, thereon or waiver;
(2) reduce any premium payable upon the principal amount of redemption thereof, or change the fixed final maturity coin or currency in which any Note or any premium or the interest or any Liquidated Damages thereon are payable, or impair the right to institute suit for the enforcement of any such Note payment after the Stated Maturity thereof (or, in the case of redemption, on or alter or waive the provisions with respect to after the redemption of such Notes (other than provisions relating to Section 4.14 hereofdate);
(3ii) amend, change or modify the obligation of the Company to make and consummate an Excess Proceeds Offer with respect to any Asset Sale in accordance with Section 4.10 or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.14, including, in each case, amending, changing or modifying any definition relating thereto;
(iii) reduce the rate percentage in principal amount of outstanding Notes, the consent of whose Holders is required for any waiver of compliance with certain provisions of, or change the time certain defaults and their consequences provided for payment of interest on any Noteunder, this Indenture;
(4iv) waive a Default or Event of Default in the payment of principal of of, or premium, if any, or interest or Liquidated Damages, if any, on the Notes, except a rescission of acceleration of Notes or reduce the Notes by the Holders of at least a majority in percentage or aggregate principal amount of outstanding Notes the Notes and a consent of whose Holders is necessary for waiver of the payment default that resulted from such acceleration, or in respect compliance with certain provisions of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended for waiver of certain Defaults or modified without the consent Events of all HoldersDefault;
(5v) make modify the ranking or priority of the Notes or the Guarantee of any Note payable in money other than that stated thereinGuarantor;
(6vi) release any Guarantor from any of its obligations under its Guarantee or this Indenture other than in accordance with the terms of this Indenture; or
(vii) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7) make any change in these preceding amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notes.
Appears in 1 contract
Samples: Indenture (IMI of Arlington, Inc.)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which the Notes that are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers accompanied by resolutions of each of their boards its board of directors authorizing the execution of any such amended or supplemental indentureindenture or waiver, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.05, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or shall mail to the Holders of the Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::
(1) . reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) . reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 4.14 hereofto the extent that any such amendment or waiver does not have the effect of reducing the principal of or changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the redemption of such Notes), provided that any amendment to the minimum notice requirement may be made with consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding;
(3) . reduce the rate of or change the time for payment of interest on any Note;
(4) . waive a Default or Event of Default in the payment of principal of or of, premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders;
(5) . make any Note payable in money other than that stated therein;
(6) . make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7) . make any change in these amendment and waiver provisionsprovisions (except pursuant to Section 9.01, which relates to amendments permitted without the consent of any Holders);
(8) impair 8. amend the contractual right of any Holder to receive payment of principal of, Holders expressly set forth in this Indenture or interest on such Holder’s the Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s NotesNotes on or after the due dates therefor;
(9) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notes.
Appears in 1 contract
Samples: Indenture (GoDaddy Inc.)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Issuers, the Subsidiary Guarantors and the Trustee may amend or supplement this IndentureIndenture (including Sections 3.09, 4.06 and 4.07 hereof), the Notes Guarantees, and the Guarantees Notes with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer for, or purchase of, exchange offer for the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers accompanied by resolutions a resolution of the Board of Directors of the General Partner (in the case of the Partnership) and of the Board of Directors of MarkWest Finance and each of their boards the Subsidiary Guarantors (in the case of directors MarkWest Finance and each of the Subsidiary Guarantors) authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuers and each of the Subsidiary Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Issuers with any provision of this Indenture or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption or repurchase of such Notes (other than provisions relating the Notes, except as provided above with respect to Section 4.14 Sections 3.09, 4.06 and 4.07 hereof);
(3c) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note;
(4d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest (including Additional Interest, if any) on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5e) make any Note payable in money other than that stated thereinin the Notes;
(6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or premium, if any, or interest on the NotesNotes (other than as permitted by clause (g) below);
(7g) waive a redemption or repurchase payment with respect to any Note (other than a payment required by the covenants contained in Sections 3.09, 4.06 and 4.07 hereof);
(h) except as otherwise permitted by this Indenture, release any Subsidiary Guarantor from any of its Obligations under its Guarantee or this Indenture, or change any Guarantee in any manner that would adversely affect the right of Holders; or
(i) make any change in these amendment Section 6.04 or 6.07 hereof or in the foregoing amendment, supplement and waiver provisions;
provisions (8) impair the right of except to increase any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notespercentage set forth therein).
Appears in 1 contract
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Company and the Trustee may amend or supplement this Indenture, Indenture or the Notes and or the Note Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or premium or interest on on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notesincluding, if any) voting as a single class (including without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indentureIndenture. It shall is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each affected Holder of Notesaffected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption of such the Notes (other than provisions relating except as provided above with respect to Section 4.14 Sections 3.09, 4.10 and 4.15 hereof);
(3) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note;
(4) waive a Default or Event of Default in the payment of principal of of, or interest or premium, if any, or interest on on, the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5) make any Note payable in money other than that stated thereinin the Notes;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of of, or interest or premium, if any, or interest on on, the Notes;
(7) make waive a redemption payment with respect to any change in these amendment and waiver provisionsNote (other than a payment required by Sections 3.09, 4.10 or 4.15 hereof);
(8) impair release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the right terms of any Holder to receive payment of principal of, or 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 such Holder’s Notes;this Indenture; or
(9) make any change in the preceding amendment and waiver provisions. Notwithstanding any of the foregoing to the ranking contrary, any amendment to, or waiver of, the provisions of this Indenture that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of the Holders of at least 66-2/3% in aggregate principal amount of the Notes that would adversely affect the Holders; or
then outstanding (10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse but only to the Holders of extent any such consent is required under the NotesCollateral Trust Agreement).
Appears in 1 contract
Samples: Indenture (Unisys Corp)
With Consent of Holders of Notes. (a) Except as otherwise provided below in this Section 9.02, the Issuers Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and Notes, the Guarantees Note Guarantees, the Security Documents or the Pari Passu Intercreditor Agreement with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes (and related Note Guarantees), the Security Documents or the Pari Passu Intercreditor Agreement may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase ofNotes).
(b) The Issuers may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Notes). Section 2.08 hereof Holders of Notes on such record date, or its duly designated proxies, and Section 2.09 hereof only such Persons, shall determine be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which Notes are considered to is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be “outstanding” for the purposes cancelled and of this Section 9.02. no further effect.
(c) Upon the request of the Issuers accompanied by resolutions of each of their boards of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b), the Trustee shall join with the Issuers in the execution of such amended amendment or supplemental indenture supplement unless such amended any amendment or supplemental indenture supplement to this Indenture, the Security Documents or the Pari Passu Intercreditor Agreement directly affects the Trustee’s own rights, duties duties, protections, privileges, indemnities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended amendment or supplemental indenture. supplement.
(d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. .
(e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture amendment, supplement or waiver. Without Subject to Sections 6.04 and 6.07, the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) may waive compliance in a particular instance by the Issuers with any provision of this Indenture, the Notes, the Security Documents or the Pari Passu Intercreditor Agreement. However, with respect to the Notes, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting non‑consenting Holder):
(1i) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2ii) reduce the principal amount of or change the fixed final maturity of any such Note or alter the provisions, or waive the provisions any payment, with respect to the redemption of such the Notes (other than provisions relating to Section Sections 4.10 and 4.14 hereof(except to the extent provided in clause (ix) below);
(3iii) reduce the rate of or change the time for payment of interest on any Note;
(4iv) waive a Default or Event of Default in the payment of principal of of, or interest or premium, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5v) make any Note payable in money other than that stated thereinU.S. dollars;
(6vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of of, or interest or premium, if any, or interest on the Notes;
(7vii) make release any change Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in these amendment and waiver provisionsaccordance with the terms of this Indenture;
(8) viii) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notesthe Notes or the Note Guarantees;
(9ix) amend, change or modify the obligation of the Issuers to make and consummate an Asset Sale Offer with respect to any change Asset Sale in accordance with Section 4.10 after the obligation to make such Asset Sale Offer has arisen, or the obligation of the Issuers to make and consummate a Change of Control Offer in the event of a Change of Control Triggering Event in accordance with Section 4.14 after such Change of Control Triggering Event has occurred, including, in each case, amending, changing or modifying any definition relating thereto;
(x) except as otherwise permitted under Section 4.18 and Section 5.01, consent to the assignment or transfer by the Issuers or any Guarantor of any of their rights or obligations under this Indenture;
(xi) amend or modify any of the provisions of this Indenture, the Notes, the Security Documents or the Pari Passu Intercreditor Agreement or the related definitions affecting the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of or any Significant Party Note Guarantee in any manner adverse to the Holders of the Notes or any Note Guarantee; and
(xii) make any change in the preceding amendment and waiver provisions.
(f) Without the consent of the holders of at least 662/3% in principal amount of the then outstanding Notes (including Additional Notes, if any), no amendment, supplement or waiver may modify any Security Document or the Pari Passu Intercreditor Agreement, or the provisions in this Indenture dealing with the Collateral (including, without limitation, this Section 9.02), the Security Documents or the Pari Passu Intercreditor Agreement, that would have the impact of releasing all or substantially all of the Collateral from the Liens of the Security Documents (except as permitted by the terms of this Indenture, the Security Documents and the Pari Passu Intercreditor Agreement) or change or alter the priority of the security interests in the Collateral.
Appears in 1 contract
Samples: Indenture (Windstream Services, LLC)
With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Issuers and the Trustee may amend Indenture or supplement this Indenture, the Notes and the Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 6.4 and 6.07 6.7 and the last sentence of Section 60 67 6.1 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer for, or purchase of, the exchange offer for Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 7.2 hereof, the Trustee shall join with the Issuers Company in the execution of such amended or supplemental indenture unless Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture directly Indenture that adversely affects the Trustee’s its own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Without Subject to Sections 6.4 and 6.7 hereof, the Holders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 4.14 hereof)the Notes;
(3c) reduce the rate of or change the time for payment of interest on any Note;
; (4d) waive a Default or Event of Default in the payment of principal of of, or premium, if any, or interest on on, the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5) make any Note payable in money other than that stated therein;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7) make any change in these amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notes.
Appears in 1 contract
Samples: Indenture (Cinemark Usa Inc /Tx)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Issuers, the Guarantors and the Trustee may amend or supplement this IndentureIndenture (including Sections 3.09, 4.10, 4.11 and 4.16 hereof), the Notes Notes, the Note Guarantees and the Guarantees Collateral Documents with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes, the Note Guarantees or the Notes Collateral Documents may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding Notes (including Additional Notesincluding, if any) voting as a single class (including without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers accompanied by resolutions a resolution of each of their boards respective Boards of directors Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indentureIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Issuers with any provision of this Indenture or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such the Notes (other than provisions relating except as provided above with respect to Section 4.14 Sections 3.09, 4.10, 4.11 and 4.16 hereof);
(3c) reduce the rate of or change the time for payment of Interest or default interest on any Note;
(4d) waive a Default or Event of Default in the payment of principal of of, or Interest or premium, or Liquidated Damages, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5e) make any Note payable in money other than that stated thereinin the Notes;
(6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of of, or premiumInterest or premium or Liquidated Damages, if any, or interest on the Notes;
(7g) waive a redemption payment with respect to any Note except as provided above with respect to Sections 3.09, 4.10, 4.11 and 4.16 hereof;
(h) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;
(i) release all or substantially all of the Collateral from the Lien of this Indenture or the Collateral Documents (except in accordance with the provisions thereof); or
(j) make any change in these the preceding amendment and waiver provisions;
(8) impair . Any amendment to, or waiver of the right provisions of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect Collateral Documents relating to Section 4.13 or Article 10 hereof shall require the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees consent of any Significant Party in any manner adverse to the Holders of the Notesat least 85% in aggregate principal amount of Notes then outstanding.
Appears in 1 contract
Samples: Indenture (HCS Ii Inc)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes and the Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer for, or purchase of, the tender offer or exchange offer for Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption or repurchase of such the Notes (other than provisions relating to Section 4.14 except as provided in Sections 4.10 and 4.15 hereof);
(3c) reduce the rate of or change the time for payment of interest on any Note;
(4d) waive a Default or Event of Default in the payment of principal of or premium, interest or Additional Interest, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5e) make any Note payable in money other than that stated thereinin the Notes;
(6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal of or premium, interest or Additional Interest, if any, or interest on the NotesNotes (except as permitted in clause (g) below);
(7g) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Sections 4.10 and 4.15 hereof);
(h) make any change in these amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect or the Holders; orSubsidiary Guarantees relative to other Indebtedness of the Company or the Guarantors, respectively, in either case in a manner adverse to the Holders of Notes;
(10i) except as expressly permitted by this Indenture, modify the Subsidiary Guarantees of any Significant Party in any manner adverse to the Holders holders of the Notes; or
(j) make any change in the preceding amendment, supplement and waiver provisions.
Appears in 1 contract
Samples: Indenture (Medic Systems Inc)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Issuers, any Guarantors and the Trustee may amend or supplement this IndentureIndenture (including Sections 3.09, 4.10, 4.11, 4.16 and 4.30 hereof), the Notes, any Guarantee of the Notes and the Guarantees Collateral Documents with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Notes, any Guarantee of the Notes or the Notes Collateral Documents may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding Notes (including Additional Notesincluding, if any) voting as a single class (including without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers accompanied by resolutions a resolution of each of their boards respective Boards of directors Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers and any Guarantor in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indentureIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Issuers with any provision of this Indenture or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-non- consenting Holder):
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such the Notes (other than provisions relating except as provided above with respect to Section 4.14 Sections 3.09, 4.10, 4.11, 4.16 and 4.30 hereof);
(3c) reduce the rate of or change the time for payment of Interest or default interest on any Note;
(4d) waive a Default or Event of Default in the payment of principal of of, or Interest or premium, or Liquidated Damages, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5e) make any Note payable in money other than that stated thereinin the Notes;
(6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of of, or premiumInterest or premium or Liquidated Damages, if any, or interest on the Notes;
(7g) waive a redemption payment with respect to any Note except as provided above with respect to Sections 3.09, 4.10, 4.11 and 4.16 hereof;
(h) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;
(i) release all or substantially all of the Collateral from the Lien of this Indenture or the Collateral Documents (except in accordance with the provisions thereof); or
(j) make any change in these the preceding amendment and waiver provisions;
(8) impair . Any amendment to, or waiver of the right provisions of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect Collateral Documents relating to Section 4.13 or Article 10 hereof shall require the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees consent of any Significant Party in any manner adverse to the Holders of the Notesat least 85% in aggregate principal amount of Notes then outstanding.
Appears in 1 contract
Samples: Indenture (Shreveport Capital Corp)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Issuer, the Collateral Agent and the Trustee may amend or supplement this Indenture, the Notes Security Documents, the Intercreditor Agreement, any related Guarantee and the Guarantees Notes with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, any Notes beneficially owned by the Issuer’s Affiliates (including, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), ) and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Security Documents, the Intercreditor Agreement, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a purchase of or tender offer or exchange offer for, or purchase ofNotes. Subject to the preceding sentence, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02). Upon the request of the Issuers Issuer accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereofhereof to the extent that any such amendment or waiver does not have the effect of reducing the principal of or changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the redemption of such Notes);
(3) reduce the rate of or change the time for payment of interest on any Note;
(4) waive a Default in the payment of principal of or premium, if any, or (without duplication) interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;
(5) make any Note payable in money a currency other than that stated thereinU.S. dollars;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or (without duplication) interest on the NotesNotes including in connection with a defeasance or discharge;
(7) make any change in these amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to or otherwise modify the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees Guarantee of any Significant Party Guarantor in any manner adverse to the Holders of the Notes. In addition, any amendment to, or waiver of, the provisions of this Indenture, any Security Document or the Intercreditor Agreement that has the effect of releasing all or substantially all of the Collateral or modifies such documents insofar as such documents relates to Collateral in a manner adverse to the Holders of the Notes in any material respect will require consent of the Holders of at least 75% in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes). No amendment of, or supplement or waiver to, this Indenture, the Notes or the Security Documents (other than the Intercreditor Agreement) shall be permitted to be effected which is in violation of or inconsistent with the terms of the Intercreditor Agreement. No amendment of, or supplement to, the Intercreditor Agreement shall be permitted to be effected without the consent of the Collateral Agent, the First Lien Collateral Agent and the collateral agent under the Credit Agreement. Until the Discharge of First Lien Obligations has occurred, the holders of the First Priority Liens (as defined in the Intercreditor Agreement) may change, waive, modify or vary the security documents of such holders and, pursuant to the Intercreditor Agreement, such changes will automatically apply to the Security Documents; provided that any such change, waiver, modification or variance that is prejudicial to the rights of the Holders of the Notes and does not affect the holders of the First Priority Liens in a like or similar manner shall not apply to the Security Documents without the consent of the Collateral Agent and the Trustee (acting at the direction of the Holders of a majority of the aggregate principal amount of the Notes). Notice of such amendment, waiver or consent shall be given to the Trustee by the Issuer, but any failure to provide such notice will not affect the validity or effectiveness of any such amendment, waiver or consent.
Appears in 1 contract
Samples: Indenture (American Media Inc)
With Consent of Holders of Notes. (a) Except as provided below in this clause (b) of Section 9.02, the Issuers Issuer and the Trustee may amend or supplement this Indenture, the Notes Guarantee and the Guarantees Notes with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Guarantee or the Notes and its consequences may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Issuer accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers Issuer and the Guarantor in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
(b) Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Issuer with any provision of this Indenture or the Notes. Without However, without the consent of each affected Holder of Notesaffected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1i) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2ii) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions (except those in Section 3.03) with respect to the redemption of such the Notes (other than provisions relating to under Section 4.14 4.10 hereof);
(3iii) reduce the rate of or change the time for payment of interest on any Note, including Additional Amounts;
(4iv) waive a Default or Event of Default in the payment of principal of of, or interest or premium, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5v) make any Note payable in money other than that stated thereinin the Notes;
(6vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of of, or interest or premium, if any, or interest on the Notes;
(7vii) waive a redemption payment with respect to any Note (other than a payment required by Section 4.10 hereof);
(viii) release the Guarantor from any of its obligations under the Guarantee or this Indenture, except in accordance with the terms of the Indenture;
(ix) affect the ranking of the Notes in a manner adverse to the Holders; and
(x) make any change in these Section 6.04 or 6.07 hereof or in the foregoing amendment and waiver provisions;
(8) impair the right provisions of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the NotesSection 9.02(b).
Appears in 1 contract
Samples: Indenture (Norbord Inc.)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, Revel, the Issuers Guarantors and the Trustee may amend or supplement this Indenture, the Notes and Notes, the Guarantees Note Guarantees, and, subject to the terms of the Intercreditor Agreement, the Collateral Documents may be amended or supplemented with the consent of the Holders holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, Additional Notes, if any, and consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase ofNotes) voting as a single class, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes, the Note Guarantees or or, subject to the Notes terms of the Intercreditor Agreement, the Collateral Documents may be waived with the consent of the Holders holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notesincluding, if any) voting as a single class (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Revel accompanied by resolutions of each a resolution of their boards respective Boards of directors Directors authorizing the execution of any such amended or supplemental indentureIndenture in connection with any amendment or supplement authorized by this Section 9.02, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02, the Trustee shall join with Revel and the Issuers Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indentureIndenture. It shall is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, Revel shall furnish or mail make available to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Revel to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each Holder affected Holder or, in the case of Notesclauses (8) and (9) below only, without the consent of the holders of at least 66 2/3% in the aggregate principal amount of the Notes then outstanding, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such the Notes (other than provisions relating to Section 4.14 hereofany of Sections 3.10, 4.10, 4.15 and 4.16);
(3) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note;
(4) waive a Default or Event of Default in the payment of principal of of, or interest or premium, if any, or interest on on, the Notes, Notes (except a rescission of acceleration of the Notes by the Holders holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default Payment Default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5) make any Note payable in money other than that stated thereinin the Notes;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of of, or interest or premium, if any, or interest on on, the Notes
(7) waive a redemption payment with respect to the Notes (other than a payment required by any of Sections 3.10, 4.10, 4.15 and 4.16);
(78) release all or substantially all of the Collateral except in accordance with the provisions of the Collateral Documents;
(9) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture if the assets or properties of that Guarantor constitute all or substantially all of the Collateral, except in accordance with the terms of this Indenture;
(10) amend the provisions of this Indenture described in Section 10.03; or
(11) make any change in these the preceding amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notes.
Appears in 1 contract
With Consent of Holders of Notes. Except as provided below in this Section 9.02(a) With the consent of the Majority Holders, by Act of said Holders delivered to the Company and the Trustee, the Issuers Company, when authorized by a Board Resolution, each of the Subsidiary Guarantors, when authorized by a Board Resolution, and the Trustee upon Company Request may amend or supplement this Indenture, the Notes Indenture and the Guarantees other Convertible Note Documents for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the other Convertible Note Documents, or of modifying in any manner the rights of the Holders under this Indenture or the other Convertible Note Documents, in each case in addition to any required consent of holders of other Convertible Note Obligations that may be required with respect to an amendment of or waiver under the Collateral Trust and Intercreditor Agreement or any other Collateral Agreement; provided that no such amendment or supplement shall: (1) without the consent of the Holders Holder of at least a majority in principal amount of each Outstanding Note affected thereby:
(i) change the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment Stated Maturity of the principal of, premiumor any installment of interest on, if anyany Note, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers accompanied by resolutions of each of their boards of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount thereof or the rate of such Notes whose Holders must consent to an amendmentinterest thereon or any premium (including the Applicable Premium) thereon, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity coin or currency in which principal of any such Note or alter any premium (including the Applicable Premium) or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 4.14 hereof);
(3) reduce the rate of or change the time for payment of interest on any Note;
(4) waive a Default in the payment of principal of or premium, if anyNote is payable, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;
(5) make any Note payable in money other than that stated therein;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7) make any change in these amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or with respect to such Holder’s Notesafter the Redemption Date);
(9ii) make reduce the percentage of aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any change such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of the Indenture or certain defaults hereunder or the consequences of a default provided for in the Indenture;
(iii) modify any of the provisions of this Section 9.02 or Section 6.13 hereof, except to increase any percentage of Holders referred to therein 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 affected thereby;
(iv) modify any provisions of the Indenture relating to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Subsidiary Guarantees of any Significant Party in any a manner adverse to the Holders Holders, except in accordance with the terms of this Indenture, the Collateral Trust and Intercreditor Agreement or the Security Agreement;
(v) amend, change or modify the obligation of the Notes.Company pursuant to Article 15 hereof, or modify any of the provisions or definitions with respect thereto;
(vi) release any Subsidiary Guarantor of the Notes from any of its obligations under its Subsidiary Guaranty or this Indenture, except in accordance with the terms of this Indenture, or the Collateral Trust and Intercreditor Agreement;
(vii) release all or a substantial part of the Collateral, except in accordance with the terms of this Indenture or the Collateral Agreements; or
Appears in 1 contract
Samples: Indenture
With Consent of Holders of Notes. Except as provided below in this Section 9.02The Company, the Issuers Trustee and the Trustee Collateral Agent may amend or supplement this Indenture, the Notes and Notes, the Guarantees Collateral Documents, or the Intercreditor Agreement, or enter into any additional or supplemental Collateral Documents with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class affected thereby (including consents obtained in connection with a tender offer foror exchange offer for the Notes), for the purpose of adding any provisions to or purchase ofchanging in any manner or eliminating any of the provisions of this Indenture, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for , the purposes Collateral Documents or the Intercreditor Agreement, or of this Section 9.02. Upon modifying in any manner the request of the Issuers accompanied by resolutions of each of their boards of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent rights of the Holders of Notes; provided that without the consent of at least two-thirds in aggregate principal amount of Notes then outstanding, an amendment, modification or waiver may not (i) effect a release of all or substantially all of the Collateral from the Liens securing the Notes or (ii) contractually subordinate the Liens securing the Notes, except, in each case of clauses (i) and (ii), in accordance with the terms of this Indenture, the Collateral Documents or the Intercreditor Agreement, as aforesaidapplicable. Except as otherwise provided herein, and upon receipt the Holders of at least a majority in aggregate principal amount of the outstanding Notes affected thereby, by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes) may waive compliance by the Trustee Company with any provision of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indentureNotes. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture, amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, or amendment or supplement to the Collateral Documents or the Intercreditor Agreement, and upon the filing with the Trustee and the Collateral Agent of evidence satisfactory to the Trustee and the Collateral Agent of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and the Collateral Agent of the documents described in Section 7.02 hereof, the Trustee and the Collateral Agent will join with the Company in the execution of such amended or supplemental indenture, or amendment or supplement to the Collateral Documents or the Intercreditor Agreement, unless such amended or supplemental indenture or amendment or supplement to the Collateral Documents or the Intercreditor Agreement directly affects the Trustee’s or the Collateral Agent’s own rights, duties or immunities under this Indenture, the Collateral Documents or the Intercreditor Agreement or otherwise, in which case the Trustee or the Collateral Agent may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture or such or amendment or supplement to the Collateral Documents or the Intercreditor Agreement. After an amendment, supplement a supplemental indenture or waiver or amendment or supplement to the Collateral Documents or the Intercreditor Agreement under this Section 9.02 section becomes effective, the Issuers shall, in the case of Global Notes, electronically Company shall deliver in accordance with the Depositary’s procedures, or mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplemental indenture or waiver or such or amendment or supplement to the Collateral Documents or waiverthe Intercreditor Agreement. Any failure of by the Issuers to, in the case of Global Notes, electronically Company to deliver in accordance with the Depositary’s procedures, or mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder):Holder affected thereby:
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendmentamount, supplement or waiver;
(2) reduce the principal amount of any premium or change the fixed final maturity Stated Maturity of any such Note the Notes or alter or waive any of the provisions with respect to the redemption or repurchase of such Notes (other than provisions relating to Section 4.14 hereof);
(3) reduce the rate of or change the time for payment of interest on any Note;
(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;
(5) make any Note payable in money other than that stated therein;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7b) make change the place of payment or currency in which principal, any change in these amendment and waiver provisionspremium or interest is paid;
(8) c) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s the Notes;
(9d) reduce the interest rate or extend the time for payment of interest on the Notes; or
(e) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the NotesArticle IX.
Appears in 1 contract
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding, (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, the or tender offer or exchange offer for Notes), and, subject to Sections Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of continuing Default in the payment of the principal ofinterest on, premium, if any, or interest on the Notesprincipal of, the Note, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes issued hereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section Sections 2.08 hereof and Section 2.09 hereof shall determine which of the Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers accompanied by resolutions of each of their boards of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the The consent of the Holders of Notes under this Section 9.02 is not necessary under this Indenture to approve the particular form of any proposed amendment or waiver, but it shall be amendment. It is sufficient if such consent approves the substance thereofof the proposed amendment. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, shall deliver electronically deliver in accordance with the Depositary’s procedures, or mail to the Holders of the Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture amendment, supplement or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereof);
(3c) reduce the rate of or change the time for payment of interest on any Note;
(4d) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;
(5e) make any Note payable in money other than that stated therein;
(6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7g) make any change in these amendment and waiver provisionsprovisions as it relates to Notes;
(8) h) impair the contractual right of any Holder to receive payment of principal of, or 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 such Holder’s NotesNotes (which, for the avoidance of doubt, shall not prohibit amendments to or waivers from Section 4.14 or Section 4.10 at any time prior to the occurrence of the relevant Change of Control or Asset Sale);
(9i) make any change to or modify the ranking of the Notes that would adversely affect the HoldersHolders in any material respect; or
(10j) except as expressly permitted by this Indenture, modify the terms of the Guarantees of any Significant Party Subsidiary in any manner adverse to the Holders of the Notes.
Appears in 1 contract
Samples: Indenture (Uniti Group Inc.)
With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Issuers and the Trustee may amend or supplement this Indenture, the Notes and Notes, the Guarantees Guarantees, the Intercreditor Agreement or any Second-Priority Security Document may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notesit being understood that the provisions of the Intercreditor Agreement and the Second-Priority Security Documents that may by their terms be amended or supplemented without the consent of the Holders do not require the consent of the Holders contemplated hereby), if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, the or tender offer or exchange offer, for Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Notes, the Guarantees, the Intercreditor Agreement or the Notes any Second-Priority Security Document may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notesit being understood that the provisions of the Intercreditor Agreement and the Second-Priority Security Documents that may by their terms be waived without the consent of the Holders do not require the consent of the Holders contemplated hereby), if any) voting as a single class (including including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers AirGate accompanied by resolutions of each of their boards of directors a Board Resolution authorizing the execution of any such amended amendment to this Indenture, the Guarantees, the Intercreditor Agreement, the Second-Priority Security Documents or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaidNotes, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 9.6 and 13.4 hereof, the Trustee shall join with AirGate and the Issuers Guarantors in the execution of any amendment to this Indenture, the Guarantees, the Intercreditor Agreement, the Second-Priority Security Documents or the Notes authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended amendment to this Indenture, the Guarantees, the Intercreditor Agreement, the Second-Priority Security Documents or supplemental indenture unless such amended or supplemental indenture directly the Notes that affects the Trustee’s its own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or AirGate shall mail to the Holders of Notes each Note affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or AirGate to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Sections 6.2, 6.4 and 6.7 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may amend or waive compliance in a particular instance by AirGate with any provision of this Indenture or the Notes. However, without the consent of each affected Holder of Notesadversely affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes Note held by a non-consenting Holder):
(1a) reduce the aggregate principal amount of such the then outstanding Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such the Notes (other than provisions relating to Section Sections 4.10 and 4.14 hereof);
(3c) reduce the rate of or change the time for payment of interest on any Note;
(4d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5e) make any Note payable in money other than that stated thereinin the Notes;
(6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7g) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Section 4.10 or 4.14 hereof); or
(h) make any change in these the amendment and waiver provisions;
(8) impair the right provisions of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the NotesArticle IX.
Appears in 1 contract
Samples: Indenture (Airgate PCS Inc /De/)
With Consent of Holders of Notes. (a) Except as provided below in this Section 9.029.02(e), the Issuers Company, the Guarantors, if any, and the Trustee may amend or supplement this Indenture, Indenture or the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase ofNotes).
(b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Notes). Section 2.08 hereof Holders on such record date, or their duly designated proxies, and Section 2.09 hereof only such Persons, shall determine be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which Notes are considered to is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be “outstanding” for the purposes cancelled and of this Section 9.02. no further effect.
(c) Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. .
(d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. .
(e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) may waive compliance in a particular instance by the Company with any provision of this Indenture, or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1i) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2ii) reduce the principal amount of or change the fixed final maturity of any such Note or alter change the optional redemption dates or waive the provisions with respect to the optional redemption prices from those provided in Section 3.07 of such Notes (other than provisions relating to Section 4.14 hereof)this Indenture;
(3iii) reduce the rate of or change the time for payment of interest on any Note;
(4iv) waive a Default or Event of Default in the payment of principal of of, or interest or premium, or Liquidated Damages, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5v) make any Note payable in money currency other than that stated thereinin the Notes;
(6vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of of, or premiuminterest or premium or Liquidated Damages, if any, or interest on the Notes;
(7vii) make waive a redemption payment with respect to any change in these amendment and waiver provisionsNote;
(8) viii) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;
(ix) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notesthe Notes or the Note Guarantees;
(9x) amend, change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.10 hereof after the obligation to make an Asset Sale Offer has arisen or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.14 hereof after a Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto; or
(xi) make any change to in the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notespreceding amendment and waiver provisions.
Appears in 1 contract
Samples: Execution Version (Geo Group Inc)
With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Issuers Company, a Guarantor (with respect to a Guarantee or the Indenture to which it is a party) and the Trustee may amend or supplement this IndentureIndenture (including Section 3.11, 4.10 and 4.15 hereof), the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding Notes affected thereby voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 6.4 and 6.07 6.7 hereof, any existing Default or Event of Default with respect to the Notes (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Notes or the Notes Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) affected thereby voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes affected thereby as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 7.2 hereof, the Trustee shall join with the Issuers Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Sections 6.4 and 6.7 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes affected thereby voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 9.2 may not (with respect to any Notes held by a non-non- consenting Holder):
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption of such Notes (the Notes, other than provisions relating to Section 4.14 Sections 3.11 or 4.15 hereof);
(3c) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note;
(4d) waive a Default or Event of Default in the payment of principal of or premiumpremium or Special Interest, if any, or interest on the Notes, Notes except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;
(5e) make any Note payable in money other than that stated thereinin the Notes;
(6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or premium, interest or Special Interest, if any, or interest on the Notes;
(7g) waive a redemption payment with respect to any Note, other than a payment required by Section 3.11 or 4.15 hereof;
(h) make any change in these the foregoing amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notes.
Appears in 1 contract
Samples: Indenture (Global Crossing LTD)
With Consent of Holders of Notes. (a) Except as provided below in Section 9.01 or as otherwise set forth in this Indenture, no modification, amendment or waiver of any provision of this Indenture or any Collateral Document (other than any Account Control Agreement), and no consent to any departure by any Issuer or Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Issuers and the Permitted Noteholders of the affected Series (or signed by the Trustee with the written consent of the Permitted Noteholders of the affected Series); and, with respect to any Collateral Document, subject to the restrictions in the Collateral Agency and Accounts Agreement, provided that no such modification, amendment or supplement shall without the prior written consent of:
(i) each Holder directly and adversely affected thereby, (A) reduce the principal amount of, premium, if any, or interest if any, on, or (B) extend the Stated Maturity or interest payment periods, of the Notes of the affected Series (provided that only the consent of the Permitted Noteholders of the affected Series shall be necessary for a waiver of defaulted interest) or (C) modify such Holder’s ability to vote its obligations pursuant to the Collateral Agency and Accounts Agreement;
(ii) all of the Holders of an affected Series of Notes, (A) amend or modify any provision of this Indenture which provides for the unanimous consent or approval of the Holders to reduce the percentage of principal amount of Notes the Holders required thereunder or (B) release all or substantially all of the Liens granted to the Master Collateral Agent under this Indenture or under any Collateral Document (other than as permitted under this Indenture or by the terms of the Collateral Document or the Junior Lien Intercreditor Agreements);
(iii) all of the Holders, except as permitted under this Indenture, release all or substantially all of the Guarantors;
(iv) the Holders holding no less than 66.67% of the outstanding principal amount of the Notes, (A) release any of the Collateral (other than as permitted under this Indenture, the Collateral Documents or the Intercreditor Agreements), (B) release any Note Guarantees of the Notes by Parent or any SPV Guarantor, (C) amend, modify or waive any provision of Section 4.32 or (D) effect any shortening or subordination of term or reduction in liquidated damages under any IP License;
(v) the Permitted Noteholders of an affected Series of Notes, to make the Notes of such Holder payable in money or securities other than that as stated in the Notes;
(vi) the Permitted Noteholders of an affected Series of Notes, to impair the right of such Holder to institute suit for the enforcement of any payment with respect to the Notes;
(vii) all Holders of an affected Series of Notes, reduce the percentage specified in the definition of “Permitted Noteholders” or otherwise amend this Section 9.02 in a manner that has the effect of changing the number or percentage of Holders that must approve any modification, amendment, waiver or consent; or
(viii) all Holders of an affected Series of Notes, modify any of the foregoing Section 9.02(e)(i) through (vii).
(b) To the extent Holder consent is required, except as otherwise provided in this Section 9.02, the Issuers and the Trustee may amend or supplement this Indenture, the Notes Indenture and the Guarantees any Collateral Document with the consent of the Permitted Noteholders (solely for purposes of this clause (b), meaning Holders of at least a majority in principal amount holding more than 50% of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender exchange offer for, or purchase of, the Notes). .
(c) Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. .
(d) Upon the request of the Issuers accompanied by resolutions of each of their boards of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and Master Collateral Agent, if applicable, of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture or amendment or supplement to Collateral Documents unless such amended or supplemental indenture directly or amendment or supplement to any Collateral Document affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee Trustee, may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. .
(e) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it . It shall be sufficient if such consent approves the substance thereofof the proposed amendment or supplement. A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender.
(f) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail shall send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any The failure of to give such notice to all the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail such noticeHolders, or any defect therein, shall not, however, in any way the notice will not impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount . Furthermore, by its acceptance of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 4.14 hereof);
(3) reduce the rate of or change the time for payment of interest on any Note;
(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration each Holder of the Notes by is deemed to have consented to the terms of the Intercreditor Agreements and the Collateral Documents and to have authorized and directed the Trustee to execute, deliver and perform each of the Intercreditor Agreements and Collateral Documents to which it is a party, binding the Holders of at least a majority in aggregate principal amount to the terms thereof.
(g) Notwithstanding any of the Notes and a waiver foregoing, the Collateral Controlling Party may, in its sole discretion, grant extensions of time for the satisfaction of any of the payment default that resulted from such acceleration, or requirements described in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;
(5Section 4.12(d) make any Note payable in money other than that stated therein;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7) make any change in these amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the NotesSection 4.14.
Appears in 1 contract
Samples: Indenture (American Airlines, Inc.)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers and the Trustee may amend or supplement this Indenture, the Notes and or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Notes or the Notes Note Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notesincluding, if any) voting as a single class (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indentureIndenture. It shall is not be necessary for the consent of the Holders of Notes under this Section 9.02 Indenture to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder of Notesaffected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption or repurchase of such the Notes (other than provisions relating to Section 4.14 3.09, Section 4.10 or Section 4.13 hereof);
(3) reduce the rate of or change the time for payment of interest on any Note;
(4) waive a Default or Event of Default in the payment of principal of of, or interest or premium, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5) make any Note payable in money currency other than that stated thereinin the Notes;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of of, or interest or premium, if any, or interest on the NotesNotes (other than as permitted in clause (7) below);
(7) make waive a redemption or repurchase payment with respect to any change in these amendment and waiver provisionsNote (other than a payment required by Section 3.09, Section 4.10 or Section 4.13 hereof);
(8) impair release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the right terms of any Holder to receive payment of principal of, or 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 such Holder’s Notes;this Indenture; or
(9) make any change to in the ranking amendment, supplement and waiver provisions of clauses (1) through (9) of this Section 9.02. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse Company will deliver to the Holders of Notes affected thereby a notice briefly describing the Notesamendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 1 contract
Samples: Indenture (CVR Energy Inc)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, the or tender offer or exchange offer for Notes), and, subject to Sections Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of continuing Default in the payment of the principal ofinterest on, premium, if any, or interest on the Notesprincipal of, the Note, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes issued hereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section Sections 2.08 hereof and Section 2.09 hereof shall determine which of the Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers accompanied by resolutions of each of their boards of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the The consent of the Holders of Notes under this Section 9.02 is not necessary under this Indenture to approve the particular form of any proposed amendment or waiver, but it shall be amendment. It is sufficient if such consent approves the substance thereofof the proposed amendment. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, shall deliver electronically deliver in accordance with the Depositary’s procedures, or mail to the Holders of the Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture amendment, supplement or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereof);
(3c) reduce the rate of or change the time for payment of interest on any Note;
(4d) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;
(5e) make any Note payable in money other than that stated therein;
(6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7g) make any change in these amendment and waiver provisionsprovisions as it relates to Notes;
(8) h) impair the contractual right of any Holder to receive payment of principal of, or 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 such Holder’s NotesNotes (which, for the avoidance of doubt, shall not prohibit amendments to or waivers from Section 4.14 or Section 4.10 at any time prior to the occurrence of the relevant Change of Control or Asset Sale);
(9i) make any change to or modify the ranking of the Notes that would adversely affect the HoldersHolders in any material respect; or
(10j) except as expressly permitted by this Indenture, modify the terms of the Guarantees of any Significant Party Subsidiary in any manner adverse to the Holders of the Notes.
Appears in 1 contract
Samples: Indenture (Uniti Group Inc.)
With Consent of Holders of Notes. Except as provided below in this Section 9.0210.02, the Issuers Company and the Trustee may amend or supplement this Indenture, Indenture and the Notes and the Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes (including the Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, redemption or purchase of, the or a tender offer or exchange offer for, Notes), and, subject to Sections 6.04 7.04 and 6.07 7.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including the Additional Notes, if any) voting as a single class (including including, without limitation, consents obtained in connection with a tender offer for, redemption or purchase of, or tender offer or exchange offer for, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 Sections 11.04 and 11.05 hereof, the Trustee shall join with the Issuers Company in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture Indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indentureIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 10.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Without Subject to Sections 7.04 and 7.07 hereof, the Holders of a majority in aggregate principal amount of the Notes (including the Additional Notes, if any) then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 10.02 may not (with respect to any Notes held by a non-consenting Holder):
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption of such Notes (other than provisions relating to Section 4.14 hereof)the Notes;
(3c) reduce the rate of or change the time for payment of interest on any Note;
(4d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including the Additional Notes, if any) and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5e) make any Note payable in money other than that stated thereinin the Notes;
(6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or premium, if any, or interest on the Notes;
(7g) waive a redemption payment with respect to any Note;
(h) make any change in these Section 7.04 or 7.07 hereof or in the foregoing amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notes.
Appears in 1 contract
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Issuers, Holdings (with respect to the Holdings Guarantee or this Indenture), any Note Guarantor (with respect to its Note Guarantee or this Indenture) and the Trustee may amend or supplement this Indenture, any Note Guarantee, the Holdings Guarantee and the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 6.02 and 6.07 hereof6.04, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Note Guarantees, the Holdings Guarantee or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a the purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Section Sections 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02, the Trustee shall join with the Issuers Issuer, the Note Guarantors and Holdings in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, shall mail or electronically deliver in accordance with the Depositary’s procedures, or mail transmit to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, to mail or electronically deliver in accordance with the Depositary’s procedures, or mail transmit such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. 509335-1996-14206-13941291 Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity Stated Maturity of any such Note, reduce the premium payable upon redemption or repurchase of any Note or alter or waive change the provisions with respect to the redemption of such Notes time at which any Note may be redeemed under Section 3.07 (other than provisions the notice periods relating to Section 4.14 hereofan optional redemption of the Notes, so long as such notice periods comply with DTC’s procedures);
(3) reduce the rate of or change the time for payment of interest on any Note;
(4) waive a Default in the payment of principal of or of, premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Note Guarantee which that cannot be amended or modified without the consent of all Holders;
(5) make any Note payable in money other than that stated therein;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or of, premium, if any, or interest on the Notes;
(7) make any change in these amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, premium, if any, or 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 such Holder’s Notes;
(9) make expressly subordinate the Notes or any change Note Guarantees to the ranking any other Indebtedness of the Notes that would adversely affect the HoldersIssuers or any Note Guarantor; or
(10) except as expressly permitted by this Indenture, modify the Note Guarantees of any Significant Party Subsidiary or the Note Guarantees or any group of Restricted Subsidiaries that, taken together as of the date of the amendment or waiver, would constitute a Significant Subsidiary in any manner adverse to the Holders of the Notes.
Appears in 1 contract
Samples: Indenture (Realogy Holdings Corp.)
With Consent of Holders of Notes. Section 902 of the Original Indenture is hereby amended to read in its entirety as follows with respect to the Notes: “Except as provided above in Section 901 and below in this Section 9.02902, the Issuers Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and or the Subsidiary Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 508 and 6.07 513 hereof, any existing Default or Event of Default (other than a Default or Event of Default in with respect to the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) Notes or compliance with any provision of this Indenture, the Guarantees Notes or the Notes Subsidiary Guarantees may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer for, or purchase of, the tender offer or exchange offer for Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents Opinion of Counsel described in Section 7.02 903 hereof, the Trustee shall join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 902 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Sections 508 and 513 hereof and to the last paragraph of this Section 902, the Holders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption or repurchase of such the Notes (other than provisions relating to Section 4.14 hereofexcept as provided in Sections 3.04, 4.10 and 4.15 of the First Supplemental Indenture);
(3c) reduce the rate of or change the time for payment of interest on any Note;
(4d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5e) make any Note payable in money other than that stated thereinin the Notes;
(6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal of or premium, if any, or interest on the Notes (except as permitted in clause (g) below) or settlements due upon conversion of the Notes;
(7g) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Sections 3.04, 4.10 and 4.15 of the First Supplemental Indenture);
(h) release any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture;
(i) reduce the consideration due upon conversion or otherwise adversely affect the right of Holders to convert Notes in accordance with Article 11 of the First Supplemental Indenture or modify the Mandatory Conversion provisions of the First Supplemental Indenture in a manner adverse to Holders; or
(j) make any change in these amendment the preceding amendment, supplement and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notes.”
Appears in 1 contract
Samples: First Supplemental Indenture (Whiting Petroleum Corp)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Company and the Trustee may amend or supplement this IndentureIndenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof), the Notes Note Guarantees, the Security Documents and the Guarantees Notes with the consent of the Holders of at least a majority in principal amount of the Notes (including including, without limitation, Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premiumpremium or Liquidated Damages, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Note Guarantees, the Security Documents or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indentureIndenture. It shall is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company and the Guarantors with any provision of this Indenture, the Notes, the Security Documents or the Note Guarantees. However, without the consent of each affected Holder of Notesaffected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption of such the Notes (other than except for provisions relating to Section 4.14 Sections 3.09, 4.10 and 4.15 hereof);
(3) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note;
(4) waive a Default or Event of Default in the payment of principal of or premiumpremium or Liquidated Damages, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5) make any Note payable in money other than that stated thereinin the Notes;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of of, or premiuminterest or premium or Liquidated Damages, if any, or interest on the Notes;
(7) make waive a redemption payment with respect to any change in these amendment and waiver provisionsNote (other than a payment required by Sections 3.09, 4.10 or 4.15 hereof);
(8) impair release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the right terms of any Holder to receive payment of principal of, or 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 such Holder’s Notes;this Indenture; or
(9) make any change to in the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party amendment and waiver provisions set forth in any manner adverse to the Holders of the NotesSections 9.01 and 9.02 hereof.
Appears in 1 contract
Samples: Indenture (Jordan Industries Inc)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers and the Trustee may amend or supplement this IndentureIndenture (including Section 3.09, 4.10 and 4.14 hereof) and the Notes and the Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes of any Series (including Additional additional Notes, if any, of such series) then outstanding voting as a single class (including, without limitation, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount, or principal amount at Maturity, as applicable, of the then outstanding Notes of such Series (including Additional additional Notes, if any, of such series) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers accompanied by resolutions of each of their boards of directors a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount, or principal amount at Maturity, as applicable, of the Notes (including additional Notes, if any, of such series) then outstanding voting as a single class may waive compliance in a particular instance by the Issuers with any provision of this Indenture or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce change the Stated Maturity of the principal amount of, or any installment of such Notes whose Holders must consent to an amendmentinterest on, supplement or waiverany Note;
(2) reduce the principal amount or the rate of interest or change the fixed final maturity of any such Note or alter or waive the provisions with respect to premium, if any, payable upon the redemption of such Notes (other than provisions relating to Section 4.14 hereof)any Note;
(3) reduce the rate accreted amount of an Original Issue Discount Note that would be due and payable upon a declaration of acceleration of the Maturity of the Notes under the Indentures or change the time for payment of interest on any Noteamount due at Maturity;
(4) waive a Default adversely affect, after the event giving rise to any right of repayment occurs, any right of repayment at the option of any Holder of any Note, or change any place of payment described in the payment of principal of Indentures where any Note or any premium, if any, or the interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holdersthereon is payable;
(5) make any Note payable in money other than that stated therein;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7) make any change in these amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 after the Stated Maturity of the Notes, or, in the case of repayment at the option of the holder, on or after the repayment date;
(6) adversely affect any right to convert or exchange any Notes as may be provided under the Indentures; or
(7) reduce the percentage in principal amount of the outstanding Notes of any series, the consent of whose holders is required for any such supplemental indenture, for any waiver of compliance with provisions of the Indentures or defaults thereunder and their consequences provided for in the Indentures. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Notes, or which modifies the rights of the Holders of Notes of such series with respect to such Holder’s Notes;
(9) make any change covenant or other provision, shall be deemed not to affect the ranking rights under this Indenture of the Holders of Notes that would adversely affect of any other series. Any such supplemental indenture adding any provisions to or changing in any manner or eliminating any of the Holders; or
(10) except as expressly permitted by provisions of this Indenture, modify the Guarantees of any Significant Party or modifying in any manner adverse to the rights of the Holders of Notes of such series, shall not affect the Notesrights under this Indenture of the Holders of Notes of any other series. It shall not be necessary for any act of Holders under this Section 902 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.
Appears in 1 contract
Samples: Senior Indenture (Metricom Inc / De)
With Consent of Holders of Notes. (a) Except as provided below in this Section 9.02, the Issuers Issuer, the Notes Guarantors, the Trustee and the Trustee Second Lien Notes Collateral Agent may amend or supplement this Indenturethe Notes Documents, the Notes Security Documents and the Guarantees Intercreditor Agreements with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional NotesControlling Party, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, the or tender offer or exchange offer for Notes), and, and subject to Sections Section 6.04 and 6.07 hereofSection 6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenturethe Notes Documents, the Guarantees or Security Documents and the Notes Intercreditor Agreements may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class Controlling Party (including consents obtained in connection with a purchase of or tender offer for, or purchase of, exchange offer for the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the this purposes of this Section 9.02. .
(b) If the Issuer or the Notes Guarantors amend, modify, waive or supplement any of the Notes Documents, the Security Documents and the Intercreditor Agreements as provided in Section 9.02(a), the Issuer or the Notes Guarantors, as applicable, shall offer to each other Holder holding the Notes as of the date of such amendment, modification, waiver or supplement (i) the opportunity to consent to the same amendment, modification, waiver or supplement consented to by the Controlling Party and (ii) an opportunity to participate in any related exchange or similar transaction, and receive a consent fee (if any) upon substantially similar terms and in the same amount as offered to any other Holder.
(c) Upon the request of the Issuers accompanied by resolutions of each of their boards of directors authorizing the execution of any such amended or supplemental indentureIssuer, and upon the filing with the Trustee and Second Lien Notes Collateral Agent, as applicable, of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and Second Lien Notes Collateral Agent of the documents described in Section 7.02 hereof9.06 and Section 13.03, the Trustee shall and Second Lien Notes Collateral Agent, if applicable, will join with the Issuers Issuer and the Notes Guarantors, if applicable, in the execution of such any amended or supplemental indenture or amendment or supplement to the Notes Documents, Intercreditor Agreements or any Security Documents unless such amended or supplemental indenture directly or amendment or supplement to the Notes Documents, Intercreditor Agreements or any Security Documents affects the Trustee’s or Second Lien Notes Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and Second Lien Notes Collateral Agent, if applicable, may in its their reasonable discretion, but shall will not be obligated to, enter into such amended or supplemental indentureindenture or amendment or supplement to the Notes Documents, Intercreditor Agreements or any Security Documents. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail Issuer shall send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each directly and adversely affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 4.14 hereof3.09 to the extent that any such amendment or waiver does not have the effect of reducing the principal of or changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the redemption of such Notes) (it being understood that a waiver of any Default or Event of Default shall not constitute an extension of the fixed final maturity date);
(3) reduce the rate of or change the time for payment of interest on any Note; provided that this clause (3) shall not prevent the implementation of any successor rate to Adjusted LIBOR Rate as set forth in Exhibit A hereto;
(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes Controlling Party and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Notes Guarantee which cannot be amended or modified without the consent of all Holders;
(5) make any Note payable in money other than that stated therein;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7) make any change in these amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to or modify the ranking of the Notes that would adversely affect the Holders; or;
(10) except as expressly permitted by this Indenture, modify the Notes Guarantees of Holdings or any Significant Party Material Subsidiary in any manner materially adverse to the Holders of the NotesNotes or release Holdings or any Notes Guarantor that is a Material Subsidiary from its obligations under its Notes Guarantee or this Indenture;
(11) release all or substantially all of the Collateral in any transaction or series of related transactions (other than in accordance with the express terms of this Indenture); or
(12) make any change to the provisions in Section 3.02 and 3.09(g)(viii) relating to redemption of the Notes on a Pro Rata Basis or Section 6.13 relating to priorities.
Appears in 1 contract
Samples: Indenture (Sotera Health Co)
With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Issuers and the Trustee may amend this Indenture or supplement this Indenture, the Notes and the Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 6.4 and 6.07 6.7 and the last sentence of Section 6.1 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer for, or purchase of, the exchange offer for Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 7.2 hereof, the Trustee shall join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture unless Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenture directly Indenture that adversely affects the Trustee’s its own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Without Subject to Sections 6.4 and 6.7 hereof, the Holders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company or the Guarantors with any provision of this Indenture or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 4.14 hereof)the Notes;
(3c) reduce the rate of or change the time for payment of interest on any Note;
(4d) waive a Default or Event of Default in the payment of principal of or of, premium, if any, or interest on on, the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5e) make any Note payable in money other than that stated thereinin the Notes;
(6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or of, premium, if any, or interest on on, the Notes;
(7g) waive a redemption payment with respect to any Note;
(h) release any Guarantor from any of its obligations under this Indenture, except in accordance with the terms of this Indenture; or
(i) make any change in these the foregoing amendment and waiver provisions;
(8) impair the right of . In addition, any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change amendment to the ranking provisions of Article 10 of this Indenture requires the consent of the Holders of at least 66-2/3% in aggregate principal amount of the Notes that then outstanding if such amendment would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees rights of any Significant Party in any manner adverse to the Holders of the Notes.
Appears in 1 contract
Samples: Indenture (Cinemark Usa Inc /Tx)
With Consent of Holders of Notes. (a) Except as otherwise provided below in Section 9.01 or this Section 9.02, the Issuers Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notesincluding, if any) voting as a single class (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase ofNotes).
(b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Notes). Section 2.08 hereof Holders on such record date, or its duly designated proxies, and Section 2.09 hereof only such Persons, shall determine be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which Notes are considered to is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be “outstanding” for the purposes cancelled and of this Section 9.02. no further effect.
(c) Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended amendment or supplemental indenturesupplement to this Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 7.02(b) hereof, the Trustee shall join with the Issuers Company in the execution of such amended amendment or supplemental indenture supplement unless such amended amendment or supplemental indenture supplement directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 4.14 hereof);
(3) reduce the rate of or change the time for payment of interest on any Note;
(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;
(5) make any Note payable in money other than that stated therein;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7) make any change in these amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notessupplement.
Appears in 1 contract
Samples: Indenture (Texas Industries Inc)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer for, or purchase of, exchange offer for the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indentureIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company or any Guarantor with any provision of this Indenture, the Note or the Subsidiary Guarantees. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption of such the Notes (other than provisions relating in a manner adverse to Section 4.14 hereof)the Holders of the Notes;
(3c) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note;
(4d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5e) make any Note payable in money other than that stated thereinin the Notes;
(6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or premium, if any, or interest on the Notes;
(7g) make waive a redemption payment with respect to any change in these amendment and waiver provisionsNote (other than a payment required by Section 4.10 or Section 4.14 hereof);
(8) impair the right of h) except pursuant to Article 4, Article 8 and Article 11 hereof, release any Holder to receive payment of principal ofGuarantor from its obligations under its Subsidiary Guarantee, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of change any payment on or with respect to such Holder’s Notes;
(9) make Subsidiary Guarantee in any change to the ranking of the Notes manner that would materially adversely affect the Holders; or
(10i) except as expressly permitted by this Indenture, modify make any change in Section 6.04 or 6.07 hereof or in the Guarantees of any Significant Party in any manner adverse to the Holders of the Notesforegoing amendment and waiver provisions.
Appears in 1 contract
Samples: Indenture (Iron Mountain Inc /De)
With Consent of Holders of Notes. Section 902 of the Original Indenture is hereby amended to read in its entirety as follows with respect to the Notes: “Except as provided above in Section 901 and below in this Section 9.02902, the Issuers Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and or the Subsidiary Guarantees with the consent of the Holders of at least a majority in principal amount aggregate Reduced Principal Amount of the Notes then outstanding (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 508 and 6.07 513 hereof, any existing Default or Event of Default (other than a Default or Event of Default in with respect to the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) Notes or compliance with any provision of this Indenture, the Guarantees Notes or the Notes Subsidiary Guarantees may be waived with the consent of the Holders of at least a majority in principal amount aggregate Reduced Principal Amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer for, or purchase of, the tender offer or exchange offer for Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents Opinion of Counsel described in Section 7.02 903 hereof, the Trustee shall join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 902 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Sections 508 and 513 hereof and to the last paragraph of this Section 902, the Holders of a majority in Reduced Principal Amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1a) reduce the principal amount Reduced Principal Amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount Reduced Principal Amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption or repurchase of such the Notes (other than provisions relating to Section 4.14 hereofexcept as provided in Sections 3.04, 4.10 and 4.15 of the Fifth Supplemental Indenture);
(3c) reduce the rate of or change the time for payment of interest on any Note;
(4d) waive a Default or Event of Default in the payment of principal Reduced Principal Amount of or premium, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount Reduced Principal Amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5e) make any Note payable in money other than that stated thereinin the Notes;
(6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal Reduced Principal Amount of or premium, if any, or interest on the Notes (except as permitted in clause (g) below) or settlements due upon conversion of the Notes;
(7g) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Sections 3.04, 4.10 and 4.15 of the Fifth Supplemental Indenture);
(h) release any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture;
(i) reduce the consideration due upon conversion or otherwise adversely affect the right of Holders to convert Notes in accordance with Article 11 of the Fifth Supplemental Indenture or modify the Reduction provisions or the Mandatory Conversion provisions of the Fifth Supplemental Indenture in a manner adverse to Holders; or
(j) make any change in these amendment the preceding amendment, supplement and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notes.”
Appears in 1 contract
Samples: Fifth Supplemental Indenture (Whiting Petroleum Corp)
With Consent of Holders of Notes. (a) Except as provided below in this Section 9.02, the Issuers and the Trustee Indenture Documents may amend be amended or supplement this Indenture, the Notes and the Guarantees supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) affected thereby then outstanding voting as (including, without limitation, consents obtained in connection with a single class purchase of, or tender offer or exchange offer for, Notes), and any existing Default or Event of Default or compliance with any provision of the Indenture Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. .
(b) Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section Sections 7.02 and 9.06 hereof, the Trustee shall will join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. .
(c) It shall is not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereof. .
(d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of the Indenture Documents. However, without the consent of each Holder affected Holder of Notesthereby, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption of such the Notes (other than provisions relating except with respect to Section 4.14 Sections 3.09, 4.10 and 4.15 hereof);
(3) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note;
(4) waive a Default or Event of Default in the payment of principal of of, or premiumpremium or Additional Interest, if any, or interest on on, the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5) make any Note payable in money currency other than that stated thereinin the Notes;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of of, or premiuminterest or premium or Additional Interest, if any, or interest on on, the Notes;
(7) make waive a redemption payment with respect to any change in these amendment and waiver provisionsNote (other than a payment required by Sections 3.09, 4.10 or 4.15 hereof);
(8) impair release any Guarantor from any of its obligations under its Guarantee or this Indenture, except in accordance with the right terms of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after this Indenture and the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;Intercreditor Agreement; or
(9) make any change to in the ranking preceding amendment, supplement and waiver provisions.
(e) Without the consent of the holders of at least a majority in aggregate principal amount of the Notes that would adversely affect then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), an amendment, supplement or waiver may not release all or substantially all of the Holders; or
(10) except as expressly permitted by this Indenture, modify Collateral from the Guarantees of any Significant Party in any manner adverse Liens created pursuant to the Holders of Collateral Agreements, except in accordance with the NotesIndenture and the Collateral Agreements.
Appears in 1 contract
Samples: Indenture (Windstar Energy, LLC)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Issuer, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes and Notes, the Guarantees of the Notes, the Intercreditor Agreement, the Priority Deed, the Subordinated Intercompany Note Proceeds Loan, the Note Security Documents and Registration Rights Agreement with the consent of the Holders of at least a majority in principal amount at maturity of the Notes (including including, without limitation, Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal Accreted Value of, premiumpremium or Additional Amounts, if any, and Additional Interest, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes, the Guarantees or of the Notes Notes, the Intercreditor Agreement, the Priority Deed, the Subordinated Intercompany Note Proceeds Loan, the Note Security Documents and the Registration Rights Agreement may be waived with the consent of the Holders of a majority in principal amount at maturity of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Issuer accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 7.03 hereof, the Trustee shall will join with the Issuers Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indentureIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Issuer will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Issuer to mail such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount at maturity of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Issuer with any provision of this Indenture, the Notes, the Guarantees, the Intercreditor Agreement, the Priority Deed, the Subordinated Intercompany Note Proceeds Loan, the Note Security Documents and Registration Rights Agreement. However, without the consent of each affected Holder of Notesaffected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount at maturity of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the Accreted Value or principal amount at maturity of or change the fixed final maturity Stated Maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 4.14 hereof)the Notes;
(3) reduce the rate of or change the time for Stated Maturity of any payment of interest interest, accretion of original issue discount or Additional Interest on any Note;
(4) waive a Default or Event of Default in the payment of principal of or Accreted Value, principal, premium, interest, Additional Amounts, if any, or interest and Additional Interest, if any, on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5) make any Note payable in money other than that stated thereinin the Notes;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or of, premium, if anyinterest, Additional Interest or interest Additional Amounts on the Notes;
(7) make waive a redemption payment with respect to any change in these amendment and waiver provisionsNote;
(8) impair change the right ranking of any Holder the Notes, the Guarantees of the Notes or the security created pursuant to receive payment of principal of, or 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 such Holder’s NotesNote Security Documents;
(9) make any change in the foregoing amendment and waiver provisions. In addition, any amendment to, or waiver of, the provisions of this Indenture, the Notes, the Guarantees of the Notes, the Subordinated Intercompany Note Proceeds Loan, the Intercreditor Agreement, the Priority Deed or the Note Security Documents relating to the ranking release of any Guarantor from any Obligation under its Guarantee of the Notes that would adversely affect the Holders; or
or this Indenture (10) except as expressly permitted by in accordance with this Indenture, modify ) or of the security for the Notes and the Guarantees of any Significant Party the Notes (except in any manner adverse to accordance with this Indenture), in either case, that adversely affects the rights of the Holders of the NotesNotes will require the consent of the Holders of at least 90% in aggregate principal amount of Notes then outstanding.
Appears in 1 contract
Samples: Indenture (Inmarsat Holdings LTD)
With Consent of Holders of Notes. Section 902 of the Original Indenture is hereby amended to read as follows with respect to the Notes: "Except as provided above in Section 901 and below in this Section 9.02902, the Issuers Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture and the Notes and the Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 508 and 6.07 513 hereof, any existing Default or Event of Default (other than a Default or Event of Default in with respect to the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) Notes or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer for, or purchase of, the tender offer or exchange offer for Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. "Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents Opinion of Counsel described in Section 7.02 903 hereof, the Trustee shall join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. "It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 902 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. "After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Without Subject to Sections 508 and 513 hereof and to the last paragraph of this Section 902, the Holders of a majority in principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption or repurchase of such the Notes (other than provisions relating to Section 4.14 hereofexcept as provided in Sections 3.04, 4.10 and 4.15 of the First Supplemental Indenture);
(3c) reduce the rate of or change the time for payment of interest on any Note;
(4d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5e) make any Note payable in money other than that stated thereinin the Notes;
(6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or Events of Default or the rights of Holders of Notes to receive payments of principal of or premium, if any, or interest on the NotesNotes (except as permitted in clause (g) below);
(7g) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Sections 3.04, 4.10 and 4.15 of the First Supplemental Indenture);
(h) release any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture; or
(i) make any change in these amendment the preceding amendment, supplement and waiver provisions;
(8) impair the right of . "In addition, any Holder to receive payment of principal amendment or supplement to, or waiver of, or interest on such Holder’s Notes on or after the due dates therefor or provisions of this Indenture relating to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(9) make any change to the ranking subordination of the Notes or the Subsidiary Guarantees to Senior Debt that would adversely affect affects the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees rights of any Significant Party in any manner adverse to the Holders of the NotesNotes shall require the consent of the Holders of at least 75% in principal amount of Notes then outstanding."
Appears in 1 contract
Samples: First Supplemental Indenture (Whiting Petroleum Corp)
With Consent of Holders of Notes. (a) Except as provided below in this Section 9.02, the Issuers and the Trustee Indenture Documents may amend be amended or supplement this Indenture, the Notes and the Guarantees supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) affected thereby then outstanding voting as (including, without limitation, consents obtained in connection with a single class purchase of, or tender offer or exchange offer for, Notes), and any existing Default or Event of Default or compliance with any provision of the Indenture Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. .
(b) Upon the request of the Issuers accompanied by resolutions of each a resolution of their boards Boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section Sections 7.02 and 9.06 hereof, the Trustee shall will join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture herein or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. .
(c) It shall is not be necessary for the consent of the Holders of the Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereof. .
(d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or to mail such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Issuers with any provision of the Indenture Documents. However, without the consent of each Holder affected Holder of Notesthereby, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption of such the Notes (other than provisions relating except with respect to Section 4.14 Sections 3.09, 4.06, 4.10 and 4.15 hereof);
(3) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note;
(4) waive a Default or Event of Default in the payment of principal of of, or premiumpremium or Additional Interest, if any, or interest on on, the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5) make any Note payable in money currency other than that stated thereinin the Notes;
(6) make any change in the provisions of this Indenture herein relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or premium, if any, or interest on the Notes;
(7) make any change in these amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s or premium or Additional Interest, if any, on, the Notes on or after the due dates therefor or to institute suit for the enforcement of any (other than as permitted by clause (7) below);
(7) waive a redemption payment on or with respect to such Holder’s Notesany Note (other than a payment required by Section 3.09, 4.06, 4.10 or 4.15 hereof);
(8) release any Guarantor from any of its obligations under its Guarantee or this Indenture, except in accordance with the terms hereof and the Intercreditor Agreement; or
(9) make any change to in the ranking preceding amendment, supplement and waiver provisions.
(e) Without the consent of the Holders of at least 70% in aggregate principal amount of the Notes that would adversely affect then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), an amendment, supplement or waiver may not (i) release all or a material portion of the Holders; or
(10) except as expressly permitted by this Indenture, modify Collateral from the Guarantees of any Significant Party in any manner adverse Liens created pursuant to the Holders of Collateral Agreements or (ii) subordinate any Liens created pursuant to the NotesCollateral Agreements, except, in each case, in accordance with the Indenture and the Collateral Agreements.
Appears in 1 contract
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Issuer and the Trustee may amend or supplement this Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, premium or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which the Notes that are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Issuer accompanied by resolutions of each of their boards its board of directors authorizing the execution of any such amended or supplemental indentureindenture or waiver, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.05, the Trustee shall join with the Issuers Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Issuer shall mail to the Holders of the Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 4.14 hereof4.09 to the extent that any such amendment or waiver does not have the effect of reducing the principal of or changing the fixed final maturity of any such Note or altering or waiving the provisions with respect to the redemption of such Notes);,
(3) reduce the rate of or change the time for payment of interest on any Note;
(4) waive a Default or Event of Default in the payment of principal of or of, premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes then outstanding and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders;
(5) make any Note payable in money other than that stated therein;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7) make any change in these amendment and waiver provisionsprovisions (except pursuant to Section 9.01, which relates to amendments permitted without the consent of any Holders);
(8) impair amend the contractual right of any Holder to receive payment of principal of, Holders expressly set forth in this Indenture or interest on such Holder’s the Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s NotesNotes on or after the due dates therefor;
(9) make any change subordinate the Notes to the ranking other Indebtedness of the Notes Issuer or any Guarantor in a manner that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of Holdings, BKFS Holdings or any Significant Party Subsidiary in any manner adverse in any material respect to the Holders of the Notes.
Appears in 1 contract
Samples: Indenture (Black Knight, Inc.)
With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Issuers Company and the Trustee may amend or supplement this Indenture, the Subsidiary Guarantees or the Notes and the Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), ) and, subject to Sections 6.04 6.4 and 6.07 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer for, or purchase of, the tender offer or exchange offer for Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.6 hereof, the Trustee shall join with the Issuers Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indentureIndenture. Subject to Sections 6.4 and 6.7 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company and the Subsidiary Guarantors with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder):
(i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(ii) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (except as provided below with respect to Sections 3.9, 4.10 and 4.15 hereof);
(iii) reduce the rate of or change the time for payment of interest, including default interest, on any Note;
(iv) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(v) make any Note payable in money other than that stated in the Notes;
(vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or premium, if any, or interest on the Notes;
(vii) waive a redemption payment with respect to any Note (other than a payment required by Sections 4.10 or 4.15 hereof);
(viii) alter the ranking of the Notes relative to other Indebtedness of the Company; or
(ix) make any change in the foregoing amendment and waiver provisions. In addition, without the consent of Holders of not less than 66-2/3% in aggregate principal amount of the Notes then outstanding, no such amendment, supplement or waiver may amend, change or modify the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate an Asset Sale Offer with respect to any Asset Sale or modify any of the provisions or definitions with respect thereto. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 9.2 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 4.14 hereof);
(3) reduce the rate of or change the time for payment of interest on any Note;
(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;
(5) make any Note payable in money other than that stated therein;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7) make any change in these amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notes.
Appears in 1 contract
With Consent of Holders of Notes. (a) Except as provided below in this Section 9.029.02(e), the Issuers Company, the Guarantors, if any, and the Trustee may amend or supplement this Indenture, Indenture or the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase ofNotes).
(b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Notes). Section 2.08 hereof Holders on such record date, or its duly designated proxies, and Section 2.09 hereof only such Persons, shall determine be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which Notes are considered to is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be “outstanding” for the purposes cancelled and of this Section 9.02. no further effect.
(c) Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. .
(d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. .
(e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) may waive compliance in a particular instance by the Company with any provision of this Indenture, or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1i) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2ii) reduce the principal amount of or change the fixed final maturity of any such Note or alter change the optional redemption dates or waive the provisions with respect to the optional redemption prices from those provided in Section 3.07 of such Notes (other than provisions relating to Section 4.14 hereof)this Indenture;
(3iii) reduce the rate of or change the time for payment of interest on any Note;
(4iv) waive a Default or Event of Default in the payment of principal of of, or interest or premium, or Liquidated Damages, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5v) make any Note payable in money other than that stated thereinU.S. dollars;
(6vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of of, or premiuminterest or premium or Liquidated Damages, if any, or interest on the Notes;
(7vii) make waive a redemption payment with respect to any change in these amendment and waiver provisionsNote;
(8) viii) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;
(ix) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notesthe Notes or the Note Guarantees;
(9x) amend, change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.10 hereof after the obligation to make an Asset Sale Offer has arisen or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.14 hereof after a Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto;
(xi) make any change to in the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notespreceding amendment and waiver provisions.
Appears in 1 contract
Samples: Indenture (Geo Group Inc)
With Consent of Holders of Notes. Except as provided below in this Section 9.02The Company, the Issuers Trustee and the Trustee Collateral Agent may amend or supplement this Indenture, the Notes and Notes, the Guarantees Collateral Documents, the Equal Priority Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement, or enter into any additional or supplemental Collateral Documents with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class affected thereby (including consents obtained in connection with a tender offer foror exchange offer for the Notes), for the purpose of adding any provisions to or purchase ofchanging in any manner or eliminating any of the provisions of this Indenture, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for , the purposes Collateral Documents, the Equal Priority Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement, or of this Section 9.02. Upon modifying in any manner the request of the Issuers accompanied by resolutions of each of their boards of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent rights of the Holders of Notes; provided that without the consent of at least two-thirds in aggregate principal amount of Notes then outstanding, an amendment, modification or waiver may not effect a release of all or substantially all of the Collateral from the Liens securing the Notes, except in accordance with the terms of this Indenture, the Collateral Documents, the Equal Priority Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement, as aforesaidapplicable. Except as otherwise provided herein, and upon receipt the Holders of at least a majority in aggregate principal amount of the outstanding Notes affected thereby, by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes) may waive compliance by the Trustee Company with any provision of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indentureNotes. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture, amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. Upon the request of the Company accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, or amendment or supplement to the Collateral Documents, the Equal Priority Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement, and upon the filing with the Trustee and the Collateral Agent of evidence satisfactory to the Trustee and the Collateral Agent of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and the Collateral Agent of the documents described in Section 7.02 hereof, the Trustee and the Collateral Agent will join with the Company in the execution of such amended or supplemental indenture, or amendment or supplement to the Collateral Documents, the Equal Priority Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement, unless such amended or supplemental indenture or amendment or supplement to the Collateral Documents, the Equal Priority Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement directly affects the Trustee’s or the Collateral Agent’s own rights, duties or immunities under this Indenture, the Collateral Documents, the Equal Priority Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement or otherwise, in which case the Trustee or the Collateral Agent may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture or such or amendment or supplement to the Collateral Documents, the Equal Priority Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement. After an amendment, supplement a supplemental indenture or waiver or amendment or supplement to the Collateral Documents, the Equal Priority Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement under this Section 9.02 section becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendmentsupplemental indenture or waiver or such or amendment or supplement to the Collateral Documents, supplement the Equal Priority Intercreditor Agreement or waiverthe First Lien/Second Lien Intercreditor Agreement. Any failure of by the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder):Holder affected thereby:
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendmentamount, supplement or waiver;
(2) reduce the principal amount of any premium or change the fixed final maturity Stated Maturity of any such Note the Notes or alter or waive any of the provisions with respect to the redemption or repurchase of such Notes (other than provisions relating to Section 4.14 hereof);
(3) reduce the rate of or change the time for payment of interest on any Note;
(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;
(5) make any Note payable in money other than that stated therein;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7b) make change the place of payment or currency in which principal, any change in these amendment and waiver provisionspremium or interest is paid;
(8) c) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s the Notes;
(9d) reduce the interest rate or extend the time for payment of interest on the Notes; or
(e) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the NotesArticle IX.
Appears in 1 contract
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Company, the Guarantors and the Trustee may amend or supplement this Indenture, Indenture or the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer for, or purchase of, exchange offer for the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee shall join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indentureIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption of such Notes (other than provisions relating to Section 4.14 hereof)the Notes;
(3c) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note;
(4d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5e) make any Note payable in money other than that stated thereinin the Notes;
(6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or premium, if any, or interest on the Notes;
(7g) make waive a redemption payment with respect to any change in these amendment and waiver provisionsNote;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9h) make any change to the ranking subordination provisions of the Notes Article 10 or Article 11 hereof that adversely affects Holders;
(i) except pursuant to Article 8 and Article 10 hereof, release any Guarantor from its obligations under its Note Guarantee, or change any Note Guarantee in any manner that would adversely affect the Holders; or
(10j) except as expressly permitted by this Indenture, modify make any change in Section 6.04 or 6.07 hereof or in the Guarantees of any Significant Party in any manner adverse to the Holders of the Notesforegoing amendment and waiver provisions.
Appears in 1 contract
Samples: Indenture (Cpi Holding Corp)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers this Indenture (including Sections 4.10 and the Trustee may amend or supplement this Indenture4.15 hereof), the Notes and the Subsidiary Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, exchange offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer for, or purchase of, exchange offer for the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company and the Guarantors accompanied by resolutions of each a resolution of their boards respective Boards of directors Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indentureIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Trustee and the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, notice or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Subsidiary Guarantees. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption or repurchase of such the Notes (other than provisions relating with respect to Section 4.14 Sections 4.10 and 4.15 hereof);
(3c) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note;
(4d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5e) make any Note payable in money other than that stated thereinin the Notes;
(6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or of, premium, if any, or interest on the Notes;
(7g) waive a redemption payment with respect to any Note (other than a payment required by Section 4.10 or 4.15 hereof);
(h) release any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture; or
(i) make any change in these Section 6.04 or 6.07 hereof or in the foregoing amendment and waiver provisions;
(8) impair the right of . In addition, any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change amendment to the ranking provisions of Article X of this Indenture or the related definitions will require the consent of the Holders of at least 75% in aggregate principal amount of the Notes that then outstanding if such amendment would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify rights of Holders of Notes. Upon the Guarantees execution of any Significant Party supplemental indenture under this Article IX, this Indenture shall be modified in any manner adverse to the Holders accordance therewith, and such supplemental indenture shall form a part of the Notesthis Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.
Appears in 1 contract
Samples: Indenture (Inex Corp)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers Company and the Trustee may amend or supplement this IndentureIndenture (including, without limitation, Section 3.09, 4.10 and 4.15 hereof), the Notes and Notes, the Guarantees Note Guarantees, the Collateral Documents (including, with the consent of the required lenders under the Credit Facilities, the Intercreditor Agreement) with the consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Notes or the Notes Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notesincluding, if any) voting as a single class (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall will join with the Issuers Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indentureIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company will mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture, the Notes or the Note Guarantees. However, without the consent of each affected Holder of Notesaffected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such the Notes (other than provisions relating except as provided above with respect to Section 4.14 Sections 3.09, 4.10 and 4.15 hereof);
(3) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note;
(4) waive a Default or Event of Default in the payment of principal of of, or premiuminterest or premium or Additional Interest, if any, or interest on on, the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5) make any Note payable in money other than that stated thereinin the Notes;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of of, or premiuminterest or premium or Additional Interest, if any, or interest on on, the Notes;
(7) make waive a redemption payment with respect to any change in these amendment and waiver provisionsNote (other than a payment required by Sections 3.09, 4.10 or 4.15 hereof);
(8) impair release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the right terms of any Holder to receive payment of principal of, or 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 such Holder’s Notes;this Indenture; or
(9) make any change to in the ranking preceding amendment and waiver provisions. Notwithstanding the foregoing, any amendment to, or waiver of, the provisions of this Indenture or any Collateral Document that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes will require the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notesthen outstanding.
Appears in 1 contract
Samples: Indenture (TB Wood's INC)
With Consent of Holders of Notes. (a) Except as otherwise provided below in this Section 9.02, the Issuers Company, any Guarantors and the Trustee may amend or supplement this Indenture, the Notes and or the Notes Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof6.07, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes or the Notes Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase ofNotes).
(b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Notes). Section 2.08 hereof Holders on such record date, or its duly designated proxies, and Section 2.09 hereof only such Persons, shall determine be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which Notes are considered to is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be “outstanding” for the purposes cancelled and of this Section 9.02. no further effect.
(c) Upon the request of the Issuers accompanied by resolutions of each of their boards of directors Company authorizing the execution of any such amended amendment or supplemental indenturesupplement to this Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02(b), the Trustee shall join with the Issuers Company in the execution of such amended amendment or supplemental indenture supplement unless such amended amendment or supplemental indenture supplement directly affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended amendment or supplemental indenture. supplement.
(d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. .
(e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture amendment, supplement or waiver. Without Subject to Sections 6.04 and 6.07, the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) may waive compliance in a particular instance by the Company with any provision of this Indenture, or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1i) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2ii) reduce the principal amount of or change the fixed final maturity of any such Note the Notes or alter the provisions, or waive the provisions any payment, with respect to the redemption of the Notes to the extent such alteration or waiver reduces the principal amount or premium payable upon redemption of the Notes (other than provisions relating to Section 4.14 hereof)or changes the date on which the Notes may be redeemed;
(3iii) reduce the rate of or change the time for payment of interest on any Notethe Notes;
(4iv) waive a Default or Event of Default in the payment of principal of of, or interest, or premium, if any, or interest on on, the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5v) make any Note the Notes payable in money other than that stated thereinU.S. dollars;
(6vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal of of, or interest or premium, if any, or interest on the Notes;
(7vii) make release any change Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in these amendment and waiver provisionsaccordance with the terms of this Indenture;
(8) viii) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notesthe Notes or any Note Guarantees;
(9ix) amend, change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any change Asset Sale in accordance with Section 4.10(c) after the obligation to make such Asset Sale Offer has arisen, or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.14 after such Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto;
(x) except as otherwise permitted under Sections 4.18 and 5.01, consent to the assignment or transfer by the Company or any Guarantor of any of their rights or obligations under this Indenture;
(xi) amend or modify any of the provisions of this Indenture or the related definitions affecting the subordination or ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of or any Significant Party Note Guarantee in any manner adverse to the Holders holders of the NotesNotes or any Note Guarantee; or
(xii) make any change in the preceding amendment and waiver provisions.
Appears in 1 contract
Samples: Indenture (Moog Inc)
With Consent of Holders of Notes. (a) Except as provided below in this Section 9.029.02(e), the Issuers Company, the Guarantors, if any, and the Trustee may amend or supplement this Indenture, Indenture or the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase ofNotes).
(b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Notes). Section 2.08 hereof Holders on such record date, or their duly designated proxies, and Section 2.09 hereof only such Persons, shall determine be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which Notes are considered to is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be “outstanding” for the purposes cancelled and of this Section 9.02. no further effect.
(c) Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. .
(d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. .
(e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) may waive compliance in a particular instance by the Company with any provision of this Indenture, or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1i) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2ii) reduce the principal amount of or change the fixed final maturity of any such Note or alter change the optional redemption dates or waive optional redemption prices from those provided in Section 3.07 of this Indenture (except amendments or changes to any notice provisions, which may be amended with the provisions with respect to consent of Holders of a majority of the redemption of such Notes (other than provisions relating to Section 4.14 hereofNotes);
(3iii) reduce the rate of or change the time for payment of interest on any Note;
(4iv) waive a Default or Event of Default in the payment of principal of of, or interest or premium, or Liquidated Damages, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5v) make any Note payable in money currency other than that stated thereinin the Notes;
(6vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of of, or premiuminterest or premium or Liquidated Damages, if any, or interest on the Notes;
(7vii) make waive a redemption payment with respect to any change in these amendment and waiver provisionsNote;
(8) viii) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the terms of this Indenture;
(ix) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notesthe Notes or the Note Guarantees;
(9x) amend, change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.10 hereof after the obligation to make an Asset Sale Offer has arisen or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.14 hereof after a Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto; or
(xi) make any change to in the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notespreceding amendment and waiver provisions.
Appears in 1 contract
Samples: Exhibit (Geo Group Inc)
With Consent of Holders of Notes. Except as provided in Section 9.01 and below in this Section 9.02, the Issuers Company and the Trustee may amend or supplement this IndentureIndenture (including Sections 3.08, 4.12 and 4.16 hereof) and the Notes and the Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount at maturity of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company accompanied by resolutions of each of their boards of directors a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02, the Trustee shall join with the Issuers Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount at maturity of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1a) reduce the principal amount of such the then outstanding Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption of such the Notes (other than provisions relating except as provided above with respect to Section 4.14 Sections 3.08, 4.12 and 4.16 hereof);
(3c) reduce the rate of or change the time for payment of interest on any Note;
(4d) waive a Default or Event of Default in the payment of principal of of, or interest or Special Interest, if any, or premium, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5e) make any Note payable in money other than that stated thereinin the Notes;
(6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of of, or interest or Special Interest, if any, or premium, if any, or interest on the Notes;
(7g) waive a redemption payment with respect to any Note (other than a payment required by Sections 3.08, 4.12 and 4.16 hereof);
(h) cause the Notes to become subordinated in right of payment to any other Indebtedness;
(i) release any Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture, except in accordance with the terms of Section 10.05 hereof; or
(j) make any change in these Sections 6.04 or 6.07 or the foregoing amendment and waiver provisions;
(8) impair . In the right event that consent is obtained from some of any Holder to receive payment the Holders but not from all of principal of, or 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 Holders with respect to any of the amendments or modifications in this Section 9.02, new Notes with such Holder’s Notes;
(9) make any change modifications will be issued to those consenting Holders. Such new Notes shall have separate CUSIP numbers from those Notes held by the non-consenting Holders to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse extent CUSIP numbers are assigned pursuant to the Holders of the NotesSection 2.12.
Appears in 1 contract
Samples: Indenture (Pilgrims Pride Corp)
With Consent of Holders of Notes. (a) Except as provided below in this clause (b) of Section 9.02, the Issuers Issuer and the Trustee may amend or supplement this Indenture, the Notes Guarantee and the Guarantees Notes with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Guarantee or the Notes and its consequences may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Issuer accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers Issuer and the Guarantor in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
(b) Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Issuer with any provision of this Indenture or the Notes. Without However, without the consent of each affected Holder of Notesaffected, an amendment amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1i) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2ii) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions (except those in Section 3.03) with respect to the redemption of such the Notes (other than provisions relating to under Section 4.14 4.10 hereof);
(3iii) reduce the rate of or change the time for payment of interest on any Note, including Additional Amounts;
(4iv) waive a Default or Event of Default in the payment of principal of of, or interest or premium, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5v) make any Note payable in money other than that stated thereinin the Notes;
(6vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of of, or interest or premium, if any, or interest on the Notes;
(7vii) waive a redemption payment with respect to any Note (other than a payment required by Section 4.10 hereof);
(viii) release the Guarantor from any of its obligations under the Guarantee or this Indenture, except in accordance with the terms of the Indenture; to the Holders; and
(ix) affect the ranking of the Notes in a manner adverse
(x) make any change in these Section 6.04 or 6.07 hereof or in the foregoing amendment and waiver provisions;
(8) impair the right provisions of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the NotesSection 9.02(b).
Appears in 1 contract
Samples: Indenture
With Consent of Holders of Notes. Except as provided below in this Section 9.028.02, the Issuers Company and the Trustee may amend or supplement this IndentureSupplemental Indenture (including, without limitation, Section 4.09 hereof) and the Notes and the Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the then Outstanding Notes (including including, without limitation, Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 7.06 and 6.07 hereof7.07 of the Base Indenture, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premiumpremium on, if any, or interest on on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Outstanding Notes (including including, without limitation, Additional Notes, if any) voting as a single class (including including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof14.03 of the Base Indenture, the Trustee shall will join with the Issuers Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this the Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. It shall is not be necessary for the consent of the Holders of Notes under this Section 9.02 8.02 to approve the particular form of any proposed amendment amendment, supplement or waiver, but it shall be is sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 8.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail Company will send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or mail Company to send such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without Subject to Sections 7.06 and 7.07 of the Base Indenture, the Holders of a majority in aggregate principal amount of the Notes then Outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment amendment, supplement or waiver under this Section 9.02 8.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 4.14 hereof);
(3) reduce the rate of or change the time for payment of interest on any Note;
(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;
(5) make any Note payable in money other than that stated therein;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7) make any change in these amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notes.
Appears in 1 contract
Samples: Second Supplemental Indenture (Huntsman International LLC)
With Consent of Holders of Notes. Except as provided below in this Section 9.029.2, the Issuers Company and the Trustee may amend or supplement this IndentureIndenture (including Section 3.9, 4.10 and 4.16 hereof) and the Notes and the Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, or tender offer or exchange offer for the Notes), and, subject to Sections 6.04 6.4 and 6.07 6.7 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer for, or purchase of, or tender offer or exchange offer for the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers Company accompanied by resolutions a resolution of each its Board of their boards of directors Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 7.2 hereof, the Trustee shall join with the Issuers Company in the execution of such amended or supplemental indenture Indenture unless such amended or supplemental indenture directly Indenture affects the Trustee’s 's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indentureIndenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 9.2 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture Indenture or waiver. Without Subject to Sections 6.4 and 6.7 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-non- consenting Holder):
(1a) reduce the percentage in principal amount of such Notes Notes, the consent of whose Holders must consent to is required for an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive any of the provisions with respect to the redemption of such the Notes (other than provisions relating except as provided above with respect to Section 4.14 Sections 3.9, 4.10 and 4.16 hereof);
(3c) reduce the rate of or change the time for payment of interest interest, including default interest, on any Note;
(4d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes, Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders);
(5e) make any Note payable in money currency other than that stated thereinin the Notes;
(6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or premium, if any, or interest on the Notes;
(7g) waive a redemption payment with respect to any Note (other than a payment required by Sections 4.10 or 4.16 hereof);
(h) make any change in these Section 6.04 or 6.07 hereof or in the foregoing amendment and waiver provisions;
(8) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s Notes;
(9) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10i) except as expressly permitted by this Indenture, modify the Guarantees provisions of any Significant Party in any manner adverse to the Holders of the Notesthis Section 9.2.
Appears in 1 contract
Samples: Indenture (Matrix Capital Corp /Co/)
With Consent of Holders of Notes. Except as provided below in this Section 9.02, the Issuers and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes and the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding, (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, the or tender offer or exchange offer for Notes), and, subject to Sections Section 6.04 and Section 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of continuing Default in the payment of the principal ofinterest on, premium, if any, or interest on the Notesprincipal of, the Note, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees Indenture or the Notes issued hereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section Sections 2.08 hereof and Section 2.09 hereof shall determine which of the Notes are considered to be “outstanding” for the purposes of this Section 9.02. Upon the request of the Issuers accompanied by resolutions of each of their boards of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the The consent of the Holders of Notes under this Section 9.02 is not necessary under this Indenture to approve the particular form of any proposed amendment or waiver, but it shall be amendment. It is sufficient if such consent approves the substance thereofof the proposed amendment. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuers shall, in the case of Global Notes, shall deliver electronically deliver in accordance with the Depositary’s procedures, or mail to the Holders of the Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture amendment, supplement or waiver. Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder)::
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2b) reduce the principal amount of or change the fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of such Notes (other than provisions relating to Section 3.09, Section 4.10 and Section 4.14 hereof);
(3c) reduce the rate of or change the time for payment of interest on any Note;
(4d) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;
(5e) make any Note payable in money other than that stated therein;
(6f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7g) make any change in these amendment and waiver provisionsprovisions as it relates to Notes;
(8) h) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s NotesNotes (which, for the avoidance of doubt, shall not prohibit amendments to or waivers from Section 4.14 or Section 4.10 at any time prior to the occurrence of the relevant Change of Control or Asset Sale);
(9i) make any change to or modify the ranking of the Notes that would adversely affect the HoldersHolders in any material respect; or
(10j) except as expressly permitted by this Indenture, modify the terms of the Guarantees of any Significant Party Subsidiary in any manner adverse to the Holders of the Notes.
Appears in 1 contract
With Consent of Holders of Notes. Except as provided below in this Section 9.02The Company, the Issuers Trustee and the Trustee Collateral Agent may amend or supplement this Indenture, the Notes and Notes, the Guarantees Collateral Documents or the Intercreditor Agreement, or enter into any additional or supplemental Collateral Documents with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class affected thereby (including consents obtained in connection with a tender offer foror exchange offer for the Notes), for the purpose of adding any provisions to or purchase ofchanging in any manner or eliminating any of the provisions of this Indenture, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for , the purposes Collateral Documents or the Intercreditor Agreement, or of this Section 9.02. Upon modifying in any manner the request of the Issuers accompanied by resolutions of each of their boards of directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent rights of the Holders of Notes; provided that without the consent of at least two-thirds in aggregate principal amount of Notes then outstanding, an amendment, modification or waiver may not effect a release of all or substantially all of the Collateral from the Liens securing the Notes, except in accordance with the terms of this Indenture, the Collateral Documents or the Intercreditor Agreement, as aforesaidapplicable. Except as otherwise provided herein, and upon receipt the Holders of at least a majority in aggregate principal amount of the outstanding Notes affected thereby, by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Notes) may waive compliance by the Trustee Company with any provision of the documents described in Section 7.02 hereof, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indentureNotes. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed supplemental indenture, amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, or amendment or supplement to the Collateral Documents or the Intercreditor Agreement, and upon the filing with the Trustee and the Collateral Agent of evidence satisfactory to the Trustee and the Collateral Agent of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee and the Collateral Agent of the documents described in Section 7.02 hereof, the Trustee and the Collateral Agent will join with the Company in the execution of such amended or supplemental indenture, or amendment or supplement to the Collateral Documents or the Intercreditor Agreement, unless such amended or supplemental indenture or amendment or supplement to the Collateral Documents or the Intercreditor Agreement directly affects the Trustee’s or the Collateral Agent’s own rights, duties or immunities under this Indenture, the Collateral Documents or the Intercreditor Agreement or otherwise, in which case the Trustee or the Collateral Agent may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture or such or amendment or supplement to the Collateral Documents or the Intercreditor Agreement. After an amendment, supplement a supplemental indenture or waiver or amendment or supplement to the Collateral Documents or the Intercreditor Agreement under this Section 9.02 section becomes effective, the Issuers shall, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplemental indenture or waiver or such or amendment or supplement to the Collateral Documents or waiverthe Intercreditor Agreement. Any failure of by the Issuers to, in the case of Global Notes, electronically deliver in accordance with the Depositary’s procedures, or Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without However, without the consent of each affected Holder of Notesaffected, an amendment or waiver under this Section 9.02 may not (not, with respect to any Notes held by a non-consenting Holder):Holder affected thereby:
(1a) reduce the principal amount of such Notes whose Holders must consent to an amendmentamount, supplement or waiver;
(2) reduce the principal amount of any premium or change the fixed final maturity Stated Maturity of any such Note the Notes or alter or waive any of the provisions with respect to the redemption or repurchase of such Notes (other than provisions relating to Section 4.14 hereof);
(3) reduce the rate of or change the time for payment of interest on any Note;
(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all Holders;
(5) make any Note payable in money other than that stated therein;
(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(7b) make change the place of payment or currency in which principal, any change in these amendment and waiver provisionspremium or interest is paid;
(8) c) impair the right of any Holder to receive payment of principal of, or 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 such Holder’s the Notes;
(9d) reduce the interest rate or extend the time for payment of interest on the Notes; or
(e) make any change to the ranking of the Notes that would adversely affect the Holders; or
(10) except as expressly permitted by this Indenture, modify the Guarantees of any Significant Party in any manner adverse to the Holders of the NotesArticle IX.
Appears in 1 contract