Common use of With Consent of Holders of the Notes Clause in Contracts

With Consent of Holders of the Notes. (a) Except as provided below in this Section 9.02, the Company, the Guarantors, any other obligor under the Notes and the Trustee may amend or supplement this Indenture or the Notes with the consent of the Holders of at least a majority in aggregate principal amount of all Notes (taken together as a single class) then outstanding and affected by such amendment or supplement; provided, however, that no such modification or amendment may, without the consent of the Holder of each outstanding Note affected thereby: (1) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment, supplement or waiver of any provision of this Indenture or the Notes; (2) reduce the rate or change the time for payment of interest, including default interest, if any, on the Notes; (3) reduce the principal amount of any Note or change the Maturity Date of the Notes; (4) reduce the amount payable upon redemption of any Note; (5) waive any Event of Default in the payment of principal of, any premium or interest on, the Notes (except a default in payment that has become due solely because of an acceleration that has been rescinded); (6) make any Note payable in money other than that stated in such Note; (7) impair the right of Holders of the Notes to receive payment of the principal of and interest on Notes on the respective due dates therefor and to institute suit for the enforcement of any such payment; or (8) make any change in the percentage of principal amount of Notes necessary to waive compliance with certain provisions of this Indenture. For the avoidance of doubt, none of the foregoing clauses (1) through (8) shall apply to any amendment of Section 4.09 or any definitions related thereto. (b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders of the Notes on such record date, or its duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be canceled and of no further effect. (c) Upon the request of the Company and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of the Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 and Section 12.04, the Trustee shall join with the Company and each Guarantor in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture. (d) It shall not be necessary for the consent of the Holders of the Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. (e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail or otherwise deliver to the Holders of the Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail or 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.

With Consent of Holders of the Notes. (a) Except as provided below in this Section 9.02, the Company, the Guarantors, any other obligor under the Notes Suburban Propane and the Trustee may amend or supplement this Supplemental Indenture or (including, without limitation, Section 10.11, 10.16 and 11.10 hereof) and the Notes with the consent of the Holders of at least a majority in aggregate principal amount of all the Notes (taken together as a single class) then outstanding and affected by such amendment or supplement; provided, however, that no such modification or amendment may(including, without the consent of the Holder of each outstanding Note affected thereby: (1) reduce the percentage of principal amount of Notes whose Holders must consent to an amendmentlimitation, supplement consents obtained in connection with a tender offer or waiver of any provision of this Indenture exchange offer for, or purchase of, the Notes; ), and, subject to Sections 5.06 and 5.09 hereof, any existing Default (2) reduce the rate other than a Default or change the time for payment of interest, including default interest, if any, on the Notes; (3) reduce the principal amount of any Note or change the Maturity Date of the Notes; (4) reduce the amount payable upon redemption of any Note; (5) waive any Event of Default in the payment of the principal of, any premium or interest onon the Notes) or compliance with any provision of this Supplemental Indenture, the Subsidiary Guarantees, if any, or the Notes (except a default in payment that has become due solely because may be waived with the consent of an acceleration that has been rescinded); (6) make any Note payable in money other than that stated in such Note; (7) impair the right of Holders of the Notes to receive payment of the principal of and interest on Notes on the respective due dates therefor and to institute suit for the enforcement of any such payment; or (8) make any change a majority in the percentage of principal amount of the then outstanding Notes necessary to waive compliance (including, without limitation, consents obtained in connection with certain provisions of this Indenture. For the avoidance of doubta tender offer or exchange offer for, none of the foregoing clauses (1) through (8) shall apply to any amendment of Section 4.09 or any definitions related thereto. (b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixedpurchase of, the Holders of the Notes on such record date, or its duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be canceled and of no further effect. (c) Notes). Upon the request of Suburban Propane accompanied by a resolution of its Board of Supervisors authorizing the Company execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of the Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 and Section 12.046.03 hereof, the Trustee shall will join with the Company and each Guarantor Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (d) Indenture. It shall is not be necessary for the consent of the Holders of the Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be is sufficient if such consent approves the substance thereof. (e) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall Suburban Propane will mail or otherwise deliver to the Holders of the Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Suburban Propane to mail or deliver such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 5.02, 5.04 and 5.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by Suburban Propane with any provision of this Supplemental Indenture or the Notes. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the 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; (c) (x) reduce the rate of or change the time for payment of interest on any Note or (y) modify the obligations of the Issuers to make Asset Sale Offers or Change of Control Offers if such modification was made after the occurrence of such Asset Sale or Change of Control; (d) waive a Default or Event of Default in the payment of principal of, or interest or premium, 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 the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (f) make any change in the provisions of this Supplemental 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) waive a redemption payment with respect to any Note (other than a payment required by Sections 10.11, 10.16 or 11.10 hereof); or (h) make any change in the preceding amendment and waiver provisions.

With Consent of Holders of the Notes. (a) Except as provided below in this Section 9.02, the Company, the Guarantors, any other obligor under the Notes Suburban Propane and the Trustee may amend or supplement this Supplemental Indenture or (including, without limitation, Section 10.11, 10.16 and 11.10 hereof) and the Notes with the consent of the Holders of at least a majority in aggregate principal amount of all the Notes (taken together as a single class) then outstanding and affected by such amendment or supplement; provided, however, that no such modification or amendment may(including, without the consent of the Holder of each outstanding Note affected thereby: (1) reduce the percentage of principal amount of Notes whose Holders must consent to an amendmentlimitation, supplement consents obtained in connection with a tender offer or waiver of any provision of this Indenture exchange offer for, or purchase of, the Notes; ), and, subject to Sections 5.06 and 5.09 hereof, any existing Default (2) reduce the rate other than a Default or change the time for payment of interest, including default interest, if any, on the Notes; (3) reduce the principal amount of any Note or change the Maturity Date of the Notes; (4) reduce the amount payable upon redemption of any Note; (5) waive any Event of Default in the payment of the principal of, any premium or interest onon the Notes) or compliance with any provision of this Supplemental Indenture, the Subsidiary Guarantees, if any, or the Notes (except a default in payment that has become due solely because may be waived with the consent of an acceleration that has been rescinded); (6) make any Note payable in money other than that stated in such Note; (7) impair the right of Holders of the Notes to receive payment of the principal of and interest on Notes on the respective due dates therefor and to institute suit for the enforcement of any such payment; or (8) make any change a majority in the percentage of principal amount of the then outstanding Notes necessary to waive compliance (including, without limitation, consents obtained in connection with certain provisions of this Indenture. For the avoidance of doubta tender offer or exchange offer for, none of the foregoing clauses (1) through (8) shall apply to any amendment of Section 4.09 or any definitions related thereto. (b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixedpurchase of, the Holders of the Notes on such record date, or its duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be canceled and of no further effect. (c) Notes). Upon the request of Suburban Propane accompanied by a resolution of its Board of Supervisors authorizing the Company execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of the Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 and Section 12.046.03 hereof, the Trustee shall will join with the Company and each Guarantor Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Supplemental Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (d) Indenture. It shall is not be necessary for the consent of the Holders of the Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be is sufficient if such consent approves the substance thereof. (e) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall Suburban Propane will mail or otherwise deliver to the Holders of the Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Suburban Propane to mail or deliver such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 5.02, 5.04 and 5.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive compliance in a particular instance by Suburban Propane with any provision of this Supplemental Indenture or the Notes. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the 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; (c) (x) reduce the rate of or change the time for payment of interest on any Note or (y) modify the obligations of the Issuers to make Asset Sale Offers or Change of Control Offers if such modification was made after the occurrence of such Asset Sale or Change of Control; (d) waive a Default or Event of Default in the payment of principal of, or interest or premium on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than that stated in the Notes; (f) make any change in the provisions of this Supplemental Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium on the Notes; (g) waive a redemption payment with respect to any Note (other than a payment required by Sections 10.11, 10.16 or 11.10 hereof); or (h) make any change in the preceding amendment and waiver provisions.

With Consent of Holders of the Notes. (a) Except as provided below in this Section 9.02, the Company, the GuarantorsIssuer, any other obligor under the Notes Guarantor (with respect to a Guarantee to which it is a party or this Indenture) and the Trustee may amend or supplement this Indenture or Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement, any Guarantee, the Security Documents and the Notes with the consent of the Holders of at least a majority in aggregate principal amount of all the Notes (taken together as then outstanding, other than Notes beneficially owned by the Issuer or any of its Affiliates, including consents obtained in connection with a single class) then outstanding purchase of, or tender offer or exchange offer for, Notes, and affected by such amendment any existing Default or supplement; provided, however, that no such modification Event of Default or amendment may, without the consent of the Holder of each outstanding Note affected thereby: (1) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment, supplement or waiver of compliance with any provision of this Indenture or the Notes; (2) reduce Notes issued thereunder may be waived with the rate or change consent of the time for payment Holders of interest, including default interest, if any, on the Notes; (3) reduce the a majority in principal amount of the then outstanding Notes, other than Notes beneficially owned by any Note or change the Maturity Date of the Issuer’s Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for such Notes; (4) reduce ). Notwithstanding the foregoing, without the consent of the Holders of at least 66 2/3% in aggregate principal amount payable upon redemption of any Note; (5) waive any Event of Default in the payment of principal of, any premium or interest on, the Notes (except a default in payment that has become due solely because of an acceleration that has been rescinded); (6) make any Note payable in money other than that stated in such Note; (7) impair the right of Holders of the Notes to receive payment of the principal of and interest on Notes on the respective due dates therefor and to institute suit for the enforcement of any such payment; or then outstanding, no amendment or waiver may (8) A) make any change in any Security Document, the percentage Intercreditor Agreement, any Additional Intercreditor Agreement or the provisions in this Indenture dealing with Collateral or application of principal amount of Notes necessary to waive compliance with certain provisions of this Indenture. For the avoidance of doubt, none trust proceeds of the foregoing clauses (1) through (8) shall apply to any amendment Collateral with the effect of Section 4.09 releasing the Liens on all or any definitions related thereto. (b) The Company may, but shall not be obligated to, fix a record date for substantially all of the purpose of determining Collateral which secure the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders Obligations in respect of the Notes on such record date, or its duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether (B) change or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue alter the priority of the requisite percentage having been obtained prior 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 date which is 90 days after such record dateHolders, any such consent previously given shall automatically and without further action by any Holder be canceled and other than, in each case, as provided under the terms of no further effect. (c) this Indenture or the Security Documents. Upon the request of the Company 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 reasonably satisfactory to the Trustee of the consent of the Holders of the Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 and Section 12.047.02(b) hereof (to the extent requested by the Trustee), the Trustee shall join with the Company Issuer and each Guarantor 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. (d) . It shall not be necessary for the consent of the Holders of the Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. (e) . After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company Issuer shall mail or otherwise deliver send to the Holders of the Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Issuer to mail or deliver send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Without the consent of Holders holdings not less than 90% of the then outstanding principal amount of the Notes issued under this Indenture, an amendment or waiver under this Section 9.02 may not, with respect to any Notes held by a non-consenting Holder: (1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal amount of or change the fixed final maturity of any such Note or 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 Sections 3.09, 4.10 and 4.14 hereof); (3) reduce the rate of or change the time for payment of interest on any Note; (4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration) or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of Holders holding not less than 90% of the then outstanding principal amount of the Notes affected; (5) make any Note payable in money other than that stated therein; (6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (7) make any change to this paragraph of this Section 9.02; (8) impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes; (9) make any change to the ranking of the Notes that would adversely affect the Holders of the Notes; (10) except as expressly permitted by this Indenture or the Intercreditor Agreement, modify 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, 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 contrary, no amendment or supplement to this Indenture or the Notes that modifies or waives the specific rights or obligations of any Agent may be made without the consent of such Agent (it being understood that the Trustee’s execution of any such amendment or supplement shall constitute such consent if the Trustee is then also acting as such Agent).

With Consent of Holders of the Notes. (a) Except as provided below in this Section 9.028.02, the Company, the Guarantors, any other obligor under the Notes Suburban Propane and the Trustee may amend or supplement this Indenture or the with respect to any particular series of Notes with the consent of the Holders of at least a majority in aggregate principal amount of all the Notes (taken together as a single class) of that particular series then outstanding and affected by such amendment or supplement; provided, however, that no such modification or amendment may(including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the consent of the Holder of each outstanding Note affected thereby: applicable Notes), and, subject to Sections 4.06 and 4.09 hereof, any existing Default (1) reduce the percentage of principal amount of Notes whose Holders must consent to an amendment, supplement other than a Default or waiver of any provision of this Indenture or the Notes; (2) reduce the rate or change the time for payment of interest, including default interest, if any, on the Notes; (3) reduce the principal amount of any Note or change the Maturity Date of the Notes; (4) reduce the amount payable upon redemption of any Note; (5) waive any Event of Default in the payment of the principal of, any premium or interest onon the Notes) or compliance with any provision of this Indenture, the Subsidiary Guarantees, if any, or the Notes (except a default in payment that has become due solely because may be waived with the consent of an acceleration that has been rescinded); (6) make any Note payable in money other than that stated in such Note; (7) impair the right of Holders of the Notes to receive payment of the principal of and interest on Notes on the respective due dates therefor and to institute suit for the enforcement of any such payment; or (8) make any change a majority in the percentage of principal amount of the then outstanding Notes necessary to waive compliance of that particular series (including, without limitation, consents obtained in connection with certain provisions of this Indenture. For the avoidance of doubta tender offer or exchange offer for, none of the foregoing clauses (1) through (8) shall apply to any amendment of Section 4.09 or any definitions related thereto. (b) The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixedpurchase of, the Holders of the Notes on such record date, or its duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be canceled and of no further effect. (c) applicable Notes). Upon the request of Suburban Propane accompanied by a resolution of its Board of Supervisors authorizing the Company execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Holders of the Notes of that particular series as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 and Section 12.045.03 hereof, the Trustee shall will join with the Company and each Guarantor Issuers in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall will not be obligated to, enter into such amended or supplemental indenture. (d) Indenture. It shall is not be necessary for the consent of the Holders of the Notes under this Section 9.02 8.02 to approve the particular form of any proposed amendment or waiver, but it shall be is sufficient if such consent approves the substance thereof. (e) . After an amendment, supplement or waiver under this Section 9.02 8.02 becomes effective, the Company shall Suburban Propane will mail or otherwise deliver to the Holders of the series of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company Suburban Propane to mail or deliver such notice, or any defect therein, shall will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 4.02, 4.04 and 4.07 hereof, the Holders of a majority in aggregate principal amount of the Notes of any particular series then outstanding may waive compliance in a particular instance by Suburban Propane with any provision of this Indenture or the Notes of such series. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 8.02 may not (with respect to any Notes of that particular series held by a non-consenting Holder): (a) reduce the principal amount of Notes of such series whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note of such series; (c) (x) reduce the rate of or change the time for payment of interest on any Note or (y) modify the obligations of the Issuers to make Asset Sale Offers or Change of Control Offers if such modification was made after the occurrence of such Asset Sale or Change of Control; (d) waive a Default or Event of Default in the payment of principal of, or interest or premium on, the Notes of such series (except a rescission of acceleration of the Notes of such series 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); (e) make any Note of such series 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 the rights of Holders of Notes of such series to receive payments of principal of, or interest or premium on the Notes of such series; (g) waive a redemption payment with respect to any Note of such series (other than a payment required by Sections 9.11, 9.16 and 10.11 hereof); or (h) make any change in the preceding amendment and waiver provisions.