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 Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or (9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders. (c) In addition, without the consent of the Holders of at least 80% in aggregate 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), no amendment, supplement or waiver may (1) have the effect of releasing all or substantially all of the Collateral from the Liens created pursuant to the First Lien Notes Security Documents (except as permitted by the terms of this Indenture or the First Lien Notes Security Documents) or changing or altering the priority of the security interests of the Holders in the Collateral under the First Lien and Third Lien Intercreditor Agreement, (2) make any change in the First Lien Notes Security Documents or the provisions in this Indenture dealing with the application of proceeds of the Collateral that would adversely affect the Holders in any material respect (3) modify the First Lien Notes Security Documents or the provisions of this Indenture dealing with Collateral in any manner adverse to the Holders in any material respect other than in accordance with the terms of this Indenture or the First Lien Notes Security Documents or (4) permit the incurrence of more than $25.0 million of Additional Notes (including by amending the covenants under Sections 4.09 and 4.13); provided that (x) if any such amendment, supplement or waiver will only affect one series of Notes (or less than all series of the Notes) then outstanding under this Indenture, then only the consent of the Holders of at least 80% in aggregate principal amount of the Notes of such series then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such series of the Notes) shall be required. (d) Neither the Issuer nor any Affiliate of the Issuer shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. Notwithstanding the foregoing, with respect to any payment of consideration for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes in connection with an exchange offer, the Issuer and any Affiliate of the Issuer may exclude (i) any Holder or Beneficial Owner that is a U.S. Person, but is not a QIB and (ii) any Holder or Beneficial Owner of Notes in any jurisdiction (other than the United States) where the inclusion of such Holders or Beneficial Owners would require the Issuer or any such Affiliate of the Issuer to comply with the registration requirements or other similar requirements under any securities laws of such jurisdiction or the solicitation of such consent, waiver or amendment from, or the granting of such consent or waiver, or the approval of such amendment by, Holders or Beneficial Owners in such jurisdiction would be unlawful, in each case as determined by the Issuer in its sole discretion. (e) It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. (f) No amendment of, or supplement or waiver to, this Indenture, the Notes, any Note Guarantee or the First Lien Notes Security Documents shall be permitted to be effected if such amendment, supplement or waiver is in violation of or inconsistent with the terms of the First and Third Lien Intercreditor Agreement. No amendment of, or supplement or waiver to the First Lien and Third Lien Intercreditor Agreement shall be permitted to be effected without the consent of the Collateral Agent, the ABL Collateral Agent and any other Fixed Asset Representative then party thereto, other than pursuant to the terms thereof. (g) After an amendment, supplement or waiver under this Section 8.02 becomes effective, the Issuer shall send to the Holders a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 1 contract
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsections clause (b) and (c) of this Section 8.02, this Indenture, the Notes, Notes or 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, for Notes), and any existing Default or Event of Default or compliance with any provision of this Indenture, the Notes, Notes or 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); provided that (x) if any such amendment, supplement or waiver will only affect one series of Notes (or less than all series of Notes) then outstanding under this Indenture, then only the consent of the Holders of at least a majority in principal amount of the Notes of such series then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such series of the Notes)) shall be required and (y) if any such amendment, supplement or waiver by its terms will affect a series of Notes in a manner that is different from and materially adverse relative to the manner in which such amendment, supplement or waiver affects other series of Notes, then the consent of the Holders of at least a majority in principal amount of the Notes of such series then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such series of the Notes) shall be required.
(b) Notwithstanding subsection clause (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 than, except as set forth in clause (7) of this Section 8.02 and the provisions of Sections Section 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))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 applicable series of Notes and a waiver of the Payment Default payment default that resulted from such acceleration);
(5) make any such Note payable in currency other than that stated in such Note;
(6) modify make any of change to the provisions in of this Indenture regarding the relating to waiver of past DefaultsDefaults or the rights of Holders of the Notes issued hereunder to receive payments of principal of or interest on the Notes;
(7) amend after the contractual right expressly set forth in this Indenture or any Note of any Holder Issuer’s obligation to institute suit make an offer to purchase Notes arises hereunder (because, for the enforcement avoidance of doubt, a Change of Control has occurred) amend, change or modify in any payment material respect the obligations of principal ofthe Issuer to make and consummate a Change of Control Offer with respect to a Change of Control that has occurred, premiumincluding, if anywithout limitation, in each case, by amending, changing or interest on such Note on or after modifying any of the Stated Maturity or Redemption Date of any such Notedefinitions relating thereto;
(8) release the Issuer or any Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the HoldersHolders of Notes.
(c) In addition, without the consent of the Holders of at least 80% in aggregate 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), no amendment, supplement or waiver may (1) have the effect of releasing all or substantially all of the Collateral from the Liens created pursuant to the First Lien Notes Security Documents (except as permitted by the terms of this Indenture or the First Lien Notes Security Documents) or changing or altering the priority of the security interests of the Holders in the Collateral under the First Lien and Third Lien Intercreditor Agreement, (2) make any change in the First Lien Notes Security Documents or the provisions in this Indenture dealing with the application of proceeds of the Collateral that would adversely affect the Holders in any material respect (3) modify the First Lien Notes Security Documents or the provisions of this Indenture dealing with Collateral in any manner adverse to the Holders in any material respect other than in accordance with the terms of this Indenture or the First Lien Notes Security Documents or (4) permit the incurrence of more than $25.0 million of Additional Notes (including by amending the covenants under Sections 4.09 and 4.13); provided that (x) if any such amendment, supplement or waiver will only affect one series of Notes (or less than all series of the Notes) then outstanding under this Indenture, then only the consent of the Holders of at least 80% in aggregate principal amount of the Notes of such series then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such series of the Notes) shall be required.
(d) Neither the Issuer nor any Affiliate of the Issuer shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. Notwithstanding the foregoing, with respect to any payment of consideration for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes in connection with an exchange offer, the Issuer and any Affiliate of the Issuer may exclude (i) any Holder or Beneficial Owner that is a U.S. Person, but is not a QIB and (ii) any Holder or Beneficial Owner of Notes in any jurisdiction (other than the United States) where the inclusion of such Holders or Beneficial Owners would require the Issuer or any such Affiliate of the Issuer to comply with the registration requirements or other similar requirements under any securities laws of such jurisdiction or the solicitation of such consent, waiver or amendment from, or the granting of such consent or waiver, or the approval of such amendment by, Holders or Beneficial Owners in such jurisdiction would be unlawful, in each case as determined by the Issuer in its sole discretion.
(e) It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.
(f) No amendment of, or supplement or waiver to, this Indenture, the Notes, any Note Guarantee or the First Lien Notes Security Documents shall be permitted to be effected if such amendment, supplement or waiver is in violation of or inconsistent with the terms of the First and Third Lien Intercreditor Agreement. No amendment of, or supplement or waiver to the First Lien and Third Lien Intercreditor Agreement shall be permitted to be effected without the consent of the Collateral Agent, the ABL Collateral Agent and any other Fixed Asset Representative then party thereto, other than pursuant to the terms thereof.
(g) After an amendment, supplement or waiver under this Section 8.02 becomes effective, the Issuer shall send to the Holders a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 1 contract
Samples: Indenture (Wesco International Inc)
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 Third 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 Third 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 Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the Notes or Note Guarantees in a manner adverse to the Holders.
(c) In addition, without the consent of the Holders of at least 80% in aggregate 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), no amendment, supplement or waiver may (1) have the effect of releasing all or substantially all of the Collateral from the Liens created pursuant to the First Third Lien Notes Security Documents (except as permitted by the terms of this Indenture or the First Third Lien Notes Security Documents) or changing or altering the priority of the security interests of the Holders in the Collateral under the First Lien and Third Lien Intercreditor Agreement, (2) make any change in the First Third Lien Notes Security Documents or the provisions in this Indenture dealing with the application of proceeds of the Collateral that would adversely affect the Holders in any material respect respect, (3) modify the First Third Lien Notes Security Documents or the provisions of this Indenture dealing with Collateral in any manner adverse to the Holders in any material respect other than in accordance with the terms of this Indenture or the First Third Lien Notes Security Documents or (4) permit the incurrence of more than $25.0 million of Additional Notes (including by amending the covenants under Sections 4.09 and 4.13); provided that (x) if any such amendment, supplement or waiver will only affect one series of Notes (or less than all series of the Notes) then outstanding under this Indenture, then only the consent of the Holders of at least 80% in aggregate principal amount of the Notes of such series then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such series of the Notes) shall be required.
(d) Neither the Issuer nor any Affiliate of the Issuer shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. Notwithstanding the foregoing, with respect to any payment of consideration for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes in connection with an exchange offer, the Issuer and any Affiliate of the Issuer may exclude (i) any Holder or Beneficial Owner that is a U.S. Person, but is not a QIB and (ii) any Holder or Beneficial Owner of Notes in any jurisdiction (other than the United States) where the inclusion of such Holders or Beneficial Owners would require the Issuer or any such Affiliate of the Issuer to comply with the registration requirements or other similar requirements under any securities laws of such jurisdiction or the solicitation of such consent, waiver or amendment from, or the granting of such consent or waiver, or the approval of such amendment by, Holders or Beneficial Owners in such jurisdiction would be unlawful, in each case as determined by the Issuer in its sole discretion.
(e) It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.
(f) No amendment of, or supplement or waiver to, this Indenture, the Notes, any Note Guarantee or the First Third Lien Notes Security Documents shall be permitted to be effected if such amendment, supplement or waiver is in violation of or inconsistent with the terms of the First Lien and Third Lien Intercreditor Agreement. No amendment of, or supplement or waiver to the First Lien and Third Lien Intercreditor Agreement shall be permitted to be effected without the consent of the Collateral Agent, the ABL Collateral Agent and any other Fixed Asset Representative then party thereto, other than pursuant to the terms thereof.
(g) After an amendment, supplement or waiver under this Section 8.02 becomes effective, the Issuer shall send to the Holders a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 1 contract
With Consent of Noteholders. (a) Except to the extent provided in Section 8.01 and subsections subsection (b) and (c) of this Section 8.02, with respect to each series of Notes, (a) this Indenture, the Notes, (b) such series of Notes or (c) any Note Guarantee or the First Lien Notes Security Documents issued under this Indenture with respect to such series of Notes, in each case, may be amended or supplemented only with the consent of the Holders of at least a majority in aggregate principal amount of the respective series of Notes then outstanding Notes and issued under this Indenture voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for, for such series of Notes). In addition, and with respect to each series of Notes, any existing Default or Event of Default or compliance with (x) any provision of this Indenture, the Indenture with respect to such series of Notes, (y) such series of Notes, or (z) any Note Guarantee or the First Lien Notes Security Documents issued under this Indenture with respect to such series of Notes, in each case, may be waived only with the consent of the Holders of a majority in aggregate principal amount of the respective series of Notes then outstanding Notes and issued under this Indenture voting as a single class (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for, for such series of Notes).
(b) Notwithstanding subsection (a) of this Section 8.02, without the consent of each Holder of the respective series of Notes then outstanding and issued under this Indenture affected therebythereby voting as a single class with respect to such series of Notes (including, without limitation, consents obtained in connection with a purchase of, tender offer or exchange offer for Notes), an amendment or waiver may not (with respect to any Note held by a non-consenting Holder):
(1) reduce the principal amount of Notes of such series 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 NotesNotes of such series, or alter the provisions with respect to the redemption of any such series of Notes (including pursuant to Section 3.07) other than than, except as set forth in clause (7) of this Section 8.02, the provisions of Sections 4.07 4.08 and 4.08 4.09 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 series of interest under Section 6.01(1))Notes;
(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on any such series of Notes (except a rescission of acceleration of such series of Notes by the Holders of at least a majority in aggregate principal amount of the respective series of Notes then outstanding Notes and issued under this Indenture and a waiver of the Payment Default payment default that resulted from such acceleration);
(5) make any such Note of such series payable in currency other than that stated in such Note;
(6) modify make any of change to the provisions in of this Indenture regarding the relating to waiver of past DefaultsDefaults or the rights of Holders of such series of Notes issued hereunder to receive payments of principal of or interest and Additional Amounts, if any, on such series of Notes;
(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 Issuer’s obligation to purchase Notes of such series arises hereunder, amend, change or Redemption Date modify in any material respect the obligations of the Issuer to make and consummate a Change of Control Offer with respect to a Change of Control that has occurred, including, without limitation, in each case, by amending, changing or modifying any such Noteof the definitions relating thereto;
(8) release Parent, the Issuer or any Guarantor that is a Significant Subsidiary from any of its obligations under its Note Guarantee or this Indenture otherwise than in accordance with the terms of this Indenture; or
(9) modify or change any provision of this Indenture affecting the ranking of the such series of Notes or Note Guarantees in a manner adverse to the HoldersHolders of such series of Notes.
(c) In addition, without the consent of the Holders of at least 80% in aggregate 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), no amendment, supplement or waiver may (1) have the effect of releasing all or substantially all of the Collateral from the Liens created pursuant to the First Lien Notes Security Documents (except as permitted by the terms of this Indenture or the First Lien Notes Security Documents) or changing or altering the priority of the security interests of the Holders in the Collateral under the First Lien and Third Lien Intercreditor Agreement, (2) make any change in the First Lien Notes Security Documents or the provisions in this Indenture dealing with the application of proceeds of the Collateral that would adversely affect the Holders in any material respect (3) modify the First Lien Notes Security Documents or the provisions of this Indenture dealing with Collateral in any manner adverse to the Holders in any material respect other than in accordance with the terms of this Indenture or the First Lien Notes Security Documents or (4) permit the incurrence of more than $25.0 million of Additional Notes (including by amending the covenants under Sections 4.09 and 4.13); provided that (x) if any such amendment, supplement or waiver will only affect one series of Notes (or less than all series of the Notes) then outstanding under this Indenture, then only the consent of the Holders of at least 80% in aggregate principal amount of the Notes of such series then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, such series of the Notes) shall be required.
(d) Neither the Issuer nor any Affiliate of the Issuer shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement. Notwithstanding the foregoing, with respect to any payment of consideration for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes in connection with an exchange offer, the Issuer and any Affiliate of the Issuer may exclude (i) any Holder or Beneficial Owner that is a U.S. Person, but is not a QIB and (ii) any Holder or Beneficial Owner of Notes in any jurisdiction (other than the United States) where the inclusion of such Holders or Beneficial Owners would require the Issuer or any such Affiliate of the Issuer to comply with the registration requirements or other similar requirements under any securities laws of such jurisdiction or the solicitation of such consent, waiver or amendment from, or the granting of such consent or waiver, or the approval of such amendment by, Holders or Beneficial Owners in such jurisdiction would be unlawful, in each case as determined by the Issuer in its sole discretion.
(e) It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.
(f) No amendment of, or supplement or waiver to, this Indenture, the Notes, any Note Guarantee or the First Lien Notes Security Documents shall be permitted to be effected if such amendment, supplement or waiver is in violation of or inconsistent with the terms of the First and Third Lien Intercreditor Agreement. No amendment of, or supplement or waiver to the First Lien and Third Lien Intercreditor Agreement shall be permitted to be effected without the consent of the Collateral Agent, the ABL Collateral Agent and any other Fixed Asset Representative then party thereto, other than pursuant to the terms thereof.
(gd) After an amendment, supplement or waiver under this Section 8.02 becomes effective, the Issuer shall send to the Holders a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment, supplement or waiver.
Appears in 1 contract
Samples: Indenture (LKQ Corp)
