With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this Indenture, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the 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 then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest on any such Notes;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on the Notes;
(7) after the Issuer’s obl...
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
(b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of Notes issued under this Indenture affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than, except as set forth in clause (7) below, the provisions of Section 4.08 of this Indenture; provided that the notice period for redemption of the 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 then outstanding Notes if a notice of redemption which remains outstanding has not prior thereto been sent to such Holders;
(3) reduce the rate of or change the time for payment of interest on any such Notes;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) make any change to the provisions of this Indenture relating to the waiver of past Defaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest on the Notes;
(7) after the Issuer’s obligation to purc...
With Consent of Noteholders of the Original Indenture is hereby amended and restated in its entirety as follows:
With Consent of Noteholders. The Company, when authorized by a board resolution, and the Trustee may enter into one or more supplemental indentures to amend this Indenture or the Notes with the written consent of the Holders of a majority of the principal amount of the then outstanding Notes. The Holders of a majority in principal amount of the then outstanding Notes may waive compliance by the Company with any provision of this Indenture or the Notes without prior notice to any other Noteholder. Notwithstanding the preceding paragraph, without the consent of each Noteholder affected, an amendment or waiver may not:
(1) reduce the amount of Notes whose Holders must consent to an amendment or waiver;
(2) reduce the rate of or change the time for payment of interest, including default interest, on any Note;
(3) reduce the principal of or change the Stated Maturity of any Note or alter the provisions with respect to redemption;
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsections (b) and (c) of this Section 8.02, this Indenture, the Notes, any Note Guarantee or the First Lien Notes Security Documents may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for, Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes, any Note Guarantee or the First Lien Notes Security Documents may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for, Notes).
(b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder affected thereby, an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the principal amount of Notes issued under this Indenture whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the principal amount of or change the Maturity Date of any Notes, or alter the provisions with respect to the redemption of any such Notes other than the provisions of Sections 4.07 and 4.08 of this Indenture;
(3) reduce the rate of or change the time for payment of interest on any such Notes (or extend the grace period for the payment of interest under Section 6.01(1));
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such Notes (except a rescission of acceleration of Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the Payment Default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) modify any of the provisions in this Indenture regarding the waiver of past Defaults;
(7) amend the contractual right expressly set forth in this Indenture or any Note of any Holder to institute suit for the enforcement of any payment of principal of, premium, if any, or interest on such Note on or after the Stated Maturity or Redemption Date of any such Note;
(8) release the Issuer or any Guarantor that is a Significant...
With Consent of Noteholders. The Company, when authorized by a board resolution, and the Trustee may enter into one or more supplemental indentures to amend this Indenture or the Notes with the written consent of the Holders of a majority of the principal amount of the then outstanding Notes. The Holders of a majority in principal amount of the then outstanding Notes may waive compliance by the Company with any provision of this Indenture or the Notes without prior notice to any other Noteholder. Notwithstanding the preceding paragraph, without the consent of each Noteholder affected, an amendment or waiver may not:
(1) reduce the amount of Notes whose Holders must consent to an amendment or waiver;
(2) reduce the rate of or change the time for payment of interest, including default interest, on any Note;
(3) reduce the principal of or change the Stated Maturity of any Note or alter the provisions with respect to redemption;
(4) make any Note payable in currency other than that stated in the Note;
(5) make any change in this Section 8.02;
(6) make any change in this Indenture that adversely affects the ranking of the Notes or any Note Guarantee;
With Consent of Noteholders. Section 8.02 of the Original Indenture is hereby amended and restated in its entirety as follows:
With Consent of Noteholders. The Issuer and the Agents may amend, supplement or modify this Agreement or the Conditions and past defaults under this Agreement or under the notes may be waived with the written consent of the Noteholders of E-29 12 not less than sixty-six and two thirds percent (66 2/3%) in aggregate principal amount of the Notes outstanding. Any such written consent shall be arranged by the Issuer or the Noteholders, and notified to the Registrar. Without the written consent or affirmative vote of each Noteholder affected, no amendment, supplement, modification or waiver under this Section may:
(a) waive a default in the payment of Accreted Principal Amount of or the interest on any Note, or change the stated maturity date of the principal of, or the dates for payment of interest on, any Note; or
(b) reduce the principal amount of, or interest rate on, any Note (other than in accordance with this Agreement and the Conditions) or
(c) change of the place or currency of payment of Accreted Principal Amount of, or interest on, any Note; or
(d) impair any right to institute suit for the enforcement of any payment on or with respect to any Note; or
(f) reduce the percentage in principal amounts of Notes, the consent of whose holders is required to amend, supplement or modify this Agreement or the Notes or to make, take or give any request, demand, authorization, direction, notice, consent, waiver (including waiver of future compliance or past failure to perform) or other action provided thereby to be made, taken or given. Prior to executing any amendment the Agent shall be entitled to receive an opinion of counsel stating that such amendment is permitted by this Agreement.
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsection (b) of this Section 8.02, this Indenture, the Notes or the Note Guarantees may be amended with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), and any existing Default or compliance with any provision of this Indenture, the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes).
With Consent of Noteholders. If an amendment of either this Agreement or the Series B Notes is permitted by the preceding Section , the Borrower, the Trustee and the Paying Agent may enter into such amendment, without prior notice to any Noteholders; provided, however, that if the Trustee determines in its sole discretion that such amendment materially adversely affects the Owners, then prior to entering into such an amendment, the Borrower and the Trustee shall obtain the consent of the holders of at least a majority in principal amount of the Series B Notes then Outstanding. Without the consent of all Noteholders affected, however, no amendment or supplement may (a) extend the final stated maturity of any Series B Note, (b) reduce the principal amount of, or Interest Rate on (prior to its Purchase Date), any Series B Note or change the terms of any redemption or mandatory purchase thereof, (c) effect a privilege or priority of any Series B Note or Series B Notes over any other Series B Note or Series B Notes (except as provided herein), (d) reduce the percentage of the principal amount of the Series B Notes required for consent to such amendment or (f) alter the obligation of the Bank under the Series B Letter of Credit or of the Borrower under the Series B Note Documents such that the Owners are materially adversely affected.
