With Consent of Holders of Notes. Except as otherwise set forth herein, the Notes Documents may be amended, supplemented or otherwise modified with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). However, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder: (1) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions); (2) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions); (3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes; (4) make any such Note payable in currency other than that stated in such Note; (5) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor; (6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof; (7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture; (8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration; (9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement; (10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment of any Notes Document. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth hereinThe Issuer, any Guarantor and the Trustee may amend or supplement this Indenture, the Notes Documents may be amended, supplemented or otherwise modified any amended or supplemental indenture with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). However, without the consent of Holders holding not less than 90% (orand, in the case of clause (9) belowsubject to Sections 6.7 and 6.10, 75%) of the then outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:
(1) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a existing Default or Event of Default and its consequences or compliance with respect to the nonpayment any provision of principal, premium this Indenture or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by may be waived with the consent of the Holders of at least a majority in principal amount of such the Notes and then outstanding (including, without limitation, consents obtained in connection with a waiver purchase of, or tender offer or exchange offer for, the Notes). However, without the consent of each of the payment default that resulted from such acceleration;Holders of outstanding Notes affected, no amendment or waiver may:
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(101) reduce the principal of, change the fixed maturity of, alter the provisions in any manner adverse to the Holders relating to the payment of Additional Amounts on or alter the redemption provisions of, the Notes,
(2) change the currency in which the principal of any Note or the accrued interest or premium (if any) thereon is payable,
(3) reduce the percentage in principal amount of outstanding Notes whose holders Holders must consent to any an amendment, supplement or waiver or modification or make consent to take any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of action under this Indenture shall be deemed or the Notes,
(4) impair the right set forth in this Indenture of each Holder to impair institute suit for the enforcement of any payment on or affect with respect to the Notes (other than any rights such payment that has become due solely as a result of Holders the acceleration of the maturity of the Notes),
(5) waive a Default in payment with respect to receive the Notes,
(6) reduce the rate of or change the time for payment of principal of, or interest or premium(including Additional Amounts, if any, ) on the Notes. Notwithstanding ,
(7) adversely affect the foregoing, if (a) any amendment, waiver or other modification affects the rights ranking of the NotesNotes or
(8) amend, change or modify, in any material respect, the consent obligation of the Company to make and consummate a Change of Control Offer in the event of a majority Change of 90% Control or 75%make and consummate an Asset Sale Offer in the event of an Asset Sale or modify, in any material respect, any of the provisions or definitions with respect thereto after a Change of Control or an Asset Sale, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment of any Notes Document. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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 tenderhas occurred.
Appears in 1 contract
Samples: Senior Indenture (Head Nv)
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture and the Notes Documents may be amended, supplemented or otherwise modified with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) and), subject to certain exceptions, and any default existing Default or Event of Default or compliance with any provisions thereof provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). However, without Without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Noteseach Holder, 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 stated principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the principal of or change the fixed maturity of any Note or alter the provisions, or waive any payment, with respect to the redemption of the Notes;
(c) reduce the rate of or extend change the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5d) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to in the nonpayment payment of principalprincipal of, premium or interest interest, or Additional Amountspremium, if any any, on, the Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such the Notes and a waiver of the payment default that resulted from such acceleration);
(9e) make any Note payable in money other than U.S. dollars;
(f) 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 interest or premium, if any, on, the Notes;
(g) release any Guarantor from any of its obligations under its Notes Note Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor AgreementIndenture;
(10h) reduce impair the principal amount right to institute suit for the enforcement of any payment on or with respect to the Notes whose holders must or the Note Guarantees;
(i) 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 the provisions of Section 4.12 hereof 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 the provisions of Section 4.17 hereof after such Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto;
(j) except as otherwise permitted under the provisions of Sections 4.18 and 5.01 hereof, consent to the assignment or transfer by the Company or any Guarantor of any of their rights or obligations under this Indenture;
(k) amend or modify any of the provisions of this Indenture or the related definitions affecting the ranking of the Notes or any Note Guarantee in any manner adverse to the Holders of the Notes or any Note Guarantee; or
(l) make any change in the preceding amendment and waiver provisions. 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 amendmentsupplemental indenture. If a record date is fixed, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment toHolders on such record date, or deletion oftheir duly designated proxies, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicablesuch Persons, shall be required entitled to consent thereto (and in to such casesupplemental indenture, the whether or not such Holders remain Holders after such record date; provided that unless such consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount shall have become effective by virtue of the unaffected series requisite percentage having been obtained prior to the date which is 120 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of Notes no further effect. It shall not be required to consent thereto). The necessary for the consent of the Holders is not necessary under this Indenture Section 9.02 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Indenture by any Section 9.02 becomes effective, the Company shall mail to the Holder given in connection with a tender of each Note affected thereby to such Holder’s Notes will not be rendered invalid by address appearing in the Security Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such tendernotice, or any defect therein, shall 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 (Stratos Funding, LP)
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 9.2, the Company and the Trustee may amend or supplement this Indenture and the Notes Documents may be amended, amended or supplemented or otherwise modified with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for the Notes), and, subject to Sections 6.2, 6.4 and 6.7, 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 principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). However, without Without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Noteseach Holder affected, an amendment or waiver may not, not (with respect to any Notes held by a non-consenting Holder:):
(1) reduce the stated rate principal amount of or extend the stated time for payment of interest on any such Note (other than provisions relating Notes at maturity whose Holders must consent to Change of Control and Asset Dispositions)an amendment;
(2) reduce the principal rate of or extend change or have the Stated Maturity effect of changing the time for payment of interest, including defaulted interest, on any such Note (other than provisions relating to Change of Control and Asset Dispositions)Notes;
(3) reduce the premium payable upon principal of or change or have the redemption effect of changing the fixed maturity of any such Note Notes, or change the time at date on which any such Note Notes may be redeemed, in each case as described under paragraphs 5 and 6 of subject to redemption or reduce the Notesredemption price therefor;
(4) make any such Note Notes payable in currency money other than that stated in such Notethe Notes;
(5) impair make any change in provisions of this Indenture protecting the right of any each Holder to institute suit for the enforcement of any receive payment of principal of, or of and interest or Additional Amounts, if any, on such Holder’s Note or Notes on or after the due dates therefordate thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;these amendment and waiver provisions; or
(7) release all make any change to or substantially all security interests granted for modify the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration ranking of the Notes by that would adversely affect the Holders of at least a majority in principal amount of such Notes and a waiver Holders. Upon the written request of the payment default that resulted from Company accompanied by a resolution of the Board (evidenced by an Officers’ Certificate) authorizing the execution of any such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee amended or this Indenturesupplemental indenture, except in accordance and upon the filing with the terms Trustee of this Indenture and evidence satisfactory to the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights Trustee of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2 hereof, the Trustee shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental 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 9.2 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Section 9.2 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the 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 by any Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tenderor waiver.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth herein, The Company and the Trustee may amend or supplement this Indenture or the Notes Documents may be amended, supplemented or otherwise modified any amended or supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor the Notes), Notes) and, subject to certain exceptions, and any default existing Default or Event of Default and its consequences or compliance with any provisions thereof provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). However, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Noteseach Holder affected, an amendment or waiver may not, not (with respect to any Notes held by a non-consenting Holder:
Holder of Notes): (1i) reduce the stated rate principal amount of the Notes whose Holders must consent to an amendment, supplement or extend the stated time for payment of interest on any such Note waiver, (other than provisions relating to Change of Control and Asset Dispositions);
(2ii) reduce the principal of or extend change the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption fixed maturity of any such Note or alter or waive the provisions with respect to the redemption of the Notes with respect to the timing or 89 90 amount of payment thereof, (iii) reduce the rate of or change the time at which for payment of interest, including defaulted interest, on any such Note may be redeemedNote, (iv) waive a Default in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or premium, if any, interest or and Additional Amounts, if any, on such Holder’s the Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such the Notes and a waiver of the payment default that resulted from such the acceleration;
) or in respect of a covenant or provision contained in this Indenture which cannot be amended or modified without the consent of all Holders, (9v) release make any Guarantor from Note payable in money other than that stated in the Notes, (vi) make any of its obligations under its Notes Guarantee or this Indenture, except change in accordance with the terms provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal, premium, if any, interest and Additional Amounts, if any, on the Intercreditor Agreement;
Notes, (10vii) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or and waiver provisions which require contained in this Indenture, (viii) make any change in paragraph 3 of the Holders’ consent pursuant to this Section 9.02. For Notes that adversely affects the avoidance rights of doubtany Holder of the Notes, no amendment to, (ix) amend the terms of the Notes or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed in a way that would result in the loss of an exemption from any Taxes or an exemption from any obligation to withhold or deduct Taxes unless the Company agrees to pay Additional Amounts, if any, in respect thereof or (x) impair or affect the right of any rights Holder of Holders the Notes to receive payment of principal of, or interest on such Holder's Notes on or premium, if any, after the due dates therefor or to institute suit for the enforcement of any payment on the or with respect to such Holder's Notes. Notwithstanding Upon the foregoing, if (a) any amendment, waiver or other modification affects the rights request of the NotesCompany, accompanied by a Board Resolution authorizing the consent execution of a majority any such amended or supplemental indenture, and upon the filing with the Trustee of 90% or 75%, as evidence satisfactory to the case may be, in aggregate principal amount Trustee of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6, the Trustee shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture adversely affects the Trustee's own rights, duties or immunities hereunder 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 Indenture Section 9.2 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Indenture by Section becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any Holder given defect therein, shall not, however, in connection with a tender any way impair or affect the validity of any such Holder’s Notes will not be rendered invalid by such tenderamended or supplemental indenture or waiver.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 9.2, the Issuers and the Trustee may amend or supplement this Indenture and the Notes Documents may be amendedamended or supplemented, supplemented or otherwise modified with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase ofeach case, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for the Notes), and, subject to Sections 6.2, 6.4 and 6.7 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 principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). However, without Without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Noteseach Holder affected, an amendment or waiver may not, not (with respect to any Notes held by a non-consenting Holder:):
(1) reduce the stated rate principal amount of or extend the stated time for payment of interest on any such Note (other than provisions relating Notes at maturity whose Holders must consent to Change of Control and Asset Dispositions)an amendment;
(2) reduce the principal rate of or extend change or have the Stated Maturity effect of changing the time for payment of interest, including defaulted interest, on any such Note (other than provisions relating to Change of Control and Asset Dispositions)Notes;
(3) reduce the premium payable upon principal of or change or have the redemption effect of changing the fixed maturity of any such Note Notes, or change the time at date on which any such Note Notes may be redeemed, in each case as described under paragraphs 5 and 6 of subject to redemption or reduce the Notesredemption price therefor;
(4) make any such Note Notes payable in currency money other than that stated in such Notethe Notes;
(5) impair make any change in provisions of this Indenture protecting the right of any each Holder to institute suit for the enforcement of any receive payment of principal of, or of and interest or Additional Amounts, if any, on such Holder’s 's Note or Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of date thereof or to bring suit to enforce such Notes in any material respect payment, or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the permitting Holders of at least a majority in principal amount of such Notes and a waiver to waive Defaults or Events of the payment default that resulted from such accelerationDefault;
(96) after the Issuers' obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuers to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Change of Control has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto;
(7) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes or any Guarantee in a manner which adversely affects the Holders; or
(8) release Holdings or any Subsidiary Guarantor that is a Significant Subsidiary of Holdings from any of its obligations under its Notes Guarantee or this Indenture, except Indenture otherwise than in accordance with the terms of this Indenture and Indenture. Upon the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights written request of the Notes, the consent of Issuers accompanied by a majority of 90% or 75%, as the case may be, in aggregate principal amount resolution of the Notes shall be required Board (evidenced by an Officers' Certificate) authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to consent thereto and (b) any amendment, waiver or other modification affects only the rights Trustee of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary of Notes as aforesaid, and upon receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental 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 9.2 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Section 9.2 becomes effective, the Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers 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 by any Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tenderor waiver.
Appears in 1 contract
Samples: Indenture (Aas Capital Corp)
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided in this Section 9.2, this Indenture, the Guarantees, the Notes or the Security Documents (subject to compliance with the Intercreditor Agreements) may be amended, amended or supplemented or otherwise modified with the consent (which may include consents obtained in connection with a tender offer or exchange offer for Notes) of the Holders of at least a majority in principal amount of the Notes then outstanding, other than Notes beneficially owned by Holdings, the Issuers and their Affiliates, and any existing Default under, or compliance with any provision of, this Indenture, the Notes, the Guarantees or the Security Documents may be waived with the consent (which may include consents obtained in connection with a tender offer or exchange offer for Notes) of the Holders of a majority in principal amount of the Notes then outstanding, other than Notes beneficially owned by Holdings, the Issuers and their Affiliates; provided, however, that without the consent of each Holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce, or change the maturity of, the principal of any Note;
(2) reduce the rate of or extend the time for payment of interest on any Note;
(3) reduce any premium payable upon redemption of the Notes or change the date on which any Notes are subject to redemption (other than the notice provisions) or waive any payment with respect to the redemption of the Notes; provided, however, that solely for the avoidance of doubt, and without any other implication, any purchase or repurchase of Notes (including pursuant to Section 4.10 and Section 4.13) shall not be deemed a redemption of the Notes;
(4) make any Note payable in money or currency other than that stated in the Notes;
(5) modify or change any provision of this Indenture or the related definitions to affect the ranking of the Notes or any Guarantee in a manner that adversely affects the Holders;
(6) reduce the percentage of Holders necessary to consent to an amendment or waiver to this Indenture or the Notes;
(7) waive a Default or Event of Default in the payment of principal of, or premium or interest, if any, on any Notes (except a rescission of acceleration of the Notes by the Holders thereof as provided in this Indenture and a waiver of the Payment Default with respect to the Notes that resulted from such acceleration);
(8) modify the contractual rights of Holders to receive payments of principal of, or premium or interest, if any, on the Notes on or after the due date therefor or to institute suit for the enforcement of any payment on the Notes; provided, however, that solely for the avoidance of doubt, and without any other implication, this provision is not impacted by changes or amendments to Section 4.10 and Section 4.13;
(9) release any Guarantor from any of its Obligations under its Guarantee or this Indenture, except as permitted by this Indenture;
(10) modify or change the obligation of the Issuers to make and consummate a Collateral Disposition Offer with respect to any Asset Sale of Pari Passu Priority Collateral in accordance with Section 4.10 after the obligation to make such a Collateral Disposition Offer has arisen; or
(11) make any change in these amendment and waiver provisions. In addition, without the consent of the Holders of at least 66⅔% of the principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) and), subject to certain exceptionsno amendment, supplement or waiver may amend any default of the Security Documents or compliance with this Indenture if such amendment, supplement or waiver has the effect of releasing all or substantially all of the Collateral from the Liens of this Indenture or any provisions thereof may Security Document. It shall not be waived with necessary for the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). However, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:
(1) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary under this Indenture 9.2 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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 tenderthereof.
Appears in 1 contract
Samples: Indenture (Venator Materials PLC)
With Consent of Holders of Notes. Except as otherwise set forth herein, the Notes Documents may be amended, supplemented or otherwise modified with With the consent of the Holders of at least not less than a majority in aggregate principal amount of the outstanding Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, but excluding any consents obtained in respect of Notes beneficially owned by the Company or its Affiliates), the Issuer, the Guarantors, the Trustee and the Second Lien Collateral Agent, as applicable, may enter into an indenture or indentures supplemental to this Indenture or other documents or instruments to amend or supplement the Security Documents for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Security Documents or the Notes or of modifying in any manner the rights of the Holders of the Notes under this Indenture or the Security Documents, including the definitions herein; provided, however, that no such supplemental indenture or other documents or instruments shall, without the consent of the Holder of each outstanding Note affected thereby:
(1) andchange the Stated Maturity of any Note or of 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 maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to certain exceptionsredemption or reduce the Redemption Price therefor;
(2) reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any default 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 is made after the time that the Company is required to make an Offer to Purchase in connection with a Change of Control or Asset Sale;
(4) modify or change any provision of this Indenture affecting the ranking of the Notes or any Note Guarantee in a manner adverse to the Holders of the Notes;
(5) modify any of the provisions thereof 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 certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby; or
(6) release any Note Guarantees required to be maintained under this Indenture (other than in accordance with the terms of this Indenture). The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may on behalf of the Holders of all the Notes 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 Issuer); or
(2) in respect of a covenant or provision hereof which under this Indenture or the Security Documents cannot be waived with modified or amended without the consent of the Holder of each outstanding Note affected, each of which, for the avoidance of doubt, shall require the consent of all the Holders of the Notes outstanding. In addition, except pursuant to the clauses set forth above, without the consent of the Holders of at least a majority in 66 and 1/2% of the principal amount of the outstanding Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes, but excluding any consents obtained in respect of Notes beneficially owned by the Company or its Affiliates). However, without the consent of Holders holding not less than 90% (orno amendment, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Notes, an amendment supplement or waiver may not, modify any Security Document or the provisions in this Indenture dealing with respect to any Notes held by a non-consenting Holder:
(1) reduce the stated rate of Collateral or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way Security Documents that would result in a loss have the impact of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release releasing all or substantially all security interests granted for the benefit of the Holders in Collateral from the Escrow Collateral other than in accordance with Liens of the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any Security Documents (except pursuant to a rescission of acceleration of the Notes as permitted by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10Security Documents) reduce or change or alter the principal amount priority of Notes whose holders must consent to any amendment, waiver or modification or make any other change the security interests in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment of any Notes Document. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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 tenderCollateral.
Appears in 1 contract
Samples: Indenture (Triumph Group Inc)
With Consent of Holders of Notes. Except as otherwise set forth hereinThe Issuer and the Trustee may amend or supplement this Indenture, the Notes Documents may be amended, supplemented or otherwise modified any amended or supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including without limitation consents obtained in connection with a purchase of, or tender offer or exchange offer forfor the Notes), Notes) and, subject to certain exceptionsSections 6.7 and 6.10, any default existing Default or Event of Default and its consequences or compliance with any provisions thereof provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including without limitation consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). However, without the consent of Holders holding not less than 90% (or, in the case each Holder of clause (9) below, 75%) of the then an outstanding principal amount of the NotesNote adversely affected, an amendment or waiver may not, not (with respect to any such Notes held by a non-consenting Holder:Holder of Notes):
(1) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment;
(2) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(2) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(34) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case redeemed as described under paragraphs 5 and 6 of the NotesSection 3.1;
(45) reduce the premium payable upon the repurchase of any Note, change the time at which any Note may be repurchased, or change any of the associated definitions related to the provisions of Section 4.11 once the obligation to repurchase the Notes has arisen;
(6) make any such Note payable in currency money other than that stated in such Note;
(57) impair the right of any Holder to institute suit for the enforcement of any receive payment of principal of, or interest or Additional Amountspremium, if any, principal of and interest on such Holder’s Notes on or after the due dates therefortherefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(6) 8) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect amendment provisions which require each Holder’s consent or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;provisions; or
(9) release any Guarantor the Company from any of its obligations under its Notes Note Guarantee or this Indenture, except (other than in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02Indenture). For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes It shall not be required to consent thereto). The necessary for the consent of the Holders is not necessary of Notes under this Indenture Section 9.2 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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 tenderthereof.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 7.2, this Indenture or the Notes Documents may be amended, supplemented modified or otherwise modified supplemented, and noncompliance in any particular instance with any provision of this Indenture or the Notes may be waived, with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the written consent of the Holders of at least a majority in of the principal amount of the Outstanding Notes. Without the written consent or the affirmative vote of each Holder of Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). However, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Notesaffected thereby, an amendment or waiver under this Section 7.2 may not, with respect to any Notes held by a non-consenting Holder:
(1a) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend change the Stated Maturity of the Principal of or the date any such Note (other than provisions relating to Change installment of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of Interest or Additional Interest, if any, is due on any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5b) reduce the Principal, Repurchase Price or Interest or Additional Interest, if any, on any Note;
(c) change the place of payment or the currency of any amount owed or owing under the Note from U.S. Dollars;
(d) alter the manner of calculation or rate of accrual of Interest or Additional Interest, if any, on any Note or extend the payment of any such amount;
(e) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, in or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates thereforwith respect to any Note;
(6f) make any change in Section 4.15 that except as otherwise permitted or contemplated by the Indenture, adversely affects affect the right of the Holders to convert any Holder Note as provided in Article 12;
(g) modify the provisions of such Article 11 in a manner adverse to the Holders or to provide for redemption of the Notes;
(h) modify the provisions of the Indenture, the Pledge Agreement or the Control Agreement relating to the pledge of securities as contemplated under Article 8 in a manner adverse to the interests of the Holders of Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereofrespect;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10i) reduce the percentage of the principal amount of the Outstanding Notes the consent of whose holders must Holders is required for any supplemental indenture or the consent of whose Holders is required for any waiver provided for in this Indenture; or
(j) modify any of the provisions of this Section, except to any amendment, waiver or modification or make any provide that certain other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall cannot be deemed to impair modified or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, waived without the consent of a majority the Holder of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes each Outstanding Note affected thereby. It shall not be required to consent thereto). The consent necessary for any Act of the Holders is not necessary under this Indenture Section 7.2 to approve the particular form of any proposed amendment of any Notes Document. It is supplemental indenture, but it shall be sufficient if such consent approves Act shall approve the substance of the proposed amendment. A consent to any amendment 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 tenderthereof.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 9.2, the Company and the Trustee may amend or supplement this Indenture, the Notes, the Security Documents and the Intercreditor Agreements and any other agreement or instrument entered into by it in connection with this Indenture, the Notes or the Security Documents may be amended, supplemented or otherwise modified with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for the Notes), and, subject to Sections 6.2, 6.4 and 6.7 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 principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). However, without Without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Noteseach Holder affected, an amendment or waiver may not, not (with respect to any Notes held by a non-consenting Holder:):
(1) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders Holders must consent to an amendment;
(2) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any amendmentNotes;
(3) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, waiver or modification change the date on which any Notes may be subject to redemption or reduce the redemption price therefor;
(4) make any Notes payable in money other than that stated in the Notes;
(5) make any change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights protecting the right of Holders each Holder to receive payment of principal ofof and interest on such Holder's Note or Notes on or after the due date thereof or to bring suit to enforce such payment, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent permitting Holders of a majority in principal amount of 90% Notes to waive Defaults or 75%Events of Default;
(6) after the Company's obligation to purchase Notes arises hereunder, amend, change or modify in any material respect 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 a Net Proceeds Offer with respect to any Asset Sale that has been consummated or make and consummate a Loss Proceeds Offer with respect to any Event of Loss that has occurred or, after such Change of Control has occurred, such Asset Sale has been consummated, or such Event of Loss has occurred, as the case may be, in aggregate principal amount modify any of the provisions or definitions with respect thereto;
(7) subordinate the Notes shall be required or any Guarantee to consent thereto and any other Indebtedness; or
(b) 8) except as otherwise permitted herein, release any amendment, waiver Guarantee or other modification affects only the rights substantially all of the Senior Euro Notes or only Collateral. Upon the rights written request of the Senior Dollar Notes, the consent of Company accompanied by a majority or 90% or 75%, as the case may be, in aggregate principal amount resolution of the Senior Euro Notes Board (evidenced by an Officers' Certificate) authorizing the execution of any such amended or Senior Dollar Notessupplemental indenture, as applicable, shall be required and upon the filing with the Trustee of evidence satisfactory to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount Trustee of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary of Notes as aforesaid, and upon receipt by the Trustee of an Officers' Certificate and an opinion of counsel, the Trustee shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental 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 9.2 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Section 9.2 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the 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 by any Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tenderor waiver.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth herein, the Notes Documents may be amended, supplemented or otherwise modified with With the consent of the Holders of at least not less than a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) and), subject to certain exceptionsthe Issuer, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any default Subsidiary Guarantees or waive any existing Default or Event of Default or compliance with any provisions thereof may be waived with provision of this Indenture or the Notes; provided, however, that no such amendment, supplement or waiver shall, without the consent of the Holders Holder of at least a majority in principal amount of the Notes then each outstanding Note affected thereby (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). However, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:):
(1) reduce change the stated rate Stated Maturity of the principal of, or extend the stated time for payment any installment of interest on on, any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(2) reduce the principal of amount of, (or extend the Stated Maturity of premium) or interest on, any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(3) reduce the premium payable upon the redemption of any such Note or change the time at which place or currency of payment of principal of (or premium), or interest on, any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the NotesNote;
(4) make (i) modify, in any such Note payable in currency other than that stated in such Note;
(5) impair manner adverse to the Holders of the Notes, the right of any Holder to institute suit for the enforcement of any payment of principal of, (or premium) or interest on, any Note, or Additional Amounts, if any, on such (ii) waive any payment in respect thereof except a default in payment arising solely from an acceleration of the Notes that has been rescinded;
(5) modify any provisions of this Indenture relating to the modification and amendment of this Indenture or the waiver of past defaults or covenants which require each Holder’s Notes on or after the due dates thereforconsent;
(6) make amend any change in Section 4.15 that adversely affects provisions relating to the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any redemption of the Taxes Notes (other than the notice provisions) to reduce the premium payable or change the dates on which the Notes may be redeemed, it being understood that, for the avoidance of doubt, the provisions described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereofunder Section 4.10 and Section 4.13 shall not be covered by this clause (6);
(7) release all or substantially all security interests granted for modify the benefit of the Holders Subsidiary Guarantees in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect any manner adverse to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this IndentureHolders, except in accordance with this Indenture; or
(8) modify any of the terms provisions of this Indenture and adversely affecting the Intercreditor Agreement;
(10) reduce the principal amount ranking of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes It shall not be required to consent thereto). The necessary for the consent of the Holders is not necessary under this Indenture Section 9.2 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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 tenderthereof.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 9.2, the Company and the Trustee may amend or supplement this Indenture, the Security Documents and the Notes Documents may be amended, amended or supplemented or otherwise modified with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for the Notes), and, subject to Sections 6.2, 6.4 and 6.7 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 principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). However, without Without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Noteseach Holder affected, an amendment or waiver may not, not (with respect to any Notes held by a non-consenting Holder:):
(1) reduce the stated rate amount of or extend the stated time for payment of interest on any such Note (other than provisions relating Notes whose Holders must consent to Change of Control and Asset Dispositions)an amendment;
(2) reduce the principal rate of or extend change or have the Stated Maturity effect of changing the time for payment of interest, including defaulted interest, on any such Note (other than provisions relating to Change of Control and Asset Dispositions)Notes;
(3) reduce the premium payable upon principal of or change or have the redemption effect of changing the fixed maturity of any such Note Notes, or change the time at date on which any such Note Notes may be redeemedsubject to redemption or reduce the redemption price therefor, other than prior to the Company’s obligation to purchase Notes under provisions relating to the Company’s obligation to make and consummate a Change of Control Offer in each case as described under paragraphs 5 the event of a Change of Control or to make and 6 consummate a Net Proceeds Offer with respect to any Asset Sale or to make and consummate an Event of the NotesLoss Offer with respect to any Event of Loss;
(4) make any such Note Notes payable in currency money other than that stated in such Notethe Notes;
(5) impair make any change in provisions of this Indenture protecting the right of any each Holder to institute suit for the enforcement of any receive payment of principal of, or of and interest or Additional Amounts, if any, on such Holder’s Notes Note on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of date thereof or to bring suit to enforce such Notes in any material respect payment, or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the permitting Holders of at least a majority in principal amount of such Notes and a waiver to waive Defaults or Events of the payment default that resulted from such accelerationDefault;
(96) release any Guarantor from any between the date on which a Change of its obligations under its Notes Guarantee Control, an Asset Sale giving rise to the Company’s obligation to make a Net Proceeds Offer or this Indenture, except in accordance with an Event of Loss giving rise to the terms Company’s obligation to make an Event of this Indenture Loss Offer occurs and the Intercreditor Agreement;
(10) reduce date on which the principal amount payments are made with respect to the related Change of Notes whose holders must consent to any amendmentControl Offer, waiver Net Proceeds Offer or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance Event of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%Loss Offer, as the case may be, amend, change or modify in aggregate principal amount any material respect (A) 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 a Net Proceeds Offer with respect to Asset Sales that have been consummated or an Event of Loss Offer with respect to an Event of Loss that has occurred or (B) any of the provisions or definitions with respect thereto;
(7) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes shall be required to consent thereto and (b) or subordination of any amendment, waiver or other modification Guarantee in a manner which adversely affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary under this Indenture to approve the particular form of in any proposed amendment of any Notes Document. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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.material respect;
Appears in 1 contract
Samples: Indenture (Dole Food Co Inc)
With Consent of Holders of Notes. Except as otherwise set forth hereinThe Issuers and the Trustee may amend or supplement this Indenture, the Notes Documents may be amended, supplemented or otherwise modified the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase ofoutstanding, and any existing Default or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default Event of Default and its consequences or compliance with any provisions thereof provision of this Indenture, the Notes or the Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notesthe Notes of such series). However, without the consent of the Holders holding not less than 90of at least 662/3% (or, in the case of clause (9) below, 75%) of the then outstanding aggregate principal amount of the NotesNotes then outstanding, an amendment or waiver may not, not (with respect to any Notes held by a non-consenting Holder) release any Subsidiary Guarantor or modify its Guarantee in any manner materially adverse to the Holders, except in accordance with the terms of this Indenture. Further, without the consent of each Holder of an outstanding Note affected (including, without limitation consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), an amendment or waiver may not:
(1) reduce the stated rate principal amount of Notes whose Holders must consent to an amendment, supplement or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions)waiver;
(2) reduce the principal of or extend change the Stated Maturity fixed maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(3) reduce the rate of or change the time for payment of interest on any Note;
(4) reduce the premium or amount payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case redeemed as described under paragraphs 5 and 6 of the Notesin Article III;
(45) waive a Default or Event of Default in the payment of principal of, or interest or premium on any Note (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes of such series and a waiver of the payment default that resulted from such acceleration);
(6) make any Note of such Note series payable in currency money other than that stated in such Noteseries of Notes;
(57) impair make any change in the right provisions of this Indenture relating to waivers of past Defaults or the rights of any Holder to receive payments of principal of, interest or premium, if any, on such Holder’s Notes or the rights of any Holder to institute suit for the enforcement of any payment of principal of, on or interest or Additional Amounts, if any, on with respect to such Holder’s Notes on or after any Guarantee in respect thereof (such rights to receive payments and to institute suit for the due dates thereforenforcement of any payment are changed only when the terms of this Indenture or any Note are amended to reduce the specified principal amount, percentage or amount of premium or interest rate or to extend the maturity date of any Note or to amend the specified conditions or circumstances in which Additional Amounts are payable or the amount of Additional Amounts that are payable and this clause (7) shall not be construed as requiring the consent of Holders to any amendment or to any action, including an action undertaken by the Issuers or any Guarantor, except as specifically provided in this clause (7));
(68) waive a redemption payment with respect to any Note (other than a payment required under Section 4.09);
(9) make any change in respect of the Issuers’ obligations to redeem any Note pursuant to a Special Mandatory Redemption;
(10) make any change in the provisions of this Indenture described in Section 4.15 4.10 hereof that adversely affects the right rights of any Holder or beneficial owner of such Notes in any material respect or amends the terms of such the Notes in a way that would result in a loss of an exemption from any of the Taxes taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes taxes so described thereunder unless the applicable Payor agrees Issuers agree to pay Additional Amounts, if any, in respect thereof;; or
(711) release make any change in the amendment and waiver provisions of this Article IX which required each affected Holder’s consent. All Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such Notes may vote) as one class and no series of Notes will have the right to vote or substantially all security interests granted for consent as a separate series on any matter; provided, however, that if any amendment, waiver or other modification will only affect one series of Notes, only the benefit consent of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event specified percentage of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration principal amount of the affected series of Notes by then outstanding (and not the consent of the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indentureall Notes), except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notesrequired. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in The aggregate principal amount of the Notes Notes, at any date of determination, shall be required to consent thereto and the sum of (b1) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro U.S. Dollar Notes or Senior at such date of determination plus (2) the Dollar NotesEquivalent, as applicableat such date of determination, shall be required to consent thereto (and in such case, of the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series Sterling Notes at such date of determination. With respect to any matter requiring consent, waiver, approval or other action of the Holders of a specified percentage of the principal amount of all the Notes (and not solely the U.S. Dollar Notes or the Sterling Notes), such percentage shall not be required calculated, on the relevant date of determination, by dividing (x) the principal amount, as of such date of determination, of Notes, the Holders of which have so consented by (y) the aggregate principal amount, as of such date of determination, of the Notes then outstanding, in each case, as determined in accordance with the preceding sentence and other provisions in this Indenture. Any such calculation shall be made by the Issuers and delivered to consent thereto)the Trustee in an Officer’s Certificate. The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment of any Notes Documentamendment. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment After an amendment, supplement or waiver under this Indenture becomes effective, the Issuer is required to deliver to the Holders a notice briefly describing such amendment or supplement. However, the failure to give such notice to all the Holders, or any defect in the notice, shall not impair or affect the validity of the amendment, supplement or waiver. Upon the request of the Issuer, accompanied by a resolution of its Board of Directors authorizing the execution of any Holder given 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 connection Section 9.05, the Trustee shall join with a tender the Issuers in the execution of such Holderamended or supplemental indenture unless such amended or supplemental indenture adversely affects the Trustee’s own rights, duties or immunities hereunder 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 becomes effective, the Issuers shall deliver to the Holders of Notes a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to deliver 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. After an amendment, supplement or waiver under the foregoing paragraph becomes effective, the Issuers shall, in the case of Definitive Notes, mail to the Holders a notice briefly describing the amendment, supplement or waiver. However, the failure to give such notice to all Holders, or any defect therein, will not be rendered invalid in any way impair or affect the validity of such amended or supplemented indenture or waiver. If and for so long as the Notes are listed on the Irish Stock Exchange and admitted for trading on the Global Exchange Market, and the rules of the Irish Stock Exchange so require, the Issuers shall post on the website of the Irish Stock Exchange any of the foregoing amendments, supplements or waivers to the extent and in the manner permitted by such tenderrules. Notwithstanding anything to the contrary in Section 9.02, in order to effect an amendment authorized by Section 9.02(5), it shall only be necessary for the supplemental indenture to be duly authorized and executed by the Issuers and the Trustee.
Appears in 1 contract
Samples: Indenture (Vantiv, Inc.)
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 11.2, this Indenture or the Notes Documents may be amended, supplemented modified or otherwise modified supplemented, and noncompliance in any particular instance with any provision of this Indenture or the Notes may be waived, in each case with the written consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent affirmative vote of the Holders of at least a majority in of the principal amount of the Notes then outstanding at the time outstanding. Without the written consent or the affirmative vote of each Holder of Notes affected thereby (including consents obtained in connection with a purchase of, addition to the written consent or tender offer or exchange offer for, Notes). However, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) affirmative vote of the then outstanding holders of at least a majority of the principal amount of the NotesNotes at the time outstanding), an amendment or waiver under this Section 11.2 may not, with respect to any Notes held by a non-consenting Holder:
(1a) reduce change the stated rate maturity of the principal amount of, or extend the stated time for payment date of any installment of interest on (including Additional Interest, if any) on, any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(2b) reduce the principal of amount, Redemption Price, Purchase Price or extend the Stated Maturity of Fundamental Change Purchase Price of, or interest (including Additional Interest, if any) on, any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5c) change the currency of payment of the principal amount, Redemption Price, Purchase Price or Fundamental Change Purchase Price of, or interest (including Additional Interest, if any) on, any Note from U.S. Dollars;
(d) impair or adversely affect the rate of accrual of interest (including Additional Interest, if any) on any Note, or the manner of calculation thereof;
(e) impair the right of any Holder to institute suit for the enforcement of any payment of principal or with respect to, or conversion of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates thereforany Note;
(6f) make any change modify the Company's obligation to maintain a Registrar, Paying Agent, Conversion Agent and an office or agency where notices and demands to or upon the Company in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless Notes and this Indenture may be served in the applicable Payor agrees to pay Additional AmountsBorough of Manhattan, if any, in respect thereofNew York City;
(7g) release all modify the optional redemption provisions of ARTICLE III in a manner adverse to the Holders of Notes;
(h) impair or substantially all security interests granted for adversely affect the benefit purchase rights of the Holders of the Notes as provided in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this IndentureARTICLE IV or ARTICLE V;
(8) waive a Default i) impair or Event adversely affect the conversion rights of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration Holders of the Notes by as provided in ARTICLE XII;
(j) modify the subordination provisions of ARTICLE XIII in a manner adverse to the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such accelerationNotes;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10k) reduce the percentage of the principal amount of the outstanding Notes the written consent or affirmative vote of whose holders must consent to Holders is required for any such amendment, waiver or modification or make any other change in supplement;
(l) reduce the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights percentage of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the outstanding Notes shall be the written consent or affirmative vote of whose Holders is required to consent thereto rescind an acceleration and its consequences or for any waiver of any past Default provided for in this Indenture; or
(bm) waive any amendmentmatter set forth in Section 8.4(a), waiver Section 8.4(b), or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes Section 8.4(c). It shall not be required to consent thereto). The necessary for the consent of the Holders is not necessary under this Indenture Section 11.2 to approve the particular form of any proposed amendment of any Notes Document. It is amendment, but it shall be sufficient if such consent approves the substance of the proposed amendmentthereof. A consent to any After an amendment or waiver under this Indenture by any Section 11.2 becomes effective, the Company shall mail to each Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tendernotice briefly describing the amendment.
Appears in 1 contract
Samples: Indenture (Cray Inc)
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture, any Guarantee, the Security Documents and the Notes Documents may be amended, supplemented or otherwise modified with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (outstanding, other than Notes beneficially owned by the Issuer or any of its Affiliates, including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, and any default existing Default or Event of Default or compliance with any provisions thereof provision of this Indenture or the Notes issued thereunder may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding Notes, other than Notes beneficially owned by the Issuer or any of its Affiliates (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for such Notes). HoweverNotwithstanding the foregoing, without the consent of the Holders holding not less than 90of at least 66 2/3% (or, in the case of clause (9) below, 75%) of the then outstanding aggregate principal amount of the Notes then outstanding, no amendment or waiver may (A) make any change in any Security Document or the provisions in this Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Obligations in respect of the Notes or (B) change or alter the priority of the Liens securing the Obligations in respect of the Notes in any material portion of the Collateral in any way materially adverse, taken as a whole, to the Holders, other than, in each case, as provided under the terms of this Indenture, the Security Documents, the First Lien Intercreditor Agreement or the ABL Intercreditor Agreement. Upon the request of the Issuer accompanied by a resolution of the 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(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the 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 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 Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the 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 stated rate principal amount of such Notes whose Holders must consent to an amendment, supplement or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions)waiver;
(2) reduce the principal amount of or extend change the Stated Maturity fixed final maturity of any such Note or reduce the premium payable upon the redemption of such Note or change the time (except those providing when notice of redemption is to be provided to the Trustee or Holders) at which any Notes may be redeemed (in each case other than provisions relating to Change of Control Sections 3.09, 4.10 and Asset Dispositions4.14 hereof);
(3) reduce the premium payable upon the redemption rate of any such Note or change the time at which for payment of interest on any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the NotesNote;
(4) make any such Note payable waive a Default in currency other than that stated in such Note;
(5) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, of or interest or Additional Amountspremium, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any on the Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such 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 affected Holders;
(95) release make any Guarantor from Note payable in money other than that stated therein;
(6) make any of its obligations under its Notes Guarantee or this Indenture, except change in accordance with the terms provisions of this Indenture and relating to waivers of past Defaults or the Intercreditor Agreementrights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(107) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this paragraph of this Section 9.02. For ;
(8) impair the avoidance right of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders Holder to receive payment of principal of, or interest on such Holder’s Notes on or premiumafter 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;
(10) except as expressly permitted by this Indenture, if anymodify the Guarantees of any Significant Party in any manner adverse to the Holders of the Notes; or
(11) after the Issuer’s obligation to purchase Notes arises thereunder, on amend, change or modify in any respect materially adverse to the Holders of the Notes the obligations of the Issuer 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 or Collateral Asset Sale Offer with respect to any Asset Sale that has been consummated or, after such Change of Control has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto in a manner that is materially adverse to the Holders of the Notes. Notwithstanding anything in this Indenture to the foregoingcontrary, if (a) no amendment or supplement to this Indenture or the Notes that modifies or waives the specific rights or obligations of any amendment, waiver or other modification affects the rights of the Notes, Agent may be made without the consent of a majority of 90% or 75%, as such Agent (it being understood that the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary under this Indenture to approve the particular form Trustee’s execution of any proposed such amendment of any Notes Document. It is sufficient if or supplement shall constitute such consent approves if the substance of the proposed amendment. A consent to any amendment or waiver under this Indenture by any Holder given in connection with a tender of Trustee is then also acting as such Holder’s Notes will not be rendered invalid by such tenderAgent).
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With Consent of Holders of Notes. Except as otherwise set forth hereinThe Company, the Subsidiary Guarantors and the Trustee may amend the Indenture or the Notes Documents without notice to any Holder but with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then Outstanding (including consents obtained in connection with a tender offer or exchange for Notes) as each relates to the Notes. However, without the consent of each Holder affected thereby, an amendment may not:
(1) change the Stated Maturity of the principal of, or installment of interest on, any Note;
(2) reduce the principal amount of, or the rate of interest on, any Notes;
(3) reduce any premium, if any, payable on the redemption of any Note or change the date on which any Note may or must be redeemed or repaid (it being understood that the definitions used in Section 4.3 may be amended, supplemented amended or otherwise modified at any time prior to the occurrence of a Change of Control with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, NotesOutstanding). However, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:
(1) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make change the coin or currency in which the principal of, premium, if any, or interest on any such Note payable in currency other than that stated in such Noteis payable;
(5) release the Guarantee of any Subsidiary Guarantor except as provided under Article Thirteen of the Base Indenture (as amended and supplemented by this Supplemental Indenture), or make any changes to such Guarantee in a manner adverse to the Holders;
(6) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right Stated Maturity of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereofNote;
(7) release all or substantially all security interests granted for reduce the benefit percentage in principal amount of the Holders in the Escrow Collateral other than in accordance with the Escrow AgreementOutstanding Notes, the Escrow Charge and this Indentureconsent of whose Holders is required in order to take certain actions;
(8) waive a Default reduce the requirements for quorum or Event of Default with respect to voting by Holders in the nonpayment of principal, premium Indenture or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such accelerationNotes;
(9) release any Guarantor from modify any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms provisions of this the Indenture regarding the waiver of past defaults and the Intercreditor Agreement;waiver of certain covenants by Holders except to increase any percentage vote required or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of each Holder affected thereby; or
(10) reduce modify any of the principal amount above provisions of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.025.2. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes It shall not be required to consent thereto). The necessary for the consent of the Holders is not necessary under this Indenture Section 5.2 to approve the particular form of any proposed amendment of any Notes Document. It is amendment, but it shall be sufficient if such consent approves the substance of thereof. After an amendment under this Section 5.2 becomes effective, the proposed Company shall mail or electronically deliver to Holders a notice briefly describing such amendment. A consent The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment 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 tenderSection 5.2.
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With Consent of Holders of Notes. Except as otherwise set forth herein, the Notes Documents may be amended, supplemented or otherwise modified with (a) With the consent of the Holders of at least not less than a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase ofoutstanding, the Company, the Guarantors and the Trustee are permitted to amend or tender offer supplement this Indenture; provided that no such modification or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Howeveramendment may, without the consent of Holders holding not less than 90% (or, in the case Holder of clause (9) below, 75%) of the then each outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting HolderNote affected thereby:
(1) reduce change the stated rate Stated Maturity of the principal of, or any installment of or extend the stated time for payment of Additional Amounts or interest on on, any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(2) reduce the principal amount of any Note (or Additional Amounts or premium, if any) or the rate of or extend change the Stated Maturity time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(3) reduce change the premium payable upon coin or currency in which the redemption principal of any such Note or change any premium or any Additional Amounts or the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notesinterest thereon is payable;
(4) make any such Note payable in currency other than that stated in such Note;
(5) impair the right of any Holder to institute suit for the enforcement of any payment on any Notes;
(5) amend, change or modify the obligation to make and consummate an Excess Proceeds Offer with respect to any Asset Sale in accordance with Section 4.14 hereof or the obligation to make and consummate a Change of principal ofControl Offer in the event of a Change of Control in accordance with Section 4.23 hereof, including, in each case, amending, changing or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates thereformodifying any definition relating thereto;
(6) reduce the principal amount of Notes whose Holders must consent to any amendment, supplement or waiver of provisions of this Indenture;
(7) modify any of the provisions relating to supplemental indentures requiring the consent of Holders of the Notes or relating to the waiver of past defaults or relating to the waiver of certain covenants, except to increase the percentage of outstanding Notes required for such actions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Note affected thereby;
(8) except as otherwise permitted under Section 5.01 hereof, consent to the assignment or transfer by the Company of any of the Company’s rights or obligations under this Indenture;
(9) release any Guarantees except in compliance with the terms of this Indenture;
(10) make any change to any provisions of this Indenture affecting the ranking or subordination provisions of the Notes or the Guarantees, in each case in a manner that adversely affects the rights of the Holders of the Notes (for the avoidance of doubt, a change to Section 4.13 and Section 4.15 does not adversely affect the ranking of the Notes); or
(11) make any change in the provisions of this Indenture described under Section 4.15 4.22 hereof that adversely affects the right rights of any Holder of such the Notes in any material respect or amends amend the terms of such the Notes or this Indenture in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees Company or the Guarantors agree to pay Additional Amounts, Amounts (if any, ) in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders thereof in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment of any Notes Document. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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 tendersupplemental indenture.
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Samples: Indenture (Liberty Global PLC)
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 9.2, the Issuers and the Trustee may amend or supplement this Indenture and the Notes Documents may be amendedamended or supplemented, supplemented or otherwise modified with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase ofeach case, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for the Notes), and, subject to Sections 6.2, 6.4 and 6.7, 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 principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). However, without Without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Noteseach Holder affected, an amendment amendment, supplement or waiver may not, not (with respect to any Notes held by a non-consenting Holder:):
(1) reduce the stated rate principal amount of or extend the stated time for payment of interest on any such Note (other than provisions relating Notes at maturity whose Holders must consent to Change of Control and Asset Dispositions)an amendment;
(2) reduce the principal rate of or extend change or have the Stated Maturity effect of changing the time for payment of interest, including defaulted interest, on any such Note (other than provisions relating to Change of Control and Asset Dispositions)Notes;
(3) reduce the premium payable upon principal of or change or have the redemption effect of changing the fixed maturity of any such Note Notes, or change the time at date on which any such Note Notes may be redeemed, in each case as described under paragraphs 5 and 6 of subject to redemption or reduce the Notesredemption price therefor;
(4) make any such Note Notes payable in currency money other than that stated in such Notethe Notes;
(5) impair make any change in provisions of this Indenture protecting the right of any each Holder to institute suit for the enforcement of any receive payment of principal of, or of and interest or Additional Amounts, if any, on such Holder’s Note or Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of date thereof or to bring suit to enforce such Notes in any material respect payment, or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the permitting Holders of at least a majority in principal amount of such Notes and a waiver to waive Defaults or Events of the payment default that resulted from such accelerationDefault;
(96) after the Issuers’ obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuers to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate an Event of Loss Offer or Net Proceeds Offer after an Event of Loss Trigger Date or a Net Proceeds Offer Trigger Date, respectively, or, after such Change of Control, Event of Loss or Asset Sale has occurred, modify any of the provisions or definitions with respect thereto;
(7) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes or any Guarantee in a manner which adversely affects the Holders; or
(8) release Xxxxxx Publishing or any Guarantor that is a Significant Subsidiary of Xxxxxx Publishing from any of its obligations under its Notes Guarantee or this Indenture, except Indenture otherwise than in accordance with the terms of this Indenture and Indenture. Upon the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights written request of the Notes, the consent of Issuers accompanied by a majority of 90% or 75%, as the case may be, in aggregate principal amount resolution of the Notes shall be required Board of Directors (evidenced by an Officers’ Certificate) authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to consent thereto and (b) any amendment, waiver or other modification affects only the rights Trustee of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary of Notes as aforesaid, and upon receipt by the Trustee of an Officers’ Certificate and an Opinion of Counsel, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental 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 9.2 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Section 9.2 becomes effective, the Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers 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 by any Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tenderor waiver.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth herein, the Notes Documents may be amended, supplemented or otherwise modified with With the consent of the Holders of at least not less than a majority in principal amount of the outstanding Notes then of each series affected by such supplemental indenture, by act of said Holders delivered to the Issuers and the Trustee, the Issuers, when authorized by a resolution of either Issuer’s Board of Directors, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, or of modifying in any manner the rights of the Holders of Notes of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each outstanding Notes affected thereby:
(1) reduce the principal amount of Notes of a series whose Holders must consent to an amendment or waiver;
(2) reduce the rate of or extend the time for payment of interest (including consents obtained Default interest) on any Note;
(3) reduce the principal of or premium on or change the fixed maturity of any Note;
(4) waive a Default in connection with a purchase the payment of the principal of, or tender offer or exchange offer for, Notes) and, subject to certain exceptionspremium and interest on, any default or compliance with any provisions thereof may be waived with the consent Note (except a rescission of acceleration of Notes by the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). However, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding aggregate principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:
(1) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) impair make the principal of, or premium and interest on, any Note payable in a currency other than U.S. dollars;
(6) amend the contractual right of any Holder to institute suit for the enforcement of any payment of the principal of, or and premium and interest or (including Additional Amounts) on, if any, on such Holder’s the Notes on or after the due dates thereforexpressed or provided for in such Notes;
(67) make any change to the provisions relating to waivers or amendments;
(8) waive a redemption payment with respect to any Note; provided that such redemption is made at the option of the Issuers;
(9) make any change to the provisions relating to the guarantees by Broadcom Parent or BC Luxembourg in any manner adverse to the Holders of the Notes; or
(10) make any change in the provisions of this Indenture described under Section 4.15 2.13 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all . A supplemental indenture which changes or substantially all security interests granted eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default one or Event more particular series of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment toNotes, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects which modifies the rights of the Notes, the consent Holders of a majority Notes of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required such series with respect to consent thereto and (b) any amendment, waiver such covenant or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicableprovision, shall be required deemed not to consent thereto (and in such case, affect the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount rights under this Indenture of the unaffected series Holders of Notes of any other series. It shall not be required to consent thereto). The consent necessary for any act of the Holders is not necessary under this Indenture Section to approve the particular form of any proposed amendment of any Notes Document. It is supplemental indenture, but it shall be sufficient if such consent approves act of Holders shall approve the substance of the proposed amendment. A consent to any amendment 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 tenderthereof.
Appears in 1 contract
Samples: Indenture (Broadcom LTD)
With Consent of Holders of Notes. Except as otherwise set forth hereinSubject to Sections 6.04 and 6.07, the Issuers, any Guarantor, any other obligor under the Notes and the Trustee may amend or supplement this Indenture, the Notes Documents may be amended, supplemented or otherwise modified any Subsidiary Guarantee with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection Additional Notes and PIK Notes, if any) voting as a single class, and future compliance by the Issuers and each Guarantor party thereto, if applicable, with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptionsany provision of this Indenture, any default Subsidiary Guarantee or compliance with any provisions thereof the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding Notes (including consents obtained in connection with Additional Notes and PIK Notes, if any) voting as a purchase of, or tender offer or exchange offer for, Notes)single class. HoweverNotwithstanding the provisions of this Section 9.02, without the consent of Holders holding not less than 90% (or, in the case each Holder of clause (9) below, 75%) of the then each outstanding principal amount of the NotesNote affected, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:
(1a) reduce change the stated rate Stated Maturity of the principal of, or extend the stated time for payment any installment of interest on on, any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(2b) reduce the principal of amount of, or extend the Stated Maturity of premium, if any, or interest on, any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(3c) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note optional redemption dates or optional redemption prices of the Notes from that stated under Section 3.07; provided, however, that the minimum number of days of notice of redemption that the Issuers must provide may be redeemed, in each case as described under paragraphs 5 and 6 shortened with the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes;
(4d) make change the place or currency of payment of principal of, or premium, if any, or interest on, any such Note payable in currency other than that stated in such Note;
(5e) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates thereforStated Maturity (or, in the case of a redemption, on or after the Redemption Date) of any Note;
(6f) make release any change Subsidiary Guarantee of a Significant Subsidiary except in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends compliance with the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default g) amend or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if modify any (except pursuant to a rescission of acceleration of the provisions of this Indenture in any manner that subordinates the Notes by the Holders issued thereunder in right of at least a majority in principal amount of such Notes and a waiver payment to any other Indebtedness of the Issuers or that subordinates any Subsidiary Guarantee in right of payment default that resulted from to any other Indebtedness of the Guarantor issuing any such accelerationSubsidiary Guarantee;
(9h) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change waive a default in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, or interest on the Notes. Notwithstanding ; or
(i) reduce the foregoing, if (a) any amendment, waiver percentage or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the outstanding Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the whose Holders is not necessary under for waiver of compliance with certain provisions of this Indenture to approve the particular form or for waiver of any proposed amendment of any Notes Documentcertain defaults. It is sufficient if such consent approves the substance of the proposed After an amendment. A consent to any amendment , supplement or waiver under this Indenture by Section 9.02 becomes effective, the Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to mail such notice, or any Holder given defect therein, shall not, however, in connection with a tender any way impair or affect the validity of any such Holder’s Notes will not be rendered invalid by such tenderamended or supplemental indenture or waiver.
Appears in 1 contract
Samples: Indenture (Constellium N.V.)
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 7.2, this Indenture or the Notes Documents may be amended, supplemented modified or otherwise modified supplemented, and noncompliance in any particular instance with any provision of this Indenture or the Notes may be waived, in each case (i) with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Notes then outstanding or (including consents obtained in connection with ii) by the adoption of a purchase ofresolution, or tender offer or exchange offer for, Notes). However, without the consent at a meeting of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding Outstanding Notes at which a quorum is present, by the Holders of a majority in aggregate principal amount of the NotesOutstanding Notes represented at such meeting. Without the written consent or the affirmative vote of each Holder of Notes so affected, an amendment amendment, modification or waiver under this Section 7.2 may not, with respect to any Notes held by a non-consenting Holder:
(1a) reduce change the stated rate maturity of the principal of, or extend the stated time for payment any installment of interest on (including Liquidated Damages, if any) on, any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(2b) reduce the principal of amount of, or extend the Stated Maturity of premium, if any, on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5c) reduce the interest (including Liquidated Damages, if any) on any Note;
(d) change the currency of payment of principal of, premium, if any, or interest (including Liquidated Damages, if any) on any Note;
(e) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, in or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates thereforwith respect to any Note;
(6f) make any change modify the obligation of the Company to maintain an office or agency in The City of New York pursuant to Section 4.15 that 9.2 hereof;
(g) except as permitted by Section 12.11 hereof, adversely affects affect the Repurchase Right or the right to convert any Note as provided in Article 12 hereof;
(h) modify the subordination provisions of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result manner adverse to the Holders of Notes,
(i) modify the redemption payment provisions of the Indenture in a loss of an exemption from any manner adverse to the Holders of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereofNotes;
(7j) release all or substantially all security interests granted for reduce the benefit percentage of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes and outstanding required to waive a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or amend or modify this Indenture, except in accordance with the terms to provide that certain other provisions of this Indenture and cannot be modified or waived without the Intercreditor Agreement;consent of the Holder of each Outstanding Note affected thereby; or
(10k) reduce the principal amount requirements of Notes whose holders must consent to any amendment, waiver Section 8.4 hereof for quorum or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment tovoting, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on reduce the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, percentage in aggregate principal amount of the Outstanding Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority whose Holders is required for any such supplemental indenture or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, whose Holders is required for any waiver provided for in aggregate principal amount of the unaffected series of Notes this Indenture. It shall not be required to consent thereto). The consent necessary for any Act of the Holders is not necessary of Notes under this Indenture Section to approve the particular form of any proposed amendment of any Notes Document. It is proposal supplemental indenture, but it shall be sufficient if such consent approves Act shall approve the substance of the proposed amendment. A consent to any amendment 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 tenderthereof.
Appears in 1 contract
Samples: Indenture (Radisys Corp)
With Consent of Holders of Notes. Except as otherwise set forth hereinSterling and the Trustee may amend or supplement this Indenture, the Notes Documents may be amended, supplemented or otherwise modified any amended or supplemental Indenture with the written consent of the Holders of Notes of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase ofoutstanding, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, and any default existing Default and its consequences or compliance with any provisions thereof provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes)outstanding. However, without the consent of Holders holding not less than 90% (oreach Holder of a Note affected, in the case of clause (9) belowany amendment, 75%) of the then outstanding principal amount of the Notes, an amendment supplement or waiver may not, with respect to any Notes held by a non-consenting Holder:
(1i) reduce the stated amount of Notes the Holders of which must consent to an amendment;
(ii) reduce the rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(2iii) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating except that Sterling's obligations to make an offer to repurchase the Notes as a result of a Change of Control and Asset Dispositionsmay be waived or modified with the prior written consent of the Holders of a majority in principal amount of the Notes);
(3iv) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, redeemed in each case as described under paragraphs 5 and 6 of the Notesaccordance with Article III;
(4v) make any such Note Notes payable in currency money other than that stated in such the Note;
(5vi) impair the right of any Holder of a Note to receive payment of, principal of and interest on such Holder's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment of principal of, on or interest or Additional Amounts, if any, on with respect to such Holder’s Notes on or after the due dates therefor's Notes;
(6vii) make any change in Section 4.15 7.04 or Section 7.07 or the second sentence of this Section 10.02; or
(viii) make any change in any material provision of Article XI that adversely affects the right interests of any Holder of such Notes in any material respect or amends a Note. Upon the terms request of such Notes in Sterling accompanied by a way that would result in a loss of an exemption from any resolution of the Taxes described thereunder Board of Directors authorizing the execution of any such amended or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless supplemental Indenture, and upon the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for filing with the benefit Trustee of evidence satisfactory with the Trustee of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary of Notes as aforesaid and upon receipt by the Trustee of the documents described in Section 10.06, the Trustee shall join with Sterling in the execution of such amended or supplemental Indenture unless such amended or supplemental 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 10.02 to approve the particular form of any proposed amendment of any Notes Document. It is amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Section 10.02 becomes effective, Sterling shall mail to the Holders of Notes affected thereby a notice briefly describing any such amendment, supplement or waiver. Any failure of Sterling to mail such notice, or any defect therein, shall not in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Subject to Section 7.04 and Section 7.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance by Sterling in any Holder given in connection particular instance with a tender any provision of such Holder’s Notes will not be rendered invalid by such tenderthis Indenture or the Notes.
Appears in 1 contract
Samples: Indenture (Sterling Chemical Inc)
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 9.02, the Company and the Trustee may amend or supplement this Indenture and the Notes Documents may be amended, supplemented or otherwise modified with the consent of the Holders of at least a majority in principal amount of the Notes Notes, then outstanding voting as a single class (including consents obtained in connection with a purchase of, of or tender offer or exchange offer forfor the Notes), Notes) and, subject to certain exceptionsSections 6.04 and 6.07 hereof, any default existing Default or Event of Default (except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest on the Notes) or compliance with any provision of this Indenture or the Notes (except for certain covenants and provisions thereof of this Indenture which cannot be amended without the consent of each Holder) may be waived with the consent of the Holders of at least a majority in principal amount of the Notes Notes, then outstanding voting as a single class (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for the Notes). However, without Without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Noteseach Holder, 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 stated principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the rate of or extend change the stated time for payment of interest interest, including defaulted interest, on any such Note (other than provisions relating to Change Notes; Table of Control and Asset Dispositions);Contents
(2c) reduce the principal of or extend change the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note Notes, or change the time at date on which any such Note Notes may be redeemedsubject to redemption or repurchase (except, in each the case of repurchases, as described would otherwise be permitted under paragraphs 5 and 6 of clause (g)), or reduce the redemption or repurchase price for those Notes;
(4d) make any such Note payable in currency money other than that stated in such Notethe Note and this Indenture;
(5e) impair the right of any Holder to institute suit for the enforcement of any receive payment of principal ofprincipal, premium or interest or Additional Amounts, if any, on such that Holder’s Notes on or after the due dates thereforfor those payments, or to bring suit to enforce that payment on or with respect to such Holder’s Notes;
(6f) modify Section 6.04 or 6.07 hereof or this Section;
(g) at any time after the Company is obligated to make an Offer to Purchase pursuant to Section 4.14 or 4.21 hereof, change the time at which such offer to purchase must be made or at which the Notes must be repurchased pursuant thereto;
(h) reduce the percentage of the principal amount of outstanding Notes necessary for amendment to or waiver of compliance with any change in Section 4.15 that adversely affects provision of this Indenture or the right Notes or for waiver of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, Default in respect thereof;
(7i) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default in the payment of principal of, interest on, or Event of Default redemption payment with respect to to, the nonpayment of principal, premium or interest or Additional Amounts, if any Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority thereof provided as in principal amount of such Notes Section 6.02 and a waiver of the payment default that resulted from such acceleration);
(9j) subordinate in right of payment the Notes or the Subsidiary Guarantees to any other debt of the Company; or
(k) other than releases permitted by the indenture (i) release the Subsidiary Guarantee of any Subsidiary Guarantor from any that is a Significant Subsidiary or (ii) release the Subsidiary Guarantees of its obligations under its Notes Guarantee or this Indenturea group of Subsidiary Guarantors that together constitute a Significant Subsidiary. The Company may, except in accordance with but shall not be obligated to, fix a record date for the terms purpose of this Indenture and determining the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must Persons entitled to consent to any amendmentsupplemental indenture. If a record date is fixed, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment toHolders on such record date, or deletion oftheir duly designated proxies, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicablesuch Persons, shall be required entitled to consent thereto (and in to such casesupplemental indenture, the whether or not such Holders remain Holders after such record date; provided that unless such consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount shall have become effective by virtue of the unaffected series requisite percentage having been obtained prior to the date which is 120 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of Notes no further effect. It shall not be required to consent thereto). The necessary for the consent of the Holders is not necessary under this Indenture Section 9.02 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Indenture by any Section 9.02 becomes effective, the Company shall mail to the Holder given in connection with a tender of each Note affected thereby to such Holder’s Notes will not be rendered invalid by address appearing in the Note Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such tendernotice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. The Company shall deliver to the Trustee an Opinion of Counsel and Officers’ Certificate stating that such amendment complies with the provisions of this Section 9.02 and (ii) after an amendment under this Section 9.01 becomes effective, the Company shall mail a notice to Holders describing such amendments. Any failure of the 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.
Appears in 1 contract
Samples: Indenture (Mci Inc)
With Consent of Holders of Notes. Except as otherwise set forth herein, the Notes Documents may be amended, supplemented or otherwise modified with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with With the consent of the Holders of at least not less than a majority in aggregate principal amount of the outstanding Notes, the Issuer, the Guarantors and the Trustee may enter into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Notes then outstanding (or of modifying in any manner the rights of the Holders of the Notes under this Indenture, including consents obtained in connection with a purchase ofthe definitions herein; provided, or tender offer or exchange offer forhowever, Notes). Howeverthat no such supplemental indenture shall, without the consent of Holders holding not less than 90% (or, in the case Holder of clause (9) below, 75%) of the then each outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting HolderNote affected thereby:
(1) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend change the Stated Maturity of any such Note (other than provisions relating to Change or of Control and Asset Dispositions);
(3) 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 upon thereon, or reduce the redemption amount that would be due and payable on acceleration of any such Note the maturity thereof, or change the time at which place of payment where, or the coin or currency in which, any such Note may be redeemedor any premium or interest thereon is payable, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) or impair the right of any Holder to institute suit for the enforcement of any such payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor;
(62) make any change reduce the percentage in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any aggregate principal amount of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreementoutstanding Notes, the Escrow Charge 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;
(8) waive 3) modify the obligations of the Issuer to make an Offer to Purchase upon a Default or Event Change of Default with respect to Control if such modification was done after the nonpayment occurrence of principal, premium or interest or Additional Amounts, if such Change of Control;
(4) modify any (except pursuant to a rescission provision of acceleration this Indenture affecting the ranking of the Notes by or any Note Guarantee in a manner adverse to the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such accelerationNotes;
(95) modify any provision specifying requirements to effect waiver of defaults or certain covenants, except to increase any such percentage required for such actions 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; or
(6) release any Guarantor from any of its obligations Guarantees required to be maintained under its Notes Guarantee or this Indenture, except Indenture (other than in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount Indenture). The Holders of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of not less than a majority of 90% or 75%, as the case may be, in aggregate principal amount of the outstanding Notes shall be may on behalf of the Holders of all the Notes 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 consent thereto and have been purchased pursuant to an Offer to Purchase which has been made by the Issuer), which default may only be waived in accordance with Section 6.4, or
(b2) any amendment, waiver in respect of a covenant or other modification affects only the rights of the Senior Euro Notes provision hereof which under this Indenture cannot be modified or only the rights of the Senior Dollar Notes, amended without the consent of a majority or 90% or 75%the Holder of each outstanding Note affected, as contemplated in the case may be, in aggregate principal amount first paragraph of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment of any Notes Document. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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.Section 9.2
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth hereinThe Company, any Guarantor and the Trustee may amend or supplement this Indenture, the Notes Documents may be amendedNotes, supplemented any Security Document or otherwise modified any amended or supplemental indenture with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). However, without the consent of Holders holding not less than 90% (orand, in the case of clause (9) belowsubject to Sections 6.7 and 6.10, 75%) of the then outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:
(1) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a existing Default or Event of Default and its consequences or compliance with respect to the nonpayment any provision of principal, premium this Indenture or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by may be waived with the consent of the Holders of at least a majority in principal amount of such the Notes and then outstanding (including, without limitation, consents obtained in connection with a waiver purchase of, or tender offer or exchange offer for, the Notes). However, without the consent of 90% of the payment default that resulted from such accelerationHolders of outstanding Notes affected, no amendment or waiver may:
(1) reduce the amount of Notes whose Holders must consent to an amendment;
(92) reduce the rate of or change or have the effect of changing the time for payment of interest on any Note, including defaulted interest;
(3) reduce the principal of or change or have the effect of changing the Stated Maturity of any Note or change the date on which any Notes may be subject to redemption or reduce the redemption price therefor;
(4) make any Note payable in money other than that stated in the Note;
(5) make any change in provisions of this Indenture protecting the right of each Holder to receive payment of principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;
(6) after the Company’s obligation to purchase Notes arises thereunder, amend, change or modify in any material respect 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 a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Change of Control has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto;
(7) modify or change any provision of this Indenture or the related definitions affecting the subordination or ranking of the Notes or any Guarantee in a manner which adversely affects the Holders; or
(8) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Notes Guarantee or this Indenture, except the Indenture otherwise than in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce Indenture. Upon the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights request of the NotesCompany, accompanied by a Board Resolution authorizing the consent execution of a majority any such amended or supplemental indenture, and upon the filing with the Trustee of 90% or 75%, as evidence reasonably satisfactory to the case may be, in aggregate principal amount Trustee of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is of Notes as aforesaid, the Trustee shall join with the Company and any Guarantor in the execution of such amended or supplemental indenture (subject to Section 9.5). It shall not be necessary for the consent of the Holders of Notes under this Indenture Section 9.2 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed amendmentthereof. A consent to any amendment or waiver under this Indenture by any Holder of Notes given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders of Notes a notice briefly describing the amendment, supplement or waiver. In addition, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such stock exchange so require, the Company will publish notice of any amendment, supplement and waiver in Luxembourg in a daily newspaper with general circulation in Luxembourg (which is expected to be the Luxemburger Wort). Any failure of the Company to mail or give or publish 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.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 9.02, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes Documents may be amended, supplemented or otherwise modified with and the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived Subsidiary Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Outstanding 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, and, subject to Sections 508 and 513 of the Base Indenture) and any existing Default or Event of Default (other than a Default or Event of Default in the payment of 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 provisions of this Indenture, the Notes or the Subsidiary Guarantees 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 or exchange offer for, or purchase of, the Notes). It will 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 will be sufficient if such consent approves the substance of the proposed amendment or waiver. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will send to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to send 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. However, without the consent of Holders holding not less than 90% (or, in the case each Holder of clause (9) below, 75%) of the then outstanding principal amount of the NotesNotes affected, an amendment amendment, supplement or waiver under this Section 9.02 may not, not (with respect to any Notes held by a non-consenting Holder:):
(1) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10a) reduce the principal amount of Notes whose holders the Holders of which must consent to any an amendment, supplement or waiver, including the waiver of Defaults or modification Events of Default, or to a rescission and cancellation of a declaration of acceleration of the Notes;
(b) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes;
(c) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes or alter or waive the provisions with respect to the redemption of the Notes including the provisions relating to the Special Mandatory Redemption (other than provisions relating to Section 3.04);
(d) make any Notes payable in money other than that stated in the Notes;
(e) make any change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed relating to impair waivers of past Defaults or affect any the rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding Notes on or after the foregoingdue date thereof or to bring suit to enforce such payment;
(f) change the price payable by the Company for Notes repurchased pursuant Section 4.10 or Section 4.13 or, if (a) after the occurrence of a Change of Control, modify or change in any amendment, waiver or other modification affects material respect the rights obligation of the NotesCompany to make and consummate a Change of Control Offer or modify any of the provisions or definitions with respect thereto;
(g) waive a Default or Event of Default in the payment of principal of, or interest or premium on, the consent Notes; provided that this clause (g) shall not limit the right of the Holders of at least a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Outstanding Notes shall be required to consent thereto rescind and (b) any amendment, waiver or other modification affects only the rights cancel a declaration of acceleration of the Senior Euro Notes following delivery of an acceleration notice as described in Article FIVE of the Base Indenture;
(h) release any Guarantor from any of its obligations under its Subsidiary Guarantee under this Indenture, except as permitted by this Indenture;
(i) contractually subordinate the Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment of any Notes Document. It is sufficient if such consent approves the substance of the proposed amendment. A consent Subsidiary Guarantees to any other Indebtedness; or
(j) make any change in the preceding amendment or and 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 tenderprovisions.
Appears in 1 contract
Samples: Ninth Supplemental Indenture (TreeHouse Foods, Inc.)
With Consent of Holders of Notes. Except as otherwise set forth hereinWith the consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes, the Issuer, the Guarantors and the Trustee may enter into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Notes Documents or of modifying in any manner the rights of the Holders of the Notes under this Indenture, including the definitions herein; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each outstanding Note affected thereby:
(1) change the Stated Maturity of any Note or of 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 maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be amended, supplemented subject to redemption or otherwise modified reduce the Redemption Price therefor; provided that the notice period for redemption of Notes may be reduced to not less than three (3) Business Days with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with if a purchase of, or tender offer or exchange offer for, Notes) and, subject notice of redemption has not prior thereto been sent to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). However, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:
(1) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions)Holders;
(2) reduce the percentage in aggregate principal amount of or extend the Stated Maturity outstanding Notes, the consent of whose Holders is required for any such Note supplemental indenture, or the consent of whose Holders is required for any waiver (other than of compliance with certain provisions relating to Change of Control this Indenture or certain defaults hereunder and Asset Dispositions)their consequences) provided for in this Indenture;
(3) reduce modify the premium payable obligations of the Issuer to make an Offer to Purchase upon a Change of Control if such modification was done after the redemption occurrence of such Change of Control;
(4) modify any such provision of this Indenture affecting the ranking of the Notes or any Note or change Guarantee in a manner adverse to the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 Holders of the Notes;
(45) make modify any provision specifying requirements to effect waiver of defaults or certain covenants, except to increase any such percentage required for such actions 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 payable in currency other than that stated in such Note;
(5) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;affected thereby; or
(6) make release any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation Guarantees required to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
be maintained under this Indenture (7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount Indenture). The Holders of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of not less than a majority of 90% or 75%, as the case may be, in aggregate principal amount of the outstanding Notes shall be may on behalf of the Holders of all the Notes 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 consent thereto and have been purchased pursuant to an Offer to Purchase which has been made by the Issuer), which default may only be waived in accordance with Section 6.4, or
(b2) any amendment, waiver in respect of a covenant or other modification affects only the rights of the Senior Euro Notes provision hereof which under this Indenture cannot be modified or only the rights of the Senior Dollar Notes, amended without the consent of a majority or 90% or 75%the Holder of each outstanding Note affected, as contemplated in the case may be, in aggregate principal amount first paragraph of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment of any Notes Document. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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.Section 9.2
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 12.02, the Notes Documents Company and the Trustee or, with respect to the Collateral Documents, the Collateral Agent, may be amendedamend or supplement this Indenture (including, supplemented or otherwise modified without limitation, Section 5.10 and ARTICLE 10 hereof), the Note Guarantees, the Notes, and any Collateral Document with the consent of the Majority Holders of at least voting as a majority in principal amount of the Notes then outstanding single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes) ), and, subject to certain exceptionsSection 7.04 and Section 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, Interest or any other amounts due on the Notes, except a payment default resulting from an acceleration that has been rescinded pursuant to Section 7.02) or compliance with any provisions thereof provision of this Indenture, the Note Guarantees, the Notes, and any Collateral Document may be waived with the consent of the Majority Holders of at least voting as a majority in principal amount of the Notes then outstanding single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). HoweverAfter an amendment, supplement or waiver under this Section becomes effective, the Company shall deliver to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the 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, Notes, Note Guarantees, or Collateral Document or waiver. Subject to Section 7.04 and Section 7.07 hereof, the Majority Holders voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes, the Note Guarantees, or any Collateral Document. Notwithstanding anything in this Indenture to the contrary, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Noteseach Holder affected, an amendment or waiver under this Section 12.02 may not, not (with respect to any Notes held by a non-consenting Holder:):
(1a) reduce the stated Principal Amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the Principal of, Redemption Price of, Interest, premium, or any other amounts due hereunder 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 above with respect to Section 5.10 and ARTICLE 10 hereof;
(c) reduce the rate of or extend change the stated time for payment of interest Interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5d) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to in the nonpayment payment of principal, premium Principal of or interest or Additional Amountspremium, if any, Interest or any other amounts due on the Notes (except pursuant to a rescission of acceleration of the Notes by the Majority Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such accelerationacceleration pursuant to Section 7.02);
(9e) make any Note payable in money or currency other than that stated in the Notes;
(f) 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 or Interest or premium, if any, or any other amounts due on the Notes;
(g) make any change in Section 7.04 or Section 7.07 hereof or in the amendment and waiver provisions of Section 12.01 or this Section 12.02;
(h) impair the right to institute suit for the enforcement of any payment on or with respect to, or conversion of, any Note;
(i) modify the Company’s obligation to purchase Notes at the option of Holders or the Company’s right to redeem the Notes, in a manner adverse to the Holders;
(j) make any change that adversely affects the repurchase option of Holders upon a Fundamental Change;
(k) reduce the percentage in aggregate Principal Amount of Notes outstanding necessary to modify or amend this Indenture or to waive any past default;
(l) modify any provision of this Indenture or the Notes, the Note Guarantees, or any Collateral Document requiring notice to the Trustee in any manner adverse to Holders;
(m) reduce the quorum or voting requirements under this Indenture;
(n) modify in any manner the calculation of the Interest Make-Whole Payment or Qualifying Fundamental Change Payment; or
(o) change the ranking of the Notes in a manner adverse to the Holders;
(p) release any Collateral from the Liens of any Collateral Documents except as contemplated by the Collateral Documents and this Indenture;
(q) adversely affect the conversion rights of the Holders of the Notes set forth in ARTICLE 10 hereof; or
(r) release any Guarantor from any of its obligations under its Notes Note Guarantee or this Indenture, except in accordance with the terms of this Indenture and Indenture. Upon the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights request of the NotesCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the consent filing with the Trustee of a majority of 90% or 75%, as evidence satisfactory to the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar NotesTrustee and/or Collateral Agent, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary holding the applicable percentage of Notes as aforesaid, and upon receipt by the Trustee and/or Collateral Agent, as applicable, of the documents described in Section 12.06 hereof, the Trustee shall join with the Company in the execution of such amended or supplemental Indenture, the Notes, Note Guarantees, or Collateral Document 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 12.02 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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 tenderthereof.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth herein, the Notes Documents may be amended, supplemented or otherwise modified with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with With the consent of the Holders of at least not less than a majority in aggregate principal amount of the outstanding Notes, the Issuer, the Guarantors, the Trustee and the Notes then outstanding Collateral Agent may enter into an indenture or indentures supplemental to this Indenture (together with the other consents required thereby) and may amend the Security Documents and the Intercreditor Agreement, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes, the Security Documents or the Intercreditor Agreement or of modifying in any manner the rights of the Holders of the Notes under this Indenture, the Notes, the Security Documents or the Intercreditor Agreement, including consents obtained in connection with a purchase ofthe definitions herein; provided, however, that no such supplemental indenture, modification or tender offer or exchange offer for, Notes). Howeveramendment shall, without the consent of Holders holding not less than 90% (or, in the case Holder of clause (9) below, 75%) of the then each outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting HolderNote affected thereby:
(1) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend change the Stated Maturity of any such Note (other than provisions relating to Change or of Control and Asset Dispositions);
(3) 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 upon thereon, or reduce the redemption amount that would be due and payable on acceleration of the maturity thereof, or change, or the coin or currency in which, any such Note or change the time at which any such Note may be redeemedpremium or interest thereon is payable, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) or impair the right of any Holder to institute suit for the enforcement of any such payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor;,
(62) reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture or amendment, 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 Asset Sale, as applicable,
(4) (a) make any change in Section 4.15 the Notes, this Indenture, the Note Guarantees, the Intercreditor Agreement or the other Security Documents (i) modifying the application of proceeds of the Collateral in a manner that would adversely affects affect the rights of Holders hereunder or thereunder, (ii) that would adversely alter the priority and/or the security interests of the Notes Collateral Agent on behalf of any Holders in the Collateral (including with respect to any other Notes) or (iii) that would subordinate, in right of payment, any Holder Notes or the Note Guarantees of the Guarantors to any other Debt of the Company or such Notes in Guarantors, including any material respect other Notes; or amends (b) amend the terms penultimate paragraph of such Notes in a way that would result in a loss of an exemption from Section 4.9.
(5) modify any of the Taxes described thereunder provisions of this paragraph or an exemption from provisions relating to waiver of defaults or certain covenants, except to increase any obligation such percentage required for such actions or to withhold provide that certain other provisions of this Indenture cannot be modified or deduct Taxes so described thereunder unless waived without the applicable Payor agrees to pay Additional Amountsconsent of the Holder of each outstanding Note affected thereby, if any, in respect thereof;or
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(96) release any Guarantor from any of its obligations Guarantees required to be maintained under its Notes Guarantee or this Indenture, except Indenture (other than in accordance with the terms of this Indenture and Indenture) or release all or substantially all of the Collateral from the Liens securing the Notes (other than in accordance with the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The It is not necessary for the consent of the Holders is not necessary of Notes under this Indenture Section 9.2 to approve the particular form of any proposed amendment of any Notes Document. It amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof. The Holders of not less than a majority in aggregate principal amount of the proposed amendment. A consent to outstanding Notes may on behalf of the Holders of all the Notes waive any amendment or waiver past default under this Indenture and its consequences, except a default:
(1) in any payment in respect of the principal of, and premium, if any, on, 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 any Holder given the Issuer), or
(2) in connection with respect of a tender of such Holder’s Notes will covenant or provision hereof which under this Indenture cannot be rendered invalid by such tendermodified or amended without the consent of the Holder of each outstanding Note affected.
Appears in 1 contract
Samples: Indenture (LiveWatch Security, LLC)
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 7.02, this Indenture or the Notes Documents may be amended, supplemented modified or otherwise modified with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase ofsupplemented, or tender offer or exchange offer for, Notes) and, subject to certain exceptionsSections 4.04 and 4.07, noncompliance in any default or compliance particular instance with any provisions thereof provision of this Indenture or the Notes may be waived waived, in each case (i) with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes then outstanding or (including consents obtained in connection with ii) by the adoption of a purchase of, or tender offer or exchange offer for, Notes). However, without the consent resolution at a meeting of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding Notes at which a quorum (as prescribed in Section 8.04) is present, by the Holders of a majority in aggregate principal amount of the Notesoutstanding Notes represented at such meeting. Without the written consent or the affirmative vote of each Holder so affected, an amendment amendment, modification or waiver under this Section 7.02 may not, with respect to any Notes held by a non-consenting Holder:
(1a) reduce change the stated rate maturity of the principal of, or extend the stated time for payment any installment of interest on (including Additional Interest, if any) on, any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(2b) reduce the principal of amount of, or extend the Stated Maturity of premium, if any, or interest (including Additional Interest, if any) on, any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5c) change the currency of payment of principal of, premium, if any, or interest (including Additional Interest, if any) on, any Note;
(d) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, in or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates thereforwith respect to any Note;
(6e) make any change in Section 4.15 that adversely affects modify the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any obligations of the Taxes described thereunder Company to maintain an office or an exemption from any obligation agency in the Borough of Manhattan in the City of New York pursuant to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereofSection 9.02;
(7f) release all amend the Designated Event Repurchase Right after the occurrence of a Designated Event or substantially all security interests granted for the benefit right to convert any Note in a manner adverse to the Holders; provided, however, that the execution of a supplemental indenture solely to permit a successor Person to assume the Holders in Company's obligations under the Escrow Collateral other than in accordance with Notes shall not be deemed to be adverse to the Escrow Agreement, the Escrow Charge and this IndentureHolders;
(8) waive g) modify the redemption provisions of this Indenture in a Default or Event of Default with respect manner adverse to the nonpayment Holders;
(h) reduce the percentage of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes and outstanding necessary to waive a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or amend or modify this Indenture, except in accordance with the terms to provide that certain other provisions of this Indenture and cannot be modified or waived without the Intercreditor Agreement;consent of the Holder of each outstanding Note affected thereby; or
(10i) reduce the principal amount requirements of Notes whose holders must consent to any amendment, waiver Section 8.04 for quorum or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment tovoting, or deletion of, or actions taken in compliance with, Article 4 reduce the percentage of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the outstanding Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority whose Holders is required for any such supplemental indenture or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, whose Holders is required for any waiver provided for in aggregate principal amount of the unaffected series of Notes this Indenture. It shall not be required to consent thereto). The consent necessary for any Act of the Holders is not necessary of Notes under this Indenture Section 7.02 to approve the particular form of any proposed amendment of any Notes Document. It is proposal supplemental indenture, but it shall be sufficient if such consent approves Act shall approve the substance of the proposed amendment. A consent to any amendment 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 tenderthereof.
Appears in 1 contract
Samples: Indenture (Lecroy Corp)
With Consent of Holders of Notes. Except as otherwise set forth herein, the Notes Documents may be amended, supplemented or otherwise modified with With the consent of the Holders of at least not less than a majority in aggregate principal amount of the outstanding Notes, the Issuer, the Guarantors and the Trustee may enter into an indenture or indentures supplemental to this Indenture or amend the Guarantees, the Security Documents and the Intercreditor Agreement (together with the other consents required thereby) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Notes then or of modifying in any manner the rights of the Holders of the Notes under this Indenture, including the definitions herein; provided, however, that no such supplemental indenture or amendment shall, without the consent of the Holder of each outstanding Note affected thereby:
(including consents obtained 1) change the Stated Maturity of any Note or of any installment of interest on any Note, or reduce the amount payable in connection 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 maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the redemption price therefor,
(2) reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture or amendment, 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 Issuer to make Offers to Purchase upon a purchase 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 Asset Sale, as applicable,
(4) subordinate, in right of payment, the Notes to any other Debt of the Issuer,
(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 certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby, or
(6) release any Guarantees required to be maintained under this Indenture (other than in accordance with the terms of this Indenture). In addition, any amendment to, or waiver of, the provisions of this Indenture or tender offer any Security Document that has the effect of releasing all or exchange offer for, Notes) and, subject substantially all of the Collateral from the Liens securing the Notes or otherwise modify the Intercreditor Agreement in any manner adverse in any material respect to certain exceptions, any default or compliance with any provisions thereof may be waived with the Holders of the Notes will require the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). However, without the consent of Holders holding not less than 90662/4% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:
(1) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights then outstanding. The Holders of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of not less than a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro outstanding Notes may on behalf of the Holders of all the Notes waive any past default under this Indenture and its consequences, except a default:
(1) in any payment in respect of the principal of (or Senior Dollar Notespremium, as applicable, shall be if any) or interest on any Notes (including any Note which is required to consent thereto have been purchased pursuant to an Offer to Purchase which has been made by the Issuer), or
(and 2) in such case, respect of a covenant or provision hereof which under this Indenture cannot be modified or amended without the consent of a majority the Holder of 90each outstanding Note affected (or cannot be modified or amended without the consent of Holders of at least 662/3% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes Notes). It shall not be required to consent thereto). The necessary for the consent of the Holders is not necessary under this Indenture Section 9.2 to approve the particular form of any proposed amendment of any Notes Documentamendment, supplement or waiver. It is shall be sufficient if such consent approves the substance of the proposed amendmentthereof. A consent to any amendment 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.
Appears in 1 contract
Samples: Indenture (American Woodmark Corp)
With Consent of Holders of Notes. Except as otherwise set forth herein(a) The Indenture Documents, the Notes Security Documents or the Intercreditor Agreement may be amendedamended or supplemented with the consent of the Holders of a majority in principal amount of the Notes then outstanding and any past default or noncompliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding, supplemented and any existing Default or otherwise modified Event of Default or compliance with any provision of the Indenture Documents, the Security Documents or the Intercreditor Agreement may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes; provided, however, that (a) without the consent of each Holder of an outstanding Note affected, no amendment, supplement or waiver may (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, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or extend the Stated Maturity of any Note, (iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed pursuant to Section 3.07 hereof, (v) make any Note payable in money other than that stated in the Note, (vi) make any change to the provision which protects the right of any Holder of the Notes to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, or (vii) make any change in the amendment provisions which require each Holder’s consent or in the waiver provisions; and (b) except as described in Section 10.04 hereof without the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained outstanding, no amendment may release any Subsidiary Guarantor from its obligation under its Subsidiary Guarantee or change any Subsidiary Guarantee in connection with any manner that materially adversely affects the rights of any Holder of Notes under such Subsidiary Guarantee. The Company may, but shall not be obligated to, fix a purchase ofrecord date for the purpose of determining the Persons entitled to consent to any amendments to the Indenture Documents, the Security Documents or the Intercreditor Agreement. If a record date is fixed, the Holders on such record date, or tender offer their duly designated proxies, and only such Persons, shall be entitled to consent to such amendments, whether or exchange offer for, Notes) and, subject 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 certain exceptionsthe date which is 90 days after such record date, any default or compliance with such consent previously given shall automatically and without further action by any provisions thereof may Holder be waived with the cancelled and of no further effect.
(b) The consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). However, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:
(1) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment of any Notes Documentamendment. It is sufficient if such consent approves the substance of the proposed amendment.
(c) After an amendment under this Indenture becomes effective, the Company shall mail to Holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all Holders of the Notes, or any defect therein, will not impair or affect the validity of the amendment.
(d) A consent to any amendment or waiver under this Indenture by any Holder of Notes given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth herein, the Notes Documents may be amended, supplemented or otherwise modified with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with With the consent of the Holders of at least not less than a majority in aggregate principal amount of the Notes then outstanding (Notes, the Company, the Guarantors, if any, and the Trustee may enter into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders under this Indenture, including consents obtained in connection with a purchase ofthe definitions herein; provided, or tender offer or exchange offer forhowever, Notes). Howeverthat no such supplemental indenture shall, without the consent of Holders holding not less than 90% (or, in the case Holder of clause (9) below, 75%) of the then each outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting HolderNote affected thereby:
(1) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend change the Stated Maturity of any such Note (other than provisions relating to Change or of Control and Asset Dispositions);
(3) 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 upon thereon, or reduce the redemption amount that would be due and payable on acceleration of any such Note the maturity thereof, or change the time at which place of payment where, or the coin or currency in which, any such Note may be redeemedor any premium or interest thereon is payable, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) or impair the right of any Holder to institute suit for the enforcement of any such payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefore,
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(102) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, percentage in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar 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 a Change of Control Offer or an Offer to Purchase if such modification was done after the occurrence of a Change of Control or Asset Sale as applicable,
(4) subordinate, in right of payment, the Notes to any other Debt of the Company, or
(5) modify any of the provisions of this paragraph or provisions relating to waiver of defaults or covenants that cannot be amended or waived without the consent of each holder affected thereby, except to increase any such percentage required for such actions 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. The Holders of not less than a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro outstanding Notes may on behalf of the Holders of all the Notes waive any past default under this Indenture and its consequences, except a default:
(1) in any payment in respect of the principal of (or Senior Dollar Notespremium, as applicable, shall be if any) or interest on any Notes (including any Note which is required to consent thereto have been purchased pursuant to a Change of Control Offer or an Offer to Purchase which has been made by the Company), or
(and 2) in such case, respect of a covenant or provision hereof which under this Indenture cannot be modified or amended without the consent of a majority the Holder of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment of any Notes Document. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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 tendereach outstanding Note affected.
Appears in 1 contract
Samples: Indenture (American Pacific Corp)
With Consent of Holders of Notes. Except as otherwise set forth herein, the Notes Documents may be amended, supplemented or otherwise modified with With the consent of the Holders of at least not less than a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) and), subject to certain exceptionsthe Issuer, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes or any default Subsidiary Guarantees or waive any existing Default or Event of Default or compliance with any provisions thereof may be waived with provision of this Indenture or the Notes; provided, however, that no such amendment, supplement or waiver shall, without the consent of the Holders Holder of at least a majority in principal amount of the Notes then each outstanding Note affected thereby (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). However, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:):
(1) reduce change the stated rate Stated Maturity of the principal of, or extend the stated time for payment any installment of interest on on, any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(2) reduce the principal of amount of, (or extend the Stated Maturity of premium) or interest on, any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(3) reduce the premium payable upon the redemption of any such Note or change the time at which place or currency of payment of principal of (or premium), or interest on, any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the NotesNote;
(4) make (i) modify, in any such Note payable in currency other than that stated in such Note;
(5) impair manner adverse to the Holders of the Notes, the right of any Holder to institute suit for the enforcement of any payment of principal ofof (or, premium) or interest on or with respect to any Note when due, or interest (ii) waive any payment in respect thereof except a default in payment arising solely from an acceleration of the Notes that has been rescinded;
(5) modify any provisions of this Indenture relating to the modification and amendment of this Indenture or Additional Amounts, if any, on such the waiver of past defaults or covenants which require each Holder’s Notes on or after the due dates thereforconsent;
(6) make amend any change in Section 4.15 that adversely affects provisions relating to the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any redemption of the Taxes Notes (other than notice provisions) to reduce the premium payable or change the dates on which the Notes may be redeemed, it being understood that for the avoidance of doubt, the provisions described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereofunder Section 4.10 and Section 4.13 shall not be covered by this clause (6);
(7) release all or substantially all security interests granted for modify the benefit of the Holders Subsidiary Guarantees in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect any manner adverse to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this IndentureHolders, except in accordance with this Indenture; or
(8) modify any of the terms provisions of this Indenture and adversely affecting the Intercreditor Agreement;
(10) reduce the principal amount ranking of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes It shall not be required to consent thereto). The necessary for the consent of the Holders is not necessary under this Indenture Section 9.2 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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 tenderthereof.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth herein, the Notes Documents may be amended, supplemented or otherwise modified with (a) With the consent of the Holders of at least not less than a majority in principal amount of the Outstanding Notes, by act of said Holders delivered to the Issuer and the Trustee, the Issuer, any Guarantor (with respect to any Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes then outstanding for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions or of modifying in any manner the rights of the Holders hereunder or thereunder (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) and, subject to certain exceptions, and any default existing Default or Event of Default or compliance with any provisions thereof provision of this Indenture, the Notes and any related Guarantee may be waived with the consent of the Holders of at least not less than a majority in principal amount of the Outstanding Notes, other than Notes then outstanding beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of, of or tender offer or exchange offer for, for Notes). However; provided that, without the consent of Holders holding not less than 90% (orthe Holder of each Outstanding Note affected thereby, in the case of clause (9) belowno such amendment, 75%) of the then outstanding principal amount of the Notes, an amendment supplement or waiver may notshall, with respect to any Notes held by a non-consenting Holder:
(1) reduce the stated rate principal amount of the Notes whose Holders must consent to an amendment, supplement or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions)waiver;
(2) reduce the principal of or extend change the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) or reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 redeemed pursuant to Section 3.07;
(3) reduce the rate of or change the Notestime for payment of interest on any Note;
(4) make any such Note payable in currency other than that stated in such Note;
(5) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to in the nonpayment payment of principalprincipal of or premium, premium if any, or interest or Additional Amountson the Notes issued under this Indenture, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such 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 of the Notes;
(95) release make any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except Note payable in accordance with money other than that stated in the terms of this Indenture and the Intercreditor AgreementNotes;
(106) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in Section 6.08 or the amendment rights of Holders of the Notes to receive payments of principal of or waiver provisions which require premium, if any, or interest on the Holders’ consent pursuant Notes;
(7) make any changes to this Section 9.02. For ;
(8) impair the avoidance right of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders Holder to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment of any Notes Document. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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 on or after the due dates thereto or to institute suit for the enforcement of any payment on or with respect to such tenderHolder’s Notes; or
(9) make any change to or modify the ranking of any Note or related Guarantee that would adversely affect the Holders of the Notes.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth hereinThe Issuer, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes Documents may be amended, supplemented or otherwise modified any amended or supplemental indenture with respect to any series of Notes with the written consent of Holders the holders of at least a majority in principal amount of the Notes of such series then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) ), and, subject to certain exceptionsSections 6.7 and 6.10, any default existing Default or Event of Default and its consequences or compliance with any provisions thereof of this Indenture or the Notes with respect to any series of Notes may be waived with the consent of the Holders holders of at least a majority in excess of 50% of the principal amount of such series of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). However, without the consent of Holders holding not less than 90% (oreach holder of an outstanding Note affected, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Notes, an no amendment or waiver may not, with respect to any Notes held by a non-consenting Holdermay:
(1) reduce the amount of Notes whose holders must consent to an amendment;
(2) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(23) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(34) reduce the premium payable upon the redemption or repurchase of any such Note or change the time at which any such Note may be redeemed, in each case redeemed or repurchased as described under paragraphs 5 in Paragraphs 7 and 6 8 of the NotesNotes and Sections 4.9 and 4.14 hereof or any similar provision, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise;
(45) make any such Note payable in currency money other than that stated in such the Note;
(56) impair the right of any Holder holder of the Notes to receive payment of premium, if any, Additional Amounts, if any, principal of and interest on such holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of with respect to such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereofholder’s Notes;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Subsidiary Guarantor from any of its obligations under its Notes the Subsidiary Guarantee or this Indenture, except in accordance with this Indenture;
(8) directly or indirectly release the pledges except as permitted by the terms of this Indenture and the Intercreditor Agreement;Security Documents; or
(109) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights each holder of the NotesNotes or in the waiver provisions. Upon the request of the Issuer, accompanied by 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 a majority of 90% or 75%, as the case may be, in aggregate principal amount holders of the Notes shall be required to consent thereto as aforesaid, and (b) any amendment, waiver or other modification affects only upon receipt by the rights Trustee of the Senior Euro Notes documents described in Section 9.5, the Trustee shall join with the Issuer and the Subsidiary Guarantors in the execution of such amended or only supplemental indenture unless such amended or supplemental indenture adversely affects the rights of Trustee’s own rights, duties or immunities hereunder or otherwise, in which case the Senior Dollar NotesTrustee 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 a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary holders under this Indenture Section 9.2 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Indenture by any Holder given in connection Section 9.2 becomes effective, the Issuer shall mail to the holders of the Notes (with a tender copy to the Trustee) a notice briefly describing the amendment, supplement or waiver. However, the failure to give such notice to all holders of the Notes, or any defect therein, will not in any way impair or affect the validity of such Holder’s amended or supplemented indenture or waiver. In addition, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require, the Issuer will not publish notice of any amendment, supplement and waiver in The Grand Duchy of Luxembourg in a daily newspaper with general circulation in The Grand Duchy of Luxembourg (which is expected to be rendered invalid by such tenderthe Luxemburger Wort).
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth herein, the Notes Documents may be amended, supplemented or otherwise modified with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with With the consent of the Holders of at least not less than a majority in aggregate principal amount of the outstanding Notes, the Company, the Guarantors, if any, and the Trustee may amend or supplement this Indenture and the Notes then outstanding (for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Notes or of modifying in any manner the rights of the Holders under this Indenture or the Notes, including consents obtained in connection with a purchase ofthe definitions herein; provided, however, that no such amendment or tender offer or exchange offer for, Notes). Howeversupplement shall, without the consent of Holders holding not less than 90% (or, in the case Holder of clause (9) below, 75%) of the then each outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting HolderNote affected thereby:
(1) reduce the stated rate principal amount of Notes issued thereunder whose Holders must consent to an amendment, supplement or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions)waiver;
(2) reduce the principal of or extend change the Stated Maturity fixed maturity of any Note or alter the provisions with respect to the redemption of such Note Notes issued thereunder (other than provisions relating to Change of Control Sections 3.9, 4.10 and Asset Dispositions4.14 except as set forth in clause (10) below);
(3) reduce the premium payable upon the redemption rate of any such Note or change the time at which for payment of interest on any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notesissued thereunder;
(4) make any such Note payable waive a Default or Event of Default in currency other than that stated in such Note;
(5) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreementpremium on, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any Notes issued thereunder (except pursuant to a rescission of acceleration of the such Notes issued thereunder by the Holders holders of at least a majority in aggregate principal amount of such Notes issued thereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration);
(95) release make any Guarantor from Note payable in money other than that stated in the Notes;
(6) make any of its obligations under its Notes Guarantee or this Indenture, except change in accordance with the terms provisions of this Indenture and relating to waivers of past Defaults or the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders of Notes to receive payment payments of principal of, or interest or premium on, such Notes issued thereunder or impair the right of any holder of Notes to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;
(7) waive a redemption payment with respect to any Note issued thereunder (other than a payment required by Sections 3.9, 4.10 and 4.14 except as set forth in clause (10) below);
(8) make any change in the ranking or priority provisions of any Note that would adversely affect the Holders of such Notes;
(9) modify the Guarantees in any manner adverse to the Holders of the Notes;
(10) amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred or make and consummate an Asset Sale Offer in respect of an Asset Sale that has been consummated after a requirement to make an Asset Sale Offer has arisen; or
(11) make any change in the preceding amendment and waiver provisions. The Holders of not less than a majority in principal amount of the outstanding Notes may on behalf of the Holders of all the Notes 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 Company), on the Notes. Notwithstanding the foregoing, if or
(a2) any amendment, waiver in respect of a covenant or other modification affects the rights of the Notes, provision hereof which under this Indenture cannot be modified or amended without the consent of a majority the Holder of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes each outstanding Note affected. It shall not be required to consent thereto). The necessary for the consent of the Holders is not necessary of Notes under this Indenture Section 9.2 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Section 9.2 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the 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 by any Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tenderor waiver.
Appears in 1 contract
Samples: Indenture (VWR Corp)
With Consent of Holders of Notes. Except as otherwise set forth hereinThe Company, eircom and the Trustee may amend or supplement this Indenture, the Notes Documents may be amended, supplemented or otherwise modified any amended or supplemental indenture with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.7 and 6.10, any existing Default or Event of Default and its consequences or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). However, without the consent of Holders holding not less than 90% (oreach holder of an outstanding Senior Note affected, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Notes, an no amendment or waiver may not, with respect to any Notes held by a non-consenting Holdermay:
(1) reduce the amount of Senior Notes whose holders must consent to an amendment;
(2) reduce the stated rate of or extend the stated time for payment of interest or Additional Amounts on any such Note (other than provisions relating to Change of Control and Asset Dispositions)Senior Note;
(23) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions)Senior Note;
(34) reduce the premium payable upon the redemption of any such Senior Note or change the time at which any such Senior Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(45) make any such Senior Note payable in currency money other than that stated in such the Senior Note;
(56) impair the right of any Holder holder to receive payment of principal of and interest on such holder’s Senior Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates thereforwith respect to such holder’s Senior Notes;
(67) make any change in Section 4.15 that adversely affects the right rights of any Holder of such Senior Notes in any material respect or amends the terms of such Senior Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Note Guarantor from any of its obligations under its Notes any Additional Note Guarantee or this Indenture, as applicable, except in accordance with the terms of this Indenture and the Intercreditor Agreement;Indenture; or
(109) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require each holder’s consent described in this sentence. Upon the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights request of the NotesCompany, accompanied by a Board Resolution authorizing the consent execution of a majority any such amended or supplemental indenture, and upon the filing with the Trustee of 90% or 75%, as evidence reasonably satisfactory to the case may be, in aggregate principal amount Trustee of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is of Notes as aforesaid, the Trustee shall join with the Company, eircom and any Note Guarantor in the execution of such amended or supplemental indenture unless such amended or supplemental indenture adversely affects the Trustee’s own rights, duties or immunities hereunder 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 Indenture Section 9.2 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed amendmentthereof. A consent to any amendment or waiver under this Indenture by any Holder holder of Senior Notes given in connection with a tender of such Holderholder’s Senior Notes will not be rendered invalid by such tender. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders of Notes a notice briefly describing the amendment, supplement or waiver. In addition, for so long as the Notes are listed on the Luxembourg Stock Exchange and/or the Irish Stock Exchange and the rules of such stock exchanges so require, the Company will publish notice of any amendment, supplement and waiver in Luxembourg in a daily newspaper with general circulation in Luxembourg (which is expected to be the Luxemburger Wort) and Dublin (which is expected to be the Irish Times). In addition (if and so long as the Notes are listed on the Irish Stock Exchange and the rules of such stock exchange shall so require) copies of all notices transmitted to Holders shall be delivered to the Companies Announcement Office of the Irish Stock Exchange. Any failure of the Company to mail or give or publish 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.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 9.02, the Notes Documents may be amended, supplemented or otherwise modified with the consent of Holders of at least a majority in principal amount of the Notes outstanding can, with respect to the Notes then outstanding outstanding:
(including consents a) consent to any amendment or supplement to the Indenture with respect to the Notes; and
(b) waive any existing default under, or the compliance with any provisions of, this Indenture or the Notes. Consents and waivers obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) andthe Notes shall be included for purposes of the previous sentence. Subject to Section 9.06, subject upon the request of the Company accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the Guarantor in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to certain exceptions, make any default or compliance with any provisions thereof further appropriate agreements and stipulations that may be waived with therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for the consent of the Holders of at least a majority in principal amount 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 Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes)substance thereof. However, without Without the consent of Holders holding not less than 90% (or, in the case each Holder of clause (9) below, 75%) of the then outstanding principal amount of the NotesNotes affected, an amendment or waiver may not, under this Section 9.02 with respect to any Notes held by a non-consenting HolderHolder may not:
(1a) reduce the stated principal amount of the Notes;
(b) change the fixed maturity of the Notes or alter the provisions with respect to the redemption of the Notes, but not any required repurchase in connection with an Asset Sale Offer or Change of Control Offer, of the Notes;
(c) reduce the rate or change the method of calculating the interest rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4d) make any such Note payable in currency other than that stated in such Note;
(5) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default in the payment of principal of or premium with respect to the nonpayment of principalNotes, premium if any, or interest on, or Additional AmountsInterest, if any (except pursuant any, with respect to the Notes, excluding a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such the Notes and a waiver of the payment default that resulted from such acceleration;
(9e) release make the Notes payable in money other than that stated in the Notes;
(f) make any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except change in accordance with the terms provisions of this Indenture and relating to waivers of past Defaults or the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders of the Notes to receive payment payments of principal of, or interest of or premium, if any, on or interest on, or Additional Interest, if any, with respect to the Notes. Notwithstanding ;
(g) waive a redemption payment, but not any payment upon a required repurchase in connection with an Asset Sale Offer or Change of Control Offer, with respect to the foregoing, if Notes;
(ah) make any amendment, waiver or other modification affects change in this Article 9; or
(i) modify the rights Parent Guarantee in any manner adverse to the Holders of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment of any Notes Document. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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.
Appears in 1 contract
Samples: Indenture (Sba Communications Corp)
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 9.02, the Notes Documents Issuer, any Guarantor, the Trustee and the First Lien Collateral Agent may be amendedamend or supplement this Indenture, supplemented or otherwise modified with the consent of Holders of at least a majority Intercreditor Agreement (if then in principal amount of effect), the Security Documents, any Guarantee and the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding other than Notes beneficially owned by the Issuer or its Affiliates, and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (including consents obtained other than a continuing Default in connection with a purchase the payment of interest on, premium, if any, or the principal of, any Note, except a payment default resulting from an acceleration that has been rescinded) or tender offer compliance with any provision of this Indenture, the Intercreditor Agreement, the Security Documents or exchange offer for, Notes). However, without the Notes issued hereunder may be waived with the consent of the Holders holding not less than 90% (or, of a majority in the case of clause (9) below, 75%) principal amount of the then outstanding principal amount Notes, other than Notes beneficially owned by the Issuer or its Affiliates. Sections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. 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. It is sufficient if such consent approves the substance of the proposed amendment. Without the consent of each affected Holder of Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:
(1) reduce the stated rate principal amount of Notes whose Holders must consent to an amendment, supplement or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions)waiver;
(2) reduce the principal amount of or extend change the Stated Maturity fixed final maturity of any such Note or alter or waive the provisions with respect to the redemption of Notes (other than provisions relating than, in each case, with respect to Change the notice periods with respect to such redemptions), it being understood that, for the avoidance of Control and Asset Dispositions)doubt, the Springing Maturity Condition may be waived, amended or deleted by Holders of a majority of the Notes;
(3) reduce the premium payable upon the redemption rate of any such Note or change the time at which for payment of interest on any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the NotesNote;
(4) make any such Note payable waive a Default in currency other than that stated in such Note;
(5) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, of or interest or Additional Amountspremium, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amountson the Notes, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such the Notes (other than those held by the Issuer or any of its Affiliates) 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 that cannot be amended or modified without the consent of all Holders;
(95) release make any Guarantor from Note payable in money other than that stated therein;
(6) make any of its obligations under its Notes Guarantee or this Indenture, except change in accordance with the terms provisions of this Indenture and relating to waivers of past Defaults or the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment payments of principal of, or interest of or premium, if any, or interest on the Notes. Notwithstanding Notes (other than, in each case, with respect to the foregoingnotice periods with respect to redemptions), if (a) any amendmentit being understood that, waiver or other modification affects for the rights avoidance of the Notesdoubt, the consent Springing Maturity Condition may be waived, amended or deleted by Holders of a majority of 90% the Notes;
(7) make any change in these amendment and waiver provisions as it relates to the Notes;
(8) impair the right of any Holder to institute suit for the enforcement of any payment on or 75%with respect to such Xxxxxx’s Notes, it being understood that, for the avoidance of doubt, the Springing Maturity Condition may be waived, amended or deleted by Holders of a majority of the Notes;
(9) make any change to or modify the ranking of the Notes that would adversely affect the Holders;
(10) except as expressly permitted by this Indenture, modify the case may beterms of the Guarantees of any Significant Subsidiary or Parent in any manner adverse to the Holders of the Notes; or
(11) make any change to the provisions of this Indenture, the Intercreditor Agreement (if then in effect) or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect of the Notes required thereby in a manner that by its terms modifies the application of such proceeds in respect of the Notes required thereby to be on a less than pro rata basis to the holder of such Note. In addition, any amendment or supplement to, or waiver of, the provisions of this Indenture, the Intercreditor Agreement (if then in effect), the Security Documents, any Guarantee or the Notes that has the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes Obligations will require the consent of the holders of at least sixty-six and two-thirds percent of the aggregate outstanding principal amount of the Notes shall (other than those held by the Issuer or any of its Affiliates) (and the same will be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in reduce such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent theretovoting requirement). The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment of any Notes Document. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth hereinThe Issuer, the Notes Documents Guarantors and the Trustee and/or Collateral Agent (as applicable) may be amendedamend or supplement this Indenture, supplemented the Notes, the Guarantees, the Collateral Documents, the First Lien Intercreditor Agreement and any Junior Lien Intercreditor Agreement or otherwise modified any amended or supplemental indenture or any amendment or supplement to the Notes, the Guarantees, any Collateral Document, the First Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement with the written consent of the Holders of at least a majority in of the aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, an exchange offer or tender offer or exchange offer forfor the Notes), Notes) and, subject to certain exceptions, and any default existing Default and its consequences or compliance with any provisions thereof provision of this Indenture, the Notes, any Collateral Document, the First Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement may be waived with the consent of the Holders of at least a majority in of the aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, an exchange offer or tender offer or exchange offer for, for the Notes). HoweverNotwithstanding the foregoing, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Noteseach Holder affected, an amendment or waiver may not, not (with respect to any Notes held by a non-non- consenting Holder:):
(1a) reduce the stated aggregate principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than as provided in clause (h) below);
(c) reduce the rate of or extend change the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5d) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to in the nonpayment payment of principalprincipal of or premium, premium if any, or interest or Additional Amounts, if any on the Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(9e) make any Note payable in money other than that stated in the Notes;
(f) make any change in the provisions hereof relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or interest on the Notes;
(g) waive a redemption payment or mandatory redemption with respect to any Note (other than as provided in clause (h) below);
(h) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in the event of a Change of Control after such Change of Control has occurred;
(i) release any Guarantor from any all or substantially all of its obligations under its Notes Guarantee or this Indenture, except the Guarantees of the Guarantors other than in accordance with the terms of this Indenture and the Intercreditor AgreementArticle 10;
(10j) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the foregoing amendment and waiver provisions;
(k) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes or the Guarantees; or
(l) subordinate the payment of the Notes or Guarantees to any other obligation of the Issuers or the Guarantors. Upon the request of the Issuer accompanied by a resolution of the Board of Directors of the Issuer and a resolution of the Board of Directors of each Guarantor, 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 Sections 7.02, 9.06 and 11.04 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture or amended or supplemental indenture or any amendment or waiver provisions which require the Holders’ consent pursuant supplement to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% Guarantees, any Collateral Document, the First Lien Intercreditor Agreement or 75%, as any Junior Lien Intercreditor Agreement unless such amended or supplemental indenture or amendment or supplement to the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority Guarantees, any Collateral Document, the First Lien Intercreditor Agreement or 90% any Junior Lien Intercreditor Agreement affects the Trustee’s own rights, duties or 75%, as the case may beimmunities under this Indenture or otherwise, in aggregate principal amount of which case the Senior Euro Notes or Senior Dollar NotesTrustee may in its discretion, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes but shall not be required obligated to, enter into such amended or supplemental indenture or such amendment or supplement to consent thereto)the Notes, the Guarantees, any Collateral Document, the First Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement. The It shall not be necessary for the consent of the Holders is not necessary of Notes under this Indenture Section 9.02 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. 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 of the Notes. Notwithstanding the foregoing, without the consent of holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may (i) release all or substantially all of the Collateral from the Liens securing the Notes Obligations created by the Collateral Documents or (ii) change or alter the priority of the Liens securing the Notes Obligations created by the Collateral Documents in any Holder given manner adverse to the holders of the Notes or (iii) make any change in connection the First Lien Intercreditor Agreement, Junior Lien Intercreditor Agreement or in the provisions of this Indenture or any Collateral Document dealing with a tender the application of such Holder’s Notes will not be rendered invalid by such tenderproceeds of the Collateral that would materially adversely affect the Holders or alter the priority of the security interests in the Collateral.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth herein, the Notes Documents may be amended, supplemented or otherwise modified with With the consent of the Holders of at least not less than a majority in aggregate principal amount of the outstanding Notes, the Issuers, the Guarantors and the Trustee may enter into an indenture or indentures supplemental to this Indenture or amend the Security Documents and the Intercreditor Agreements (together with the other consents required thereby) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Notes then or of modifying in any manner the rights of the Holders under this Indenture, including the definitions herein; provided, however, that no such supplemental indenture or amendment shall, without the consent of the Holder of each outstanding Note affected thereby:
(including consents obtained 1) change the Stated Maturity of any Note or of any installment of interest on any Note, or reduce the amount payable in connection 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 maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor,
(2) reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture or amendment, 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 Issuers to make Offers to Purchase (a) from the Excess Proceeds of Assets Sales or Excess Loss Proceeds from an Event of Loss if such modification was done after the occurrence of such Asset Sale or Event of Loss, as applicable, or (b) upon a purchase Change of Control if such modification was done after the occurrence of such Change of Control,
(4) subordinate, in right of payment, the Notes to any other Debt of the Issuers,
(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 certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby, or
(6) release any Guarantees required to be maintained under this Indenture (other than in accordance with the terms of this Indenture). In addition, any amendment to, or waiver of, the provisions of this Indenture or tender offer any Security Document that has the effect of releasing all or exchange offer for, Notes) and, subject substantially all of the Collateral from the Liens securing the Notes or otherwise modifying the Intercreditor Agreements in any manner adverse in any material respect to certain exceptions, any default or compliance with any provisions thereof may be waived with the Holders of the Notes will require the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). However, without the consent of Holders holding not less than 9066 2/3% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:
(1) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required then outstanding. In addition, any changes to consent thereto and (b) any amendment, waiver or other modification affects only the rights provisions of the Senior Euro Notes Escrow Agreement relating to the release of Escrow Proceeds or only to making an Escrow Proceeds Offer and that are materially adverse to the rights of the Senior Dollar Notes, Holders will require the consent of a majority or 90the Holders of at least 66 2/3% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent then outstanding. The Holders of not less than a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series outstanding Notes may on behalf of the Holders of all the Notes shall 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 Company), or
(2) in respect of a covenant or provision hereof which under this Indenture cannot be required modified or amended without the consent of the Holder of each outstanding Note affected. Upon the request of an Issuer accompanied by a resolution of 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 consent thereto). The the Trustee of the consent of the Holders is not necessary of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2 hereof, the Trustee shall join with the 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 Article IX to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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 tenderthereof.
Appears in 1 contract
Samples: Indenture (APT Sunshine State LLC)
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 9.2, the Company, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes Documents may be amended, supplemented or otherwise modified and the Subsidiary Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer forfor the Notes), Notes) and, subject to certain exceptionsSections 6.4 and 6.7 hereof, any default 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 or compliance with any provisions thereof provision of this Indenture, the Notes or the Subsidiary Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding Notes (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). In addition, any amendment to the provisions of Article 10 of this Indenture shall require the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding if such amendment would adversely affect the rights of Holders of Notes; provided that, no amendment may be made to the provisions of Article 10 of this Indenture that adversely affects the rights of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative thereof authorized to consent) consent to such change. 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 or any Subsidiary Guarantor with any provision of this Indenture, the Notes or the Subsidiary Guarantees. However, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Noteseach Holder affected, an amendment or waiver may not, not (with respect to any Notes held by a non-consenting Holder:):
(1a) reduce the stated principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (except as provided above with respect to Sections 3.9, 4.10 and 4.13 hereof);
(c) reduce the rate of or extend change the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5d) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to in the nonpayment payment of principal, premium or interest or Additional Amounts, if any principal of the Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such the Notes and a waiver of the payment default that resulted from such acceleration);
(9e) release make any Guarantor from Note payable in money other than that stated in the Notes;
(f) make any of its obligations under its Notes Guarantee or this Indenture, except change in accordance with the terms provisions of this Indenture and relating to waivers of past Defaults or the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders of Notes to receive payment payments of principal of, or interest or premium, if any, or interest on the Notes; or
(g) make any change in the foregoing amendment and waiver provisions. Notwithstanding Upon the foregoing, if (a) any amendment, waiver or other modification affects the rights request of the Notes, Company accompanied by a resolution of the consent Board of a majority Directors of 90% or 75%the Company and each of the Subsidiary Guarantors, as the case may be, in aggregate principal amount 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 Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2 hereof, the Trustee shall join with the Company and the Subsidiary Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture 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 9.2 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Indenture by Section becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any Holder given defect therein, shall not, however, in connection with a tender any way impair or affect the validity of any such Holder’s Notes will not be rendered invalid by such tenderamended or supplemental indenture or waiver.
Appears in 1 contract
Samples: Indenture (Canton Oil & Gas Co)
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 11.2, this Indenture or the Notes Documents may be amended, supplemented modified or otherwise modified supplemented, and noncompliance in any particular instance with any provision of this Indenture or the Notes may be waived, in each case with the written consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent affirmative vote of the Holders of at least a majority in of the principal amount of the Notes then outstanding at the time outstanding. Without the written consent or the affirmative vote of each Holder of Notes affected thereby (including consents obtained in connection with a purchase of, addition to the written consent or tender offer or exchange offer for, Notes). However, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) affirmative vote of the then outstanding holders of at least a majority of the principal amount of the NotesNotes at the time outstanding), an amendment or waiver under this Section 11.2 may not, with respect to any Notes held by a non-consenting Holder:
(1a) reduce change the stated rate maturity of the principal amount of, or extend the stated time for payment date of any installment of interest on or Additional Interest, if any, on, any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(2b) reduce the principal of amount or extend the Stated Maturity of Fundamental Change Purchase Price of, or interest or Additional Interest, if any, on, any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5c) change the currency of payment of the principal amount or Fundamental Change Purchase Price of, or interest or Additional Interest, if any, on, any Note from U.S. Dollars;
(d) impair or adversely affect the rate of accrual of interest or Additional Interest, if any, on any Note, or the manner of calculation thereof;
(e) impair the right of any Holder to institute suit for the enforcement of any payment of principal or with respect to, or conversion of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates thereforany Note;
(6f) make any change modify the Company’s obligation to maintain a Registrar, Paying Agent, Conversion Agent and an office or agency where notices and demands to or upon the Company in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless Notes and this Indenture may be served in the applicable Payor agrees to pay Additional AmountsBorough of Manhattan, if any, in respect thereofNew York City;
(7g) release all impair or substantially all security interests granted for adversely affect the benefit purchase rights of the Holders of the Notes as provided in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this IndentureARTICLE V;
(8) waive a Default h) impair or Event adversely affect the conversion rights of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration Holders of the Notes by the Holders of at least a majority as provided in principal amount of such Notes and a waiver of the payment default that resulted from such accelerationARTICLE XII;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10i) reduce the percentage of the principal amount of the outstanding Notes the written consent or affirmative vote of whose holders must consent to Holders is required for any such amendment, waiver or modification or make any other change in supplement;
(j) reduce the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights percentage of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the outstanding Notes shall be the written consent or affirmative vote of whose Holders is required to consent thereto rescind an acceleration and its consequences or for any waiver of any past Default provided for in this Indenture; or
(bk) waive any amendmentmatter set forth in Section 8.4(a), waiver Section 8.4(b), or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes Section 8.4(c). It shall not be required to consent thereto). The necessary for the consent of the Holders is not necessary under this Indenture Section 11.2 to approve the particular form of any proposed amendment of any Notes Document. It is amendment, but it shall be sufficient if such consent approves the substance of the proposed amendmentthereof. A consent to any After an amendment or waiver under this Indenture by any Section 11.2 becomes effective, the Company shall mail to each Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tendernotice briefly describing the amendment.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 9.02, the Notes Documents Company, the Trustee and the Guarantors, if any, may be amendedamend or supplement this Indenture, supplemented or otherwise modified with the consent of Holders of at least a majority in principal amount of Notes, the Notes then outstanding (including consents obtained in connection with a purchase ofGuarantees, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived the Collateral Agreements and the Intercreditor Agreement with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for the Notes), and, subject to Sections 6.02, 6.04 and 6.07, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). However, without Without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Noteseach Holder affected, an amendment or waiver may not, not (with respect to any Notes held by a non-consenting Holder:):
(1) reduce the stated rate principal amount of Notes whose Holders must consent to an amendment, supplement or extend waiver of any provision of this Indenture, the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions)Notes, the Guarantees, the Collateral Agreements or the Intercreditor Agreement;
(2) reduce the principal rate of or extend change or have the Stated Maturity effect of changing the time for payment of interest, including defaulted interest or Additional Interest, if any, on any such Note (other than provisions relating to Change of Control and Asset Dispositions)Notes;
(3) reduce the premium payable upon principal of or change or have the redemption effect of changing the fixed maturity of any such Note Notes, or change the time at date on which any such Note Notes may be redeemed, in each case as described under paragraphs 5 and 6 of subject to redemption or reduce the NotesRedemption Price therefor;
(4) make any such Note Notes payable in currency money other than that stated in such Notethe Notes;
(5) impair make any change in provisions of this Indenture relating to the right of any each Holder to institute suit for the enforcement of any receive payment of principal ofof or premium, if any, or interest or interest, including Additional AmountsInterest, if any, on such Holder’s Notes Note on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of date thereof or to bring suit to enforce such Notes in any material respect payment, or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the permitting Holders of at least a majority in principal amount of such Notes and a waiver to waive Defaults or Events of the payment default that resulted from such accelerationDefault;
(96) after the Company’s obligation to purchase Notes arises thereunder, amend, change or modify in any material respect 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 a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Change of Control has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto; or
(7) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes or any Guarantee or any Lien created under any Collateral Agreement in a manner that adversely affects the Holders of the Notes;
(8) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Notes Guarantee or this Indenture, except Indenture otherwise than in accordance with the terms of this Indenture or the Intercreditor Agreement;
(9) release all or substantially all of the Collateral other than in accordance with the terms of this Indenture and the Collateral Agreements or the Intercreditor Agreement;
(10) reduce modify or change the principal amount provisions of Notes whose holders must consent this Indenture relating to the eligibility to receive, or the computation of, Additional Amounts in a manner that adversely affects the rights of any amendment, waiver or modification or Holder; or
(11) make any other change in the amendment to Section 9.01 or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For Upon the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights written request of the Notes, the consent of Company accompanied by a majority of 90% or 75%, as the case may be, in aggregate principal amount resolution of the Notes shall be required Board (evidenced by an Officers’ Certificate) authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to consent thereto and (b) any amendment, waiver or other modification affects only the rights Trustee of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental 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 of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Indenture by Section 9.02 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any Holder given defect therein, shall not, however, in connection with a tender any way impair or affect the validity of any such Holder’s Notes will not be rendered invalid by such tenderamended or supplemental indenture or waiver.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth herein, the Notes Documents may be amended, supplemented or otherwise modified with With the consent of the Holders of at least not less than a majority in aggregate principal amount of the outstanding Notes then outstanding (including, without limitation, Additional Notes, if any), including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject the Issuer, the Guarantors and the Trustee may enter into an indenture or indentures supplemental to certain exceptions, any default or compliance with this Indenture for the purpose of adding any provisions thereof may be waived with to or changing in any manner or eliminating any of the consent provisions of this Indenture or the Notes or of modifying in any manner the rights of the Holders of at least a majority in principal amount of the Notes then outstanding (under this Indenture, including consents obtained in connection with a purchase ofwithout limitation, or tender offer or exchange offer forthe definitions herein; provided, Notes). Howeverhowever, that no such supplemental indenture shall, without the consent of Holders holding not less than 90% (or, in the case Holder of clause (9) below, 75%) of the then each outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:Note affected thereby: Exhibit 4.1
(1) reduce change the stated rate Stated Maturity of any Note or extend the stated time for payment of 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 maturity thereof, or change the place of payment where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the contractual right to bring suit for the enforcement of any such Note (other than provisions relating payment on or after the Stated Maturity thereof, or change the date on which any Notes may be subject to Change of Control and Asset Dispositions)redemption or reduce the Redemption Price therefor;
(2) reduce the percentage in aggregate principal amount of or extend the Stated Maturity outstanding Notes, the consent of whose Holders is required for any such Note supplemental indenture, or the consent of whose Holders is required for any waiver (other than of compliance with certain provisions relating to Change of Control this Indenture or certain defaults hereunder and Asset Dispositions)their consequences) provided for in this Indenture;
(3) reduce modify the premium payable obligations of the Company to make Offers to Purchase upon a Change of Control or from the redemption Excess Proceeds of any Asset Sales if such Note or change modification is made after the time at which any such Note may be redeemed, that the Company is required to make an Offer to Purchase in each case as described under paragraphs 5 and 6 connection with a Change of the NotesControl or Asset Sale;
(4) make modify or change any such provision of this Indenture affecting the ranking of the Notes or any Note payable Guarantee in currency other than that stated a manner adverse to the Holders of the Notes in such Noteany material respect;
(5) impair modify any of the right provisions of this SECTION 9.2 or provisions relating to waiver of defaults or those covenants that by the terms of the TIA require unanimous consent, except to increase any such percentage required for such actions or to provide that such provisions of this Indenture cannot be modified or waived without the consent of the Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;each outstanding Note affected thereby; or
(6) make release any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation Note Guarantees required to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
be maintained under this Indenture (7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent theretoIndenture). The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment of any Notes Document. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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.
Appears in 1 contract
Samples: Indenture (Moog Inc.)
With Consent of Holders of Notes. Except as otherwise set forth herein, the Notes (a) The Indenture Documents may be amendedamended or supplemented with the consent of the Holders of a majority in principal amount of the Notes then outstanding and any past default or noncompliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Notes then outstanding, supplemented and any existing Default or otherwise modified 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; provided, however, that (a) without the consent of each Holder of an outstanding Note affected, no amendment, supplement or waiver may (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, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or extend the Stated Maturity of any Note, (iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed pursuant to Section 3.07 hereof, (v) make any Note payable in money other than that stated in the Note, (vi) make any change to the provision which protects the right of any Holder of the Notes to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, or (vii) make any change in the amendment provisions which require each Holder’s consent or in the waiver provisions; and (b) except as described in Section 10.04 hereof without the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained outstanding, no amendment may release any Subsidiary Guarantor from its obligation under its Subsidiary Guarantee or change any Subsidiary Guarantee in connection with any manner that materially adversely affects the rights of any Holder of Notes under such Subsidiary Guarantee. The Company may, but shall not be obligated to, fix a purchase ofrecord date for the purpose of determining the Persons entitled to consent to any amendments to the Indenture Documents. If a record date is fixed, the Holders on such record date, or tender offer their duly designated proxies, and only such Persons, shall be entitled to consent to such amendments, whether or exchange offer for, Notes) and, subject 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 certain exceptionsthe date which is 90 days after such record date, any default or compliance with such consent previously given shall automatically and without further action by any provisions thereof may Holder be waived with the cancelled and of no further effect.
(b) The consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). However, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:
(1) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment of any Notes Documentamendment. It is sufficient if such consent approves the substance of the proposed amendment.
(c) After an amendment under this Indenture becomes effective, the Company shall provide to Holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all Holders of the Notes, or any defect therein, will not impair or affect the validity of the amendment.
(d) A consent to any amendment or waiver under this Indenture by any Holder of Notes given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 9.2, the Notes Documents may be amended, amended or supplemented or otherwise modified with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) and), subject to certain exceptions, and any default existing Default or Event of Default or compliance with any provisions thereof provision of the Notes Documents may be waived with the consent of the Holders holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). However; provided, however, that without the consent of Holders holding not less than 90% (or, in the case each Holder of clause (9) below, 75%) of the then outstanding principal amount of the NotesNotes affected, an amendment amendment, supplement or waiver may not, not (with respect to any Notes held by a non-consenting Holder:holder):
(1) reduce change the stated rate Stated Maturity of the principal of, or extend the stated time for payment any installment of interest on on, any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(2) reduce the principal of, or rate of interest on, or extend the Stated Maturity of premium payable on, any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(3) reduce the premium payable upon the redemption of any such Note or change the time at which place of payment where, or the currency in which, the principal of, or interest or premium, if any, on any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note is payable in currency other than that stated in such Note;
(5) or impair the right of any Holder to institute suit for the enforcement of any such payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates thereforStated Maturity thereof;
(4) change the date on which any Notes may be subject to redemption or reduce the redemption price therefor (it being understood that a change to any advance notice requirement with respect to such date shall not be deemed to be a change of such date);
(5) reduce the percentage in aggregate principal amount of Notes whose holders must consent to an amendment, supplement or waiver;
(6) after the Company’s obligation to make any an Offer to Purchase upon a Change of Control or from the Excess Proceeds of an Asset Sale arises under this Indenture, amend, change in Section 4.15 that adversely affects the right of any Holder of such Notes or otherwise modify in any material respect (A) such obligation or amends (B) the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder provisions or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in definitions with respect thereofthereto;
(7) release all or substantially all security interests granted for subordinate, in right of payment, the benefit Notes to any other Debt of the Holders in the Escrow Collateral other than Company or Tembec Inc.;
(8) release any Guarantor from any of its obligations under its Note Guarantee or this Indenture, except in accordance with the Escrow Agreement, the Escrow Charge and terms of this Indenture;
(8) 9) waive a Default or Event of Default with respect to in the nonpayment payment of principalprincipal of, premium premium, if any, or interest or Additional Amounts, if any on the Notes (except pursuant to a rescission of acceleration of the Notes and the consequences thereof by the Holders holders of at least a majority in aggregate principal amount of such the then outstanding Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement);
(10) reduce the principal amount of Notes whose holders must consent waive a redemption payment with respect to any amendment, waiver or modification or Note;
(11) make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed relating to impair waivers of past Defaults or affect any the rights of Holders holders of Notes to receive payment payments of principal of, or interest or premium, if any, and interest on the NotesNotes when due and payable; or
(12) make any change in the preceding amendment and waiver provisions. Notwithstanding In addition, any amendment to, or waiver of, the foregoing, if (a) any amendment, waiver or other modification affects the rights provisions of the Notes, Notes Documents that has the effect of releasing all or substantially all of the Collateral from the Note Liens securing the Notes will require the consent of a majority the Holders of 90at least 66 2/3% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only outstanding Notes. It is not necessary for the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary of Notes under this Indenture Section 9.2 to approve the particular form of any proposed amendment of any Notes Document. It amendment, supplement or waiver, but it is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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 tenderthereof.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth hereinThe Issuer, the Notes Documents Guarantors and the Trustee and/or Collateral Agent (as applicable) may be amendedamend or supplement this Indenture, supplemented the Notes, the Guarantees, the Escrow Agreement, the Collateral Documents, the First Lien Intercreditor Agreement and any Junior Lien Intercreditor Agreement or otherwise modified any amended or supplemental indenture or any amendment or supplement to the Notes, the Guarantees, any Collateral Document, the First Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement with the written consent of the Holders of at least a majority in of the aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, an exchange offer or tender offer or exchange offer forfor the Notes), Notes) and, subject to certain exceptions, and any default existing Default and its consequences or compliance with any provisions thereof provision of this Indenture, the Notes, the Escrow Agreement, any Collateral Document, the First Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement may be waived with the consent of the Holders of at least a majority in of the aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, an exchange offer or tender offer or exchange offer for, for the Notes). HoweverNotwithstanding the foregoing, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Noteseach Holder affected, an amendment or waiver may not, not (with respect to any Notes held by a non-consenting Holder:):
(1a) reduce the stated aggregate principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than as provided in clause (h) below);
(c) reduce the rate of or extend change the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5d) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to in the nonpayment payment of principalprincipal of or premium, premium if any, or interest or Additional Amounts, if any on the Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(9e) make any Note payable in money other than that stated in the Notes;
(f) make any change in the provisions hereof relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or interest on the Notes;
(g) waive a redemption payment or mandatory redemption with respect to any Note (other than as provided in clause (h) below);
(h) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in the event of a Change of Control after such Change of Control has occurred;
(i) release any Guarantor from any all or substantially all of its obligations under its Notes Guarantee or this Indenture, except the Guarantees of the Guarantors other than in accordance with the terms of this Indenture and the Intercreditor AgreementArticle 10;
(10j) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the foregoing amendment and waiver provisions;
(k) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes or the Guarantees;
(l) subordinate the payment of the Notes or Guarantees to any other obligation of the Issuers or the Guarantors; or
(m) amend, change or modify the Issuer’s requirement to consummate the Special Mandatory Redemption required pursuant to Section 3.08 in any manner materially adverse to the Holders. Upon the request of the Issuer accompanied by a resolution of the Board of Directors of the Issuer and a resolution of the Board of Directors of each Guarantor, 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 Sections 7.02, 9.06 and 11.04 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture or amended or supplemental indenture or any amendment or waiver provisions which require the Holders’ consent pursuant supplement to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% Guarantees, the Escrow Agreement, any Collateral Document, the First Lien Intercreditor Agreement or 75%, as any Junior Lien Intercreditor Agreement unless such amended or supplemental indenture or amendment or supplement to the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority Guarantees, the Escrow Agreement, any Collateral Document, the First Lien Intercreditor Agreement or 90% any Junior Lien Intercreditor Agreement affects the Trustee’s own rights, duties or 75%, as the case may beimmunities under this Indenture or otherwise, in aggregate principal amount of which case the Senior Euro Notes or Senior Dollar NotesTrustee may in its discretion, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes but shall not be required obligated to, enter into such amended or supplemental indenture or such amendment or supplement to consent thereto)the Notes, the Guarantees, the Escrow Agreement, any Collateral Document, the First Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement. The It shall not be necessary for the consent of the Holders is not necessary of Notes under this Indenture Section 9.02 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. 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 of the Notes. Notwithstanding anything to the contrary herein or in the Escrow Agreement, no provisions of the Escrow Agreement (including, without limitation, those relating to the release of the Senior Secured Escrowed Property) may be waived or modified in any manner materially adverse to the Holders of the Notes (as determined in good faith by the Issuer) without the written consent of the Holders of a majority in principal amount of the Notes outstanding. Notwithstanding the foregoing, without the consent of holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may (i) release all or substantially all of the Collateral from the Liens securing the Notes Obligations created by the Collateral Documents or (ii) change or alter the priority of the Liens securing the Notes Obligations created by the Collateral Documents in any Holder given manner adverse to the holders of the Notes or (iii) make any change in connection the First Lien Intercreditor Agreement, Junior Lien Intercreditor Agreement or in the provisions of this Indenture or any Collateral Document dealing with a tender the application of such Holder’s Notes will not be rendered invalid by such tenderproceeds of the Collateral that would materially adversely affect the Holders or alter the priority of the security interests in the Collateral.
Appears in 1 contract
Samples: Indenture (Akumin Inc.)
With Consent of Holders of Notes. Except as otherwise set forth herein, the Notes Documents may be amended, supplemented or otherwise modified with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with With the consent of the Holders of at least not less than a majority in aggregate principal amount of the outstanding Notes, the Issuer, the Guarantors and the Trustee may enter into an indenture or indentures supplemental to this Indenture (together with the other consents required thereby) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Notes then outstanding (or of modifying in any manner the rights of the Holders of the Notes under this Indenture, including consents obtained in connection with a purchase ofthe definitions herein; provided, however, that no such supplemental indenture, modification or tender offer or exchange offer for, Notes). Howeveramendment shall, without the consent of Holders holding not less than 90% (or, in the case Holder of clause (9) below, 75%) of the then each outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting HolderNote affected thereby:
(1) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend change the Stated Maturity of any such Note (other than provisions relating to Change or of Control and Asset Dispositions);
(3) 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 upon thereon, or reduce the redemption amount that would be due and payable on acceleration of the maturity thereof, or change, or the coin or currency in which, any such Note or change the time at which any such Note may be redeemedpremium or interest thereon is payable, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) or impair the right of any Holder to institute suit for the enforcement of any such payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor;,
(2) reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture or amendment, 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 Asset Sale, as applicable,
(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 certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby, or
(6) make release any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation Guarantees required to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
be maintained under this Indenture (7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount Indenture). The Holders of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of not less than a majority of 90% or 75%, as the case may be, in aggregate principal amount of the outstanding Notes shall be may on behalf of the Holders of all the Notes 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 consent thereto and have been purchased pursuant to an Offer to Purchase which has been made by the Issuer), or
(b2) any amendment, waiver in respect of a covenant or other modification affects only the rights of the Senior Euro Notes provision hereof which under this Indenture cannot be modified or only the rights of the Senior Dollar Notes, amended without the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount Holder of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment of any Notes Document. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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 tendereach outstanding Note affected.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 7.2, this Indenture or the Notes Documents may be amended, supplemented modified or otherwise modified supplemented, and noncompliance in any particular instance with any provision of this Indenture or the Notes may be waived, (i) with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the written consent of the Holders of at least a majority of the principal amount of the Outstanding Notes or (ii) by the adoption of a resolution at a meeting of Holders by at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, represented at such meeting. Without the written consent or tender offer or exchange offer for, Notes). However, without the consent affirmative vote of Holders holding not less than 90% (or, in the case each Holder of clause (9) below, 75%) of the then outstanding principal amount of the NotesNotes affected thereby, an amendment or waiver under this Section 7.2 may not, with respect to any Notes held by a non-consenting Holder:
(1a) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend change the Stated Maturity of the Principal of or the date any such Note (other than provisions relating to Change installment of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of Interest or Additional Interest, if any, is due on any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5b) reduce the Principal or any premium, Repurchase Price or Redemption Price of or Interest or Additional Interest, if any, on any Note;
(c) change the currency of any amount owed or owing under the Note or any Interest or Additional Interest thereon from U.S. Dollars;
(d) impair the right of any Holder to institute suit for the enforcement of any payment in or with respect to any Note;
(e) modify the obligation of principal ofthe Company to maintain an office or agency in The City of New York pursuant to Section 9.2;
(f) except as otherwise permitted or contemplated by the Indenture, adversely affect the right of the Holders to convert any Note as provided in Article 12;
(g) modify the provisions of Article 10 in a manner adverse to the Holders;
(h) modify any of the provisions of this Section, or interest reduce the percentage of voting interests required to waive a past default, except 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;
(i) reduce the percentage of the principal amount of the Outstanding Notes the consent of whose Holders is required for any supplemental indenture or the consent of whose Holders is required for any waiver provided for in this Indenture; or
(j) alter the manner of calculation or rate of accrual of Interest or Additional AmountsInterest, if any, on such Holder’s Notes on any Note or after extend the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right payment of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02amount. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes It shall not be required to consent thereto). The consent necessary for any Act of the Holders is not necessary under this Indenture Section 7.2 to approve the particular form of any proposed amendment of any Notes Document. It is supplemental indenture, but it shall be sufficient if such consent approves Act shall approve the substance of the proposed amendment. A consent to any amendment 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 tenderthereof.
Appears in 1 contract
Samples: Indenture (Infocrossing Inc)
With Consent of Holders of Notes. Except as otherwise set forth hereinThe Company, the Administrative Agent and the Trustee may amend or supplement this Indenture and the New Notes Documents may be amended, supplemented or otherwise modified with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent of the Holders of at least a majority in principal amount of the New Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor the New Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture or the New Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding New Notes (including consents obtained in connection with a tender offer or exchange offer for the New Notes). HoweverNotwithstanding the foregoing, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Noteseach Holder affected, an amendment or waiver may not, not (with respect to any New Notes held by a non-consenting Holder:):
(1a) reduce the stated rate principal amount of New Notes whose Holders must consent to an amendment, supplement or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions)waiver;
(2b) reduce the principal of or extend change the Stated Maturity fixed maturity of any such New Note (other than or alter or waive any of the provisions relating with respect to Change the redemption of Control and Asset Dispositions)the New Notes;
(3c) reduce the premium payable upon the redemption rate of any such Note or change the time at which for payment of interest, including default interest, on any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such New Note;
(5d) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to in the nonpayment payment of principalprincipal of or premium, premium if any, or interest or Additional Amounts, if any on the New Notes (except pursuant to a rescission of acceleration of the New Notes by the Holders of at least a majority in aggregate principal amount of such the then outstanding New Notes and a waiver of the payment default that resulted from such acceleration);
(9e) release make any Guarantor from New Note payable in money other than that stated in the New Notes;
(f) make any of its obligations under its Notes Guarantee or this Indenture, except change in accordance with the terms provisions of this Indenture and relating to waivers of past Defaults or the Intercreditor Agreementrights of Holders of New Notes to receive payments of principal of or interest on the New Notes;
(10g) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in Section 9.4 or 9.8 hereof or in the foregoing amendment or and waiver provisions which require provisions; or
(h) make any change in Article 13 hereof that adversely affects any Holder. Upon the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights request of the NotesCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the consent filing with the Trustee of a majority of 90% or 75%, as evidence satisfactory to the case may be, in aggregate principal amount Trustee of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary of New Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 13.6 hereof, the Trustee shall join with the Company and the Administrative Agent in the execution of such amended or supplemental Indenture unless such amended or supplemental 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 New Notes under this Section 13.2 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Section 13.2 becomes effective, the Company shall mail to the Holders of New Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the 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 by or waiver. Notwithstanding the above, if any Holder given amendment, supplement or waiver to this Indenture or the New Notes disproportionately impacts any particular series of New Notes exclusively, then the Company shall also be required to obtain the consent of the applicable percentage of the outstanding principal amount of New Notes in connection with such series, voting as a tender separate class, before such amendment, supplement or waiver becomes effective. The Administrative Agent shall deliver written notice to the Rating Agencies of such Holder’s Notes will not be rendered invalid by such tenderany amendment or supplement under this Section 13.2 prior to its execution.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth herein, the Notes Documents may be amended, supplemented or otherwise modified with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). However, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:
(1) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests Security Interests granted for the benefit of the Holders in the Escrow Collateral (taken as a whole) other than in accordance with the Escrow terms of the Security Documents, the Intercreditor Agreement, the Escrow Charge any applicable Additional Intercreditor Agreement and this IndentureIndenture (as applicable); provided that, for the avoidance of doubt and without prejudice Section 4.10 the release of less than all or substantially all Security Interests granted for the benefit of the Holders in the Collateral (taken as a whole) shall only require the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent of the Holders of at least a majority in principal amount of the Notes the outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment of any Notes Document. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth hereinThe Issuer, the Notes Documents Guarantors and the Trustee and/or Collateral Agent (as applicable) may be amendedamend or supplement this Indenture, supplemented the Notes, the Guarantees, the Collateral Documents, the First Lien Intercreditor Agreement and any Junior Lien Intercreditor Agreement or otherwise modified any amended or supplemental indenture or any amendment or supplement to the Notes, the Guarantees, any Collateral Document, the First Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement with the written consent of the Holders of at least a majority in of the aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, an exchange offer or tender offer or exchange offer forfor the Notes), Notes) and, subject to certain exceptions, and any default existing Default and its consequences or compliance with any provisions thereof provision of this Indenture, the Notes, any Collateral Document, the First Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement may be waived with the consent of the Holders of at least a majority in of the aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, an exchange offer or tender offer or exchange offer for, for the Notes). HoweverNotwithstanding the foregoing, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Noteseach Holder affected, an amendment or waiver may not, not (with respect to any Notes held by a non-consenting Holder:):
(1a) reduce the stated aggregate principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than as provided in clause (h) below);
(c) reduce the rate of or extend change the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5d) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to in the nonpayment payment of principalprincipal of or premium, premium if any, or interest or Additional Amounts, if any on the Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(9e) make any Note payable in money other than that stated in the Notes;
(f) make any change in the provisions hereof relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of or interest on the Notes;
(g) waive a redemption payment or mandatory redemption with respect to any Note (other than as provided in clause (h) below);
(h) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in the event of a Change of Control after such Change of Control has occurred;
(i) release any Guarantor from any all or substantially all of its obligations under its Notes Guarantee or this Indenture, except the Guarantees of the Guarantors other than in accordance with the terms of this Indenture and the Intercreditor AgreementArticle 10;
(10j) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the foregoing amendment and waiver provisions;
(k) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes or the Guarantees; or
(l) subordinate the payment of the Notes or Guarantees to any other obligation of the Issuers or the Guarantors. Upon the request of the Issuer accompanied by a resolution of the Board of Directors of the Issuer and a resolution of the Board of Directors of each Guarantor, 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 Sections 7.02, 9.06 and 11.04 hereof, the Trustee shall join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture or amended or supplemental indenture or any amendment or waiver provisions which require the Holders’ consent pursuant supplement to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% Guarantees, any Collateral Document, the First Lien Intercreditor Agreement or 75%, as any Junior Lien Intercreditor Agreement unless such amended or supplemental indenture or amendment or supplement to the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority Guarantees, any Collateral Document, the First Lien Intercreditor Agreement or 90% any Junior Lien Intercreditor Agreement affects the Trustee’s own rights, duties or 75%, as the case may beimmunities under this Indenture or otherwise, in aggregate principal amount of which case the Senior Euro Notes or Senior Dollar NotesTrustee may in its discretion, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes but shall not be required obligated to, enter into such amended or supplemental indenture or such amendment or supplement to consent thereto)the Notes, the Guarantees, any Collateral Document, the First Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement. The It shall not be necessary for the consent of the Holders is not necessary of Notes under this Indenture Section 9.02 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Section 9.02 becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. 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 of the Notes. Notwithstanding the foregoing, without the consent of holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may (i) release all or substantially all of the Collateral from the Liens securing the Notes Obligations created by the Collateral Documents or (ii) change or alter the priority of the Liens securing the Notes Obligations created by the Collateral Documents in any Holder given manner adverse to the holders of the Notes or (iii) make any change in connection the First Lien Intercreditor Agreement, Junior Lien Intercreditor Agreement or in the provisions of this Indenture or any Collateral Document dealing with a tender the application of such Holder’s Notes will not be rendered invalid by such tenderproceeds of the Collateral that would materially adversely affect the Holders or alter the priority of the security interests in the Collateral.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth hereinThe Company, the Subsidiary Guarantors and the Trustee may amend the Indenture or the Notes Documents may be amended, supplemented or otherwise modified without notice to any Holder but with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for Notes)) as each relates to the Notes. However, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Noteseach Holder affected thereby, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:
(1) reduce change the stated rate Stated Maturity of the principal of, or extend the stated time for payment installment of interest on on, any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(2) reduce the principal amount of, or the rate of or extend the Stated Maturity of interest on, any such Note (other than provisions relating to Change of Control and Asset Dispositions)Notes;
(3) reduce the premium any premium, if any, payable upon on the redemption of any such Note or change the time at date on which any such Note may or must be redeemed, redeemed or repaid (it being understood that the definitions used in each case as described under paragraphs 5 and 6 Section 4.3 may be amended or modified at any time prior to the occurrence of a Change of Control with the consent of Holders of at least a majority in principal amount of the NotesNotes then outstanding);
(4) make change the coin or currency in which the principal of or interest on any such Note payable in currency other than that stated in such Noteis payable;
(5) release the Guarantee of any Subsidiary Guarantor except as provided under Article Thirteen of the Base Indenture (as amended and supplemented by this Supplemental Indenture), or make any changes to such Guarantee in a manner adverse to the Holders;
(6) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right Stated Maturity of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereofNote;
(7) release all or substantially all security interests granted for reduce the benefit percentage in principal amount of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreementoutstanding Notes, the Escrow Charge and this Indentureconsent of whose Holders is required in order to take certain actions;
(8) waive a Default reduce the requirements for quorum or Event of Default with respect to voting by Holders in the nonpayment of principal, premium Indenture or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such accelerationNotes;
(9) release any Guarantor from modify any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms provisions of this the Indenture regarding the waiver of past defaults and the Intercreditor Agreement;waiver of certain covenants by Holders except to increase any percentage vote required or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of each Holder affected thereby; or
(10) reduce modify any of the principal amount above provisions of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.025.2. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes It shall not be required to consent thereto). The necessary for the consent of the Holders is not necessary under this Indenture Section 5.2 to approve the particular form of any proposed amendment of any Notes Document. It is amendment, but it shall be sufficient if such consent approves the substance of thereof. After an amendment under this Section 5.2 becomes effective, the proposed Company shall mail or electronically deliver to Holders a notice briefly describing such amendment. A consent The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment 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 tenderSection 5.2.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth herein, the Notes Documents may be amended, supplemented or otherwise modified with (a) With the consent of (i) the Holders of at least not less than a majority in aggregate principal amount of the Notes then outstanding Notes, the Issuer, the Guarantors and the Trustee may enter into an indenture or indentures supplemental to this Indenture (including together with the other consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notesrequired thereby) and, subject to certain exceptions, any default or compliance with for the purpose of adding any provisions thereof may be waived with to or changing in any manner or eliminating any of the consent provisions of this Indenture or the Notes or of modifying in any manner the rights of the Holders of at least the Notes under this Indenture, including the definitions herein, and (ii) the Holders of not less than a majority in aggregate principal amount of the Notes then outstanding (including consents obtained Notes, voting as one class, the Issuer, the Guarantors, the Trustee and the Collateral Agent may amend or otherwise modify in connection with a purchase ofany manner the Security Documents or the obligations thereunder, including, without limitation, as to property that constitutes less than all or tender offer substantially all of the Collateral, release the Lien on such Collateral; provided, however, that no such supplemental indenture, modification or exchange offer for, Notes). Howeveramendment shall, without the consent of Holders holding not less than 90% (or, in the case Holder of clause (9) below, 75%) of the then each outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting HolderNote affected thereby:
(1) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend change the Stated Maturity of any such Note (other than provisions relating to Change or of Control and Asset Dispositions);
(3) 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 upon thereon, or reduce the redemption amount that would be due and payable on acceleration of any such Note the maturity thereof, or change the time at which place of payment where, or the coin or currency in which, any such Note may be redeemedor any premium or interest thereon is payable, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) or impair the right of any Holder to institute suit for the enforcement of any such payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor;,
(62) reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture or amendment, 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 Issuer to make any change Offers to Purchase upon a Change of Control or from the Excess Proceeds of Asset Sales or Excess Proceeds from an Event of Loss if such modification was done after the occurrence of such Change of Control, or after the obligation to make an Asset Sale Offer has arisen, as applicable; provided that prior to the occurrence of a Change of Control or Asset Sale, the Holders of a majority in Section 4.15 that adversely affects aggregate principal amount of the Notes then outstanding may waive the requirement to make or complete an Offer to Purchase or Asset Sale Offer,
(4) subordinate, in right of payment, the Notes to any Holder other Debt of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from Issuer,
(5) modify any of the Taxes described thereunder provisions of this Section 9.2 or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit provisions of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms Section 6.4 of this Indenture and relating to waivers of past payment defaults or the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders of Notes to receive payment payments of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) except to increase any amendment, waiver such percentage required for such actions or to provide that certain other modification affects the rights provisions of the Notes, this Indenture cannot be modified or waived without the consent of a majority the Holder of 90each outstanding Note affected thereby, or
(6) release any Guarantees of any Subsidiaries that constitute (individually or in the aggregate) in excess of either 5% of the Issuer’s Consolidated Net Tangible Assets or 75%5% of the Issuer’s consolidated revenues required to be maintained under this Indenture (other than in accordance with the terms of this Indenture).
(b) In addition, as any amendment to, or waiver of, the case may be, 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 this Indenture and the Security Documents or modifying the Intercreditor Agreement in any manner adverse in any material respect to the Holders of the Notes will require the consent of the Holders of at least 66⅔% in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendmentthen outstanding, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, voting as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment of any Notes Document. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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 tenderone class.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth herein, the Notes Documents may be amended, supplemented or otherwise modified with With the consent of the Holders of at least not less than a majority in aggregate principal amount of the Notes then outstanding issued pursuant to this Indenture (including consents obtained in connection with any Additional Notes issued pursuant to this Indenture after the Issue Date) and then outstanding, voting as a purchase ofsingle class, the Issuer and the Trustee may enter into an indenture or tender offer or exchange offer for, Notes) and, subject supplemental indentures to certain exceptions, any default or compliance with this Indenture for the purpose of adding any provisions thereof may be waived with to or changing in any manner or eliminating any of the provisions of this Indenture or the Notes or of modifying in any manner the rights of the Holders under this Indenture, including the definitions herein; provided, that (i) if any such supplemental indenture would by its terms disproportionately and adversely affect either Series of Notes under this Indenture, such supplemental indenture shall also require the consent of the Holders of at least a majority in principal amount of the then-outstanding Notes of such Series and (ii) if any such supplemental indenture would only affect the Notes of one Series of Notes, then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). However, without only the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:
(1) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of the then-outstanding Notes of such affected Series (and not the consent of at least a majority in principal amount of all Notes issued under this Indenture and a waiver then-outstanding) shall be required; and provided, further, that no such supplemental indenture shall, without the consent of the Holder of each outstanding Note affected thereby:
(1) change the Stated Maturity of any Note or of 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 maturity thereof, or change the place of payment default that resulted from where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such accelerationpayment on or after the Stated Maturity thereof, or change the date on which any Note may be subject to redemption or reduce the Redemption Price therefor;
(92) reduce the 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 or change any provision of this Indenture affecting the ranking of any Notes or any Note Guarantee in a manner adverse to the Holders of such Notes; or
(4) 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 certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby. In addition, without the consent of the Holders of 66 2/3% in aggregate principal amount of the Notes of a Series, no such supplemental indenture shall release any Guarantor from any its Note Guarantee of its obligations such Series that is required to be maintained under its Notes Guarantee or this Indenture, except Indenture (other than in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the Indenture). The Holders of not less than a majority in aggregate principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent issued pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of Indenture (including any Additional Notes issued pursuant to this Indenture after the Issue Date) and then-outstanding, voting as a single class, may on behalf of the Holders of all the Notes issued pursuant to this Indenture waive any past default under this Indenture and its consequences; provided that (i) if any such waiver would by its terms disproportionately and adversely affect either Series of Notes under this Indenture, such waiver shall also require the consent of the Holders of at least a majority in principal amount of the then-outstanding Notes of such Series and (ii) if any such waiver would only affect the Notes of one Series, then only the consent of the Holders of at least a majority in principal amount of the then-outstanding Notes of such affected Series (and not the consent of at least a majority in principal amount of all Notes issued under this Indenture and then-outstanding) shall be deemed to impair or affect required; and provided, further, that no waiver shall be effective without the consent of the Holder of each outstanding Note affected thereby in the case of a default:
(1) in any rights payment in respect of Holders to receive payment the principal of principal of, or interest (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 Issuer), on the Notes. Notwithstanding the foregoing, if or
(a2) any amendment, waiver in respect of a covenant or other modification affects the rights of the Notes, provision hereof which under this Indenture cannot be modified or amended without the consent of a majority the Holder of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes each outstanding Note affected. It shall not be required to consent thereto). The necessary for the consent of the Holders is not necessary under this Indenture Section to approve the particular form of any proposed amendment of any Notes Document. It is amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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 tenderthereof.
Appears in 1 contract
Samples: Indenture (Rock-Tenn CO)
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 9.2, the Notes Documents Company, the Trustee and the Guarantors, if any, may be amended, supplemented amend or otherwise modified with the consent of Holders of at least a majority in principal amount of supplement this Indenture or the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for the Notes), and, subject to Sections 6.2, 6.4 and 6.7, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). However, without Without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Noteseach Holder affected, an amendment or waiver may not, not (with respect to any Notes held by a non-consenting Holder:):
(1) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders Holders must consent to any an amendment, waiver supplement or modification waiver;
(2) reduce the rate of or change the time for payment of interest, including defaulted interest, if any, on any Notes;
(3) reduce the principal of or change the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or reduce the redemption price therefor;
(4) make any Notes payable in money other than that stated in the Notes;
(5) make any change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed relating to impair or affect any rights the right of Holders each Holder to receive payment of principal ofof and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or interest permitting Holders of a majority in principal amount of Notes to waive Defaults or premiumEvents of Default;
(6) after the Company's obligation to purchase Notes arises thereunder, if anyamend, on change or modify in any material respect the Notes. Notwithstanding obligation of the foregoingCompany to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, if after such Change of Control has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto; or
(a7) modify or change any amendment, waiver provision of this Indenture or other modification the related definitions affecting the ranking of the Notes or any Guarantee in a manner that adversely affects the rights Holders of the Notes, ; or
(8) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or this Indenture otherwise than in accordance with the consent terms of a majority of 90% or 75%, as this Indenture. Upon the case may be, in aggregate principal amount written request of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights Company accompanied by a resolution of the Senior Euro Notes Board (evidenced by an Officers' Certificate) authorizing the execution of any such amended or only supplemental indenture, and upon the rights filing with the Trustee of evidence satisfactory to the Trustee of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6, the Trustee shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental 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 9.2 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Indenture by Section 9.2 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any Holder given defect therein, shall not, however, in connection with a tender any way impair or affect the validity of any such Holder’s Notes will not be rendered invalid by such tenderamended or supplemental indenture or waiver.
Appears in 1 contract
Samples: Indenture (Nacg Finance LLC)
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 9.2, the Company and the Trustee may amend or supplement this Indenture and the Notes Documents may be amended, amended or supplemented or otherwise modified with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for the Notes), and, subject to Sections 6.2, 6.4 and 6.7, 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 principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). However, without Without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Noteseach Holder affected, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:
(1) reduce the stated rate amount of or extend the stated time for payment of interest on any such Note (other than provisions relating Notes whose Holders must consent to Change of Control and Asset Dispositions)an amendment;
(2) reduce the principal rate of or extend change or have the Stated Maturity effect of changing the time for payment of interest, including defaulted interest, on any such Note (other than provisions relating to Change of Control and Asset Dispositions)Notes;
(3) reduce the premium payable upon principal of or change or have the redemption effect of changing the fixed maturity of any such Note Notes, or change the time at date on which any such Note Notes may be redeemed, in each case as described under paragraphs 5 and 6 of subject to redemption or repurchase or reduce the Notesredemption or repurchase price therefor;
(4) make any such Note Notes payable in currency money other than that stated in such Notethe Notes;
(5) impair make any change in provisions of this Indenture protecting the right of any each Holder to institute suit for the enforcement of any receive payment of principal of, or of and interest or Additional Amounts, if any, on such Holder’s Notes Note on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of date thereof or to bring suit to enforce such Notes in any material respect payment, or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the permitting Holders of at least a majority in principal amount of such Notes and a waiver to waive Defaults or Events of the payment default that resulted from such accelerationDefault;
(96) after the Company's obligation to purchase Notes arises hereunder, amend, change or modify in any material respect 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 a Net Proceeds Offer with respect to any Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto;
(7) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes or any Guarantee in a manner which adversely affects the Holders; or
(8) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Notes Guarantee or this Indenture, except Indenture otherwise than in accordance with the terms of this Indenture and Indenture. Upon the Intercreditor Agreement;
written request of the Company accompanied by a Board Resolution (10evidenced by an Officers' Certificate) reduce the principal amount (a copy of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed provided to impair the Trustee) au- thorizing the execution of any such amended or affect any rights supplemental indenture, and upon the filing with the Trustee of Holders evidence satisfactory to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights Trustee of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary of Notes as aforesaid, and upon receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel in compliance with Section 9.6, the Trustee shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental 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 9.2 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Section 9.2 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the 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 by any Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tenderor waiver.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth herein, The Company and the Trustee may amend or supplement this Indenture or the Notes Documents may be amended, supplemented or otherwise modified any amended or supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor the Notes), Notes) and, subject to certain exceptions, and any default existing Default or Event of Default and its consequences or compliance with any provisions thereof provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). However, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Noteseach Holder affected, an amendment or waiver may not, not (with respect to any Notes held by a non-consenting Holder:
Holder of Notes): (1i) reduce the stated rate principal amount of the Notes whose Holders must consent to an amendment, supplement or extend the stated time for payment of interest on any such Note waiver, (other than provisions relating to Change of Control and Asset Dispositions);
(2ii) reduce the principal of or extend change the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption fixed maturity of any such Note or alter or waive the provisions with respect to the redemption of the Notes with respect to the timing or amount of payment thereof, (iii) reduce the rate of or change the time at which for payment of interest, including defaulted interest, on any such Note may be redeemedNote, (iv) waive a Default in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) impair the right of any Holder to institute suit for the enforcement of any 85 85 payment of principal of, or premium, if any, interest or and Additional Amounts, if any, on such Holder’s the Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such the Notes and a waiver of the payment default that resulted from such the acceleration;
) or in respect of a covenant or provision contained in this Indenture which cannot be amended or modified without the consent of all Holders, (9v) release make any Guarantor from Note payable in money other than that stated in the Notes, (vi) make any of its obligations under its Notes Guarantee or this Indenture, except change in accordance with the terms provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of the Notes to receive payments of principal, premium, if any, interest and Additional Amounts, if any, on the Intercreditor Agreement;
Notes, (10vii) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or and waiver provisions which require contained in this Indenture, (viii) make any change in paragraph 3 of the Holders’ consent pursuant to this Section 9.02. For Notes that adversely affects the avoidance rights of doubtany Holder of the Notes, no amendment to, (ix) amend the terms of the Notes or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed in a way that would result in the loss of an exemption from any Taxes or an exemption from any obligation to withhold or deduct Taxes unless the Company agrees to pay Additional Amounts, if any, in respect thereof or (x) impair or affect the right of any rights Holder of Holders the Notes to receive payment of principal of, or interest on such Holder's Notes on or premium, if any, after the due dates therefor or to institute suit for the enforcement of any payment on the or with respect to such Holder's Notes. Notwithstanding Upon the foregoing, if (a) any amendment, waiver or other modification affects the rights request of the NotesCompany, accompanied by a Board Resolution authorizing the consent execution of a majority any such amended or supplemental indenture, and upon the filing with the Trustee of 90% or 75%, as evidence satisfactory to the case may be, in aggregate principal amount Trustee of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6, the Trustee shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture adversely affects the Trustee's own rights, duties or immunities hereunder 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 Indenture Section 9.2 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Indenture by Section becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any Holder given defect therein, shall not, however, in connection with a tender any way impair or affect the validity of any such Holder’s Notes will not be rendered invalid by such tenderamended or supplemental indenture or waiver.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth hereinbelow and in Section 9.1, the Issuer, the Parent, the other Guarantors and the Trustee may amend or supplement this Indenture or the Notes Documents may be amended, supplemented or otherwise modified any amended or supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor the Notes), Notes) and, subject to certain exceptions, and any default existing Default or Event of Default and its consequences or compliance with any provisions thereof provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). However, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Noteseach Holder affected, an amendment or waiver may not, not (with respect to any Notes held by a non-consenting Holder:
Holder of Notes): (1i) reduce the stated principal amount of the Notes whose Holders must consent to an amendment, supplement or waiver, (ii) reduce the principal of or change the fixed maturity of any such Note or alter or waive the provisions with respect to the redemption of the Notes with respect to the timing or amount of payment thereof, (iii) reduce the rate of or extend change the stated time for payment of interest on any such Note Note, (other than provisions relating to Change iv) waive a Default or Event of Control and Asset Dispositions);
(2) reduce Default in the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or premium, if any, interest, Additional Amounts, if any, or Liquidated Damages, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of either series of such Holder’s Notes on and a waiver of the payment default that resulted from the acceleration with respect to such series of Notes) or after in respect of a covenant or provision contained in this Indenture which cannot be amended or modified without the due dates therefor;
consent of all Holders, (6v) 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 the Notes to receive payments of principal, premium, if any, interest, Additional Amounts, if any, or Liquidated Damages, if any, on such Notes, (vii) waive a redemption payment with respect to any Note (other than a payment required by Section 4.15 or Section 4.16), (viii) make any change in the amendment and waiver provisions contained in this Indenture, (ix) make any change in paragraph 3 of the Initial Notes or paragraph 2 of the New Notes that adversely affects the right rights of any Holder of such Notes in any material respect or amends the Notes, (ix) amend the terms of such the Notes or this Indenture in a way that would result in a the loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so as described thereunder unless the applicable Payor Issuer agrees to pay Additional Amounts, if any, in respect thereof;
thereof or (7x) release all or substantially all security interests granted for impair the benefit right of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration Holder of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premiuminterest, Liquidated Damages, if any, 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. Notwithstanding Upon the foregoing, if (a) any amendment, waiver or other modification affects the rights request of the NotesIssuer, the consent Parent and the other Guarantors, accompanied by a Board Resolution from each of a majority them authorizing the execution of 90% any such amended or 75%supplemental indenture, as and upon the case may be, in aggregate principal amount filing with the Trustee of evidence satisfactory to the Trustee of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6, the Trustee shall join with the Issuer, the Parent and the other Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture adversely affects the Trustee's own rights, duties or immunities hereunder 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 Indenture Section 9.2 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Indenture by Section becomes effective, the Issuer shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any Holder given defect therein, shall not, however, in connection with a tender any way impair or affect the validity of any such Holder’s Notes will not be rendered invalid by such tenderamended or supplemental indenture or waiver.
Appears in 1 contract
With Consent of Holders of Notes. Except The Company and the Trustee and the Collateral Trustee, as otherwise set forth hereinapplicable, may enter into (or provide any applicable consent to) a supplemental indenture or amend or supplement the Security Documents as they apply to the Notes Documents may be amended, supplemented or otherwise modified with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the written consent of the Holders of at least a majority in principal amount of the outstanding Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). However, without ) for the consent purpose of Holders holding not less than 90% (or, adding any provisions to or changing in the case of clause (9) below, 75%) any manner or eliminating any of the then outstanding principal amount provisions of a Security Document, this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:
(1) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case . Except as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change provided in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts6.13, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such the outstanding Notes and by notice to the Trustee (including consents obtained in connection with a waiver tender offer or exchange offer for Notes) may waive compliance by the Company with any provision of the payment default that resulted from such accelerationNotes, this Indenture or the Security Documents. Notwithstanding the foregoing, without the consent of each Holder of an affected Note, an amendment, supplement or waiver may not:
(a) make any change to the percentage of principal amount of Notes the Holders of which must consent to an amendment or waiver;
(9b) release reduce the principal amount of, premium, if any, or interest on, or extend the Stated Maturity or interest payment periods, of the Notes;
(c) make the Notes of such Holder payable in money or securities other than that as stated in the Notes;
(d) make any Guarantor from any change that adversely affects such Holder’s right to require the Company to purchase the Notes of its obligations under its Notes Guarantee or this Indenture, except such Holder in accordance with the terms of this Indenture and the Intercreditor AgreementIndenture;
(10e) reduce impair the right of such Holder to institute suit for the enforcement of any payment with respect to the Notes;
(f) except pursuant to the provisions of Article 8 hereof or in connection with a consolidation, merger or conveyance, transfer or lease of assets pursuant to Section 5.01, release the Parent from its obligations under its Note Guarantee or make any change in any Note Guarantee that would adversely affect such Holder;
(g) make any change in the provisions of this Indenture relating to waiving an existing Default or to the right to receive payment of, or bring suit to enforce payments of, the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, or interest on the Notes; or
(h) modify any of the foregoing provisions of this Section 9.02. Notwithstanding the foregoing, if (a) any amendmentamendment or supplement to, or waiver of, the provisions of this Indenture or other modification affects any Security Document that has the rights effect of releasing all or substantially all of the Notes, Collateral from the Liens securing the Notes (other than in compliance with Section 11.05 of this Indenture) will require the consent of a majority Holders of 90at least 75% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes then outstanding. It shall not be required to consent thereto). The necessary for the consent of the Holders is not necessary of Notes under this Indenture Section 9.02 to approve the particular form of any proposed supplemental indenture, amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed amendmentthereof. A consent to any After a supplemental indenture, amendment or waiver under this Indenture section becomes effective, the Company shall mail to the Holders of Notes, a notice briefly describing the supplemental indenture, amendment or waiver. Any failure by the Company to mail or publish such notice, or any Holder given defect therein, shall not, however, in connection with a tender any way impair or affect the validity of any such Holder’s Notes will not be rendered invalid by such tendersupplemental indenture, amendment or waiver.
Appears in 1 contract
Samples: Indenture (American Airlines, Inc.)
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 9.02, the Companies, the Guarantors and the Trustee may amend or supplement this Indenture and the Notes Documents may be amended, supplemented or otherwise modified with the consent of the Holders of at least a majority in aggregate principal amount of the Notes 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, the Notes), and, subject to Sections 6.04 and 6.07, any existing Default or Event of Default (except a continuing Default or Event of Default in (i) the payment of principal, premium, if any, or interest on the Notes and (ii) in respect of a covenant or provision which under this Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment) or compliance with any provision of this Indenture or the Notes may be waived 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 consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) and). Upon the request of the Companies accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, subject and upon receipt by the Trustee of evidence satisfactory to certain exceptions, any default or compliance with any provisions thereof may be waived with the Trustee of the consent of the Holders as aforesaid and the documents described in Section 7.02 hereof, the Trustee will join with the Companies and the Guarantors in the execution of at least a majority in principal amount any amended or supplemental indenture 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 Notes then outstanding (including consents obtained in connection with a purchase ofTrustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or tender offer immunities under this Indenture or exchange offer for, Notes)otherwise. However, without Without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Noteseach Holder affected, 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 stated principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than provisions (and applicable definitions) of Sections 4.12 or 4.17;
(c) reduce the rate of or extend change the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5d) impair waive a Default or Event of Default in the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or premium, or Additional AmountsInterest, if any, on such Holder’s the Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders holders of at least a majority in aggregate principal amount of such the Notes and a waiver of the payment default that resulted from such acceleration);
(9e) make any Note payable in money other than that stated in the Notes;
(f) make any change in the provisions of this Indenture (including applicable definitions) relating to waivers of past Defaults or the rights of Holders to receive payments of principal of, or interest or premium or Additional Interest, if any, on the Notes;
(g) waive a redemption payment with respect to any Note (other than a payment required by the provisions of Section 4.12 and Section 4.17 hereof);
(h) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms provisions of this Indenture and the Intercreditor AgreementArticle 10 hereof;
(10i) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change to Article 12 (including applicable definitions) that would adversely affect the Holders; or
(j) make any change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment of any Notes Document. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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 tender9.
Appears in 1 contract
Samples: Indenture (Twi Holdings Inc)
With Consent of Holders of Notes. Except as otherwise set forth hereinThe Company, the Guarantors and the Trustee may amend or supplement this Indenture, the Notes Documents may be amended, supplemented or otherwise modified any amended or supplemental Indenture with the written consent of the Holders of Notes of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase ofoutstanding, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, and any default existing Default and its consequences or compliance with any provisions thereof provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes)outstanding. However, without the consent of Holders holding not less than 90% (oreach Holder of a Note affected, in the case of clause (9) belowany amendment, 75%) of the then outstanding principal amount of the Notes, an amendment supplement or waiver may not, with respect to any Notes held by a non-consenting Holder:
(1i) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend the Stated Maturity of the principal of, or any installment of interest or Additional Interest, if any, on, such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) Holder's Notes, or reduce the premium payable upon principal thereof or the redemption rate of interest or Additional Interest, if any, thereon, with respect thereto, or change any such place or currency of payment where any Note or change the time at which any such Note may be redeemedinterest thereon is payable, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) or impair the right of any Holder to institute suit for the enforcement of any such payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates date therefor;
(6ii) reduce the percentage in principal amount of outstanding Notes the consent of whose Holders is required for any such supplemental Indenture, for any waiver of compliance with certain provisions of this Indenture or certain Defaults hereunder and their consequences provided for in this Indenture;
(iii) waive a Default in the payment of principal of or interest on any Note of such Holder;
(iv) make any change in Section 4.15 that adversely affects the right ranking or priority of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereofNote;
(7v) release all or substantially all security interests granted for the benefit of make any change in any Guarantee that would adversely affect the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;Indenture; or
(10vi) reduce modify any of the principal amount provisions of Notes whose holders must consent this Section, except to increase any amendment, waiver such percentage or modification or make any to provide that certain other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall cannot be deemed to impair modified or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, waived without the consent of a majority the Holder of 90% or 75%, as each outstanding Note thereunder affected thereby. Upon the case may be, in aggregate principal amount request of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights Company accompanied by a resolution of the Senior Euro Notes Board of Directors authorizing the execution of any such amendment or only supplement to this Indenture, and upon the rights filing with the Trustee of evidence satisfactory with the Trustee of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary of Notes as aforesaid and upon receipt by the Trustee of the documents described in Section 9.06, the Trustee shall join with the Company and the Guarantors in the execution of such amendment or supplement to this Indenture unless such amendment or supplement 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 amendment or supplement to this 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 of any Notes Document. It is amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing any such amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not in any way impair or affect the validity of any such amendment or supplement to this Indenture or such waiver. Subject to Section 6.04 and Section 6.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance by the Company in any Holder given in connection particular instance with a tender any provision of such Holder’s Notes will not be rendered invalid by such tenderthis Indenture or the Notes.
Appears in 1 contract
Samples: Indenture (Nations Title Co Inc)
With Consent of Holders of Notes. Except as otherwise set forth hereinThe Issuers, the Guarantors, the Trustee and the Notes Collateral Agent may amend or supplement this Indenture, the Notes Documents may be amended, supplemented or otherwise modified the Guarantees or any amended or supplemental indenture with the written consent of the Holders of at least a majority in of the aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, an exchange offer or tender offer or exchange offer forfor the Notes), Notes) and, subject to certain exceptionsSections 6.04 and 6.07 hereof, any default existing Default or compliance with any provisions thereof provision hereof or the Notes may be waived with the consent of the Holders of at least a majority in of the aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, an exchange offer or tender offer or exchange offer for, for the Notes). HoweverNotwithstanding the foregoing, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Noteseach Holder affected, an amendment or waiver may not, not (with respect to any Notes held by a non-consenting Holder:):
(1a) reduce the stated aggregate principal amount of Notes the Holders of which must consent to an amendment, supplement or waiver;
(b) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than to change any notice period);
(c) reduce the rate of or extend change the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5d) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to in the nonpayment payment of principalprincipal of or premium, premium if any, or interest or Additional Amounts, if any on the Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such the then outstanding Notes (including any Additional Notes) and a waiver of the payment default that resulted from such acceleration);
(9e) make any Note payable in a currency other than that stated in the Notes;
(f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the contractual rights of Holders of Notes to receive payments of principal of or interest on the Notes;
(g) waive a redemption payment or mandatory redemption with respect to any Note (other than as provided in clause (h) below);
(h) amend, change or modify in any material respect the obligation of the Issuers to make and consummate a Change of Control Offer in the event of a Change of Control after such Change of Control has occurred;
(i) release any Guarantor from any all or substantially all of its obligations under its Notes Guarantee or this Indenture, except the Guarantees of the Guarantors other than in accordance with the terms of this Indenture and the Intercreditor Agreement;Article 10; or
(10j) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the foregoing amendment and waiver provisions; provided, however, that in the event that consent is obtained from some of the Holders of the Notes but not from all of the Holders thereof with respect to any amendments or waiver provisions which require the Holders’ consent waivers pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if clauses (a) through (j) of this paragraph, new Notes with such amendments or waivers will be issued to those consenting Holders. Such new Notes shall have separate CUSIP numbers and ISINs from those Notes held by nonconsenting Holders. 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 Sections 7.02, 9.06 and 11.04 hereof, the Trustee shall join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture or any amendment, waiver amendment or other modification affects the rights of supplement to the Notes, the consent of a majority of 90% Guarantees, the First Lien Intercreditor Agreement or 75%, as the case may be, in aggregate principal amount any of the Notes shall be required Collateral Documents or any amended or supplemental indenture unless such amended or supplemental indenture or any amendment or supplement to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent Guarantees, the First Lien Intercreditor Agreement or any of a majority the Collateral Documents or 90% any amended or 75%supplemental indenture affects the Trustee’s own rights, as the case may beduties or immunities under this Indenture or otherwise, in aggregate principal amount of which case the Senior Euro Notes or Senior Dollar NotesTrustee may in its discretion, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes but shall not be required obligated to, enter into such amended or supplemental indenture or any amendment or supplement to consent thereto)the Notes, the Guarantees, the First Lien Intercreditor Agreement or any of the Collateral Documents or any amended or supplemental indenture. The It shall not be necessary for the consent of the Holders is not necessary of Notes under this Indenture Section 9.02 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance thereof. Notwithstanding the foregoing, the Issuers’ obligations in respect of a Change of Control Offer can be modified with the consent of the proposed Holders of a majority in aggregate principal amount of the Notes outstanding at any time prior to the occurrence of a Change of Control. After an amendment. A consent to any amendment , supplement or waiver under this Section 9.02 becomes effective, the Issuers shall give to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. 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 of the Notes. Notwithstanding the foregoing, without the consent of the Holders of at least 66 2/3% in aggregate principal amount of the Notes then outstanding, no amendment or waiver may (A) make any change in any Collateral Document, the First Lien Intercreditor Agreement or the provisions in this Indenture dealing with Collateral or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral which secure the Notes Obligations or (B) change or alter the priority of the Liens securing the Notes Obligations in any material portion of the Collateral in any way adverse to the Holders of the Notes in any material respect, other than, in each case, as provided under the terms of the Collateral Documents and the First Lien Intercreditor Agreement. For the avoidance of doubt, neither the Trustee nor the Notes Collateral Agent shall have any obligation to make any determination with respect to the requirements under this Indenture, the Collateral Documents and the First Lien Intercreditor Agreement relating to the matters set forth in this paragraph and may conclusively rely upon Officer’s Certificates and Opinions of Counsel delivered by any Holder given the Issuers to the Trustee and the Notes Collateral Agent, as applicable, in connection with a tender of such Holder’s Notes will not be rendered invalid by such tenderrespect thereof.
Appears in 1 contract
Samples: Indenture (Cedar Fair L P)
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 11.2, this Indenture, the Notes Documents or the Note Guarantees may be amended, supplemented modified or otherwise modified supplemented, and noncompliance in any particular instance with any provision of this Indenture, the Notes or the Note Guarantees may be waived, in each case with the written consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent affirmative vote of the Holders of at least a majority in of the principal amount of the Notes then outstanding at the time outstanding. Without the written consent or the affirmative vote of each Holder of Notes affected thereby (including consents obtained in connection with a purchase of, addition to the written consent or tender offer or exchange offer for, Notes). However, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) affirmative vote of the then outstanding holders of at least a majority of the principal amount of the NotesNotes at the time outstanding), an amendment or waiver under this Section 11.2 may not, with respect to any Notes held by a non-consenting Holder:
(1a) reduce change the stated rate maturity of the principal amount of, or extend the stated time for payment date of any installment of interest on or Additional Interest, if any, on, any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(2b) reduce the principal of amount or extend the Stated Maturity of Fundamental Change Purchase Price of, or interest or Additional Interest, if any, on, any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5c) change the currency of payment of the principal amount or Fundamental Change Purchase Price of, or interest or Additional Interest, if any, on, any Note from U.S. Dollars;
(d) impair or adversely affect the rate of accrual of interest or Additional Interest, if any, on any Note, or the manner of calculation thereof;
(e) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates thereforwith respect to any Note;
(6f) make any change modify the Company’s obligation to maintain a Registrar or Paying Agent, and an office or agency where notices and demands to or upon the Company or Parent in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless Notes, the applicable Payor agrees to pay Additional AmountsNote Guarantees and this Indenture may be served in the Borough of Manhattan, if any, in respect thereofNew York City;
(7g) release all or substantially all security interests granted for the benefit of the Holders Subsidiary Guarantors from its Note Guarantees, except as provided in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to h) release any material Collateral, except as provided herein and in the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such accelerationSecurity Documents;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10i) reduce the percentage of the principal amount of the outstanding Notes the written consent or affirmative vote of whose holders must consent to Holders is required for any such amendment, waiver or modification or make any other change in supplement;
(j) reduce the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights percentage of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the outstanding Notes shall be the written consent or affirmative vote of whose Holders is required to consent thereto rescind an acceleration and its consequences or for any waiver of any past Default provided for in this Indenture;
(bk) waive any amendment, waiver matter set forth in Section 8.4(a) or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes Section 8.4(b); It shall not be required to consent thereto). The necessary for the consent of the Holders is not necessary under this Indenture Section 11.2 to approve the particular form of any proposed amendment of any Notes Document. It is amendment, but it shall be sufficient if such consent approves the substance of the proposed amendmentthereof. A consent to any After an amendment or waiver under this Indenture by any Section 11.2 becomes effective, the Company shall mail to each Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tendernotice briefly describing the amendment.
Appears in 1 contract
Samples: Indenture (Sirius Xm Radio Inc.)
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 9.2, the Issuers and the Trustee may amend or supplement this Indenture and the Notes Documents may be amendedamended or supplemented, supplemented or otherwise modified with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase ofeach case, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for the Notes), and, subject to Sections 6.2, 6.4 and 6.7 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 principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). However, without Without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Noteseach Holder affected, an amendment or waiver may not, not (with respect to any Notes held by a non-consenting Holder:):
(1) reduce the stated rate principal amount of or extend the stated time for payment of interest on any such Note (other than provisions relating Notes at maturity whose Holders must consent to Change of Control and Asset Dispositions)an amendment;
(2) reduce the principal rate of or extend change or have the Stated Maturity effect of changing the time for payment of interest, including defaulted interest, on any such Note (other than provisions relating to Change of Control and Asset Dispositions)Notes;
(3) reduce the premium payable upon principal of or change or have the redemption effect of changing the fixed maturity of any such Note Notes, or change the time at date on which any such Note Notes may be redeemed, in each case as described under paragraphs 5 and 6 of subject to redemption or reduce the Notesredemption price therefor;
(4) make any such Note Notes payable in currency money other than that stated in such Notethe Notes;
(5) impair make any change in provisions of this Indenture protecting the right of any each Holder to institute suit for the enforcement of any receive payment of principal of, or of and interest or Additional Amounts, if any, on such Holder’s Note or Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of date thereof or to bring suit to enforce such Notes in any material respect payment, or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the permitting Holders of at least a majority in principal amount of such Notes and a waiver to waive Defaults or Events of the payment default that resulted from such accelerationDefault;
(96) after the Issuers’ obligation to purchase Notes arises hereunder, amend, change or modify in any material respect the obligation of the Issuers to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Change of Control has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto;
(7) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes or any Guarantee in a manner which adversely affects the Holders; or
(8) release Xxxxxx Publishing or any Guarantor that is a Significant Subsidiary of Xxxxxx Publishing from any of its obligations under its Notes Guarantee or this Indenture, except Indenture otherwise than in accordance with the terms of this Indenture and Indenture. Upon the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights written request of the Notes, the consent of Issuers accompanied by a majority of 90% or 75%, as the case may be, in aggregate principal amount resolution of the Notes shall be required Board (evidenced by an Officers’ Certificate) authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to consent thereto and (b) any amendment, waiver or other modification affects only the rights Trustee of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary of Notes as aforesaid, and upon receipt by the Trustee of an Officers’ Certificate and an Opinion of Counsel, the Trustee shall join with the Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental 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 9.2 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Section 9.2 becomes effective, the Issuers shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers 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 by any Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tenderor waiver.
Appears in 1 contract
Samples: Indenture (Oak Ridger LLC)
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 9.02, the Issuers and the Trustee may amend or supplement this Indenture, any Guarantee and the Notes Documents may be amended, supplemented or otherwise modified with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding outstanding, (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor Notes), Notes) and, subject to certain exceptionsSections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a continuing Default in the payment of interest on, premium, if any, or the principal of, any Note, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provisions thereof provision of this Indenture or Notes issued hereunder may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding Notes, (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, or purchase of, the Notes). HoweverSections 2.08 and 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02. 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. It is sufficient if such consent approves the substance of the proposed amendment. After an amendment, without supplement or waiver under this Section 9.02 becomes effective, the Issuers shall deliver electronically or mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuers to transmit such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. Without the consent of Holders holding not less than 90% (or, in the case each affected Holder of clause (9) below, 75%) of the then outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:
(1) reduce the stated rate principal amount of Notes whose Holders must consent to an amendment, supplement or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions)waiver;
(2) reduce the principal amount of or extend change the Stated Maturity fixed final maturity of any Note or alter or waive the provisions with respect to the redemption of such Note Notes (other than provisions relating to Change of Control Section 3.09, Section 4.10 and Asset DispositionsSection 4.14 hereof);
(3) reduce the premium payable upon the redemption rate of any such Note or change the time at which for payment of interest on any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the NotesNote;
(4) make any such Note payable waive a Default in currency other than that stated in such Note;
(5) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, of or interest or Additional Amountspremium, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amountson the Notes, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such 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;
(95) release make any Guarantor from Note payable in money other than that stated therein;
(6) make any of its obligations under its Notes Guarantee or this Indenture, except change in accordance with the terms provisions of this Indenture and relating to waivers of past Defaults or the Intercreditor Agreementrights of Holders to receive payments of principal of or premium, if any, or interest on the Notes;
(107) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the these amendment or and waiver provisions which require as it relates to Notes;
(8) impair the Holders’ consent pursuant to this Section 9.02. For the avoidance right of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders Holder to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment of any Notes Document. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment or waiver under this Indenture by any Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid 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 such tenderthis Indenture, modify the terms of the Guarantees of the Parent or any Significant Subsidiary in any manner adverse to the Holders of the Notes.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth herein, the Notes Documents may be amended, supplemented or otherwise modified with With the consent of the Holders of at least not less than a majority in aggregate principal amount of the Notes then outstanding issued pursuant to this Indenture (including consents obtained in connection with any Additional Notes issued pursuant to this Indenture after the Issue Date) and then outstanding, voting as a purchase ofsingle class, the Issuer and the Trustee may enter into an indenture or tender offer or exchange offer for, Notes) and, subject supplemental indentures to certain exceptions, any default or compliance with this Indenture for the purpose of adding any provisions thereof may be waived with to or changing in any manner or eliminating any of the provisions of this Indenture or the Notes or of modifying in any manner the rights of the Holders under this Indenture, including the definitions herein; provided, that (i) if any such supplemental indenture would by its terms disproportionately and adversely affect either Series of Notes under this Indenture, such supplemental indenture shall also require the consent of the Holders of at least a majority in principal amount of the then-outstanding Notes of such Series and (ii) if any such supplemental indenture would only affect the Notes of one Series of Notes, then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). However, without only the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:
(1) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of the then-outstanding Notes of such affected Series (and not the consent of at least a majority in principal amount of all Notes issued under this Indenture and a waiver then-outstanding) shall be required; and provided, further, that no such supplemental indenture shall, without the consent of the Holder of each outstanding Note affected thereby:
(1) change the Stated Maturity of any Note or of 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 maturity thereof, or change the place of payment default that resulted from where, or the coin or currency in which, any Note or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such accelerationpayment on or after the Stated Maturity thereof, or change the date on which any Note may be subject to redemption or reduce the Redemption Price therefor;
(92) reduce the 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 or change any provision of this Indenture affecting the ranking of any Notes or any Note Guarantee in a manner adverse to the Holders of such Notes;
(4) 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 certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby; or
(5) without the consent of the Holders of 66 2/3% in aggregate principal amount of the Notes, release any Guarantor from any of its obligations Note Guarantee that is required to be maintained under its Notes Guarantee or this Indenture, except Indenture (other than in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the Indenture). The Holders of not less than a majority in aggregate principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent issued pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of Indenture (including any Additional Notes issued pursuant to this Indenture after the Issue Date) and then-outstanding, voting as a single class, may on behalf of the Holders of all the Notes issued pursuant to this Indenture waive any past default under this Indenture and its consequences; provided that (i) if any such waiver would by its terms disproportionately and adversely affect either Series of Notes under this Indenture, such waiver shall also require the consent of the Holders of at least a majority in principal amount of the then-outstanding Notes of such Series and (ii) if any such waiver would only affect the Notes of one Series, then only the consent of the Holders of at least a majority in principal amount of the then-outstanding Notes of such affected Series (and not the consent of at least a majority in principal amount of all Notes issued under this Indenture and then-outstanding) shall be deemed to impair or affect required; and provided, further, that no waiver shall be effective without the consent of the Holder of each outstanding Note affected thereby in the case of a default:
(1) in any rights payment in respect of Holders to receive payment the principal of principal of, or interest (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 Issuer), on the Notes. Notwithstanding the foregoing, if or
(a2) any amendment, waiver in respect of a covenant or other modification affects the rights of the Notes, provision hereof which under this Indenture cannot be modified or amended without the consent of a majority the Holder of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes each outstanding Note affected. It shall not be required to consent thereto). The necessary for the consent of the Holders is not necessary under this Indenture Section to approve the particular form of any proposed amendment of any Notes Document. It is amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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 tenderthereof.
Appears in 1 contract
Samples: Indenture (Rock-Tenn Co of Texas)
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 11.2, this Indenture or the Notes Documents Securities may be amended, supplemented modified or otherwise modified supplemented, and noncompliance in any particular instance with any provision of this Indenture or the Securities may be waived, in each case with the written consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent affirmative vote of the Holders of at least a majority in of the principal amount of the Notes then outstanding at the time outstanding. Without the written consent or the affirmative vote of each Holder of Notes affected thereby (including consents obtained in connection with a purchase of, addition to the written consent or tender offer or exchange offer for, Notes). However, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) affirmative vote of the then outstanding holders of at least a majority of the principal amount of the NotesSecurities at the time outstanding), an amendment or waiver under this Section 11.2 may not, with respect to any Notes held by a non-consenting Holder:
(1a) reduce change the stated rate maturity of the principal amount of, or extend the stated time for payment date of any installment of interest on or Additional Interest, if any, on, any such Note (other than provisions relating to Change of Control and Asset Dispositions)Security;
(2b) reduce the principal of amount, Redemption Price, Purchase Price or extend the Stated Maturity of Fundamental Change Purchase Price of, or interest or Additional Interest, if any, on, any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5c) change the currency of payment of the principal amount, Redemption Price, Purchase Price or Fundamental Change Purchase Price of, or interest or Additional Interest, if any, on, any Note from U.S. Dollars;
(d) impair or adversely affect the rate of accrual of interest or Additional Interest, if any, on any Note, or the manner of calculation thereof;
(e) impair the right of any Holder to institute suit for the enforcement of any payment of principal or with respect to, or conversion of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates thereforany Note;
(6f) make any change modify the Company’s obligation to maintain a Registrar, Paying Agent, Conversion Agent and an office or agency where notices and demands to or upon the Company in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless Securities and this Indenture may be served in the applicable Payor agrees to pay Additional AmountsBorough of Manhattan, if any, in respect thereofNew York City;
(7g) release all modify the optional redemption provisions of ARTICLE III in a manner adverse to the Holders of Notes;
(h) impair or substantially all security interests granted for adversely affect the benefit purchase rights of the Holders of the Notes as provided in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this IndentureARTICLE IV or ARTICLE V;
(8) waive a Default i) impair or Event adversely affect the conversion rights of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration Holders of the Notes by as provided in ARTICLE XII;
(j) modify the subordination provisions of ARTICLE XIII in a manner adverse to the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such accelerationNotes;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10k) reduce the percentage of the principal amount of the outstanding Notes the written consent or affirmative vote of whose holders must consent to Holders is required for any such amendment, waiver or modification or make any other change in supplement;
(l) reduce the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights percentage of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the outstanding Notes shall be the written consent or affirmative vote of whose Holders is required to consent thereto rescind an acceleration and its consequences or for any waiver of any past Default provided for in this Indenture; or
(bm) waive any amendmentmatter set forth in Section 8.4(a), waiver Section 8.4(b), or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes Section 8.4(c). It shall not be required to consent thereto). The necessary for the consent of the Holders is not necessary under this Indenture Section 11.2 to approve the particular form of any proposed amendment of any Notes Document. It is amendment, but it shall be sufficient if such consent approves the substance of the proposed amendmentthereof. A consent to any After an amendment or waiver under this Indenture by any Section 11.2 becomes effective, the Company shall mail to each Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tendernotice briefly describing the amendment.
Appears in 1 contract
Samples: Indenture (CTS Corp)
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 8.2, this Indenture or the Notes Documents may be amended, supplemented modified or otherwise modified supplemented, and noncompliance in any particular instance with any provision of this Indenture or the Notes may be waived, in each case (i) with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the written consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes then outstanding or (including consents obtained in connection with ii) by the adoption of a purchase ofresolution, or tender offer or exchange offer for, Notes). However, without the consent at a meeting of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding Notes at which a quorum (as prescribed in Section 9.4) is present, by the Holders of a majority in aggregate principal amount of the Notesoutstanding Notes represented at such meeting. Without the written consent or the affirmative vote of each Holder so affected, an amendment amendment, modification or waiver under this Section 8.2 may not, with respect to any Notes held by a non-consenting Holder:
(1a) reduce change the stated rate maturity of the principal of, or extend the stated time for payment any installment of interest on (including Additional Interest, if any) on, any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(2b) reduce the principal amount of, or premium, if any, or interest (including Additional Interest or any payment of or extend the Stated Maturity of liquidated damages, if any) on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5c) change the currency of payment of principal of, premium, if any, or interest (including Additional Interest, if any) on any Note;
(d) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, in or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates thereforwith respect to any Note;
(6e) make any change in Section 4.15 that adversely affects modify the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any obligations of the Taxes described thereunder Issuer or the Company to maintain an exemption from any obligation office or agency in The City of New York pursuant to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereofSection 10.2 hereof;
(7f) release all amend the Designated Event Repurchase Right after the occurrence of a Change in Control or substantially all security interests granted for the benefit right to convert any Note in a manner adverse to the Holders; provided, however, that the execution of a supplemental indenture solely to permit an Acquiror to assume the Holders in Issuer's or the Escrow Collateral other than in accordance with Company's obligations under the Escrow Agreement, Notes shall not be deemed to be adverse to the Escrow Charge and this IndentureHolders;
(8) waive g) modify the redemption payment provisions of this Indenture in a Default or Event of Default with respect manner adverse to the nonpayment Holders;
(h) reduce the percentage of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes and outstanding necessary to waive a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or amend or modify this Indenture, except in accordance with the terms to provide that certain other provisions of this Indenture and cannot be modified or waived without the Intercreditor Agreement;consent of the Holder of each outstanding Note affected thereby; or
(10i) reduce the principal amount requirements of Notes whose holders must consent to any amendment, waiver Section 9.4 hereof for quorum or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment tovoting, or deletion of, or actions taken in compliance with, Article 4 reduce the percentage of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the outstanding Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority whose Holders is required for any such supplemental indenture or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, whose Holders is required for any waiver provided for in aggregate principal amount of the unaffected series of Notes this Indenture. It shall not be required to consent thereto). The consent necessary for any Act of the Holders is not necessary of Notes under this Indenture Section 8.2 to approve the particular form of any proposed amendment of any Notes Document. It is proposal supplemental indenture, but it shall be sufficient if such consent approves Act shall approve the substance of the proposed amendment. A consent to any amendment 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 tenderthereof.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth herein, the Notes Documents may be amended, supplemented or otherwise modified with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with With the consent of the Holders of at least not less than a majority in aggregate principal amount of the outstanding Notes, the Issuers, the Guarantors, if any, and the Trustee may amend or supplement this Indenture, the Notes then outstanding (or the Guarantees, as applicable, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture, the Notes or the Guarantees or of modifying in any manner the rights of the Holders under this Indenture, the Notes or the Guarantees, including consents obtained in connection with a purchase ofthe definitions herein and therein; provided, however, that no such amendment or tender offer or exchange offer for, Notes). Howeversupplement shall, without the consent of Holders holding not less than 90% (or, in the case Holder of clause (9) below, 75%) of the then each outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting HolderNote affected thereby:
(1) reduce the stated rate principal amount of Notes issued thereunder whose Holders must consent to an amendment, supplement or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions)waiver;
(2) reduce the principal of or extend change the Stated Maturity fixed maturity of any Note or alter the provisions with respect to the redemption of such Note Notes issued thereunder (other than provisions relating to Change of Control Sections 3.9, 4.10 and Asset Dispositions4.14 except as set forth in item (10) below);
(3) reduce the premium payable upon the redemption rate of any such Note or change the time at which for payment of interest on any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notesissued thereunder;
(4) make any such Note payable waive a Default or Event of Default in currency other than that stated in such Note;
(5) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or premium, or Additional AmountsInterest, if any, on such Holder’s the Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described issued thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the such Notes issued thereunder by the Holders holders of at least a majority in aggregate principal amount of such Notes issued thereunder with respect to a nonpayment default and a waiver of the payment default that resulted from such acceleration);
(95) release make any Guarantor from Note payable in money other than that stated in the Notes;
(6) make any of its obligations under its Notes Guarantee or this Indenture, except change in accordance with the terms provisions of this Indenture and relating to waivers of past Defaults or the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders of Notes to receive payment payments of principal of, or interest or premiumpremium or Additional Interest, if any, on such Notes issued thereunder or impair the right of any holder of Notes to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes. Notwithstanding ;
(7) waive a redemption payment with respect to any Note issued thereunder (other than a payment required by Sections 3.9, 4.10 and 4.14 except as set forth in item (10) below);
(8) make any change in the foregoingranking, priority or subordination provisions of any Note that would adversely affect the Holders of such Notes;
(9) modify the Guarantees, if (a) any, in any amendment, waiver or other modification affects manner materially adverse to the rights Holders of the Notes;
(10) amend, change or modify in any material respect the consent obligation of the Company to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred or make and consummate an Asset Sale Offer in respect of an Asset Sale that has been consummated after a requirement to make an Asset Sale Offer has arisen; or
(11) make any change in the preceding amendment and waiver provisions. The Holders of not less than a majority of 90% or 75%, as the case may be, in aggregate principal amount of the outstanding Notes shall be may on behalf of the Holders of all the Notes 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 consent thereto and have been purchased pursuant to an Offer to Purchase which has been made by the Company), or
(b2) any amendment, waiver in respect of a covenant or other modification affects only the rights of the Senior Euro Notes provision hereof which under this Indenture cannot be modified or only the rights of the Senior Dollar Notes, amended without the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount Holder of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes each outstanding Note affected. It shall not be required to consent thereto). The necessary for the consent of the Holders is not necessary of Notes under this Indenture Section 9.2 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Section 9.2 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the 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 by any Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tenderor waiver.
Appears in 1 contract
Samples: Indenture (Yankee Holding Corp.)
With Consent of Holders of Notes. Except as otherwise set forth herein, the Notes Documents Other modifications and amendments of this Indenture may be amended, supplemented or otherwise modified made with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase ofNotes issued under this Indenture, or tender offer or exchange offer forexcept that, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with without the consent of each Holder affected thereby, no amendment may: (i) reduce the amount of Notes whose Holders must consent to an amendment; (ii) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes; (iii) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase, or reduce the redemption or repurchase price therefor; (iv) make any Notes payable in money other than that stated in the Notes; (v) make any change in provisions of this Indenture protecting the right of each Holder to receive payment of principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of at least a majority in principal amount of Notes to waive Defaults or Events of Default; (vi) amend, change or modify in any material respect the Notes then outstanding (including consents obtained in connection with obligation of the Company to make and consummate a purchase of, or tender offer or exchange offer for, Notes). However, without the consent Change of Holders holding not less than 90% (or, Control Offer in the case event of clause (9) below, 75%) a Change of the then outstanding principal amount of the Notes, an amendment Control or waiver may not, make and consummate a Net Proceeds Offer with respect to any Notes held by a non-consenting Holder:
Asset Sale that has been consummated or modify any of the provisions or definitions with respect thereto; or (1vii) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note modify or change any provision of this Indenture or the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 related definitions affecting the subordination or ranking of the Notes;
(4) make Notes or any such Note payable Guarantee in currency other than that stated in such Note;
(5) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that a manner which adversely affects the right of any Holder of such Notes in any material respect Holders; or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9viii) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except Indenture otherwise than in accordance with the terms of this Indenture and Indenture. Upon the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights request of the NotesCompany accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the consent filing with the Trustee of a majority of 90% or 75%, as evidence satisfactory to the case may be, in aggregate principal amount Trustee of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee'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 under this Section 9.02 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance thereof. The calculation of the proposed Holders of Notes so consenting shall be made pursuant to Section 2.09 hereof. After an amendment. A consent to any amendment , supplement or waiver under this Indenture by Section becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any Holder given defect therein, shall not, however, in connection with a tender any way impair or affect the validity of any such Holder’s Notes will not be rendered invalid by such tenderamended or supplemental indenture or waiver.
Appears in 1 contract
Samples: Indenture (Air Rental Supply Inc)
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 11.2, this Indenture or the Notes Documents may be amended, supplemented modified or otherwise modified supplemented, and noncompliance in any particular instance with any provision of this Indenture or the Notes may be waived, in each case with the written consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent affirmative vote of the Holders of at least a majority in of the principal amount of the Notes then outstanding at the time outstanding. Without the written consent or the affirmative vote of each Holder of Notes affected thereby (including consents obtained in connection with a purchase of, addition to the written consent or tender offer or exchange offer for, Notes). However, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) affirmative vote of the then outstanding holders of at least a majority of the principal amount of the NotesNotes at the time outstanding), an amendment or waiver under this Section 11.2 may not, with respect to any Notes held by a non-consenting Holder:
(1a) reduce change the stated rate maturity of the principal amount of, or extend the stated time for payment date of any installment of interest on (including Contingent Interest and Additional Interest, if any) on, any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(2b) reduce the principal of amount, Redemption Price, Purchase Price or extend the Stated Maturity of Fundamental Change Purchase Price of, or interest (including Contingent Interest and Additional Interest, if any) on, any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5c) change the currency of payment of the principal amount, Redemption Price, Purchase Price or Fundamental Change Purchase Price of, or interest (including Contingent Interest and Additional Interest, if any) on, any Note from U.S. Dollars;
(d) impair or adversely affect the rate of accrual of interest (including Contingent Interest and Additional Interest, if any) on any Note, or the manner of calculation thereof;
(e) impair the right of any Holder to institute suit for the enforcement of any payment of principal with respect to, or conversion of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates thereforany Note;
(6f) make any change modify the Company's obligation to maintain a Registrar, Paying Agent, Conversion Agent and an office or agency where notices and demands to or upon the Company in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless Notes and this Indenture may be served in the applicable Payor agrees to pay Additional AmountsBorough of Manhattan, if any, in respect thereofNew York City;
(7g) release all modify the optional redemption provisions of ARTICLE III in a manner adverse to the Holders of Notes;
(h) impair or substantially all security interests granted for adversely affect the benefit purchase rights of the Holders of the Notes as provided in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this IndentureARTICLE IV or ARTICLE V;
(8) waive a Default i) impair or Event adversely affect the conversion rights of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration Holders of the Notes by as provided in ARTICLE XII;
(j) modify the subordination provisions of ARTICLE XIII in a manner adverse to the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such accelerationNotes;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10k) reduce the percentage of the principal amount of the outstanding Notes the written consent or affirmative vote of whose holders must consent to Holders is required for any such amendment, waiver or modification or make any other change in supplement;
(l) reduce the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights percentage of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the outstanding Notes shall be the written consent or affirmative vote of whose Holders is required to consent thereto rescind an acceleration and its consequences or for any waiver of any past Default provided for in this Indenture; or
(bm) waive any amendmentmatter set forth in Section 8.4(a), waiver Section 8.4(b), or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes Section 8.4(c). It shall not be required to consent thereto). The necessary for the consent of the Holders is not necessary under this Indenture Section 11.2 to approve the particular form of any proposed amendment of any Notes Document. It is amendment, but it shall be sufficient if such consent approves the substance of the proposed amendmentthereof. A consent to any After an amendment or waiver under this Indenture by any Section 11.2 becomes effective, the Company shall mail to each Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tendernotice briefly describing the amendment.
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Samples: Indenture (Synaptics Inc)
With Consent of Holders of Notes. Except as otherwise set forth herein, the Notes Documents may be amended, supplemented or otherwise modified with (a) With the consent of (i) the Holders of at least not less than a majority in aggregate principal amount of the Notes then outstanding Notes, the Issuer, the Guarantors and the Trustee may enter into an indenture or indentures supplemental to this Indenture (including together with the other consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notesrequired thereby) and, subject to certain exceptions, any default or compliance with for the purpose of adding any provisions thereof may be waived with to or changing in any manner or eliminating any of the consent provisions of this Indenture or the Notes or of modifying in any manner the rights of the Holders of at least the Notes under this Indenture, including the definitions herein, and (ii) the Holders of not less than a majority in aggregate principal amount of the outstanding Notes then outstanding (including consents obtained and the Permitted Additional Pari Passu Obligations, voting as one class, the Issuer, the Guarantors, the Trustee and the Collateral Agent may amend or otherwise modify in connection with a purchase ofany manner the Security Documents or the obligations thereunder, including, without limitation, as to property that constitutes less than all or tender offer substantially all of the Collateral, release the Lien on such Collateral; provided, however, that no such supplemental indenture, modification or exchange offer for, Notes). Howeveramendment shall, without the consent of Holders holding not less than 90% (or, in the case Holder of clause (9) below, 75%) of the then each outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting HolderNote affected thereby:
(1) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend change the Stated Maturity of any such Note (other than provisions relating to Change or of Control and Asset Dispositions);
(3) 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 upon thereon, or reduce the redemption amount that would be due and payable on acceleration of any such Note the maturity thereof, or change the time at which place of payment where, or the coin or currency in which, any such Note may be redeemedor any premium or interest thereon is payable, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) or impair the right of any Holder to institute suit for the enforcement of any such payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor;,
(62) reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture or amendment, 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 Issuer to make any change Offers to Purchase upon a Change of Control or from the Excess Proceeds of Asset Sales or Excess Proceeds from an Event of Loss if such modification was done after the occurrence of such Change of Control, or after the obligation to make an Asset Sale Offer has arisen, as applicable; provided that prior to the occurrence of a Change of Control or Asset Sale, the Holders of a majority in Section 4.15 that adversely affects aggregate principal amount of the Notes then outstanding may waive the requirement to make or complete an Offer to Purchase or Asset Sale Offer,
(4) subordinate, in right of payment, the Notes to any Holder other Debt of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from Issuer,
(5) modify any of the Taxes described thereunder provisions of this Section 9.2 or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit provisions of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms Section 6.4 of this Indenture and relating to waivers of past payment defaults or the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders of Notes to receive payment payments of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) except to increase any amendment, waiver such percentage required for such actions or to provide that certain other modification affects the rights provisions of the Notes, this Indenture cannot be modified or waived without the consent of a majority the Holder of 90each outstanding Note affected thereby, or
(6) release any Guarantees of any Subsidiaries that constitute (individually or in the aggregate) in excess of either 5% of the Issuer’s Consolidated Net Tangible Assets or 75%5% of the Issuer’s consolidated revenues required to be maintained under this Indenture (other than in accordance with the terms of this Indenture).
(b) In addition, as any amendment to, or waiver of, the case may be, 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 this Indenture and the Security Documents or modifying the Intercreditor Agreement in any manner adverse in any material respect to the Holders of the Notes will require the consent of the Holders of at least 662/3% in aggregate principal amount of the Notes shall be required to consent thereto and (bincluding, for the avoidance of doubt, Additional Notes) any amendmentthen outstanding, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, voting as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment of any Notes Document. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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 tenderone class.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth herein, the Notes Documents may be amended, supplemented or otherwise modified with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with With the consent of the Holders of at least not less than a majority in aggregate principal amount of the outstanding Notes, the Issuer, the Guarantors and the Trustee may enter into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Notes then outstanding (or of modifying in any manner the rights of the Holders of the Notes under this Indenture, including consents obtained in connection with a purchase ofthe definitions herein; provided, or tender offer or exchange offer forhowever, Notes). Howeverthat no such supplemental indenture shall, without the consent of Holders holding not less than 90% (or, in the case Holder of clause (9) below, 75%) of the then each outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting HolderNote affected thereby:
(1) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend change the Stated Maturity of any such Note (other than provisions relating to Change or of Control and Asset Dispositions);
(3) 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 upon thereon, or reduce the redemption amount that would be due and payable on acceleration of any such Note the maturity thereof, or change the time at which place of payment where, or the coin or currency in which, any such Note may be redeemedor any premium or interest thereon is payable, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) or impair the right of any Holder to institute suit for the enforcement of any such payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor;,
(2) reduce the 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 Issuer to make an Offer to Purchase upon a Change of Control if such modification was done after the occurrence of such Change of Control,
(4) modify any provision of this Indenture affecting the ranking of the Notes or any Note Guarantee in a manner adverse to the Holders of the Notes,
(5) modify any provision specifying requirements to effect waiver of defaults or certain covenants, except to increase any such percentage required for such actions 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, or
(6) make release any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation Guarantees required to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
be maintained under this Indenture (7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount Indenture). The Holders of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of not less than a majority of 90% or 75%, as the case may be, in aggregate principal amount of the outstanding Notes shall be may on behalf of the Holders of all the Notes 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 consent thereto and have been purchased pursuant to an Offer to Purchase which has been made by the Issuer), which default may only be waived in accordance with Section 6.4, or
(b2) any amendment, waiver in respect of a covenant or other modification affects only the rights of the Senior Euro Notes provision hereof which under this Indenture cannot be modified or only the rights of the Senior Dollar Notes, amended without the consent of a majority or 90% or 75%the Holder of each outstanding Note affected, as contemplated in the case may be, in aggregate principal amount first paragraph of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment of any Notes Document. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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.Section 9.2
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided above in Section 9.01 and below in this Section 9.02, the Notes Documents Issuers, the Guarantors and the Trustee may be amended, supplemented amend or otherwise modified with the consent of Holders of at least a majority in principal amount of supplement this Indenture or the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding Notes (including consents obtained in connection with a purchase of, 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 or compliance with any provision of this 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 consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). However, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Noteseach Holder affected, an amendment amendment, supplement or waiver may not, not (with respect to any Notes held by a non-consenting Holder:):
(1a) reduce the stated principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) reduce the principal of or change the fixed maturity of any Note or alter any of the provisions with respect to the redemption or repurchase of the Notes (other than the minimum required notice period set forth in Section 3.03 or provisions relating to Sections 3.09, 4.10 and 4.15 hereof);
(c) reduce the rate of or extend change the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5d) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to in the nonpayment payment of principalprincipal of or premium, premium or interest or Additional AmountsInterest, if any any, on the Notes (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such the Notes and a waiver of the payment default that resulted from such acceleration);
(9e) make any Note payable in money other than that stated in the Notes;
(f) 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, interest or Additional Interest, if any, on the Notes (except as permitted in clause (g) below);
(g) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Sections 3.09, 4.10 and 4.15 hereof);
(h) release any Guarantor from any of its obligations under its Notes Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;Indenture; or
(10i) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any preceding amendment, supplement and waiver or other modification affects provisions. Upon the rights request of the NotesIssuers accompanied by Board Resolutions authorizing their execution of any such amended or supplemental indenture, and upon the consent filing with the Trustee of a majority of 90% or 75%, as evidence satisfactory to the case may be, in aggregate principal amount Trustee of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture, unless such amended or supplemental 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 of any Notes Document. It is amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Section becomes effective, the Company shall mail (or send electronically) to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail (or send electronically) such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture by any Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tenderor waiver.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 9.02 hereof, the Notes Company and the Trustee may amend or supplement this Indenture, the Notes, the Subsidiary Guarantees or any Security Documents may be amended, supplemented or otherwise modified with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a the purchase of, or a tender offer or exchange offer for, the Notes) ), and, subject to certain exceptionsSections 6.04 and 6.07 hereof, any default existing Default or Event of Default or compliance with any provisions thereof provision of this Indenture, the Notes, the Subsidiary Guarantees or any Security Documents may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). However, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Noteseach Holder affected, an amendment or waiver may not, not (with respect to any Notes held by a non-consenting Holder:):
(1a) reduce the stated amount of Notes whose Holders must consent to an amendment;
(b) reduce the rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(2c) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(3d) reduce alter the premium payable upon provisions with respect to the redemption or repurchase of any such Note the Notes or change the time at which any such Note may be redeemed, in each case redeemed or repurchased as described under paragraphs 5 and 6 Section 4.10, 4.16 or 4.17 (whether through amendment or waiver of provisions in the Notescovenants, definitions, or otherwise);
(4e) make any such Note payable in currency money other than that stated in such the Note;
(5f) impair the right of any Holder of the Notes to institute suit for the enforcement of any receive payment of principal of, or interest or Additional Amountsof and premium, if any, and interest on such Holder’s Notes on or after the due dates therefortherefor or to institute suit for the enforcement of any payment on or with respect to such Xxxxxx’s Notes;
(6g) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes amendment provisions which require each Holder’s consent or in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereofwaiver provisions;
(7h) make any change in the ranking or priority of any Note or any Subsidiary Guarantee, or release any Guarantor from its Subsidiary Guarantee except as provided in this Indenture; or
(i) except as specifically permitted by this Indenture or any Security Documents, release all or substantially all security interests granted for the benefit of the Holders in Liens on the Escrow Collateral other than in accordance Collateral. 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, and upon the filing with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event Trustee of Default with respect evidence satisfactory to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration Trustee of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary of Notes as aforesaid, and upon receipt by a Responsible Officer of the Trustee of an Officers’ Certificate and an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee, the Trustee shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own rights, 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 of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Indenture by Section becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any Holder given defect therein, shall not, however, in connection with a tender any way impair or affect the validity of any such Holder’s Notes will not be rendered invalid by such tenderamended or supplemental indenture or waiver.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth herein, the Notes Documents may be amended, supplemented or otherwise modified with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with With the consent of the Holders of at least not less than a majority in aggregate principal amount of the Notes then outstanding Notes, the Issuer, the Note Guarantors and the Trustee may amend or supplement this Indenture, (including any Note Guarantee) and the Notes (together with the other consents obtained required thereby) for the purpose of adding any provisions to or changing in connection with a purchase ofany manner or eliminating any of the provisions of this Indenture or (including any Note Guarantee) or the Notes or of modifying in any manner the rights of the Holders of the Notes under this Indenture (including any Note Guarantee), including the definitions herein; provided, however, that no such supplemental indenture, modification or tender offer or exchange offer for, Notes). Howeveramendment shall, without the consent of Holders holding not less than 90% (or, in the case Holder of clause (9) below, 75%) of the then each outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting HolderNote affected thereby:
(1a) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend change the Stated Maturity of any such Note (other than provisions relating to Change or of Control and Asset Dispositions);
(3) 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 upon thereon, reduce the redemption amount that would be due and payable on acceleration of any such Note the maturity thereof, or change the time at coin or currency in which any such Note may be redeemedor any premium or interest thereon is payable, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) or impair the right of any Holder to institute suit for the enforcement of any such payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates thereforStated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the redemption price therefor (except to alter or waive provisions in Section 4.10 and Section 4.14) (other than as provided in clause (f) below) or to modify the definition of “Change of Control”);
(6b) make any change reduce the percentage in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any aggregate principal amount of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreementoutstanding Notes, the Escrow Charge consent of whose Holders is required for any such supplemental indenture or amendment, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults thereunder and their consequences) provided for in this Indenture;
(8) waive a Default or Event c) subordinate, in right of Default with respect payment, the Notes to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration other Debt of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such accelerationIssuer;
(9d) 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 certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby;
(e) release any Guarantor from any of its obligations Guarantees required to be maintained under its Notes Guarantee or this Indenture, except Indenture (other than in accordance with the terms of this Indenture and the Intercreditor Agreement;Indenture); or
(10f) reduce amend, change or modify the principal amount obligation of Notes whose holders must consent the Issuer to make and consummate an Offer to Purchase with respect to any amendmentAsset Sale in accordance with Section 4.10 after the obligation to make such Offer to Purchase has arisen, waiver or modification or the obligation of the Issuer to make any other change and consummate an Offer to Purchase in the amendment 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 waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken modifying any definition relating thereto (other than as provided in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if clause (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent theretoabove). The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment of any Notes Documentamendment. It is sufficient if such consent approves the substance of the proposed amendment. A consent to The Holders of not less than a majority in aggregate principal amount of the outstanding Notes may on behalf of the Holders of all the Notes waive any amendment or waiver existing past default under this Indenture and its consequences, except a default:
(i) 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 Issuer), 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 (provided, that such rescission or waiver would not conflict with any Holder given judgment of a court or competent jurisdiction); or
(ii) in connection with respect of a tender of such Holder’s Notes will covenant or provision contained in this Indenture or any Guarantee which under this Indenture cannot be rendered invalid by such tendermodified or amended without the consent of the Holder of each outstanding Note affected.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 9.2, the Company and the Trustee may amend or supplement this Indenture, the Notes, the Security Documents and any other agreement or instrument entered into by it in connection with this Indenture, the Notes or the Security Documents may be amended, supplemented or otherwise modified with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for the Notes), and, subject to Sections 6.2, 6.4 and 6.7 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 principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). However, without Without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Noteseach Holder affected, an amendment or waiver may not, not (with respect to any Notes held by a non-consenting Holder:):
(1) reduce the stated rate amount of Notes whose Holders must consent to an amendment, supplement or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions)waiver;
(2) reduce the principal rate of or extend change or have the Stated Maturity effect of changing the time for payment of interest, including defaulted interest, on any such Note (other than provisions relating to Change of Control and Asset Dispositions)Notes;
(3) reduce the premium payable upon principal of or change or have the redemption effect of changing the fixed maturity of any such Note Notes, or change the time at date on which any such Note Notes may be redeemed, in each case as described under paragraphs 5 and 6 of subject to redemption or reduce the Notesredemption price therefor;
(4) make any such Note Notes payable in currency money other than that stated in such Notethe Notes;
(5) impair make any change in provisions of this Indenture (a) protecting the right of any each Holder to institute suit for the enforcement of any receive payment of principal of, or of and interest or Additional Amounts, if any, on such Holder’s Notes Note on or after the due dates therefor;
date thereof or to bring suit to enforce such payment, or (6b) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the permitting Holders of at least a majority in principal amount of such Notes and a waiver to waive Defaults or Events of the payment default that resulted from such accelerationDefault;
(96) after the Company's obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control, make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or make and consummate a Loss Proceeds Offer in the event of a Event of Loss or, after such Change of Control or Event of Loss has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto;
(7) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes or any Guarantee in a manner which adversely affects the Holders; or
(8) release (a) any Guarantor that is a Significant Subsidiary from any of its obligations under its Notes Guarantee or this Indenture, except Indenture otherwise than in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver all or other modification affects only the rights substantially all of the Senior Euro Notes or only Collateral otherwise than in accordance with the rights terms of this Indenture. Upon the written request of the Senior Dollar NotesCompany accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the consent filing with the Trustee of a majority or 90% or 75%, as evidence satisfactory to the case may be, in aggregate principal amount Trustee of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary of Notes as aforesaid, and upon receipt by the Trustee of an Officers' Certificate and an Opinion of Counsel, the Trustee shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental 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 9.2 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Section 9.2 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the 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 by any Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tenderor waiver.
Appears in 1 contract
Samples: Indenture (Omnova Solutions Inc)
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided above in Section 10.01 and below in this Section 10.02, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture and the Notes Documents may be amended, amended or supplemented or otherwise modified with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Sections 7.04 and 7.07 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 consents obtained in connection with a purchase of, tender offer or exchange offer for Notes). However, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Noteseach Holder affected, an amendment amendment, supplement or waiver may not, not (with respect to any Notes held by a non-consenting Holder:):
(1a) reduce the stated principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;
(b) 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 or repurchase of the Notes (other than provisions relating to Sections 4.09, 5.10 and 5.15 hereof);
(c) reduce the rate of or extend change the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5d) impair waive a Default or Event of Default in the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amountspremium, if any, on such Holder’s the Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such the Notes and a waiver of the payment default that resulted from such acceleration);
(9e) make any Note payable in currency other than that stated in the Notes;
(f) 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 or interest on the Notes (except as permitted in clause (g) below);
(g) waive a redemption or repurchase payment with respect to any Note (other than a payment required by Sections 4.09, 5.10 and 5.15 hereof);
(h) release any Guarantor from any of its obligations under its Notes Subsidiary Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;Indenture; or
(10i) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any preceding amendment, supplement and waiver or other modification affects provisions. Upon the rights request of the NotesIssuers, and upon the consent filing with the Trustee of a majority of 90% or 75%, as evidence satisfactory to the case may be, in aggregate principal amount Trustee of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 10.06 hereof, the Trustee shall join with the Issuers and the Guarantors in the execution of such amended or supplemental indenture, unless such amended or supplemental 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 10.02 to approve the particular form of any proposed amendment of any Notes Document. It is amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Section becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the 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 by any Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tenderor waiver.
Appears in 1 contract
Samples: Third Supplemental Indenture (Access Midstream Partners Lp)
With Consent of Holders of Notes. Except as otherwise set forth hereinSubject to Sections 6.04 and 6.07 and without prior notice to the Holders, the Company, each of the Guarantors and the Trustee may amend or supplement this Indenture and the Notes Documents may be amended, supplemented or otherwise modified with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase ofvoting as one class), or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent of and the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection voting as one class) by written notice to the Trustee may waive future compliance by the Company with a purchase of, any provision of this Indenture or tender offer or exchange offer for, the Notes). HoweverNotwithstanding the provisions of this Section 9.02, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Noteseach Holder affected, an amendment amendment, supplement or waiver, including a waiver pursuant to Section 6.04, may not, with respect to any Notes held by a non-consenting Holder:
(1a) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend the Stated Maturity of the principal of, or any such Note (other than provisions relating to Change installment of Control and Asset Dispositions)principal or interest on, any Note;
(3b) reduce the premium principal amount of or rate of interest on any Note, or any amount payable upon the redemption of any such Note thereof, except as provided in this Indenture or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4c) make change any such Note payable in place or currency other than that stated in such of payment of principal of or interest on any Note;
(5d) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates thereforStated Maturity on any Note;
(6e) make any change in Section 4.15 that adversely affects reduce the right percentage or principal amount of any Holder outstanding Notes the consent of such Notes in any material respect whose Holders is necessary to modify or amends the terms amend this Indenture or to waive compliance with certain provisions of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and certain Defaults under this Indenture;
(8) f) waive a Default or Event an uncured default in the payment of Default with respect to the nonpayment principal of principal, premium or interest or Additional Amounts, if on any Note; or
(except pursuant to a rescission of acceleration g) modify any of the Notes by the Holders provisions of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this IndentureSection 9.02, except in accordance with the terms to increase any such percentage or to provide that certain other provisions of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver cannot be modified or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, waived without the consent of a majority the Holder of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes each outstanding Note affected thereby. It shall not be required to consent thereto). The necessary for the consent of the Holders is not necessary under this Indenture Section 9.02 to approve the particular form of any proposed amendment of any Notes Document. It is amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Indenture by Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. The Company will mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any Holder given defect therein, shall not, however, in connection with a tender any way impair or affect the validity of any such Holder’s Notes will not be rendered invalid by such tendersupplemental indenture or waiver.
Appears in 1 contract
Samples: Indenture (Molina Healthcare Inc)
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 9.2, the Company and the Trustee may amend or supplement this Indenture, the Security Documents and the Notes Documents may be amended, amended or supplemented or otherwise modified with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for the Notes), and, subject to Sections 6.2, 6.4 and 6.7 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 principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). However, without Without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Noteseach Holder affected, an amendment or waiver may not, not (with respect to any Notes held by a non-consenting Holder:):
(1) reduce the stated rate amount of or extend the stated time for payment of interest on any such Note (other than provisions relating Notes whose Holders must consent to Change of Control and Asset Dispositions)an amendment;
(2) reduce the principal rate of or extend change or have the Stated Maturity effect of changing the time for payment of interest, including defaulted interest, on any such Note (other than provisions relating to Change of Control and Asset Dispositions)Notes;
(3) reduce the premium payable upon principal of or change or have the redemption effect of changing the fixed maturity of any such Note Notes, or change the time at date on which any such Note Notes may be redeemedsubject to redemption or reduce the redemption price therefor, other than prior to the Company’s obligation to purchase Notes under provisions relating to the Company’s obligation to make and consummate a Change of Control Offer in each case as described under paragraphs 5 the event of a Change of Control or to make and 6 consummate a Net Proceeds Offer with respect to any Asset Sale or to make and consummate an Event of the NotesLoss Offer with respect to any Event of Loss;
(4) make any such Note Notes payable in currency money other than that stated in such Notethe Notes;
(5) impair make any change in provisions of this Indenture protecting the right of any each Holder to institute suit for the enforcement of any receive payment of principal of, or of and interest or Additional Amounts, if any, on such Holder’s Notes Note on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of date thereof or to bring suit to enforce such Notes in any material respect payment, or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the permitting Holders of at least a majority in principal amount of such Notes and a waiver to waive Defaults or Events of the payment default that resulted from such accelerationDefault;
(96) between the date on which a Change of Control, an Asset Sale giving rise to the Company’s obligation to make a Net Proceeds Offer or an Event of Loss giving rise to the Company’s obligation to make an Event of Loss Offer occurs and the date on which the payments are made with respect to the related Change of Control Offer, Net Proceeds Offer or Event of Loss Offer, as the case may be, amend, change or modify in any material respect (A) 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 a Net Proceeds Offer with respect to Asset Sales that have been consummated or an Event of Loss Offer with respect to an Event of Loss that has occurred or (B) any of the provisions or definitions with respect thereto;
(7) modify or change any provision of this Indenture or the related definitions affecting the ranking of the Notes or subordination of any Guarantee in a manner which adversely affects the Holders in any material respect;
(8) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Notes Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture, except ; or
(9) release all or substantially all of the Collateral from the Liens of the Security Documents otherwise than in accordance with the terms of this Indenture and or the Intercreditor Agreement;
(10) reduce Security Documents. Upon the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights written request of the Notes, the consent of Company accompanied by a majority of 90% or 75%, as the case may be, in aggregate principal amount resolution of the Notes shall be required Board (evidenced by an Officers’ Certificate) authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to consent thereto and (b) any amendment, waiver or other modification affects only the rights Trustee of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary of Notes as aforesaid, and upon receipt by the Trustee of an Officers’ Certificate and an Opinion of Counsel, the Trustee shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental 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 9.2 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance thereof. No amendment of, or supplement or waiver to, this Indenture shall adversely affect the rights of the proposed holders of any Guarantor Senior Debt under Article X hereof (including any defined terms as used therein) without the consent of each holder of Guarantor Senior Debt affected thereby. After an amendment. A consent to any amendment , supplement or waiver under this Section 9.2 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the 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 by any Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tenderor waiver.
Appears in 1 contract
Samples: Indenture (Dole Food Co Inc)
With Consent of Holders of Notes. Except as otherwise set forth hereineircom Funding, the Company, any Note Guarantor, Holdings and the Trustee may amend or supplement this Indenture, the Notes Documents may be amended, supplemented or otherwise modified any amended or supplemental indenture with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), and, subject to Sections 6.7 and 6.10, any existing Default or Event of Default and its consequences or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). However, without the consent of Holders holding not less than 90% (oreach holder of an outstanding Senior Subordinated Note affected, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Notes, an no amendment or waiver may not, with respect to any Notes held by a non-consenting Holdermay:
(1) reduce the amount of Senior Subordinated Notes whose holders must consent to an amendment;
(2) reduce the stated rate of or extend the stated time for payment of interest or Additional Amounts on any such Note (other than provisions relating to Change of Control and Asset Dispositions)Senior Subordinated Note;
(23) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions)Senior Subordinated Note;
(34) reduce the premium payable upon the redemption of any such Senior Subordinated Note or change the time at which any such Senior Subordinated Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(45) make any such Senior Subordinated Note payable in currency money other than that stated in such the Senior Subordinated Note;
(56) impair the right of any Holder holder to receive payment of principal of and interest on such holder’s Senior Subordinated Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates thereforwith respect to such holder’s Senior Subordinated Notes;
(67) make any change in Section 4.15 that adversely affects the right rights of any Holder of such Senior Subordinated Notes in any material respect or amends the terms of such Senior Subordinated Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Note Guarantor from any of its obligations under its Notes any Additional Note Guarantee or this Indenture, as applicable, except in accordance with the terms of this Indenture and the Intercreditor Agreement;Indenture; or
(109) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require each holder’s consent described in this sentence. Upon the Holders’ consent pursuant request of eircom Funding, accompanied by a Board Resolution authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights Trustee of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is of Notes as aforesaid, the Trustee shall join with eircom Funding, the Company, any Note Guarantor and Holdings in the execution of such amended or supplemental indenture unless such amended or supplemental indenture adversely affects the Trustee’s own rights, duties or immunities hereunder 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 Indenture Section 9.2 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed amendmentthereof. A consent to any amendment or waiver under this Indenture by any Holder holder of Senior Subordinated Notes given in connection with a tender of such Holderholder’s Senior Subordinated Notes will not be rendered invalid by such tender. After an amendment, supplement or waiver under this Section becomes effective, the Company shall mail to the Holders of Notes a notice briefly describing the amendment, supplement or waiver. In addition, for so long as the Notes are listed on the Luxembourg Stock Exchange and/or the Irish Stock Exchange and the rules of such stock exchanges so require, the Company will publish notice of any amendment, supplement and waiver in Luxembourg in a daily newspaper with general circulation in Luxembourg (which is expected to be the Luxemburger Wort) and Dublin (which is expected to be the Irish Times). In addition (if and so long as the Notes are listed on the Irish Stock Exchange and the rules of such stock exchange shall so require) copies of all notices transmitted to Holders shall be delivered to the Companies Announcement Office of the Irish Stock Exchange. Any failure of the Company to mail or give or publish 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.
Appears in 1 contract
Samples: Senior Subordinated Indenture (Valentia Telecommunications)
With Consent of Holders of Notes. Except as otherwise set forth hereinSubject to Section 5.3(b) of the Intercreditor Agreement, the Notes Documents may be amended, supplemented or otherwise modified with the consent of (i) the Holders of at least not less than a majority in aggregate principal amount of the Notes then outstanding Notes, the Issuer, the Guarantors and the Trustee may enter into an indenture or indentures supplemental to this Indenture (including together with the other consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notesrequired thereby) and, subject to certain exceptions, any default or compliance with for the purpose of adding any provisions thereof may be waived with to or changing in any manner or eliminating any of the consent provisions of this Indenture or the Notes or of modifying in any manner the rights of the Holders of at least the Notes under this Indenture, including the definitions herein, and (ii) the holders of not less than a majority in aggregate principal amount of the outstanding Notes then outstanding (including consents obtained and the Permitted Additional Pari Passu Obligations, voting as one class, the Issuer, the Guarantors, the Trustee and the Collateral Agent may amend or otherwise modify in connection with a purchase ofany manner the Security Documents or the obligations thereunder; provided, however, that no such supplemental indenture, modification or tender offer or exchange offer for, Notes). Howeveramendment shall, without the consent of Holders holding not less than 90% (or, in the case Holder of clause (9) below, 75%) of the then each outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting HolderNote affected thereby:
(1) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend change the Stated Maturity of any such Note (other than provisions relating to Change or of Control and Asset Dispositions);
(3) 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 upon thereon, or reduce the redemption amount that would be due and payable on acceleration of any such Note the maturity thereof, or change the time at which place of payment where, or the coin or currency in which, any such Note may be redeemedor any premium or interest thereon is payable, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) or impair the right of any Holder to institute suit for the enforcement of any such payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor;,
(2) reduce the percentage in aggregate principal amount of the outstanding Notes, the consent of whose Holders is required for any such supplemental indenture or amendment, 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 or Excess Loss Proceeds from an Event of Loss if such modification was done after the occurrence of such Change of Control, Asset Sale or Event of Loss, as applicable,
(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 certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby, or
(6) make release any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation Guarantees required to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
be maintained under this Indenture (7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to Indenture). In addition, any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion waiver of, or actions taken in compliance with, Article 4 the provisions of this Indenture shall be deemed to impair or affect any rights Security Document that has the effect of Holders to receive payment of principal of, releasing all or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights substantially all of the Notes, Collateral from the Liens securing the Notes other than in accordance with this Indenture and the Security Documents or modifying the Intercreditor Agreement in any manner adverse in any material respect to the Holders of the Notes will require the consent of a majority the holders of 90at least 66 2⁄3% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendmentPermitted Additional Pari Passu Obligations then outstanding, waiver or other modification affects only the rights voting as one class. The Holders of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of not less than a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro outstanding Notes may on behalf of the Holders of all the Notes waive any past default under this Indenture and its consequences, except a default:
(1) in any payment in respect of the principal of (or Senior Dollar Notespremium, as applicable, shall be if any) or interest on any Notes (including any Note which is required to consent thereto have been purchased pursuant to an Offer to Purchase which has been made by the Issuer), or
(and 2) in such case, respect of a covenant or provision hereof which under this Indenture cannot be modified or amended without the consent of a majority the Holder of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment of any Notes Document. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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 tendereach outstanding Note affected.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth hereinSubject to Section 6.07, the Notes Documents may be amendedCompany, supplemented or otherwise modified the Subsidiary Guarantors, and the Trustee, together, with the written consent of the Holder or Holders of at least not less than a majority in aggregate principal amount of the outstanding Notes then outstanding (including consents obtained in connection with a purchase ofor any Note Guarantee, may amend or tender offer supplement this Indenture, the Notes or exchange offer forthe Note Guarantees without notice to any other Holders. Subject to Section 6.07, Notes) and, subject to certain exceptions, any default the Holder or compliance with any provisions thereof may be waived with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection Notes may waive compliance by the Company with a purchase ofany provision of this Indenture, the Notes or tender offer or exchange offer for, Notes)any Note Guarantee without notice to any other Holder. However, without Without the consent of Holders holding not less than 90% each Holder affected, however, no amendment, supplement or waiver, including a waiver pursuant to (orand to the extent provided in) Section 6.04, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holdermay:
(1) reduce change the stated rate Stated Maturity of the principal of, or extend the stated time for payment any installment of interest on on, any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(2) reduce the principal of amount of, or extend the Stated Maturity of premium, if any, or interest on, any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 optional redemption dates or optional redemption prices of the NotesNotes from that stated under Section 3.07 hereof;
(4) make change the place or currency of payment of principal of, or premium, if any, or interest on, any such Note payable in currency other than that stated in such Note;
(5) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates thereforStated Maturity (or, in the case of a redemption, on or after the redemption date) of any Note;
(6) make any change waive a default in Section 4.15 that adversely affects the right payment of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amountsprincipal of, premium, if any, in respect thereofor interest on the Notes;
(7) release all or substantially all security interests granted for the benefit of the Holders any Subsidiary Guarantor from its Note Guarantee, except as provided in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default amend or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if modify any (except pursuant to a rescission of acceleration of the provisions of this Indenture in any manner which subordinates the Notes by the Holders issued hereunder in right of at least a majority in principal amount of such Notes and a waiver payment to any other Indebtedness of the Company or which subordinates any Note Guarantee in right of payment default that resulted from to any other Indebtedness of the Subsidiary Guarantor issuing any such acceleration;Note Guarantee; or
(9) release any Guarantor from any reduce the percentage or aggregate principal amount of its obligations under its outstanding Notes Guarantee or this Indenture, except in accordance the consent of whose Holders is necessary for waiver of compliance with the terms provisions of this Indenture or for waiver of defaults under Section 6.02(a) or 6.04 hereof. provided that: (a) the Company or Subsidiary Guarantor has delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate, each stating that such amendment or supplement complies with the Intercreditor Agreement;
provisions of this Section 9.02; and (10b) reduce the principal amount Trustee has received evidence satisfactory to it that the requisite consent has been obtained. It shall not be necessary for the consent of Notes whose holders must consent the Holders under this Section 9.02 to approve the particular form of any proposed amendment, waiver or modification or make any other change in consent, but it shall be sufficient if such consent approves the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02substance thereof. For the avoidance of doubt, no amendment to, or deletion ofof any of the covenants described under Sections 4.06, or actions taken in compliance with, Article 4 of this Indenture 4.11 and 4.16 shall be deemed to impair or affect any rights of Holders of the Notes to receive payment of principal of, or interest or premium, if any, on or interest on, the Notes. Notwithstanding the foregoing, if (a) any After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or other modification affects the rights waiver. Any failure of the NotesCompany to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. For avoidance of doubt, changes to any notice provisions for any redemptions may be amended with the consent of Holders of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment of any Notes Document. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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 tenderthen outstanding.
Appears in 1 contract
Samples: Indenture (Mastec Inc)
With Consent of Holders of Notes. Except as otherwise set forth hereinThe Company and the Trustee may amend or supplement this Indenture, the Notes Documents may be amendedNotes, supplemented any Security Document or otherwise modified any amended or supplemental indenture with the written consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer forfor the Notes), Notes) and, subject to certain exceptionsSections 6.7 and 6.10, any default existing Default or Event of Default and its consequences or compliance with any provisions thereof provision of this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). However, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Noteseach Holder affected, an amendment or waiver may not, not (with respect to any Notes held by a non-consenting Holder:Holder of Notes):
(1) reduce the amount of Notes whose Holders must consent to an amendment;
(2) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(23) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(34) reduce the premium payable upon the redemption or repurchase of any such Note or change the time at which any such Note may be redeemed, in each case redeemed or repurchased as described under paragraphs 5 and 6 paragraph 8 of the Initial Notes or paragraph 7 of the Exchange Notes, Section 4.14 or Section 4.19 hereof or any similar provision;
(45) make any such Note payable in currency money other than that stated in such Note;
(56) impair the right of any Holder of such Note to receive payment of principal of, premium, if any, interest, Additional Amounts, if any, and Liquidated Damages, if any, on such Holder's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment of principal of, on or interest or Additional Amounts, if any, on with respect to such Holder’s Notes on or after the due dates therefor's Notes;
(67) make any change in the amendment provisions which require each Holder's consent or in the waiver provisions;
(8) make any change in the provisions of this Indenture described under Section 4.15 4.20 hereof that adversely affects the right rights of any Holder of such the Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor Company agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;; or
(9) directly or indirectly release the Pledges except as permitted by the Security Documents. Upon the request of the Company, accompanied by a Board Resolution authorizing the execution of any Guarantor from any of its obligations under its Notes Guarantee such amended or this Indenturesupplemental indenture, except in accordance and upon the filing with the terms Trustee of this Indenture and evidence satisfactory to the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights Trustee of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.6, the Trustee shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental indenture adversely affects the Trustee's own rights, duties or immunities hereunder 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 Indenture Section 9.2 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Indenture by Section becomes effective, the Company shall mail to the Holders of Notes a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any Holder given defect therein, shall not, however, in connection with a tender any way impair or affect the validity of any such Holder’s Notes will not be rendered invalid by such tenderamended or supplemental indenture or waiver.
Appears in 1 contract
Samples: Indenture (Preem Holdings Ab Publ)
With Consent of Holders of Notes. Except as otherwise set forth herein, the Notes Documents may be amended, supplemented or otherwise modified with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with With the consent of the Holders of at least not less than a majority in aggregate principal amount of the outstanding Notes, the Issuer, the Guarantors and the Trustee may enter into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Notes then outstanding (or of modifying in any manner the rights of the Holders of the Notes under this Indenture, including consents obtained in connection with a purchase ofthe definitions herein; provided, or tender offer or exchange offer forhowever, Notes). Howeverthat no such supplemental indenture shall, without the consent of Holders holding not less than 90% (or, in the case Holder of clause (9) below, 75%) of the then each outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting HolderNote affected thereby:
(1) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend change the Stated Maturity of any such Note (other than provisions relating to Change or of Control and Asset Dispositions);
(3) 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 upon thereon, or reduce the redemption amount that would be due and payable on acceleration of any such Note the maturity thereof, or change the time at which place of payment where, or the coin or currency in which, any such Note may be redeemedor any premium or interest thereon is payable, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) or impair the right of any Holder to institute suit for the enforcement of any such payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor;
(62) make any change reduce the percentage in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any aggregate principal amount of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreementoutstanding Notes, the Escrow Charge 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;
(8) waive 3) modify the obligations of the Company to make Offers to Purchase upon a Default Change of Control or Event from the Excess Proceeds of Default with respect to Asset Sales if such modification was done after the nonpayment occurrence of principal, premium such Change of Control or interest such Asset Sale;
(4) modify or Additional Amounts, if change any (except pursuant to a rescission provision of acceleration this Indenture affecting the ranking of the Notes by or any Note Guarantee in a manner adverse to the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such accelerationNotes;
(95) 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 certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Note affected thereby; or
(6) release any Guarantor from any of its obligations Note Guarantees required to be maintained under its Notes Guarantee or this Indenture, except Indenture (other than in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount Indenture). The Holders of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of not less than a majority of 90% or 75%, as the case may be, in aggregate principal amount of the outstanding Notes shall be may on behalf of the Holders of all the Notes 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 consent thereto and have been purchased pursuant to an Offer to Purchase which has been made by the Issuer); or
(b2) any amendment, waiver in respect of a covenant or other modification affects only the rights of the Senior Euro Notes provision hereof which under this Indenture cannot be modified or only the rights of the Senior Dollar Notes, amended without the consent of a majority or 90% or 75%the Holder of each outstanding Note affected, as each of which, for the case may be, in aggregate principal amount avoidance of the Senior Euro Notes or Senior Dollar Notes, as applicabledoubt, shall be required to consent thereto (and in such case, require the consent of a majority of 90% or 75%, as all the case may be, in aggregate principal amount Holders of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment of any Notes Document. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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 tenderoutstanding.
Appears in 1 contract
Samples: Indenture (Triumph Group Inc /)
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 9.02, the Notes Documents may be amended, supplemented or otherwise modified with the consent of Holders of at least a majority in principal amount of either series of Notes outstanding can, with respect to the Notes then outstanding of such series may:
(including consents a) consent to any amendment or supplement to the Indenture with respect to that series of Notes; and
(b) waive any existing default under, or the compliance with any provisions of, this Indenture or the Notes of that series. Consents and waivers obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) andeach series of Notes shall be included for purposes of the previous sentence. Subject to Section 9.06, subject upon the request of the Company accompanied by a resolution of the Board of Directors of the Company authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee shall join with the Company and the Guarantor in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to certain exceptions, make any default or compliance with any provisions thereof further appropriate agreements and stipulations that may be waived with therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise. It shall not be necessary for the consent of the Holders of at least a majority in principal amount 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 Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes)substance thereof. However, without Without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) each Holder of the then outstanding principal amount series of the NotesNotes affected, an amendment or waiver may not, under this Section 9.02 with respect to any Notes held by a non-consenting HolderHolder of such affected series may not:
(1a) reduce the stated principal amount of any series of Notes;
(b) change the fixed maturity of any series of notes or alter the provisions with respect to the redemption of such series, but not any required repurchase in connection with an Asset Sale Offer or Change of Control Offer, of the Notes;
(c) reduce the rate or change the method of calculating the interest rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change series of Control and Asset Dispositions)notes;
(2d) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) impair the right of any Holder to institute suit for the enforcement of any payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default in the payment of principal of or premium with respect to a series of Notes, if any, or interest on, or Additional Interest, if any, with respect to the nonpayment series of principalNotes, premium or interest or Additional Amounts, if any (except pursuant to excluding a rescission of acceleration of the series of Notes by the Holders of at least a majority in aggregate principal amount of such series of Notes and a waiver of the payment default that resulted from such acceleration;
(9e) release make any Guarantor from series of note payable in money other than that stated in such series of Notes;
(f) make any of its obligations under its Notes Guarantee or this Indenture, except change in accordance with the terms provisions of this Indenture and relating to waivers of past Defaults or the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders of any series of Notes to receive payment payments of principal of, or interest of or premium, if any, on the Notes. Notwithstanding the foregoingor interest on, or Additional Interest, if any, with respect to any series of Notes;
(ag) waive a redemption payment, but not any amendmentpayment upon a required repurchase in connection with an Asset Sale Offer or Change of Control Offer, with respect to either series of notes;
(h) make any change in the foregoing amendment and waiver or other modification affects provisions; or
(i) modify the rights Parent Guarantee in any manner adverse to the Holders of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment of any Notes Document. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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.
Appears in 1 contract
Samples: Indenture (Sba Communications Corp)
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 11.2, this Indenture or the Notes Documents Securities may be amended, supplemented and noncompliance in any particular instance with any provision of this Indenture or otherwise modified the Securities may be waived, in each case with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent affirmative vote of the Holders of at least a majority in of the principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes)at the time outstanding. However, without Without the consent or the affirmative vote of Holders holding not less than 90% each Holder of Notes affected thereby (or, in addition to the case of clause (9) below, 75%) consent or the affirmative vote of the then outstanding Holders of at least a majority of the principal amount of the NotesSecurities at the time outstanding), an amendment or waiver under this Section 11.2 may not, with respect to any Notes held by a non-consenting Holder:
(1a) reduce change the stated rate maturity of the principal amount of, or extend the stated time for payment date of interest on any such Note (other than provisions relating to Change installment of Control and Asset Dispositions)interest, Additional Amounts or Additional Interest, if any, on, any Security;
(2b) reduce the principal of amount of, or extend interest, Additional Amounts or Additional Interest, if any, on, or the Stated Maturity of Redemption Price, Purchase Price or Fundamental Change Purchase Price of, any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5c) change the currency of payment of principal amount of, or interest, Additional Amounts or Additional Interest, if any, on, or the Redemption Price, Purchase Price or Fundamental Change Purchase Price of, any Note from U.S. Dollars;
(d) impair or adversely affect the manner of calculation or rate of accrual of interest, Additional Amounts or Additional Interest, if any, on any Note;
(e) impair the right of any Holder to institute suit for the enforcement of any payment of principal or with respect to, or conversion of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates thereforany Note;
(6f) make any change modify the Company's obligation to maintain a Registrar, Paying Agent, Conversion Agent and an office or agency where notices and demands to or upon the Company in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless Securities and this Indenture may be served in the applicable Payor agrees to pay Additional AmountsBorough of Manhattan, if any, in respect thereofNew York City;
(7g) release all impair or substantially all security interests granted for adversely affect the benefit conversion rights of the Holders of the Notes as provided in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this IndentureARTICLE XII;
(8) waive a Default h) impair or Event adversely affect the purchase rights of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration Holders of the Notes by as provided in ARTICLE IV or ARTICLE V;
(i) modify the redemption provisions of ARTICLE III in a manner adverse to the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such accelerationNotes;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10j) reduce the percentage of the principal amount of the outstanding Notes the consent or affirmative vote of whose holders must consent to Holders is required for any such amendment, waiver or modification or make any other change in ;
(k) reduce the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights percentage of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the outstanding Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent or affirmative vote of a majority whose Holders is required for any waiver of any past Default provided for in this Indenture; or
(l) waive any matter set forth in Section 8.4(a), Section 8.4(b), or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes Section 8.4(c). It shall not be required to consent thereto). The necessary for the consent of the Holders is not necessary under this Indenture Section 11.2 to approve the particular form of any proposed amendment of any Notes Document. It is amendment, but it shall be sufficient if such consent approves the substance of the proposed amendmentthereof. A consent to any After an amendment or waiver under this Indenture by any Section 11.2 becomes effective, the Company shall mail to each Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tendernotice briefly describing the amendment.
Appears in 1 contract
Samples: Indenture (Willbros Group Inc)
With Consent of Holders of Notes. Except as otherwise set forth hereinSRI, Stage and the Trustee may amend or supplement this Indenture, the Notes Documents may be amended, supplemented or otherwise modified any amended or supplemental Indenture with the written consent of the Holders of Notes of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes)outstanding. However, without the consent of Holders holding not less than 90% (oreach Holder of a Note affected, in the case of clause (9) belowany amendment, 75%) of the then outstanding principal amount of the Notes, an amendment supplement or waiver may not, with respect to any Notes held by a non-consenting Holder:
(1i) reduce the stated amount of Notes the Holders of which must consent to an amendment;
(ii) reduce the rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(2iii) reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(3iv) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, redeemed in each case as described under paragraphs 5 and 6 of the Notesaccordance with Article III;
(4v) make any such Note Notes payable in currency money other than that stated in such the Note;
(5vi) impair the right of any Holder of a Note to receive payment of, principal of and interest on such Holder's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment of principal of, on or interest or Additional Amounts, if any, on with respect to such Holder’s Notes on or after the due dates therefor;'s Notes; or
(6vii) make any change in Section 4.15 that adversely affects 7.04 or Section 7.07 or the right second sentence of this Section 10.02. Upon the request of SRI accompanied by resolutions of the Boards of Directors of Stage and SRI authorizing the execution of any Holder such amended or supplemental Indenture, and upon the filing with the Trustee of such Notes in any material respect or amends evidence satisfactory with the terms of such Notes in a way that would result in a loss of an exemption from any Trustee of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary of Notes as aforesaid and upon receipt by the Trustee of the documents described in Section 10.06, the Trustee shall join with Stage and SRI in the execution of such amended or supplemental Indenture unless such amended or supplemental 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 10.02 to approve the particular form of any proposed amendment of any Notes Document. It is amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Section 10.02 becomes effective, SRI shall mail to the Holders of Notes affected thereby a notice briefly describing any such amendment, supplement or waiver. Any failure of SRI to mail such notice, or any defect therein, shall not in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Subject to Section 7.04 and Section 7.07, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance by Stage or SRI in any Holder given in connection particular instance with a tender any provision of such Holder’s Notes will not be rendered invalid by such tenderthis Indenture or the Notes.
Appears in 1 contract
Samples: Indenture (Stage Stores Inc)
With Consent of Holders of Notes. Except as otherwise set forth herein, the Notes Documents may be amended, supplemented or otherwise modified with With the consent of the Holders of at least not less than a majority in aggregate principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes) and), subject to certain exceptionsthe Issuer, Holdings, the Subsidiary Guarantors and the Trustee may amend or supplement this Indenture, the Notes, the Parent Guarantee or the Subsidiary Guarantees or waive any default existing Default or Event of Default or compliance with any provisions thereof may be waived with provision of this Indenture or the consent of Notes. Notwithstanding the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Howeverforegoing, without the consent of Holders holding not less than 90% (orthe Holder of each outstanding Note affected thereby, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Notes, an amendment a modification or waiver may not, with respect to any Notes held by a non-consenting Holder:
(1) reduce change the stated rate Stated Maturity of the principal of, or extend the stated time for payment any installment of interest on on, any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(2) reduce the principal of amount of, (or extend the Stated Maturity of premium) or interest on, any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(3) reduce change the premium payable upon the redemption place or currency of payment of principal of (or premium), or interest on, any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the NotesNote;
(4) make (i) modify, in any such Note payable in currency other than that stated in such Note;
(5) impair manner adverse to the Holders of the Notes, the right of any Holder to institute suit for the enforcement of any payment of principal of, (or premium) or interest on, any Note, or Additional Amounts, if any, on such (ii) waive any payment in respect thereof except a default in payment arising solely from an acceleration of the Notes that has been rescinded;
(5) modify any provisions of this Indenture relating to the modification and amendment of this Indenture or the waiver of past defaults or covenants which require each Holder’s Notes on or after the due dates thereforconsent;
(6) make amend any change in Section 4.15 that adversely affects provisions relating to the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any redemption of the Taxes Notes (other than the notice provisions) to reduce the premium payable or change the dates on which the Notes may be redeemed, it being understood that for the avoidance of doubt, the provisions described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereofunder Section 4.10 and Section 4.13 shall not be covered by this clause (6);
(7) release all modify the Parent Guarantee or substantially all security interests granted for the benefit of the Holders Subsidiary Guarantees in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect any manner adverse to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this IndentureHolders, except in accordance with this Indenture; or
(8) modify any of the terms provisions of this Indenture and adversely affecting the Intercreditor Agreement;
(10) reduce the principal amount ranking of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding Upon the foregoing, if (a) any amendment, waiver or other modification affects the rights request of the Notes, Issuer accompanied by an Officer’s Certificate certifying the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount resolution of the Notes shall be required Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon filing with the Trustee of evidence satisfactory to consent thereto and (b) any amendment, waiver or other modification affects only the rights Trustee of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.5 and Section 11.2, the Trustee will join with the Issuer and the Notes Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture adversely affects the Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture. It shall not be necessary for the consent of the Holders under this Section 9.2 to approve the particular form of any proposed amendment of any Notes Documentor waiver. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment 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 tenderwaiver.
Appears in 1 contract
Samples: Indenture (Acushnet Holdings Corp.)
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 11.2, this Indenture or the Notes Documents Securities may be amended, supplemented modified or otherwise modified supplemented, and noncompliance in any particular instance with any provision of this Indenture or the Securities may be waived, in each case with the written consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent affirmative vote of the Holders of at least a majority in of the principal amount of the Notes then outstanding at the time outstanding. Without the written consent or the affirmative vote of each Holder of Notes affected thereby (including consents obtained in connection with a purchase of, addition to the written consent or tender offer or exchange offer for, Notes). However, without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) affirmative vote of the then outstanding holders of at least a majority of the principal amount of the NotesSecurities at the time outstanding), an amendment or waiver under this Section 11.2 may not, with respect to any Notes held by a non-consenting Holder:
(1a) reduce change the stated rate maturity of the principal amount of, or extend the stated time for payment date of interest on any such Note (other than provisions relating to Change installment of Control and Asset Dispositions)interest, Contingent Interest or Additional Interest, if any, on, any Security;
(2b) reduce the principal of amount of, or extend interest, Contingent Interest or Additional Interest, if any, on, or the Stated Maturity of Redemption Price, Purchase Price or Fundamental Change Purchase Price of, any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5c) change the currency of payment of principal amount of, or interest, Contingent Interest or Additional Interest, if any, on, or the Redemption Price, Purchase Price or Fundamental Change Purchase Price of, any Note from U.S. Dollars;
(d) impair or adversely affect the rate of accrual of interest, Contingent Interest or Additional Interest, if any, on any Note, or the rate of Principal Accretion on any Note, or the manner of calculation thereof;
(e) impair the right of any Holder to institute suit for the enforcement of any payment of principal or with respect to, or conversion of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates thereforany Note;
(6f) make any change modify the Company’s obligation to maintain a Registrar, Paying Agent, Conversion Agent and an office or agency where notices and demands to or upon the Company in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless Securities and this Indenture may be served in the applicable Payor agrees to pay Additional AmountsBorough of Manhattan, if any, in respect thereofNew York City;
(7g) release all impair or substantially all security interests granted for adversely affect the benefit conversion rights of the Holders of the Notes as provided in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this IndentureARTICLE XII;
(8) waive a Default h) impair or Event adversely affect the purchase rights of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration Holders of the Notes by as provided in ARTICLE IV or ARTICLE V;
(i) modify the optional redemption provisions of ARTICLE III in a manner adverse to the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such accelerationNotes;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10j) reduce the percentage of the principal amount of the outstanding Notes the written consent or affirmative vote of whose holders must consent to Holders is required for any such amendment, waiver or modification or make any other change in supplement;
(k) reduce the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights percentage of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the outstanding Notes shall be the written consent or affirmative vote of whose Holders is required to consent thereto rescind an acceleration and its consequences or for any waiver of any past Default provided for in this Indenture; or
(bl) waive any amendmentmatter set forth in Section 8.4(a), waiver Section 8.4(b), or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes Section 8.4(c). It shall not be required to consent thereto). The necessary for the consent of the Holders is not necessary under this Indenture Section 11.2 to approve the particular form of any proposed amendment of any Notes Document. It is amendment, but it shall be sufficient if such consent approves the substance of the proposed amendmentthereof. A consent to any After an amendment or waiver under this Indenture by any Section 11.2 becomes effective, the Company shall mail to each Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tendernotice briefly describing the amendment.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 11.2, this Indenture or the Notes Documents Securities may be amended, supplemented and noncompliance in any particular instance with any provision of this Indenture or otherwise modified the Securities may be waived, in each case with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent affirmative vote of the Holders of at least a majority in of the principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes)at the time outstanding. However, without Without the consent or the affirmative vote of Holders holding not less than 90% each Holder of Notes affected thereby (or, in addition to the case of clause (9) below, 75%) consent or the affirmative vote of the then outstanding Holders of at least a majority of the principal amount of the NotesSecurities at the time outstanding), an amendment or waiver under this Section 11.2 may not, with respect to any Notes held by a non-consenting Holder:
(1a) reduce change the stated rate maturity of the principal amount of, or extend the stated time for payment date of interest on any such Note (other than provisions relating to Change installment of Control and Asset Dispositions)interest, Additional Amounts or Additional Interest, if any, on, any Security;
(2b) reduce the principal of amount of, or extend interest, Additional Amounts or Additional Interest, if any, on, or the Stated Maturity of Purchase Price or Fundamental Change Purchase Price of, any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5c) change the currency of payment of principal amount of, or interest, Additional Amounts or Additional Interest, if any, on, or the Purchase Price or Fundamental Change Purchase Price of, any Note from U.S. Dollars; 61
(d) impair or adversely affect the manner of calculation or rate of accrual of interest, Additional Amounts or Additional Interest, if any, on any Note;
(e) impair the right of any Holder to institute suit for the enforcement of any payment of principal or with respect to, or conversion of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates thereforany Note;
(6f) make any change modify the Company's obligation to maintain a Registrar, Paying Agent, Conversion Agent and an office or agency where notices and demands to or upon the Company in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless Securities and this Indenture may be served in the applicable Payor agrees to pay Additional AmountsBorough of Manhattan, if any, in respect thereofNew York City;
(7g) release all impair or substantially all security interests granted for adversely affect the benefit conversion rights of the Holders of the Notes as provided in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this IndentureARTICLE XII;
(8) waive a Default h) impair or Event adversely affect the purchase rights of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration Holders of the Notes by as provided in ARTICLE IV or ARTICLE V;
(i) modify the redemption provisions of ARTICLE III in a manner adverse to the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such accelerationNotes;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10j) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights percentage of the Notes, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the outstanding Notes shall be the consent or affirmative vote of whose Holders is required to consent thereto and for any such amendment;
(bk) any amendment, waiver or other modification affects only reduce the rights percentage of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro outstanding Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent or affirmative vote of a majority whose Holders is required for any waiver of 90% any past Default provided for in this Indenture; or
(l) waive any matter set forth in Section 8.4(a), Section 8.4(b), or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes Section 8.4(c). It shall not be required to consent thereto). The necessary for the consent of the Holders is not necessary under this Indenture Section 11.2 to approve the particular form of any proposed amendment of any Notes Document. It is amendment, but it shall be sufficient if such consent approves the substance of the proposed amendmentthereof. A consent to any After an amendment or waiver under this Indenture by any Section 11.2 becomes effective, the Company shall mail to each Holder given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tendernotice briefly describing the amendment.
Appears in 1 contract
Samples: Indenture (Willbros Group Inc)
With Consent of Holders of Notes. Except as otherwise set forth herein, the Notes Documents may be amended, supplemented or otherwise modified with the consent of Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with With the consent of the Holders of at least not less than a majority in aggregate principal amount of the Notes then outstanding (Notes, the Company, the Guarantors, if any, and the Trustee may enter into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders under this Indenture, including consents obtained in connection with a purchase ofthe definitions herein; provided, or tender offer or exchange offer forhowever, Notes). Howeverthat no such supplemental indenture shall, without the consent of Holders holding not less than 90% (or, in the case Holder of clause (9) below, 75%) of the then each outstanding principal amount of the Notes, an amendment or waiver may not, with respect to any Notes held by a non-consenting HolderNote affected thereby:
(1) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(2) reduce the principal of or extend change the Stated Maturity of any such Note (other than provisions relating to Change or of Control and Asset Dispositions);
(3) 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 upon thereon, or reduce the redemption amount that would be due and payable on acceleration of any such Note the maturity thereof, or change the time at which place of payment where, or the coin or currency in which, any such Note may be redeemedor any premium or interest thereon is payable, in each case as described under paragraphs 5 and 6 of the Notes;
(4) make any such Note payable in currency other than that stated in such Note;
(5) or impair the right of any Holder to institute suit for the enforcement of any such payment of principal of, or interest or Additional Amounts, if any, on such Holder’s Notes on or after the due dates Stated Maturity thereof, or change the date on which any Notes may be subject to redemption or reduce the Redemption Price therefor;,
(6) make any change in Section 4.15 that adversely affects the right of any Holder of such Notes in any material respect or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(102) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, percentage in aggregate principal amount of the Notes shall be required to consent thereto and (b) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar 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, or
(5) modify any of the provisions of this paragraph or provisions relating to waiver of defaults or those covenants that cannot be amended or waived without the consent of each holder affected thereby, except to increase any such percentage required for such actions 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. The Holders of not less than a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro outstanding Notes may on behalf of the Holders of all the Notes waive any past default under this Indenture and its consequences, except a default:
(1) in any payment in respect of the principal of (or Senior Dollar Notespremium, as applicable, shall be if any) or interest on any Notes (including any Note which is required to consent thereto have been purchased pursuant to an Offer to Purchase which has been made by the Company), or
(and 2) in such case, respect of a covenant or provision hereof which under this Indenture cannot be modified or amended without the consent of a majority the Holder of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto)each outstanding Note affected. The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment of any Notes Documentamendment, modification, waiver, consent or supplemental indenture. It is sufficient if such consent approves the substance of the proposed amendment. A , modification, waiver, consent to any amendment 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 tendersupplemental indenture.
Appears in 1 contract
Samples: Indenture (Actuant Corp)
With Consent of Holders of Notes. Except as otherwise set forth herein, The Company and the Notes Documents may be amended, supplemented or otherwise modified Trustee with the consent of Holders the holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes) andmay amend this Indenture and the Notes, subject to certain exceptions, and the holders of at least a majority in aggregate principal amount of the Notes outstanding may waive any past default or compliance with any provisions thereof may of this Indenture and the Notes (except a default in the payment of principal, premium, interest, and certain covenants and provisions of this Indenture which cannot be waived with amended without the consent of the Holders each holder of at least a majority in principal amount of the Notes then an outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, NotesNote). However, without the consent of Holders holding not less than 90% (oreach affected holder of an outstanding Note, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Notes, an no amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:may,
(1) reduce the stated rate amount of Notes whose holders must consent to an amendment or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);waiver,
(2) reduce the principal of rate of, or extend the Stated Maturity of time for payment of, interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);Note,
(3) reduce the premium payable upon principal of, or extend the redemption of Stated Maturity of, any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;Note,
(4) make any such Note payable in currency money other than that stated in such the Note;,
(5) impair the right of any Holder to receive payment of principal of, premium, if any, and interest on, such Holder's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment of principal of, on or interest or Additional Amounts, if any, on with respect to such Holder’s Notes on or after the due dates therefor;'s Notes,
(6) make release any change security interest that may have been granted in Section 4.15 that adversely affects favor of the right of any Holder of such Notes in any material respect or amends Holders other than pursuant to the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;security interest,
(7) release all reduce the premium payable upon the redemption of any Note or substantially all security interests granted for change the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreementtime at which any Note may be redeemed, the Escrow Charge and this Indenture;as described under Section 3.07,
(8) waive a Default or Event of Default with respect to reduce the nonpayment of principal, premium or interest or Additional Amounts, if any (except payable pursuant to a rescission Change of acceleration Control Offer or, at any time after a Change of Control has occurred, change the time at which the Change of Control Offer relating thereto must be made or at which the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent be repurchased pursuant to this Section 9.02. For such Change of Control Offer; provided, that, prior to the avoidance occurrence of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 a Change of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the NotesControl, the consent holders of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall then outstanding may waive the requirement to complete a Change of Control Offer or otherwise change such requirements other than to reduce the premium payable pursuant to a Change of Control Offer,
(9) at any time after the Company is obligated to make a Prepayment Offer in respect of Excess Proceeds from Asset Sales, change the time at which such Prepayment Offer must be required made or at which the Notes must be repurchased pursuant thereto, or
(10) amend or modify the provisions described under Section 4.19. In addition, any amendment to consent thereto and (b) any amendment, waiver or other modification affects only the subordination provisions of this Indenture that would adversely affect the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, Holders will require the consent of a majority or 90holders of at least 75% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes then outstanding. 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 amendment or Senior Dollar Notessupplemental indenture. If a record date is fixed, as applicablethe Holders on such record date, or their duly designated proxies, and only such Persons, shall be required entitled to consent thereto (and in to such caseamendment or supplemental indenture, the whether or not such Holders remain Holders after such record date; provided that unless such consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount shall have become effective by virtue of the unaffected series requisite percentage having been obtained prior to the date which is 120 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of Notes no further effect. It shall not be required to consent thereto). The necessary for the consent of the Holders is not necessary under this Indenture Section 8.02 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Indenture by any Section 8.02 becomes effective, the Company shall mail to the Holder given in connection with a tender of each Note affected thereby to such Holder’s Notes will not be rendered invalid by 's address appearing in the Security Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such tendernotice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth hereinprovided below in this Section 9.2, the Notes Documents Company, the Trustee and the Guarantors, if any, may be amended, supplemented amend or otherwise modified with the consent of Holders of at least a majority in principal amount of supplement this Indenture or the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default or compliance with any provisions thereof may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for the Notes), and, subject to Sections 6.2, 6.4 and 6.7, any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes). However, without Without the consent of Holders holding not less than 90% (or, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Noteseach Holder affected, an amendment or waiver may not, not (with respect to any Notes held by a non-consenting Holder:):
(1) reduce the stated rate amount of or extend the stated time for payment of interest on any such Note (other than provisions relating Notes whose Holders must consent to Change of Control and Asset Dispositions)an amendment;
(2) reduce the principal rate of or extend change or have the Stated Maturity effect of changing the time for payment of interest, including defaulted interest, on any such Note (other than provisions relating to Change of Control and Asset Dispositions)Notes;
(3) reduce the premium payable upon principal of or change or have the redemption effect of changing the fixed maturity of any such Note Notes, or change the time at date on which any such Note Notes may be redeemed, in each case as described under paragraphs 5 and 6 of subject to redemption or reduce the Notesredemption price therefor;
(4) make any such Note Notes payable in currency money other than that stated in such Notethe Notes;
(5) impair make any change in provisions of this Indenture protecting the right of any each Holder to institute suit for the enforcement of any receive payment of principal of, or of and interest or Additional Amounts, if any, on such Holder’s Notes Note on or after the due dates therefor;
(6) make any change in Section 4.15 that adversely affects the right of any Holder of date thereof or to bring suit to enforce such Notes in any material respect payment, or amends the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;
(7) release all or substantially all security interests granted for the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration of the Notes by the permitting Holders of at least a majority in principal amount of such Notes and a waiver to waive Defaults or Events of the payment default that resulted from such accelerationDefault;
(96) after the Company's obligation to purchase Notes arises thereunder, amend, change or modify in any material respect 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 a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Change of Control has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto; or
(7) change any provision of this Indenture or the related definitions affecting the ranking of the Notes or any Guarantees in a manner materially adverse to the Holders of the Notes; or
(8) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Notes Guarantee or this Indenture, except Indenture otherwise than in accordance with the terms of this Indenture and Indenture. Upon the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights written request of the Notes, the consent of Company accompanied by a majority of 90% or 75%, as the case may be, in aggregate principal amount resolution of the Notes shall be required Board (evidenced by an Officers' Certificate) authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to consent thereto and (b) any amendment, waiver or other modification affects only the rights Trustee of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes or Senior Dollar Notes, as applicable, shall be required to consent thereto (and in such case, the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series of Notes shall not be required to consent thereto). The consent of the Holders is not necessary of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.2, the Trustee shall join with the Company in the execution of such amended or supplemental indenture unless such amended or supplemental 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 9.2 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Indenture by Section 9.2 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supple- ment or waiver. Any failure of the Company to mail such notice, or any Holder given defect therein, shall not, however, in connection with a tender any way impair or affect the validity of any such Holder’s Notes will not be rendered invalid by such tenderamended or supplemental indenture or waiver.
Appears in 1 contract
Samples: Indenture (Mobile Mini Inc)
With Consent of Holders of Notes. Except as otherwise set forth herein, The Company and the Notes Documents may be amended, supplemented or otherwise modified Trustee with the consent of Holders the holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, for the Notes) andmay amend this Third Supplemental Indenture and the Notes, subject to certain exceptions, and the holders of at least a majority in aggregate principal amount of the Notes outstanding may waive any past default or compliance with any provisions thereof may of this Third Supplemental Indenture and the Notes (except a default in the payment of principal, premium, interest, and certain covenants and provisions of this Third Supplemental Indenture which cannot be waived with amended without the consent of the Holders each holder of at least a majority in principal amount of the Notes then an outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, NotesNote). However, without the consent of Holders holding not less than 90% (oreach affected holder of an outstanding Note, in the case of clause (9) below, 75%) of the then outstanding principal amount of the Notes, an no amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:may,
(1) reduce the stated rate amount of Notes whose holders must consent to an amendment or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);waiver,
(2) reduce the principal of rate of, or extend the Stated Maturity of time for payment of, interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);Note,
(3) reduce the premium payable upon principal of, or extend the redemption of Stated Maturity of, any such Note or change the time at which any such Note may be redeemed, in each case as described under paragraphs 5 and 6 of the Notes;Note,
(4) make any such Note payable in currency money other than that stated in such the Note;,
(5) impair the right of any Holder to receive payment of principal of, premium, if any, and interest on, such Holder's Notes on or after the due dates therefor or to institute suit for the enforcement of any payment of principal of, on or interest or Additional Amounts, if any, on with respect to such Holder’s Notes on or after the due dates therefor;'s Notes,
(6) make release any change security interest that may have been granted in Section 4.15 that adversely affects favor of the right of any Holder of such Notes in any material respect or amends Holders other than pursuant to the terms of such Notes in a way that would result in a loss of an exemption from any of the Taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes so described thereunder unless the applicable Payor agrees to pay Additional Amounts, if any, in respect thereof;security interest,
(7) release all reduce the premium payable upon the redemption of any Note or substantially all security interests granted for change the benefit of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreementtime at which any Note may be redeemed, the Escrow Charge and this Indenture;as described under Section 3.07,
(8) waive a Default or Event of Default with respect to reduce the nonpayment of principal, premium or interest or Additional Amounts, if any (except payable pursuant to a rescission Change of acceleration Control Offer or, at any time after a Change of Control has occurred, change the time at which the Change of Control Offer relating thereto must be made or at which the Notes by the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indenture, except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent be repurchased pursuant to this Section 9.02. For such Change of Control Offer; provided, that, prior to the avoidance occurrence of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 a Change of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notes. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the NotesControl, the consent holders of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the Notes shall then outstanding may waive the requirement to complete a Change of Control Offer or otherwise change such requirements other than to reduce the premium payable pursuant to a Change of Control Offer,
(9) at any time after the Company is obligated to make a Prepayment Offer in respect of Excess Proceeds from Asset Sales, change the time at which such Prepayment Offer must be required made or at which the Notes must be repurchased pursuant thereto, or
(10) amend or modify the provisions described under Section 4.19. In addition, any amendment to consent thereto and (b) any amendment, waiver or other modification affects only the subordination provisions of this Third Supplemental Indenture that would adversely affect the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, Holders will require the consent of a majority or 90holders of at least 75% or 75%, as the case may be, in aggregate principal amount of the Senior Euro Notes then outstanding. 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 amendment or Senior Dollar Notessupplemental indenture. If a record date is fixed, as applicablethe Holders on such record date, or their duly designated proxies, and only such Persons, shall be required entitled to consent thereto (and in to such caseamendment or supplemental indenture, the whether or not such Holders remain Holders after such record date; provided that unless such consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount shall have become effective by virtue of the unaffected series requisite percentage having been obtained prior to the date which is 120 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of Notes no further effect. It shall not be required to consent thereto). The necessary for the consent of the Holders is not necessary under this Indenture Section 8.02 to approve the particular form of any proposed amendment of any Notes Document. It is or waiver, but it shall be sufficient if such consent approves the substance of the proposed thereof. After an amendment. A consent to any amendment , supplement or waiver under this Indenture by any Section 8.02 becomes effective, the Company shall mail to the Holder given in connection with a tender of each Note affected thereby to such Holder’s Notes will not be rendered invalid by 's address appearing in the Security Register a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such tendernotice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.
Appears in 1 contract
With Consent of Holders of Notes. Except as otherwise set forth hereinThe Issuers and the Trustee may amend or supplement this Indenture, the Notes Documents may be amended, supplemented or otherwise modified the Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a purchase ofoutstanding, and any existing Default or tender offer or exchange offer for, Notes) and, subject to certain exceptions, any default Event of Default and its consequences or compliance with any provisions thereof provision of this Indenture, the Notes or the Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notesthe Notes of such series). However, without the consent of the Holders holding not less than 90of at least 662/3% (or, in the case of clause (9) below, 75%) of the then outstanding aggregate principal amount of the NotesNotes then outstanding, an amendment or waiver may not, not (with respect to any Notes held by a non-consenting Holder) release any Subsidiary Guarantor or modify its Guarantee in any manner materially adverse to the Holders, except in accordance with the terms of this Indenture. Further, without the consent of each Holder of an outstanding Note affected (including, without limitation consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), an amendment or waiver may not:
(1) reduce the stated rate principal amount of Notes whose Holders must consent to an amendment, supplement or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions)waiver;
(2) reduce the principal of or extend change the Stated Maturity fixed maturity of any such Note (other than provisions relating to Change of Control and Asset Dispositions)Note;
(3) reduce the rate of or change the time for payment of interest on any Note;
(4) reduce the premium or amount payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case redeemed as described under paragraphs 5 and 6 of the Notesin Article III;
(45) waive a Default or Event of Default in the payment of principal of, or interest or premium on any Note (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes of such series and a waiver of the payment default that resulted from such acceleration);
(6) make any Note of such Note series payable in currency money other than that stated in such Noteseries of Notes;
(57) impair make any change in the right provisions of this Indenture relating to waivers of past Defaults or the rights of any Holder to receive payments of principal of, interest or premium, if any, on such Holder’s Notes or the rights of any Holder to institute suit for the enforcement of any payment of principal of, on or interest or Additional Amounts, if any, on with respect to such Holder’s Notes on or after any Guarantee in respect thereof (such rights to receive payments and to institute suit for the due dates thereforenforcement of any payment are changed only when the terms of this Indenture or any Note are amended to reduce the specified principal amount, percentage or amount of premium or interest rate or to extend the maturity date of any Note or to amend the specified conditions or circumstances in which Additional Amounts are payable or the amount of Additional Amounts that are payable and this clause (7) shall not be construed as requiring the consent of Holders to any amendment or to any action, including an action undertaken by the Issuers or any Guarantor, except as specifically provided in this clause (7));
(68) waive a redemption payment with respect to any Note (other than a payment required under Section 4.09);
(9) make any change in respect of the Issuers’ obligations to redeem any Note pursuant to a Special Mandatory Redemption;
(10) make any change in the provisions of this Indenture described in Section 4.15 4.10 hereof that adversely affects the right rights of any Holder or beneficial owner of such Notes in any material respect or amends the terms of such the Notes in a way that would result in a loss of an exemption from any of the Taxes taxes described thereunder or an exemption from any obligation to withhold or deduct Taxes taxes so described thereunder unless the applicable Payor agrees Issuers agree to pay Additional Amounts, if any, in respect thereof;; or
(711) release make any change in the amendment and waiver provisions of this Article IX which required each affected Holder’s consent. All Notes issued under this Indenture shall vote and consent together on all matters (as to which any of such Notes may vote) as one class and no series of Notes will have the right to vote or substantially all security interests granted for consent as a separate series on any matter; provided, however, that if any amendment, waiver or other modification will only affect one series of Notes, only the benefit consent of the Holders in the Escrow Collateral other than in accordance with the Escrow Agreement, the Escrow Charge and this Indenture;
(8) waive a Default or Event specified percentage of Default with respect to the nonpayment of principal, premium or interest or Additional Amounts, if any (except pursuant to a rescission of acceleration principal amount of the affected series of Notes by then outstanding (and not the consent of the Holders of at least a majority in principal amount of such Notes and a waiver of the payment default that resulted from such acceleration;
(9) release any Guarantor from any of its obligations under its Notes Guarantee or this Indentureall Notes), except in accordance with the terms of this Indenture and the Intercreditor Agreement;
(10) reduce the principal amount of Notes whose holders must consent to any amendment, waiver or modification or make any other change in the amendment or waiver provisions which require the Holders’ consent pursuant to this Section 9.02. For the avoidance of doubt, no amendment to, or deletion of, or actions taken in compliance with, Article 4 of this Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or interest or premium, if any, on the Notesrequired. Notwithstanding the foregoing, if (a) any amendment, waiver or other modification affects the rights of the Notes, the consent of a majority of 90% or 75%, as the case may be, in The aggregate principal amount of the Notes Notes, at any date of determination, shall be required to consent thereto and the sum of (b1) any amendment, waiver or other modification affects only the rights of the Senior Euro Notes or only the rights of the Senior Dollar Notes, the consent of a majority or 90% or 75%, as the case may be, in aggregate principal amount of the Senior Euro U.S. Dollar Notes or Senior at such date of determination plus (2) the Dollar NotesEquivalent, as applicableat such date of determination, shall be required to consent thereto (and in such case, of the consent of a majority of 90% or 75%, as the case may be, in aggregate principal amount of the unaffected series Sterling Notes at such date of determination. With respect to any matter requiring consent, waiver, approval or other action of the Holders of a specified percentage of the principal amount of all the Notes (and not solely the U.S. Dollar Notes or the Sterling Notes), such percentage shall not be required calculated, on the relevant date of determination, by dividing (x) the principal amount, as of such date of determination, of Notes, the Holders of which have so consented by (y) the aggregate principal amount, as of such date of determination, of the Notes then outstanding, in each case, as determined in accordance with the preceding sentence and other provisions in this Indenture. Any such calculation shall be made by the Issuers and delivered to consent thereto)the Trustee in an Officer’s Certificate. The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment of any Notes Documentamendment. It is sufficient if such consent approves the substance of the proposed amendment. A consent to any amendment After an amendment, supplement or waiver under this Indenture becomes effective, the Issuer is required to deliver to the Holders a notice briefly describing such amendment or supplement. However, the failure to give such notice to all the Holders, or any defect in the notice, shall not impair or affect the validity of the amendment, supplement or waiver. Upon the request of the Issuer, accompanied by a resolution of its Board of Directors authorizing the execution of any Holder given in connection such amended or supplemental indenture, and upon the filing with a tender the Trustee of such Holder’s evidence reasonably satisfactory to the Trustee of the consent of the Holders of Notes will not be rendered invalid as aforesaid, and upon receipt by such tender.the Trustee of the documents described in
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Samples: Indenture
