Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of any Holder of Notes: (1) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 hereof; (4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder; (5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA; (6) to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trustee; (7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof; (8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or (9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenture. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Global Crossing LTD)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of any Holder of Notes, the Company, the Notes Guarantors, the Trustee and the Collateral Agent (as applicable) may amend or supplement Note Documents or the Parent Guarantee:
(1) to cure any ambiguity, omission, mistake, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Definitive Notes;
(3) to provide for the assumption of the Company’s or a Notes Guarantor’s obligations to the Holders of Notes in the Notes and Note Guarantees by case of a successor to merger, amalgamation or consolidation or sale of all or substantially all of the Company Company’s or such Guarantor pursuant to Article 5 hereofNotes Guarantor’s properties or assets;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any such Holder;
(5) make, complete or confirm any grant of Notes Collateral permitted or required by this Indenture, any of the Notes Collateral Documents, the Parent Guarantee or any release of Notes Collateral pursuant to the terms of this Indenture or any of the Notes Collateral Documents or the Parent Guarantee;
(6) to add any additional Notes Guarantor and provide for any Notes Guarantee by any such Notes Guarantor or a guarantee by any other Person, or to evidence the release of any Notes Guarantor from its Notes Guarantee, to the extent such release is permitted by this Indenture;
(7) to add a co-issuer of the Notes;
(8) to evidence or provide for the acceptance of appointment under this Indenture of a successor Trustee, Calculation Agent or Collateral Agent or add a co-Trustee, Co-Calculation Agent or co-Collateral Agent;
(9) to comply with requirements any requirement of the SEC Commission in order to effect or maintain connection with the qualification of this Indenture under the TIA, if such qualification is required;
(610) to conform comply with the text rules and procedures of any applicable securities depositary;
(11) to secure additional extensions of credit and add additional secured creditors holding other ABL Obligations or Note Obligations, as long as such ABL Obligations or Note Obligations are not prohibited by the provisions of this Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trustee;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the NotesCollateral Documents; or
(912) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indentureadd additional assets as Notes 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 receipt by the Trustee of the documents described in Section 7.02 9.05 hereof, the Trustee will join with the Company and the Notes Guarantors in the execution of any amended or supplemental indenture or other Note Document authorized or permitted by the terms of this Indenture (as determined by the Company) Section 9.01 and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding anything in this Article 9 to the contrary, no amendment of, or supplement or waiver to, this Indenture or the other Note Documents pursuant to this Section 9.01 shall be permitted to be effected if such amendment, supplement or waiver is in violation of or inconsistent with the terms of the Notes Collateral Documents. No amendment of, or supplement or waiver to, the Notes Collateral Documents shall be permitted to be effected without the consent of the Collateral Agent.
Appears in 1 contract
Samples: Indenture (ProFrac Holding Corp.)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the CompanyIssuer, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of any Holder of Notes:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the CompanyIssuer’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company Issuer or such Guarantor pursuant to Article 5 or Article 10 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any HolderHolder in any material respect;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture or the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the CompanyIssuer’s Offering CircularMemorandum dated January 17, 2013, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the TrusteeNotes;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; orNotes (provided that in such case, existing Guarantors need not execute any supplemental indenture);
(9) to release secure the Notes or any Guarantor from Note Guarantee; or
(10) to add to the covenants of the Company for the benefit of the Holders of Notes or surrender any of its obligations under its Note Guarantee right or this Indenture in accordance with power conferred upon the terms of this IndentureCompany. Upon the request of the Company Issuer accompanied by a resolution of its Board of Directors 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 will join with the Company Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Axiall Corp/De/)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend amend, modify or supplement this Indenture or the Notes or the Note Guarantees without the consent of any Holder of Notes:
(1) to cure any ambiguity, omission, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture, the Notes or the Note Guarantees of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circularprospectus supplement dated March 29, 2017, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in Notes, which intent may be evidenced by an Officer’s Officers’ Certificate delivered to the Trusteethat effect;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofIndenture;
(8) to comply with the procedures of DTC or the Trustee with respect to the provisions of this Indenture and the Notes relating to transfers and exchanges of Notes or beneficial interests in the Notes; or
(9) to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenture. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureCompany, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture9.02, the Company, the Guarantors Guarantors, the Trustee and the Collateral Trustee (if applicable with respect to the Security Documents) may amend or supplement this Indenture or Indenture, the Notes or Notes, the Note Guarantees or the other Note Documents without the consent of any Holder of Notes:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 hereofor 10;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Notes, the Note Guarantees or the Notes other Note Documents to any provision of the “Description of Notes” section of the Company’s Offering Circular, offering memorandum relating to the offering of the Initial Notes, to the extent that such provision in that the “Description of Notes” was intended to be a verbatim or substantially verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trusteeother Note Documents;
(76) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofIssue Date;
(7) to subordinate Liens on Collateral in accordance with the Note Documents;
(8) to confirm and evidence the release, termination or discharge of any Lien with respect to or securing the Notes or the Note Guarantees when such release, termination or discharge is provided for in accordance with this Indenture and the other Note Documents;
(9) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) Notes or release the Note Guarantees pursuant to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenture;
(10) to add any Collateral as provided in this Indenture or the other Note Documents, as applicable;
(11) with respect to the Security Documents, as provided in the Intercreditor Agreement;
(12) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents establishing Parity Liens (including to secure Parity Lien Obligations permitted to be incurred and secured under this Indenture); or
(13) to evidence and provide for the acceptance under this Indenture of a successor Txxxxxx. In addition, without the consent of any Holder, the Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with their terms, including to add additional Indebtedness as Priority Lien Debt or Parity Lien Debt and add other parties (or any authorized agent thereof or trustee therefor) holding such Indebtedness thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral securing the other Priority Lien Debt or Parity Lien Debt, as applicable, then outstanding. Each Holder of Notes hereunder (x) consents to the amendment of any Note Document in the manner and for the purposes set forth in this Section 9.01, (y) agrees that it will be bound by and will take no actions contrary to the provisions of any amendment to any Note Document pursuant to Section 9.01 and (z) authorizes and instructs the Trustee and the Collateral Trustee (and the Trustee to direct the Collateral Trustee, if necessary) to enter into any amendment to any Note Document pursuant to this Section 9.01 on behalf of such Holder of Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureCompany, and upon receipt by the Trustee of the documents described in Section 7.02 hereof7.02, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (W&t Offshore Inc)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of 9.02, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture, the Company, the Guarantors ) and the Trustee may amend or supplement this Indenture and any Guarantee or the Notes or the Note Guarantees without the consent of any Holder of NotesHolder:
(1) to cure any ambiguity, omission, mistake, defect or inconsistency, as set forth in an Officer’s Certificate provided to the Trustee;
(2) to provide for uncertificated certificated Notes in addition to or in place of certificated uncertificated Notes;
(3) to comply with Section 5.01;
(4) to provide for the assumption of the CompanyIssuer’s or a any Guarantor’s obligations to the Holders of the Notes and Note Guarantees as required by a successor to the Company or such Guarantor pursuant to Article 5 hereofthis Indenture;
(45) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially adversely affect the legal rights hereunder under this Indenture of any such Holder;
(56) to add covenants for the benefit of the Holders, to secure the Notes and the Guarantees or to surrender any right or power conferred upon the Issuer or any Guarantor;
(7) to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIATrust Indenture Act, in the event this Indenture is to be or has been qualified under the Trust Indenture Act;
(68) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor paying agent thereunder pursuant to the requirements thereof;
(9) to add a Guarantor or co-obligor under this Indenture or to release any Guarantor or Guarantee if at the time of such release such Guarantor is not required by this Indenture to be a Guarantor;
(10) to conform the text of this Indenture Indenture, Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, Memorandum to the extent that such provision in that such “Description of Notes” section was intended to be a substantially verbatim recitation of a provision of this Indenture, the Note Guarantees Guarantee or the Notes as certified in an Officer’s Certificate delivered to the TrusteeNotes;
(711) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; or
(12) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenture. Upon the request of the Company Issuer accompanied by a resolution resolutions of its Board board of Directors directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.05, the Trustee will shall join with the Company Issuer and the Guarantors Guarantors, as applicable, in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties duties, liabilities or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officer’s Certificate.
Appears in 1 contract
Samples: Indenture (Black Knight, Inc.)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of Notesa Note:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company pursuant to Article 5 or such to a Guarantor pursuant to Article 5 11 hereof, as applicable;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any such Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Notes or the Notes Note Guarantees to any provision of the “Description of Notes” section of the Company’s Offering CircularCircular dated January 9, 2004, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees Notes or the Notes as certified in an Officer’s Certificate delivered to the TrusteeNote Guarantees;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or;
(9) to release provide for a successor trustee; or
(10) to comply with any Guarantor from rules of DTC or any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenturesuccessor depositary. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Elizabeth Arden Inc)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee and, if any amendment or supplement relates to any Security Document, the Noteholder Collateral Agent, may amend or supplement this Indenture or Indenture, the Notes or Notes, the Note Guarantees without Guarantees, and the consent of any Holder of NotesSecurity Documents:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by in the case of a successor to merger or consolidation or sale, lease or other transfer of all or substantially all of the Company Company’s or such Guarantor pursuant to Article 5 hereofGuarantor’s assets, as applicable;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any Holdersuch Holder in any material respect;
(5) to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Security Documents, the Notes or the Notes Note Guarantees to any provision of appearing under the caption “Description of Notes” section of in the Company’s Offering Circular, relating to the offering of the Initial Notes, Memorandum to the extent that such provision in that “such Description of Notes” Notes was intended to be a substantially verbatim recitation of a provision of this Indenture, the Note Guarantees Security Documents, the Notes or the Notes as certified in Note Guarantees, which intent may be evidenced by an Officer’s Officers’ Certificate to that effect delivered to the Trustee;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofof this Indenture;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or;
(9) to secure the Notes or the Note Guarantees pursuant to the requirements of Section 4.09 hereof or otherwise, including, without limitation, entering into any amendment or waiver, or entering into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional assets or property to become Collateral for the benefit of the Holders of Notes, or as required by applicable laws to give effect to, or protect any security interest for the benefit of the Holders of Notes, in any property or assets so that the security interests therein comply with applicable laws;
(10) to add any additional guarantees of the Notes or to evidence the release of any Guarantor from any of its obligations under its Note Guarantee or and such Guarantor’s obligations under this Indenture and the Security Documents and the release of such Guarantor’s Collateral from the Liens arising under this Indenture and the Security Documents, in accordance with each case as provided in this Indenture and the terms Security Documents;
(11) to evidence or provide for the acceptance of appointment under this IndentureIndenture of a successor trustee or a successor Noteholder Collateral Agent;
(12) to enter into additional or supplemental Security Documents for the benefit of the Holders of the Notes; or
(13) to release Collateral when permitted or required by this Indenture or the Security Documents. 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 receipt by the Trustee of the documents described in Section 7.02 7.02(b) hereof, the Trustee and, if applicable, the Noteholder Collateral Agent will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the CompanyIssuers, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of any Holder of Notes:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s Issuers’ or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by in the case of a successor to merger or consolidation or sale of all or substantially all of the Company Issuers’ or such Guarantor pursuant to Article 5 hereofGuarantors’ properties or assets, as applicable;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any such Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture or the Notes Note Guarantees to any provision of the “Description of the Notes” section of the Company’s Offering CircularIssuers’ prospectus supplement dated February 4, 2014 (the “Prospectus Supplement”) to the base prospectus included in the Issuers’ registration statement on Form S-3 (File No. 333-185179) as amended by post-effective amendment no. 2 thereto, relating to the offering issuance and sale of the Initial Notes, to the extent that such text of this Indenture or the Note Guarantees was intended to reflect such provision in that of the “Description of the Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trustee”;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a notation of Note Guarantee with respect to the Notes; orNotes or to reflect the addition or release of a Note Guarantee in accordance with this Indenture;
(9) to release secure the Notes and/or the Note Guarantees; or
(10) to provide for the reorganization of Regency Energy Partners as any Guarantor from any other form of its obligations under its Note Guarantee or this Indenture entity, in accordance with the terms of this IndentureSection 10.01(b) hereof. Upon the request of the Company Issuers accompanied by a resolution resolutions of its Board their Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee will join with the Company Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Third Supplemental Indenture (Regency Energy Partners LP)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of NotesSubsidiary Guarantees:
(1) to cure any ambiguity, mistake, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Subsidiary Guarantees by in the case of a successor to merger or consolidation or sale of all or substantially all of the Company Company’s or such Guarantor pursuant to Article 5 hereofGuarantor’s assets, as applicable;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any such Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to add additional Guarantees with respect to the Notes or release Guarantors from Subsidiary Guarantees as provided or permitted by the terms of this Indenture; or
(7) to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s Offering CircularProspectus Supplement dated January 23, 2006, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Subsidiary Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trustee;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as Notes. The consent of the date hereof;
(8) Holders of the Notes is not necessary to allow approve the particular form of any Guarantor proposed amendment. It is sufficient if such consent approves the substance of such proposed amendment. After an amendment becomes effective, the Company is required to execute mail to each registered Holder of the Notes a supplemental indenture and/or a Note Guarantee with respect notice briefly describing such amendment. However, the failure to give such notice to all Holders of the Notes; or
(9) to release , or any Guarantor from any defect therein, will not impair or affect the validity of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indentureamendment. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, hereof the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: First Supplemental Indenture (DRS Technologies Inc)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Note Guarantees, the Security Documents or the Notes or the Note Guarantees without the consent of any Holder of Notesa Note:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s 's or a Guarantor’s 's obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such a Guarantor pursuant to Article 5 or Article 10 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect in any material respect the legal rights hereunder of any HolderHolder of the Notes;
(5) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents or any release of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents;
(7) to conform the text of this Indenture Indenture, the Note Guarantees, the Security Documents or the Notes to any provision of the “Description of Notes” section of Notes contained in the Company’s Offering Circular, relating to the offering of the Initial Notes, Circular to the extent that such provision in that “the Description of Notes” Notes was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees Guarantees, the Security Documents or the Notes as certified in an Officer’s Certificate delivered to the TrusteeNotes;
(78) as provided in clause (2) under Section 12.07(a);
(9) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;; or
(8) 10) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect Guarantee; provided that the Company has delivered to the Notes; or
(9) to release any Guarantor from any Trustee an Opinion of its obligations under its Note Guarantee Counsel and an Officers' Certificate stating that such amendment or this Indenture in accordance supplement complies with the terms provisions of this IndentureSection. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Barneys New York Inc)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the CompanyIssuer, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Notes, the Note Guarantees or the Notes or the Note Guarantees Collateral Documents without the consent of any Holder of Notes:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the CompanyIssuer’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by in the case of a successor to merger or consolidation or sale of all or substantially all of the Company Issuer’s or such Guarantor pursuant to Article 5 hereofGuarantor’s assets, as applicable, and the corresponding release of the Issuer’s obligations under this Indenture or such Guarantor’s obligations under the Note Guarantees;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any such Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Note Guarantees, the Notes or the Notes Collateral Documents to any provision of the “Description of Notes” section of the CompanyIssuer’s Offering CircularMemorandum dated September 19, 2013, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees Guarantees, the Notes or the Notes as certified in an Officer’s Certificate delivered to the TrusteeCollateral Documents;
(76) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofIssue Date;
(8) 7) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) Notes and to release any Guarantor Guarantors from any of its obligations under its the Note Guarantee or this Indenture Guarantees in accordance with the terms of this Indenture;
(8) to evidence and provide for the acceptance under this Indenture of appointment of a successor trustee or collateral agent;
(9) to grant any Lien in favor of the Trustee or the Collateral Agent for the benefit of Holders of the Notes; or
(10) to enter into additional or supplemental Notes Collateral Documents or to release Collateral from the Lien of this Indenture or the Notes Collateral Documents in accordance with the terms of this Indenture, the Security Agreement and the Notes Collateral Documents. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIssuer, and upon receipt by the Trustee of the documents described in Section 7.02 13.02 hereof, the Trustee and the Collateral Agent will join with the Company Issuer and the Guarantors in the execution of any amended or supplemental indenture or other document authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent will not be obligated to enter into such amended or supplemental indenture or other document that affects its their own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Walter Energy, Inc.)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of NotesGuarantees:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 11 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder; including, without limitation, to comply with requirements of the SEC or DTC in order to maintain the transferability of the Notes pursuant to Rule 144A or Regulation S;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Notes or the Notes Note Guarantees to any provision of the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the TrusteeMemorandum;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;; or
(8) to allow any Guarantor to execute a supplemental indenture and/or a secure the Notes or the Note Guarantee with respect Guarantees pursuant to the Notes; orrequirements of Section 4.12 hereof;
(9) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents or any release of Collateral that becomes effective as set forth herein or therein;
(10) to add any additional Guarantor or to evidence the release of any Guarantor from any of its obligations under its Note Guarantee Guarantee, in each case as provided in this Indenture; or
(11) to evidence or provide for the acceptance of appointment under this Indenture of a successor Trustee. After an amendment, supplement or waiver under this Indenture requiring the approval of the Holders becomes effective, the Company will mail to the Holders a notice briefly describing the amendment, supplement or waiver. However, the failure to give such notice, or any defect in accordance with the terms notice, will not impair or affect the validity of this Indenturethe amendment, supplement or waiver. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of NotesGuarantees:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Notes or the Notes Note Guarantees to any provision of the “Description of Notes” section of the Company’s Offering CircularMemorandum dated March 19, 2014, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees Notes or the Notes as certified in Note Guarantees, which intent may be evidenced by an Officer’s Officers’ Certificate delivered to the Trusteethat effect;
(7) [Intentionally Omitted];
(8) [Intentionally Omitted];
(9) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;; or
(8) 10) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenture. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of any Holder of Notes, the Issuers, the Guarantors, the Trustee and the Collateral Trustee, as applicable, may amend or supplement this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement or the Security Documents:
(1) to cure any ambiguity, omission, mistake, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Companyan Issuer’s or a Guarantor’s obligations to the Holders of Notes in the Notes and Note Guarantees by case of a successor to merger or consolidation or sale of all or substantially all of such Issuer’s or Guarantor’s properties or assets in accordance with the Company or such Guarantor pursuant to Article 5 hereoflimitations set forth in this Indenture;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holdersuch Holder taken as a whole in any material respect;
(5) to secure the Notes or the Note Guarantees pursuant to the requirements of Section 4.12 hereof;
(6) to provide for the issuance of Additional Notes and related guarantees (and the grant of security for the benefit of the Additional Notes and related guarantees) in accordance with the limitations set forth herein;
(7) to add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in each case as provided herein;
(8) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIA;
(69) to evidence or provide for the acceptance of appointment hereunder of a successor trustee or evidence and provide for a successor or replacement Collateral Trustee under the Indenture or the Security Documents;
(10) to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents or any release of Collateral that becomes effective as set forth herein or in any of the Security Documents;
(11) to conform the text of this Indenture Indenture, the Note Guarantees, the Notes or any Security Document related to the Notes to any provision of the “Description of Notes” section of in the Company’s Offering Circular, relating as provided to the offering of Trustee and the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified Collateral Trustee in an Officer’s Certificate delivered to the TrusteeCertificate;
(712) to provide for add additional secured parties to the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofextent Liens securing obligations held by such parties are permitted hereunder;
(8) 13) to allow mortgage, pledge, hypothecate or grant a security interest for the benefit of the Trustee and the Holders of the Notes as additional security for the payment and performance of the Issuers’ and any Guarantor Guarantor’s obligations hereunder, in any property, or assets, including any of which are required to execute be mortgaged, pledged or hypothecated, or in which a supplemental indenture and/or a Note Guarantee with respect security interest is required to be granted to the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee Trustee or this Indenture the Collateral Trustee in accordance with the terms of this IndentureIndenture or otherwise;
(14) to provide for the succession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any agreement in accordance with the terms of this Indenture and the relevant Security Document;
(15) to add covenants for the benefit of the Holders or surrender any right or power conferred upon either Issuer or any Guarantor; and
(16) to provide for the assumption by one or more successors of the obligations of any of the Guarantors under this Indenture and the Note Guarantees. Upon the request of the Company Partnership accompanied by a resolution of its Board of Directors authorizing the execution of any such amended amendment or supplemental indenturesupplement, and upon receipt by the Trustee and Collateral Trustee, as applicable, of the documents described in Section 7.02 hereof, the Trustee and Collateral Trustee, as applicable, will join with the Company Partnership and the Guarantors in the execution of any amended amendment or supplemental indenture supplement authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and Collateral Trustee, as applicable, will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties duties, liabilities or immunities under this Indenture or otherwise.
Appears in 1 contract
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors Guarantors, the Trustee and the Trustee Collateral Agent (if applicable with respect to the Security Documents) may amend or supplement this Indenture or Indenture, the Notes or Notes, the Note Guarantees or the other Note Documents without the consent of any Holder of Notes:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trustee;
(7) to provide for the issuance of Additional PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof;
(6) to release or subordinate Liens on Collateral in accordance with the Note Documents;
(7) to confirm and evidence the release, termination or discharge of any Lien with respect to or securing the Notes or the Note Guarantees when such release, termination or discharge is provided for in accordance with this Indenture and the other Note Documents;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; orNotes or release the Note Guarantees pursuant to the terms of this Indenture;
(9) to add any Collateral or to evidence the release of any Guarantor from Liens, in each case as provided in this Indenture or the other Note Documents, as applicable;
(10) with respect to the Security Documents, as provided in the Intercreditor Agreement;
(11) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of its obligations the Security Documents; or
(12) to evidence and provide for the acceptance under its Note Guarantee or this Indenture of a successor Trustee. Each Holder of Notes hereunder (x) consents to the amendment of any Note Document in accordance with the terms manner and for the purposes set forth in this Section 9.01, (y) agrees that it will be bound by and will take no actions contrary to the provisions of any amendment to any Note Document pursuant to Section 9.01 and (z) authorizes and instructs the Trustee and the Collateral Agent (and the Trustee to direct the Collateral Agent, if necessary) to enter into any amendment to any Note Document pursuant to this IndentureSection 9.01 on behalf of such Holder of Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureCompany, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Restructuring Support Agreement (Global Brokerage, Inc.)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of any Holder of Notesa Note:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s 's or a Guarantor’s 's obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof; respectively;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect in any material respect the legal rights hereunder of any Holder;
(5) to provide any security for, any guarantees of or any additional obligors on the Notes or the Note Guarantees, or to confirm and evidence the release, termination or discharge of any such security or guarantee when such release, termination or discharge is permitted by this Indenture;
(6) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;; or
(67) to conform the text of this Indenture or the Notes to any provision of in the “Offering Circular in the section "Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, " to the extent that such provision in that “the "Description of Notes” " was intended to be a substantially verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trustee;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenture. Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties 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.
Appears in 1 contract
Samples: Indenture (North American Pipe Corp)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the Companyconsent of any Holder of Notes, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of NotesGuarantees:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Companyan Issuer’s or a Guarantor’s obligations to the Holders of Notes in the Notes and Note Guarantees by case of a successor to the Company merger or consolidation or sale of all or substantially all of such Guarantor pursuant to Article 5 hereofIssuer’s or Guarantor’s properties or assets;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any such Holder;
(5) to comply with secure the Notes or the Note Guarantees pursuant to the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIASection 4.12;
(6) to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trustee;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture Indenture;
(7) to add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in each case as of the date hereofprovided in this Indenture;
(8) to allow any Guarantor to execute evidence or provide for the acceptance of appointment under this Indenture of a supplemental indenture and/or a Note Guarantee with respect to the Notessuccessor Trustee; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with conform the terms text of this Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” in the Issuers’ offering memorandum, dated December 16, 2019. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureCompany, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee will join with the Company Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) Section 9.01 and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Archrock, Inc.)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Notes, any Subsidiary Guarantee, the Intercreditor Agreement or the Notes or the Note Guarantees any Security Document without the consent of any Holder of Notesa Note:
(1a) to cure any ambiguity, defect or inconsistency;
(2b) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3c) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 hereof;
(4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture, any Subsidiary Guarantee, the Intercreditor Agreement or any Security Document of any such Holder;
(5e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;[intentionally omitted]
(6) to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trustee;
(7f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) g) to conform the text of this Indenture, the Security Documents, the Intercreditor Agreement, the Subsidiary Guarantees or Notes to any provision of the Offering Circular under the caption “Description of Notes” to the extent such provisions in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Security Documents, the Intercreditor Agreement, Subsidiary Guarantees or the Notes;
(h) to enter into additional or supplemental Security Documents, including Security Documents adding additional Priority Lien Secured Parties and Priority Lien Obligations to any Security Document or the Intercreditor Agreement;
(i) to release a Guarantor from its obligations under its Subsidiary Guarantees, the Notes or this Indenture in accordance with the applicable provisions of this Indenture;
(j) to release Collateral in accordance with the terms of this Indenture, the Security Documents or the Intercreditor Agreement;
(k) to evidence and provide for the acceptance and appointment under this Indenture of a successor trustee thereunder pursuant to the requirements thereof;
(l) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents or any release of Collateral that becomes effective as set forth in this Indenture, any of the Security Documents or the Intercreditor Agreement;
(m) to allow any Guarantor to execute a supplemental indenture and/or a Note Subsidiary Guarantee with respect to the Notes; or
(9n) to release secure any Guarantor from any of its obligations Priority Lien Debt under its Note Guarantee or this Indenture the Security Documents and to appropriately include the same in accordance with the terms of this IndentureIntercreditor Agreement. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Lbi Media Holdings Inc)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of any Holder of Notes:
(1) to cure any ambiguity, omission, mistake, defect or inconsistency;
(2) to provide for uncertificated Notes of such series in addition to or in place of certificated Notes;
(3) to comply with Section 5.01 hereof;
(4) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such the Guarantor pursuant to Article 5 or Article 10 hereof;
(45) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any such Holder;
(56) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company or the Parent Guarantor;
(7) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(68) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements thereof;
(9) to provide for the issuance of Exchange Notes;
(10) to add guarantees of the Notes in accordance with the terms of this Indenture; or
(11) to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s Offering CircularMemorandum dated May 17, 2012, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended by the Company to be a verbatim recitation of a provision of this Indenture, the Note Guarantees Indenture or the Notes as certified in Notes, such intent to be evidenced by an Officer’s Officers’ Certificate of the Company delivered to the Trustee;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenture. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of NotesGuarantees:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Notes, the Note Guarantees or the Notes Security Documents to any provision of the “Description of Notes” section of the Company’s Offering CircularMemorandum dated June 25, 2010, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees or the Notes as certified in Security Documents, which intent may be evidenced by an Officer’s Officers’ Certificate delivered to the Trusteethat effect;
(7) to enter into additional or supplemental Security Documents;
(8) to release Collateral in accordance with the terms of this Indenture and the Security Documents;
(9) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents or any release of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents;
(10) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) 11) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(912) to release comply with any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indentureapplicable Gaming Law. Upon the written 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 receipt by the Trustee of the documents described in Section 7.02 13.04 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the CompanyIssuers, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of any Holder of Notesa Note:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the CompanyMagnaChip’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company MagnaChip or such Guarantor pursuant to Article 5 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Note Documents, the Security Documents, the Notes or the Notes Note Guarantees to any provision of the “Description of Notesthe second priority notes” section of the Company’s Issuers’ Offering CircularMemorandum dated December 16, 2004, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notesthe second priority notes” was intended by MagnaChip and the Initial Purchasers to be a verbatim recitation of a provision of this Indenture, the Note Guarantees Guarantees, the Security Documents or the Notes Notes, as certified represented by MagnaChip to the Trustee in an Officer’s Certificate delivered to the TrusteeOfficers’ Certificate;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or;
(9) to release make, complete or confirm any Guarantor from grant of Collateral permitted or required by this Indenture or any of its obligations under its Note Guarantee the Security Documents or any release of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents; or
(10) to appoint a co-trustee or separate trustee as provided in accordance with the terms of this IndentureSection 7.14. Upon the request of the Company Issuers accompanied by a resolution of its Board of Directors 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 will join with the Company Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (MagnaChip Semiconductor LTD (United Kingdom))
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors Trustee and the Trustee Collateral Agent may amend or supplement this Indenture Indenture, the Notes, the Collateral Documents, the Equal Priority Intercreditor Agreement or the Notes First Lien/Second Lien Intercreditor Agreement, or the Note Guarantees enter into any additional or supplemental Collateral Documents without the consent of any Holder of NotesNotes affected by the modification or amendments in order to:
(1a) to cure any ambiguity, omission, defect or inconsistency;
(2b) conform the text of this Indenture, including any supplemental indenture, the Notes, the Collateral Documents, the Equal Priority Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement to any corresponding provision of the “Description of the Notes” contained in the offering memorandum relating to the Initial Notes;
(c) provide for the issuance of Additional Notes;
(d) provide for the assumption of the Company’s or any Guarantor’s obligations in the case of either a merger or consolidation and to evidence the assumption of obligations under this Indenture or the Guarantee;
(e) provide for the Company’s or any Guarantor’s discharge upon such assumption provided that Article V hereof is complied with;
(f) add covenants or make any change that would provide any additional rights or benefits to the Holders of the Notes;
(g) add guarantees or collateral with respect to the Notes and terms under which such guarantees or collateral will be released or discharged, release or discharge any such guarantee or collateral in accordance with the terms under which such guarantee or collateral was provided or release any Guarantor or collateral in accordance with the terms of this Indenture, the Collateral Documents, the Equal Priority Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement, as applicable;
(h) provide for uncertificated Notes in addition to or in place of certificated Notes;
(3i) effect such amendments and modifications to the extent necessary to reflect the incurrence of any Additional First Lien Obligations or Additional Second Lien Obligations permitted under this Indenture and the Collateral Documents;
(j) add or appoint a successor or separate trustee or Collateral Agent or provide for the assumption of accession by the Company’s or a Guarantor’s obligations Trustee to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 hereofany Collateral Document;
(4k) to make enter into any change that would provide any additional rights other amendments, modifications, waivers or benefits supplements to the Holders Collateral Documents, the Equal Priority Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement permitted to be entered into without (or not requiring) the consent of the Notes or that does not adversely affect Holders pursuant to the legal rights hereunder of any Holderterms thereof;
(5l) enter into any Acceptable Intercreditor Agreement and any amendment, modification, waiver or supplement thereto permitted to comply with requirements be entered into without (or not requiring) the consent of the SEC in order Holders pursuant to effect the terms thereof;
(m) obtain or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trustee;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9n) to release make any Guarantor from other change that does not adversely affect the rights of any Holder of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this IndentureNotes. Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and the Collateral Agent of the documents described in Section 7.02 hereof, the Trustee and the Collateral Agent will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but neither the Trustee nor the Collateral Agent will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture Indenture, the Notes, the Collateral Documents, the Equal Priority Intercreditor Agreement or the First Lien/Second Lien Intercreditor Agreement or otherwise.
Appears in 1 contract
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of Notesto:
(1) to cure any ambiguityambiguities, defect or inconsistency;
(2) provide for the assumption of the Company’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Company’s assets;
(3) provide for uncertificated Notes in addition to or in place of certificated Notes;
(34) to provide for the assumption of the Company’s or add any Person as a Guarantor’s obligations to the Holders Guarantor of the Notes and or secure the Notes or the Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 hereofGuarantees;
(45) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect in any material respect the legal rights hereunder under this Indenture of any such Holder;
(56) to comply with requirements of the SEC in order to effect or maintain the qualification of this the Indenture under the TIA;; or
(67) to conform the text of this Indenture or the Notes to any provision of the descriptions thereof set forth in the “Description of Notes” section of the Company’s Offering CircularMemorandum dated December 11, 2013, relating to the initial offering of the Initial Notes, Notes to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the corresponding provision in that such “Description of Notes.” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trustee;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenture. Upon the request of the Company accompanied by a resolution of its Board of Directors Managers 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 will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Securities, the Company, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Securities or the Notes or the Note Guarantees without the consent of any Holder of NotesSubsidiary Guarantees:
(1) to cure any ambiguity, mistake, defect or inconsistency;
(2) to provide for uncertificated Notes Securities in addition to or in place of certificated NotesSecurities;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations Obligations to the Holders of Securities in the Notes and Note Guarantees by case of a successor to merger or consolidation or sale of all or substantially all of the Company or such Guarantor pursuant to Article 5 hereofCompany’s assets;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes Securities or that does not adversely affect the legal rights hereunder under this Indenture of any such Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture or the Notes to any provision of the “Description of the Notes” section of the Company’s Offering CircularMemorandum dated April 4, 2014, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trustee;
(7) to evidence and provide for the acceptance and appointment under this Indenture of a successor trustee pursuant to the requirements hereof;
(8) to provide for the issuance of Additional Notes and Additional Securities in accordance with the limitations set forth in this Indenture as of the date hereof;; or
(8) 9) to allow any Guarantor to execute a supplemental indenture and/or a Note Subsidiary Guarantee with respect to the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this IndentureSecurities. Upon the request of the Company accompanied by a resolution of its Board of Directors Resolution 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 will shall join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will 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.
Appears in 1 contract
Samples: Indenture (NRG Energy, Inc.)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of any Holder of Notes, the Issuers, the Guarantors, the Trustee and the Collateral Trustee, as applicable, may amend or supplement this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement or the Security Documents:
(1) to cure any ambiguity, omission, mistake, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Companyan Issuer’s or a Guarantor’s obligations to the Holders of Notes in the Notes and Note Guarantees by case of a successor to merger or consolidation or sale of all or substantially all of such Issuer’s or Guarantor’s properties or assets in accordance with the Company or such Guarantor pursuant to Article 5 hereoflimitations set forth in this Indenture;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holdersuch Holder taken as a whole in any material respect;
(5) to secure the Notes or the Note Guarantees pursuant to the requirements of Section 4.12 hereof;
(6) to provide for the issuance of Additional Notes and related guarantees (and the grant of security for the benefit of the Additional Notes and related guarantees) in accordance with the limitations set forth herein;
(7) to add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in each case as provided herein;
(8) to comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIA;
(69) to evidence or provide for the acceptance of appointment hereunder of a successor trustee or evidence and provide for a successor or replacement Collateral Trustee under the Indenture or the Security Documents;
(10) to make, complete or confirm any grant of Collateral permitted or required by the Indenture or any of the Security Documents or any release of Collateral that becomes effective as set forth herein or in any of the Security Documents;
(11) to conform the text of this Indenture Indenture, the Note Guarantees, the Notes or any Security Document related to the Notes to any provision of the “Description of Notes” section of in the Company’s Offering Circular, relating as provided to the offering of Trustee and the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified Collateral Trustee in an Officer’s Certificate delivered to the TrusteeCertificate;
(712) to provide for add additional secured parties to the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofextent Liens securing obligations held by such parties are permitted hereunder;
(8) 13) to allow mortgage, pledge, hypothecate or grant a security interest for the benefit of the Trustee and the Holders of the Notes as additional security for the payment and performance of the Issuers’ and any Guarantor Guarantor’s obligations hereunder, in any property, or assets, including any of which are required to execute be mortgaged, pledged or hypothecated, or in which a supplemental indenture and/or a Note Guarantee with respect security interest is required to be granted to the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee Trustee or this Indenture the Collateral Trustee in accordance with the terms of this IndentureIndenture or otherwise;
(14) to provide for the succession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any agreement in accordance with the terms of this Indenture and the relevant Security Document;
(15) to add covenants for the benefit of the Holders or surrender any right or power conferred upon either Issuer or any Guarantor;
(16) to provide for the assumption by one or more successors of the obligations of any of the Guarantors under this Indenture and the Note Guarantees; and
(17) to permit an ABL Transaction. Upon the request of the Company Partnership accompanied by a resolution of its Board of Directors authorizing the execution of any such amended amendment or supplemental indenturesupplement, and upon receipt by the Trustee and Collateral Trustee, as applicable, of the documents described in Section 7.02 and Section 9.05 hereof, the Trustee and Collateral Trustee, as applicable, will join with the Company and the Guarantors Partnership in the execution of any amended amendment or supplemental indenture supplement authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and Collateral Trustee, as applicable, will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties duties, liabilities or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (CVR Partners, Lp)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture9.02, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of Notes:
(1) to cure any ambiguity, omission, mistake, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 V or Article X hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes (including the addition of collateral to secure the Notes and/or additional guarantees) or that does not adversely affect the legal rights hereunder of any such Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, Memorandum to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes was intended to conform to the text of the “Description of Notes” section of the Offering Memorandum as certified in evidenced by an Officer’s Certificate delivered to the TrusteeCertificate;
(76) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) 7) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) Notes or to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture if such release is in accordance with the terms of this Indenture; provided that any such supplemental indenture may be signed by the Company, the Guarantor providing the Note Guarantee and the Trustee; or
(8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements of this Indenture. 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 receipt by the Trustee of the documents described in Section 7.02 hereof7.02, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the Companyconsent of any Holder, the Guarantors Company and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of NotesGuarantees:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for the assumption by a Surviving Entity of the obligations of the Company under this Indenture;
(3) provide for uncertificated Notes in addition to or in place of certificated Notes;
Notes (3provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) to provide for the assumption of the Company’s Code, or in a Guarantor’s obligations to manner such that the Holders uncertificated Notes are described in Section 163(f)(2)(B) of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 hereofCode);
(4) to make any change that would provide any additional rights or benefits add Guarantees with respect to the Holders Notes or confirm and evidence the release, termination or discharge of any security or guarantee when such release, termination or discharge is permitted by this Indenture;
(5) secure the Notes, add to the covenants of the Company for the benefit of the holders of the Notes or surrender any right or power conferred upon the Company;
(6) make any change that does not adversely affect the legal rights hereunder of any HolderHolder of the Notes;
(57) to comply with requirements any requirement of the SEC Commission in order to effect or maintain connection with the qualification of this Indenture under the TIA;
(68) provide for the issuance of Additional Notes in accordance with this Indenture;
(9) to evidence and provide for the acceptance of appointment by a successor Trustee;
(10) conform the text of this Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, Memorandum to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees Indenture or the Notes as certified in an Officer’s Certificate delivered to the Trustee;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(911) make any amendment to release any Guarantor from any the provisions of its obligations under its Note Guarantee or this Indenture relating to the transfer and legending of the Notes as permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided that (i) compliance with this Indenture as so amended would not result in accordance the Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer the Notes. provided, that the Company has delivered to the Trustee an Opinion of Counsel and an Officers’ Certificate, each stating that such amendment or supplement complies with the terms provisions of this IndentureSection 9.01. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Rackspace Hosting, Inc.)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee Trustees and, if any amendment or supplement relates to any Collateral Agreement, the Collateral Agent, may amend or supplement this Indenture or Indenture, the Notes Notes, the Collateral Agreements or the Note Guarantees without the consent of any Holder of NotesNote:
(1) to cure any ambiguity, mistake, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by in the case of a successor to consolidation, arrangement, merger or amalgamation or sale of all or substantially all of the Company Company’s or such Guarantor pursuant to Article 5 hereofGuarantor’s assets, as applicable;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially adversely affect the legal rights hereunder under this Indenture of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;Trust Indenture Act.
(6) to conform the text of this Indenture Indenture, the Notes, the Note Guarantees or the Notes Collateral Agreements to any provision of the “Description of the Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, Memorandum to the extent that such provision in that “the Description of Notes” the Notes was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees or the Notes as certified in Collateral Agreements, which intent may be evidenced by an Officer’s Certificate delivered to the Trusteethat effect;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofIssue Date;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee to add a guarantee with respect to the Notes; or;
(9) to release any Guarantor from any of its obligations evidence and provide for the acceptance and appointment under its Note Guarantee or this Indenture of a successor Trustee or Collateral Agent pursuant to the requirements thereof;
(10) to enter into additional or supplemental Collateral Agreements or to release Collateral from the Lien of this Indenture or the Collateral Agreements in accordance with the terms of this Indenture and the Collateral Agreements; or
(11) to enter into a supplemental indenture to evidence any covenant suspension pursuant to Section 4.19 of this Indenture. 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 receipt by the Trustee of the documents described in Section 7.02 7.02(b) hereof, the Trustee Trustees will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the no Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Taseko Mines LTD)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Security Documents, the Intercreditor Agreement or the Notes or the Note Guarantees without the consent of any Holder of NotesNote:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture or the Notes Note Guarantees, the Notes, the Security Documents or the Intercreditor Agreement to any provision of the “Description of Notesnotes” section of the Company’s Offering CircularMemorandum dated December 11, 2009, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notesnotes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the TrusteeNotes;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofIssue Date;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; orNotes (provided that in such case, existing Guarantors need not execute any supplemental indenture);
(9) to add additional assets as Collateral;
(10) to release Collateral from the Lien or any Guarantor from any of its obligations under its Note Guarantee Guarantee, in each case pursuant to this Indenture, the Security Documents and the Intercreditor Agreement when permitted or required by this Indenture in accordance with or the Security Documents;
(11) to add to the covenants of the Company for the benefit of the Holders of Notes or surrender any right or power conferred upon the Company; or
(12) to add Other Pari Passu Lien Obligations on the terms of this Indentureset forth in the Security Documents. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Georgia Gulf Corp /De/)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the CompanyIssuers, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of Notesa Note to:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Companyobligations of an Issuer or Guarantor to Holders in the case of a merger or consolidation or sale of all or substantially all of an Issuer’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company properties or such Guarantor pursuant to Article 5 hereofassets, as applicable;
(4) to make any change that would could provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any Holdersuch holder in any material respect;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIATrust Indenture Act;
(6) to provide security for or add Guarantees with respect to the Notes or release a Guarantor from its Note Guarantee and terminate such Note Guarantee; provided, however, that the release and termination is in accord with the applicable provisions of this Indenture;
(7) secure the Notes or Note Guarantees;
(8) add to the covenants of the Issuers or a Restricted Subsidiary for the benefit of the Holders or surrender any right or power conferred upon the Issuers or a Restricted Subsidiary;
(9) make any change that does not adversely affect the rights of any Holder in any material respect;
(10) evidence or provide for the succession of a successor Trustee;
(11) to conform the text of this Indenture Indenture, the Notes or the Notes Note Guarantees to any provision of the “Description of Notesnotes” section in the offering memorandum of the Company’s Offering CircularCompany dated June 2, relating 2015 pursuant to which the Notes were offered to the offering of the Initial NotesHolders, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified set forth in an Officer’s Certificate delivered to the Trusteeofficers’ certificate;
(712) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the NotesIndenture; or
(913) to release provide for the reorganization of the Company as any Guarantor from any other form of its obligations under its Note Guarantee or this Indenture entity in accordance with the terms of this IndentureSection 5.01(c). Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureIndenture, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee will join with the Company and the Guarantors Issuers in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuers, the Guarantors and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02.
Appears in 1 contract
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the Companyconsent of any Holder of Notes, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of NotesGuarantees:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Companyan Issuer’s or a Guarantor’s obligations to the Holders of Notes in the Notes and Note Guarantees by case of a successor to the Company merger or consolidation or sale of all or substantially all of such Guarantor pursuant to Article 5 hereofIssuer’s or Guarantor’s properties or assets;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any such Holder;
(5) to comply with secure the Notes or the Note Guarantees pursuant to the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIASection 4.12;
(6) to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trustee;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture Indenture;
(7) to add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in each case as of the date hereofprovided in this Indenture;
(8) to allow any Guarantor to execute evidence or provide for the acceptance of appointment under this Indenture of a supplemental indenture and/or a Note Guarantee with respect to the Notessuccessor Trustee; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with conform the terms text of this Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” in the Issuers’ offering memorandum, dated March 7, 2019. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureCompany, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee will join with the Company Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) Section 9.01 and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Archrock Partners, L.P.)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of NotesGuarantees:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Notes or the Notes Note Guarantees to any provision of the “Description of Notes” section of the Company’s Offering CircularCircular dated March 2, 2011, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees Notes or the Notes as certified in Note Guarantees, which intent may be evidenced by an Officer’s Officers’ Certificate delivered to the Trusteethat effect;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to comply with the requirements of applicable Gaming Laws or to provide for requirements imposed by applicable Gaming Authorities; or
(9) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenture. 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 receipt by the Trustee of the documents described in Section 7.02 and Section 9.06 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee and, if any amendment or supplement relates to any Security Document, the Noteholder Collateral Agent, may amend or supplement this Indenture or Indenture, the Notes or Notes, the Note Guarantees without Guarantees, and the consent of any Holder of NotesSecurity Documents:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by in the case of a successor to merger or consolidation or sale, lease or other transfer of all or substantially all of the Company Company’s or such Guarantor pursuant to Article 5 hereofGuarantor’s assets, as applicable;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any Holdersuch Holder in any material respect;
(5) to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA, if applicable;
(6) to conform the text of this Indenture Indenture, the Security Documents, the Notes or the Notes Note Guarantees to any provision of appearing under the caption “Description of Notes” section of in the Company’s Offering Circular, relating to the offering of the Initial Notes, Memorandum to the extent that such provision in that “such Description of Notes” Notes was intended to be a substantially verbatim recitation of a provision of this Indenture, the Note Guarantees Security Documents, the Notes or the Notes as certified in Note Guarantees, which intent may be evidenced by an Officer’s Officers’ Certificate to that effect delivered to the Trustee;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofof this Indenture;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or;
(9) to secure the Notes or the Note Guarantees pursuant to the requirements of Section 4.09 hereof or otherwise, including, without limitation, entering into any amendment or waiver, or entering into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional assets or property to become Collateral for the benefit of the Holders of Notes, or as required by applicable laws to give effect to, or protect any security interest for the benefit of the Holders of Notes, in any property or assets so that the security interests therein comply with applicable laws;
(10) to add any additional guarantees of the Notes or to evidence the release of any Guarantor from any of its obligations under its Note Guarantee or and such Guarantor’s obligations under this Indenture and the Security Documents and the release of such Guarantor’s Collateral from the Liens arising under this Indenture and the Security Documents, in accordance with each case as provided in this Indenture and the terms Security Documents;
(11) to evidence or provide for the acceptance of appointment under this IndentureIndenture of a successor trustee or a successor Noteholder Collateral Agent;
(12) to enter into additional or supplemental Security Documents for the benefit of the Holders of the Notes; or
(13) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents or any release of Collateral when permitted or required by this Indenture or the Security Documents. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended amendment or supplemental indenturesupplement to this Indenture, the Notes, the Note Guarantees, or the Security Documents, and upon receipt by the Trustee of the documents described in Section 7.02 7.02(b) hereof, the Trustee will and, if applicable, the Noteholder Collateral Agent shall join with the Company and the Guarantors in the execution of any amended such amendment or supplemental indenture supplement authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will shall not be obligated to enter into such amended amendment or supplemental indenture supplement that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture9.02, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of Notes:
(1) to cure any ambiguity, omission, mistake, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 V or Article X hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes (including the addition of collateral to secure the Notes and/or additional guarantees) or that does not adversely affect the legal rights hereunder of any such Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, Memorandum to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this the Indenture, the Note Guarantees or the Notes was intended to conform to the text of the “Description of Notes” section of the Offering Memorandum as certified in evidenced by an Officer’s Certificate delivered to the TrusteeCertificate;
(76) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) 7) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; provided that any such supplemental indenture may be signed by the Company, the Guarantor providing the Note Guarantee and the Trustee; or
(9) 8) to release any Guarantor from any of its obligations evidence and provide for the acceptance and appointment under its Note Guarantee or this Indenture in accordance with of a successor Trustee pursuant to the terms requirements of this Indenture. 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 receipt by the Trustee of the documents described in Section 7.02 hereof7.02, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (MTS Systems Corp)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the CompanyIssuers, the Guarantors Guarantors, the Trustee and the Collateral Trustee (if applicable) may amend or supplement this Indenture or the Notes or the Note Guarantees Documents without the consent of any Holder of Notesa Note:
(1a) to cure any ambiguity, defect or inconsistency;
(2b) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3c) to provide for the assumption of the Companyan Issuer’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article ARTICLE 5 or ARTICLE 10 hereof, as applicable;
(4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Note Documents of any such Holder, provided that any change to conform the Note Documents to the Description of Notes shall not be deemed to adversely affect the legal rights hereunder of any Holder;
(5e) to secure the Notes or the Subsidiary Guarantees pursuant to the requirements of Section 4.12 or otherwise;
(f) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture;
(g) to add any additional Guarantor or Collateral with respect to the Notes or to evidence the release of any Guarantor from its Subsidiary Guarantee or the release of any Liens in accordance with this Indenture or the other Note Documents, as applicable;
(h) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6i) to evidence or provide for the acceptance of appointment under this Indenture of a successor Trustee or a successor Collateral Trustee;
(j) to conform the text of this Indenture or the Notes Note Documents to any provision of described in the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trustee;
(7k) to provide for make, complete or confirm any grant of Collateral permitted or required by the issuance of Additional Notes Note Documents;
(l) to release or subordinate Liens on Collateral in accordance with the limitations set forth in this Indenture as of the date hereofNote Documents;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee m) with respect to the NotesNote Documents, as provided in the Intercreditor Agreement and the Collateral Trust Agreement; orand
(9n) to release confirm and evidence the release, termination or discharge of any Guarantor from any of its obligations under its Note Guarantee Lien with respect to or this Indenture securing the Notes or the Subsidiary Guarantees when such release, termination or discharge is provided for in accordance with the Note Documents. In addition, the Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with their terms and without the consent of this Indentureany Holder or the Trustee with the consent of the parties thereto or otherwise in accordance with their terms, including to add additional Indebtedness as Priority Lien Debt, Parity Lien Debt or Junior Lien Debt and add other parties (or any authorized agent thereof or trustee therefor) holding such Indebtedness thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral securing the other Priority Lien Debt, Parity Lien Debt or Junior Lien Debt, as applicable, then outstanding, in each case to the extent permitted by the Secured Debt Documents. The Intercreditor Agreement also provides that in certain circumstances the Security Documents may be amended automatically without the consent of Holders of Notes, the Trustee or the Collateral Trustee in connection with any amendments to corresponding security documents creating Priority Liens. 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 receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee will shall join with the Company Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Linn Energy, LLC)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Note Guarantees or the Notes or the Note Guarantees without the consent of any Holder of Notesa Note:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s 's obligations to the Holders of Notes in the Notes and Note Guarantees by case of a successor to merger or consolidation or the Company sale of all or such Guarantor pursuant to Article 5 hereofsubstantially all of the Company's assets;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any such Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIATrust Indenture Act or to allow any Subsidiary to guarantee the Notes;
(6) to make, complete or confirm any grant of Collateral permitted or required by the Security Documents or this Indenture or any release of Collateral that becomes effective as set forth in the Security Documents or this Indenture; or
(7) to conform the text of this Indenture Indenture, the Notes, the guarantees or the Notes Security Documents to any provision of the “Description of Notes” section of the Company’s Offering CircularNotes in the offering circular, dated September 25, 2003, relating to the offering of the Initial Notes, Notes to the extent that such provision in that “the Description of Notes” the Notes was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees Notes or the Notes as certified in an Officer’s Certificate delivered to the Trustee;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indentureguarantees. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Osullivan Industries Inc)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the Companyconsent of any Holder of Notes, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of NotesGuarantees:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s Issuers’ or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company Issuers or such Guarantor pursuant to Article 5 or Article 10 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture or Indenture, the Notes Notes, the Note Guarantees to any provision of the “Description of Notes” section of the Company’s Issuers’ Offering Circular, dated April 6, 2010, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees or the Notes as certified in Guarantees, which intent may be evidenced by an Officer’s Officers’ Certificate delivered to the Trusteethat effect;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;; or
(8) to allow any Guarantor to execute a supplemental indenture Indenture and/or a Note Guarantee with respect to the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenture. Upon the request of the Company Issuers accompanied by a resolution of its each Issuer’s Board of Directors 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 will join with the Company Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate necessary agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors Guarantors, the Trustee and the Trustee Canadian Co-Trustee, and if any amendment or supplement relates to any Collateral Document, the Notes Collateral Agent, may amend or supplement this Indenture or Indenture, the Notes Notes, the Collateral Documents or the Note Guarantees without the consent of any Holder of NotesNote:
(1) to cure any omission, ambiguity, mistake, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by in the case of a successor to consolidation, arrangement, merger or amalgamation or sale of all or substantially all of the Company Company’s or such Guarantor pursuant Guarantor’s assets or to Article 5 hereofeffect a Permitted Tax Reorganization, as applicable;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially adversely affect the legal rights hereunder under this Indenture of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Notes, the Hedging Intercreditor Agreement, the Note Guarantees or the Notes Collateral Documents to any provision of the “Description of the Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, Memorandum to the extent that such provision in that “the Description of Notes” the Notes was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees or the Notes as certified in Collateral Documents, which intent may be evidenced by an Officer’s Officers’ Certificate delivered to the Trusteethat effect;
(76) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofIssue Date;
(8) 7) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee to add a guarantee with respect to the Notes; or;
(98) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or Notes Collateral Agent pursuant to the requirements thereof;
(i) to release any Guarantor from any of its obligations under its Note Guarantee enter into additional or this Indenture supplemental Collateral Documents in accordance with the terms of this IndentureIndenture and the Collateral Documents or (ii) to release Collateral from the Lien of this Indenture or the Collateral Documents in accordance with the terms of this Indenture and the Collateral Documents. 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 receipt by the Trustee and the Canadian Co-Trustee of the documents described in Section 7.02 Sections 7.02(c) and 9.05 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Canadian Co-Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Collateral Documents, and upon receipt by the Notes Collateral Agent of the documents described in Sections 7.02(c) and 9.05 hereof, the Notes Collateral Agent will join with the Company and the Guarantors in the execution of any amended or supplemental Collateral Documents authorized or permitted by the terms of this Indenture and the Collateral Documents and to make any further appropriate agreements and stipulations that may be therein contained, but the Notes Collateral Agent will not be obligated to enter into such amended or supplemental Collateral Documents that affects its own rights, duties or immunities under this Indenture, the Collateral Documents or otherwise.
Appears in 1 contract
Samples: Indenture (Greenfire Resources Ltd.)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors Guarantors, the Trustee and the Trustee Canadian Co-Trustee, and if any amendment or supplement relates to any Collateral Document, the Collateral Agent, may amend or supplement this Indenture or Indenture, the Notes Notes, the Collateral Documents or the Note Guarantees without the consent of any Holder of NotesNote:
(1) to cure any omission, ambiguity, mistake, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by in the case of a successor to consolidation, arrangement, merger or amalgamation or sale of all or substantially all of the Company Company’s or such Guarantor pursuant Guarantor’s assets or to Article 5 hereofeffect a Permitted Tax Reorganization, as applicable;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially adversely affect the legal rights hereunder under this Indenture of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Notes, the Collateral Agent Agreement, the Note Guarantees or the Notes Collateral Documents to any provision of the “Description of the Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, Circular to the extent that such provision in that “the Description of Notes” the Notes was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees or the Notes as certified in Collateral Documents, which intent may be evidenced by an Officer’s Officers’ Certificate delivered to the Trusteethat effect;
(76) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofIssue Date;
(8) 7) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee to add a guarantee with respect to the Notes; or;
(98) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or Collateral Agent pursuant to the requirements thereof;
(i) to release any Guarantor from any of its obligations under its Note Guarantee enter into additional or this Indenture supplemental Collateral Documents in accordance with the terms of this IndentureIndenture and the Collateral Documents or (ii) to release Collateral from the Lien of this Indenture or the Collateral Documents in accordance with the terms of this Indenture and the Collateral Documents. 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 receipt by the Trustee and the Canadian Co-Trustee of the documents described in Section 7.02 Sections 7.02(c) and 9.05 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Canadian Co-Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Collateral Documents, and upon receipt by the Collateral Agent of the documents described in Sections 7.02(c) and 9.05 hereof, the Collateral Agent will join with the Company and the Guarantors in the execution of any amended or supplemental Collateral Documents authorized or permitted by the terms of this Indenture and the Collateral Documents and to make any further appropriate agreements and stipulations that may be therein contained, but the Collateral Agent will not be obligated to enter into such amended or supplemental Collateral Documents that affects its own rights, duties or immunities under this Indenture, the Collateral Documents or otherwise. In determining whether the holders of the required principal amount of Notes have concurred in any direction, request, demand, authorization, notice, waiver or consent pursuant to this Indenture, Notes owned by the Company or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned shall be so disregarded.
Appears in 1 contract
Samples: Indenture (Greenfire Resources Ltd.)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of NotesGuarantees:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture enter into additional or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trusteesupplemental Security Documents;
(7) to release Collateral in accordance with the terms of this Indenture and the Security Documents;
(8) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents or any release of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents;
(9) to provide for the issuance of Additional additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;October 15, 2010; or
(8) 10) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenture. Upon the written 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 receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Handy & Harman Ltd.)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Collateral Documents, the Notes or the Note Guarantees without the consent of any Holder of Notes:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 11 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Collateral Documents, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s Offering CircularCircular dated August 8, 2007, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Collateral Documents, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the TrusteeNotes;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) to release make, complete or confirm any Guarantor from grant of Collateral permitted or required by this Indenture or any of its obligations under its Note Guarantee the Collateral Documents or any release of Collateral that becomes effective as set forth in this Indenture in accordance with or any of the terms of this IndentureCollateral Documents. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Vector Group LTD)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement or the Notes or the Note Guarantees Security Documents without the consent of any Holder of Notesa Note:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by in the case of a successor to merger or consolidation or sale of all or substantially all of the Company Company’s or such Guarantor pursuant to Article 5 hereofGuarantor’s assets, as applicable;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any such Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement, the Security Documents or the Notes Escrow Agreement to any provision of the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, Circular to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees Guarantees, the Intercreditor Agreement or the Notes as certified in Security Documents, which intent shall be evidenced by an Officer’s Officers’ Certificate delivered to the Trusteethat effect;
(7) to add a Guarantor or to provide for the Guarantee of the Company’s Obligations under the Notes by Parent or any direct or indirect parent company of the Company;
(8) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) 9) to allow make, complete or confirm any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to grant of Shared Collateral or Escrow Collateral permitted or required by this Indenture, the NotesIntercreditor Agreement or any of the Security Documents or any release, termination or discharge of Shared Collateral or Escrow Collateral that becomes effective as set forth in this Indenture, the Intercreditor Agreement or any of the Security Documents; or
(910) to release grant any Guarantor from any Lien for the benefit of its the Holders of the Notes. In addition, the Collateral Trustee and the Trustee shall be authorized to amend the Security Documents to add additional secured parties to the extent Liens securing obligations held by such parties are permitted under its Note Guarantee or this Indenture in accordance with and that after so securing any such additional secured parties, the terms amount of this IndentureShared Lien Debt does not cause the Consolidated Shared Lien Debt Ratio to exceed 3.50 to 1.00, calculated after giving pro forma effect to such incurrence and the application of the net proceeds therefrom, as certified by the Company. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Viasystems Group Inc)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the Companyconsent of any Holder of Notes, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of NotesGuarantees:
(1a) to cure any ambiguity, defect or inconsistency;
(2b) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3c) to provide for the assumption of the Company’s Issuers’ or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by in the case of a successor to merger or consolidation or disposition of all or substantially all of the Company Issuers’ or such Guarantor pursuant to Article 5 hereofGuarantor’s properties or assets, as applicable;
(4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any Holder, including to comply with requirements of the SEC or DTC in order to maintain the transferability of the Notes pursuant to Rule 144A or Regulation S;
(5e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6f) to substantially conform the text of this Indenture Indenture, the Notes or the Notes Note Guarantees to any provision of the “Description of Notes” section of the Company’s Offering Circular, relating Annex B to the offering Note Purchase Agreement, dated as of the Initial NotesFebruary 10, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture2015, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trusteeamong JEH LLC, Xxxxx Energy Finance Corp. and GSO Special Situations Master Fund LP, GSO Energy Market Opportunities Fund LP, MTP Energy Master Fund Ltd, MTP Energy Opportunities Fund LLC and Triangle Peak Partners II, LP;
(7g) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) h) to allow secure the Notes or the Note Guarantees pursuant to the requirements of Section 4.12 hereof;
(i) to add any additional Guarantor or to evidence the release of any Guarantor to execute a supplemental indenture and/or a from its Note Guarantee with respect to the NotesGuarantee, in each case as provided in this Indenture; or
(9j) to release any Guarantor from any evidence or provide for the acceptance of its obligations appointment under its Note Guarantee or this Indenture in accordance with the terms of this Indenturea successor Trustee. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureCompany, and upon receipt by the Trustee of the documents described in Section 7.02 and 9.06 hereof, the Trustee will join with the Company Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Jones Energy, Inc.)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors Guarantors, the Trustee and the Collateral Trustee (if applicable with respect to the Security Documents) may amend or supplement this Indenture or Indenture, the Notes or Notes, the Note Guarantees or the other Note Documents without the consent of any Holder of Notes:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Notes, the Note Guarantees or the Notes other Note Documents to any provision of the “Description of Notes” section of the Company’s Offering Circular, offering memorandum relating to the offering of the Initial Notes, to the extent that such provision in that the “Description of Notes” was intended to be a verbatim or substantially verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trusteeother Note Documents;
(76) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(7) to subordinate Liens on Collateral in accordance with the Note Documents;
(8) to confirm and evidence the release, termination or discharge of any Lien with respect to or securing the Notes or the Note Guarantees when such release, termination or discharge is provided for in accordance with this Indenture and the other Note Documents;
(9) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) Notes or release the Note Guarantees pursuant to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenture;
(10) to add any Collateral as provided in this Indenture or the other Note Documents, as applicable;
(11) with respect to the Security Documents, as provided in the Intercreditor Agreement;
(12) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents establishing Parity Liens (including to secure Parity Lien Obligations permitted to be incurred and secured under this Indenture); or
(13) to evidence and provide for the acceptance under this Indenture of a successor Trustee. In addition, without the consent of any Holder, the Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with their terms, including to add additional Indebtedness as Priority Lien Debt or Parity Lien Debt and add other parties (or any authorized agent thereof or trustee therefor) holding such Indebtedness thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral securing the other Priority Lien Debt or Parity Lien Debt, as applicable, then outstanding. Each Holder of Notes hereunder (x) consents to the amendment of any Note Document in the manner and for the purposes set forth in this Section 9.01, (y) agrees that it will be bound by and will take no actions contrary to the provisions of any amendment to any Note Document pursuant to Section 9.01 and (z) authorizes and instructs the Trustee and the Collateral Trustee (and the Trustee to direct the Collateral Trustee, if necessary) to enter into any amendment to any Note Document pursuant to this Section 9.01 on behalf of such Holder of Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureCompany, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (W&t Offshore Inc)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of NotesGuarantees:
(1) to cure any ambiguity, omission, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof;
(43) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially adversely affect the legal rights hereunder of any Holder;
(54) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(65) to conform the text of this Indenture Indenture, the Notes, or the Notes Note Guarantees to any provision of the “Description of the Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, Memorandum to the extent that such provision in that “Description of the Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees Notes, or the Notes as certified in Note Guarantees, which intent may be evidenced by an Officer’s Certificate delivered to the Trusteethat effect;
(76) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) 7) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) 8) to release make any Guarantor from other change that does not adversely affect the rights of any Holder of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this IndentureNotes. 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 receipt by the Trustee of the documents described in Section 7.02 7.02(b) hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Hecla Mining Co/De/)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the Companyconsent of any Holder, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of Notesto:
(1a) to cure any ambiguity, defect or inconsistency;
(2b) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3c) to provide for the assumption of the Company’s Issuers’ or a any Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company Issuers or such Guarantor Guarantor, as the case may be, in the case of a merger or consolidation or sale of all or substantially all of Xxxx Resorts Finance’s or such Guarantor’s assets pursuant to Article 5 or Article 11 hereof;
(4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any such Holder;
(5e) conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of the Notes” in the Issuers’ Offering Memorandum, dated as of September 12, 2019, relating to the offering of the Initial Notes, to the extent that such provision in the “Description of the Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees, which intent may be evidenced by an Officers’ Certificate to that effect;
(f) to release the Note Guarantee of a Guarantor in accordance with the terms of this Indenture;
(g) provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date;
(h) allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes;
(i) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIATrust Indenture Act, if then applicable;
(6j) to conform the text comply with requirements of this Indenture applicable Gaming Laws or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trusteeprovide for requirements imposed by applicable Gaming Authorities;
(7k) to provide for the issuance acceptance or appointment of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notessuccessor trustee; or
(9l) provide for the Notes to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenturebecome secured. Upon the request of the Company Issuers accompanied by a resolution of its Board their respective Boards of Directors 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 will shall join with the Company Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will 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.
Appears in 1 contract
Samples: Indenture (Wynn Resorts LTD)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the Companyconsent of any Holder of Notes, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of NotesGuarantees:
(1) to cure any ambiguity, mistake, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s Issuers’ or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company Issuers or such Guarantor pursuant to Article 5 or Article 10 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Notes or the Notes Note Guarantees to any provision of the “Description of Notes” section of the Company’s Issuers’ Offering CircularMemorandum dated March 2, 2010, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees Notes or the Notes as certified in Note Guarantees, which intent may be evidenced by an Officer’s Officers’ Certificate delivered to the Trusteethat effect;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;; or
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenture. Upon the request of the Company Issuers accompanied by a resolution of its Express’ Board of Directors 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 will join with the Company Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Express Parent LLC)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the Companyconsent of any Holder of Notes, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of Notesto:
(1) to cure any ambiguityambiguities, defect defect, inconsistency or inconsistencymistake;
(2) provide for the assumption of the Issuer’s or Guarantor’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or Guarantor’s assets in accordance with the requirements of Article 5 hereof or Section 10.04 hereof, as applicable;
(3) provide for uncertificated Notes in addition to or in place of certificated Notes;
Notes (3provided, that the uncertificated notes are issued in registered form for purposes of Section 163(f) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 hereofCode);
(4) add any Person as a Guarantor of the Notes or secure the Notes or the Note Guarantees;
(5) comply with the rules of any applicable Depositary;
(6) evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture;
(7) conform the text of this Indenture, the Notes or any Note Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum;
(8) make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect in any material respect the legal rights hereunder under this Indenture of any such Holder;; or
(59) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture or the Notes to any provision of the descriptions thereof set forth in the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, Memorandum to the extent that the Trustee has received an Officer’s Certificate stating that such text constitutes an unintended conflict with the corresponding provision in that such “Description of Notes.” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trustee;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenture. Upon the request of the Company Issuer accompanied by a resolution resolutions of its the Board of Directors 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 will join with the Company Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties duties, liabilities or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Tronox LTD)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 9.02, without the consent of this Indentureany Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without or the consent of any Holder of NotesEscrow Agreement:
(1a) to cure any ambiguity, defect or inconsistency;
(2b) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3c) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof;
(4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6f) to conform the text of this Indenture Indenture, the Notes, the Note Guarantees or the Notes Escrow Agreement to any provision of the “Description of the Notes” section of the Company’s Offering Circular, relating to the offering of the Initial NotesMemorandum, to the extent that such provision in that “Description of the Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees or the Notes as certified in Escrow Agreement, which intent may be evidenced by an Officer’s Officers’ Certificate delivered to the Trusteethat effect;
(7g) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;Issue Date; or
(8) h) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenture. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of NotesGuarantees:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture or Indenture, the Notes Notes, the Note Guarantees to any provision of the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial NotesMemorandum, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees or the Notes as certified in Guarantees, which intent may be evidenced by an Officer’s Certificate delivered to the Trusteethat effect;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes or to secure the Notes; or
(9) to release any Guarantor from any evidence and provide for the acceptance of its obligations under its Note Guarantee or this Indenture in accordance with the terms appointment of this Indenturea successor Trustee. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Hillman Companies Inc)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of any Holder of Notes:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s Offering CircularMemorandum dated June 8, 2007, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the TrusteeNotes;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes or release the Note Guarantees pursuant to the terms of this Indenture;
(9) to secure the Notes; or
(910) to release any Guarantor from any of its obligations evidence and provide for the acceptance under its Note Guarantee or this Indenture in accordance with the terms of this Indenturea successor trustee. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureCompany, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (W&t Offshore Inc)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of Notesto:
(1) to cure any ambiguity, omission, mistake, defect or inconsistency;
(2) provide for the assumption of the Company’s or a Guarantor’s obligations to Holders of Notes in accordance with this Indenture in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets;
(3) provide for uncertificated Notes in addition to or in place of certificated Notes;
(34) to provide for the assumption of the Company’s or add any Person as a Guarantor’s obligations to the Holders Guarantor of the Notes and or secure the Notes or the Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 hereofGuarantees;
(45) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect in any material respect the legal rights hereunder under this Indenture, the Notes or the Note Guarantees of any Holdersuch Holders;
(56) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(67) to provide for the issuance of Additional Notes in accordance with this Indenture;
(8) evidence and provide for the acceptance of appointment by a successor Xxxxxxx; or
(9) conform this Indenture, the text of this Indenture Notes or the Notes Note Guarantees to any provision of the descriptions thereof set forth in the “Description of Notes” section of the Company’s Offering CircularProspectus Supplement dated July 18, 2013, relating to the initial offering of the Initial Notes, Notes to the extent that the Trustee has received an Officers’ Certificate stating that such text constitutes an unintended conflict with the corresponding provision in that such “Description of Notes.” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trustee;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenture. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will shall join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will 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.
Appears in 1 contract
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of Notes:
(1) to cure any ambiguity, omission, mistake, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 V or Article X hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes (including the addition of collateral to secure the Notes and/or additional guarantees) or that does not adversely affect the legal rights hereunder of any such Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, Memorandum to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this the Indenture, the Note Guarantees or the Notes was intended to conform to the text of the “Description of Notes” section of the Offering Memorandum as certified in evidenced by an Officer’s Certificate delivered to the TrusteeCertificate;
(76) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) 7) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) Notes or to release any Guarantor from any of its obligations under its Note Notes Guarantee or this Indenture if such release is in accordance with the terms of this Indenture; or
(8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements of this Indenture. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will shall join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will 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.
Appears in 1 contract
Samples: Indenture (American Woodmark Corp)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of Notes:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a any Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any such Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Notes or the Notes Note Guarantees to any provision of the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, Memorandum to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees Notes or the Notes as certified in an Officer’s Certificate delivered to the TrusteeNote Guarantees;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;; or
(8) to allow any Guarantor to execute a supplemental indenture and/or a notation of Note Guarantee with respect to providing a Guarantee of the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenture. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will shall join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will 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. The consent of the Holders of the Notes shall not be necessary to approve the particular form of any proposed amendment. It shall be sufficient if such consent approves the substance of the proposed amendment.
Appears in 1 contract
Samples: Indenture (Fti Consulting Inc)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of any Holder of NotesNote:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Note Guarantees, the Security Documents or the Notes to any provision of the “Description of Indebtedness—Description of 2016 Notes” section of the Company’s Offering CircularConfidential Memorandum, dated December 16, 2009, relating to the offering exchange of the Initial Notes for outstanding 2012 Notes, to the extent that such provision in that “Description of Indebtedness—Description of 2016 Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees Guarantees, the Security Documents or the Notes as certified in an Officer’s Certificate delivered to the TrusteeNotes;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) , to add additional Guarantors or release any Guarantor Guarantors from any of its obligations under its Note Guarantee or this Indenture Guarantees, each in accordance with the terms of this Indenture; or
(9) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents or any release of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the CompanyIssuer, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Notes, the Guarantees, the Intercreditor Agreement, the Subordinated Intercompany Note Proceeds Loan, the Note Security Documents or the Notes or the Note Guarantees Registration Rights Agreement without the consent of any Holder of Notesa Note:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s obligations of Inmarsat Group Limited, the Issuer or a Guarantor’s obligations any Guarantor to the Holders of the Notes and Note Guarantees by in the case of a successor to merger, consolidation, amalgamation or other combination, or a sale of all or substantially all of the Company assets of Inmarsat Group Limited, the Issuer or such Guarantor pursuant to Article 5 hereofGuarantor;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture, the Notes, the Guarantees, the Intercreditor Agreement or the Note Security Documents of any such Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Notes, the Guarantees, the Intercreditor Agreement or the Notes Note Security Documents to any provision of the “Description of the Notes” or “Intercreditor Agreement” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, to the extent that such provision in that “Description of the Notes” or “Intercreditor Agreement” section was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees Notes, the Guarantees, the Intercreditor Agreement or the Notes as certified in an Officer’s Certificate delivered to the TrusteeNote Security Documents;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any provide for the discharge of a Guarantor to execute or a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture security in accordance with the terms of this Indenture; or
(9) to enter into an Intercreditor Agreement to (A) subordinate the Subsidiary Guarantee of any Subsidiary Guarantor to Designated Senior Debt of such Subsidiary Guarantor permitted to be incurred under this Indenture after the Issue Date on substantially equivalent terms to those on which the Subsidiary Guarantees are subordinated to Indebtedness under the Senior Credit Agreement pursuant to the Original Intercreditor Agreement (as in effect on the Issue Date), (B) to make the charge over the shares of Inmarsat Ventures Limited created pursuant to the Note Security Documents junior to the charge in favor of any holder of Designated Senior Debt of Inmarsat Investments Limited permitted to be incurred under this Indenture after the Issue Date on substantially equivalent terms (including the same remedy bars in favor of holders of such Designated Senior Debt) to those on which the share charge created pursuant to the Note Security Documents is junior to the charge over such shares in favor of the Senior Finance Parties pursuant to the Original Intercreditor Agreement (as in effect on the Issue Date), (C) to subordinate any Subordinated Intercompany Shareholder Funding Loan permitted to be incurred under this Indenture to the Notes, the Guarantees and the Subordinated Intercompany Note Proceeds Loan on substantially equivalent terms (including the same remedy bars in favor of Holders of the Notes and the Guarantees) to those on which the Subordinated Intercompany Shareholder Funding Loan is subordinated to Indebtedness under the Notes, the Guarantees and the Subordinated Intercompany Note Proceeds Loan pursuant to the Original Intercreditor Agreement (in each case, as in effect on the Issue Date) and/or (D) to subordinate any Additional Notes, Guarantees relating to Additional Notes and Note Security Documents relating to Additional Notes subject to substantially equivalent terms (including the same remedy bar in favor of holders of Designated Senior Debt) to those relating to the outstanding Notes, Guarantees and Note Security Documents pursuant to the Original Intercreditor Agreement (as in effect on the Issue Date), provided, in the case of clause (A) and (B) that any such Intercreditor Agreement provides that either (i) the final Stated Maturity of the Designated Senior Debt that benefits from the subordination of the Subsidiary Guarantees or the second-ranking share charge pursuant to such Intercreditor Agreement is prior to the final Stated Maturity of the Notes or (ii) such Intercreditor Agreement permits payments to be made to the Issuer to fund the repayment of the Notes at the Stated Maturity thereof. Upon the request of the Company Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 7.03 hereof, the Trustee will join with the Company Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by and the Company) TIA and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Inmarsat Launch CO LTD)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of any Holder of Notes, the Company, the Guarantors, and the Trustee and the Notes Collateral Agent, as applicable, may amend or supplement this Indenture, the Notes, the Note Guarantees, the Security Docu- ments, and the Bank Intercreditor Agreements and the Streaming Security Documents:
(1) to cure any ambiguity, omission, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders Hold- ers of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof;
(43) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially adversely affect the legal rights hereunder of any Holder;
(54) to comply with requirements of the SEC in order any requirement to effect or maintain the qualification of this Indenture under the TIA;
(65) to conform the text of this Indenture Indenture, the Notes, Note Guarantees, the Security Docu- ments or the Notes Intercreditor Agreements to any provision of the “Description of the Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, Memorandum to the extent that such provision in that “Description of the Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes, Note Guarantees Guarantees, the Secu- rity Documents or the Notes as certified in Intercreditor Agreements, which intent may be evidenced by an Officer’s Certificate delivered to the Trusteethat effect;
(76) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofIndenture;
(8) 7) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or;
(8) to make any other change that does not materially adversely affect the rights of any Holder of the Notes
(9) to provide for the release any Guarantor of Collateral from the Lien pursuant to this Indenture, the Secu- rity Documents and the applicable Intercreditor Agreement when permitted or required by the Security Documents, this Indenture or the applicable Intercreditor Agreement;
(10) to evidence and provide for the acceptance of appointment hereunder by a successor trus- tee or Notes Collateral Agent with respect to the Notes and to add to or change any of its obligations under its Note Guarantee or the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one trustee or Notes Collateral Agent;
(11) to mortgage, pledge, hypothecate or grant any other Lien in accordance with favor of the terms Notes Collateral Agent as additional security for the payment and performance of all or any portion of the Pari Passu Obli- gations, in any property or assets, including any which are required to be mortgaged, pledged or hypothe- cated, or in which a Lien is required to be granted to or for the benefit of the Notes Collateral Agent pursu- ant to this Indenture, any of the Security Documents or otherwise; or
(12) to enter into the Bank Intercreditor Agreement (or supplement the Bank Intercreditor Agreement if the Company incurs Bank Pari Passu Obligations and to secure any Bank Pari Passu Obliga- tions under the applicable Security Documents and to appropriately include the same in the Bank Intercred- itor Agreement and Security Documents) or Streaming Intercreditor Agreement (or supplement the Stream- ing Intercreditor Agreement if the Company incurs Streaming Pari Passu Obligations and to secure any Streaming Pari Passu Obligations under the applicable Security Documents and to appropriately include the same in the Streaming Intercreditor Agreement and applicable Security Documents) and make any amend- ment thereto that does not adversely affect the rights of any Holder in any material respect. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution ex- ecution of any such amended amendment or supplemental indenturesupplement to this Indenture, the Notes, the Note Guarantees, the Security Doc- uments or the Intercreditor Agreements, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.Section
Appears in 1 contract
Samples: Indenture
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the Companyconsent of any Holder of Notes, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of NotesGuarantees:
(1a) to cure any ambiguity, defect or inconsistency;
(2b) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3c) to provide for the assumption of the Company’s Issuers’ or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by in the case of a successor to merger or consolidation or sale of all or substantially all of the Company Issuers’ or such Guarantor pursuant to Article 5 hereofGuarantor’s properties or assets, as applicable;
(4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any Holder;
(5e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6f) to conform the text of this Indenture Indenture, the Notes or the Notes Note Guarantees to any provision of the “Description of Notes” section of the Company’s Issuers’ Offering CircularMemorandum dated July 25, 2012, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trustee;
(7g) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) h) to allow secure the Notes or the Note Guarantees pursuant to the requirements of Section 4.12 hereof;
(i) to add any additional Guarantor or to evidence the release of any Guarantor to execute a supplemental indenture and/or a from its Note Guarantee with respect to the NotesGuarantee, in each case as provided in this Indenture; or
(9j) to release any Guarantor from any evidence or provide for the acceptance of its obligations appointment under its Note Guarantee or this Indenture in accordance with the terms of this Indenturea successor Trustee. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureCompany, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee will join with the Company Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) Section 9.01 and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (QR Energy, LP)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of NotesGuarantees:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s Issuers’ or a any Guarantor’s obligations to the Holders of the Notes and Note Guarantees by in the case of a successor to merger or consolidation or sale of all or substantially all of the Company Issuer’s or such Guarantor pursuant to Article 5 hereofGuarantor’s assets;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any such Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIATrust Indenture Act;
(6) to comply with Section 4.18 hereof;
(7) to conform the text of this Indenture Indenture, the Notes or the Notes Note Guarantees to any provision of the “Description of Notes” section of the Company’s Issuers’ Offering CircularCircular dated March 15, 2010, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees Notes or the Notes as certified in Note Guarantees, which intent may be evidenced by an Officer’s Officers’ Certificate delivered to the Trusteethat effect;
(78) to evidence and provide for the acceptance of appointment by a successor trustee; provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of this Indenture;
(9) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;Indenture; or
(8) 10) to allow any Guarantor to execute a supplemental indenture and/or a and / or Note Guarantee with respect to the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenture. Upon the request of the Company Issuers accompanied by a resolution of its Holdings’ Board of Directors 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 will join with the Company Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Catalog Resources, Inc.)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the Companyconsent of any Holder, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of Notesto:
(1a) to cure any ambiguity, defect or inconsistency;
(2b) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3c) to provide for the assumption of the Company’s Issuers’ or a any Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company Issuers or such Guarantor Guarantor, as the case may be, in the case of a merger or consolidation or sale of all or substantially all of Xxxx Resorts Finance’s or such Guarantor’s assets pursuant to Article 5 or Article 11 hereof;
(4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any such Holder;
(5e) conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of the Notes” in the Issuers’ Offering Memorandum, dated as of September 10, 2024, relating to the offering of the Initial Notes, to the extent that such provision in the “Description of the Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees, which intent may be evidenced by an Officers’ Certificate to that effect;
(f) to release the Note Guarantee of a Guarantor in accordance with the terms of this Indenture;
(g) provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date;
(h) allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes;
(i) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIATrust Indenture Act, if then applicable;
(6j) to conform the text comply with requirements of this Indenture applicable Gaming Laws or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trusteeprovide for requirements imposed by applicable Gaming Authorities;
(7k) to provide for the issuance acceptance or appointment of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notessuccessor trustee; or
(9l) provide for the Notes to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenturebecome secured. Upon the request of the Company Issuers accompanied by a resolution of its Board their respective Boards of Directors 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 will shall join with the Company Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will 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.
Appears in 1 contract
Samples: Indenture (Wynn Resorts LTD)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement or the Notes or the Note Guarantees Security Documents without the consent of any Holder of Notesa Note:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by in the case of a successor to merger or consolidation or sale of all or substantially all of the Company Company’s or such Guarantor pursuant to Article 5 hereofGuarantor’s assets, as applicable;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any such Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement or the Notes Security Documents to any provision of the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, Circular to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees Guarantees, the Intercreditor Agreement or the Notes as certified in Security Documents, which intent shall be evidenced by an Officer’s Officers’ Certificate delivered to the Trusteethat effect;
(7) to add a Guarantor or to provide for the Guarantee of the Company’s Obligations under the Notes by Parent or any direct or indirect parent company of the Company;
(8) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) 9) to allow make, complete or confirm any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to grant of Collateral permitted or required by this Indenture, the NotesIntercreditor Agreement or any of the Security Documents or any release, termination or discharge of Collateral that becomes effective as set forth in this Indenture, the Intercreditor Agreement or any of the Security Documents; or
(910) to release grant any Guarantor from any Lien for the benefit of its the Holders of the Notes. In addition, the Collateral Trustee and the Trustee shall be authorized to amend the Security Documents to add additional secured parties to the extent Liens securing obligations held by such parties are permitted under its Note Guarantee or this Indenture in accordance with and that after so securing any such additional secured parties, the terms amount of this IndentureShared Lien Debt does not cause the Consolidated Shared Lien Debt Ratio to exceed 3.50 to 1.00, calculated after giving pro forma effect to such incurrence and the application of the net proceeds therefrom, as certified by the Company. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Viasystems Inc)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of any Holder of NotesNote:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 11 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s Offering CircularMemorandum dated November 7, 2005, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the TrusteeNotes;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) to release make, complete or confirm any Guarantor from grant of Collateral permitted or required by this Indenture or any of its obligations under its Note Guarantee the security documents or any release of Collateral that becomes effective as set forth in this Indenture in accordance with or any of the terms of this Indenturesecurity documents. 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 receipt by the Trustee of the documents described in Section 7.02 and Section 9.06 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Vs Direct Inc.)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes or the Note Subsidiary Guarantees without the consent of any Holder of NotesNote:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Subsidiary Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5) to comply with secure the Notes or the Subsidiary Guarantees pursuant to the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIASection 4.12 hereof;
(6) add any Guarantor to or release any Guarantor from its Subsidiary Guarantee, in each case as provided in this Indenture;
(7) to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s Offering CircularMemorandum dated June 5, 2009, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Subsidiary Guarantees or the Notes as certified in an Officer’s Certificate delivered to the TrusteeNotes;
(7) to 8) provide for the issuance of Additional Notes or a successor Trustee in respect of the Notes in accordance with the limitations set forth in provisions of this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the NotesIndenture; or
(9) to release any Guarantor from any comply with requirements of its obligations under its Note Guarantee the SEC in order to effect or maintain the qualification of this Indenture in accordance with under the terms of this IndentureTIA. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Holly Corp)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the Companyconsent of any Holder of Notes, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Collateral Documents, the Notes or the Note Guarantees without the consent of any Holder of NotesGuarantees:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s Issuers’ or a Guarantor’s obligations to the Holders holders of the Notes and Note Guarantees by in the case of a successor to merger or consolidation or sale of all or substantially all of the Company Company’s or such Guarantor pursuant to Article 5 hereofGuarantor’s assets, as applicable;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any HolderHolder in any material respect;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Notes, the Note Guarantees or the Notes Collateral Documents to any provision of the “Description of Notes” section of the Company’s Issuers’ Offering CircularMemorandum dated March 30, 2010, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees or the Notes as certified in Collateral Documents, which intent may be evidenced by an Officer’s Officers’ Certificate delivered to the Trusteethat effect;
(7) to enter into additional or supplemental Collateral Documents;
(8) to release Collateral in accordance with the terms of this Indenture and the Collateral Documents;
(9) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofof this Indenture;
(8) 10) to allow any Guarantor or additional obligor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes;
(11) to add covenants or rights for the benefit of the Holders or to surrender any right or power conferred upon the Issuers or a Guarantor;
(12) to release a Guarantor as provided in this Indenture;
(13) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes; provided, however, that (a) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes;
(14) to evidence and provide the acceptance of the appointment of a successor trustee under this Indenture;
(15) to comply with the rules of any applicable securities depositary; or
(916) to add additional assets as Collateral or to release Collateral from the Lien or any Guarantor from any of its obligations under its Note Guarantee or this Indenture Guarantee, in accordance with the terms of each case pursuant to this Indenture. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended Collateral Documents when permitted or supplemental indenture authorized or permitted required by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwisethe Collateral Documents.
Appears in 1 contract
Samples: Indenture (Great Wolf Resorts, Inc.)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of any Holder of Notes, the Company, the Trustee and the other parties thereto, as applicable, may amend or supplement any Note Documents to:
(1) to cure any ambiguity, defect mistake, defect, error or inconsistency, conform any provision to the “Description of the Notes” section of the Offering Circular, or reduce the minimum denomination of the Notes;
(2) to provide for the assumption by a successor Person of the obligations of the Company under any Note Document;
(3) provide for uncertificated Notes in addition to or in place of certificated Notes;
(34) add to the covenants or provide for a Guarantee for the assumption benefit of the Company’s Holders or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to surrender any right or power conferred upon the Company or such Guarantor pursuant to Article 5 hereofany Restricted Subsidiary;
(45) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC Holder in order to effect or maintain the qualification of this Indenture under the TIAany material respect;
(6) to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” section of make such provisions as necessary (as determined in good faith by the Company’s Offering Circular, relating to ) for the offering issuance of the Initial Additional Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trustee;
(7) provide for any Restricted Subsidiary to provide for the issuance of Additional Notes a Guarantee in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) Section 4.18 hereof to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee add Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture;
(8) evidence and provide for the acceptance and appointment under this Indenture of a successor trustee pursuant to the requirements thereof or to provide for the accession by the Trustee to any Note Document;
(9) add additional obligors under this Indenture, the Notes or the Note Guarantees;
(10) make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; or
(911) make any amendment to release any Guarantor from any the provisions of its obligations under its Note Guarantee or this Indenture in accordance with to remove the terms of this Indentureprovisions specified under Article 10 hereof. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Radio One, Inc.)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of 9.02, the Issuer, the Co-Issuer, any Guarantor (with respect to a Guarantee or this Indenture, the Company, the Guarantors ) and the Trustee may amend or supplement this Indenture and any Guarantee or the Notes or the Note Guarantees without the consent of any Holder of NotesHolder:
(1) . to cure any ambiguity, omission, mistake, defect or inconsistency, as set forth in an Officer’s Certificate provided to the Trustee;
(2) . to provide for uncertificated certificated Notes in addition to or in place of certificated uncertificated Notes;
(3) . to comply with Section 5.01;
4. to provide for the assumption of the Company’s Issuers’ or a any Guarantor’s obligations to the Holders of the Notes and Note Guarantees as required by a successor to the Company or such Guarantor pursuant to Article 5 hereofthis Indenture;
(4) 5. to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially adversely affect the legal rights hereunder under this Indenture of any such Holder;
(5) 6. to add covenants for the benefit of the Holders, to secure the Notes and the Guarantees or to surrender any right or power conferred upon the Issuer, the Co-Issuer or any Guarantor;
7. to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIATrust Indenture Act, in the event this Indenture is to be or has been qualified under the Trust Indenture Act;
(6) 8. to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee or a successor paying agent thereunder pursuant to the requirements thereof;
9. to add a Guarantor under this Indenture or to release any Guarantor or Guarantee if at the time of such release such Guarantor is not required by this Indenture to be a Guarantor;
10. to conform the text of this Indenture Indenture, Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, Memorandum to the extent that such provision in that such “Description of Notes” section was intended to be a substantially verbatim recitation of a provision of this Indenture, Guarantee or Notes;
11. to make any amendment to the Note Guarantees or provisions of this Indenture relating to the transfer and legending of Notes as certified permitted by this Indenture, including, without limitation to facilitate the issuance and administration of the Notes; provided that (i) compliance with this Indenture as so amended would not result in an Officer’s Certificate delivered Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to the Trusteetransfer Notes;
(7) 12. to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable; or
13. to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenture. Upon the request of the Company Issuers accompanied by a resolution resolutions of its Board board of Directors directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof9.05, the Trustee will shall join with the Company Issuers and the Guarantors Guarantors, as applicable, in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties duties, liabilities or immunities under this Indenture or otherwise. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor and the Trustee of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto, and delivery of an Officer’s Certificate.
Appears in 1 contract
Samples: Indenture (GoDaddy Inc.)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of NotesGuarantees:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s 's or a Guarantor’s 's obligations to the Holders of the Notes and Note Guarantees by in the case of a successor to merger or consolidation or sale of all or substantially all of the Company Company's or such Guarantor pursuant to Article 5 hereofGuarantor's assets, as applicable;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any HolderHolder or surrender any right or power conferred upon the Company;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Notes, the Note Guarantees or the Notes Security Documents to any provision of the “"Description of New Secured Notes” " section of the Company’s 's Confidential Offering CircularCircular and Consent Solicitation Statement dated June 30, 2009, relating to the initial offering of the Initial Notes, to the extent that such provision in that “"Description of New Secured Notes” " was intended (as evidenced by an Officers' Certificate) to be a verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the TrusteeSecurity Documents;
(7) to provide for the issuance of Additional Notes of the same series in accordance with the limitations set forth in this Indenture as of the date hereofIssue Date;
(8) to allow provide for the appointment of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture or to provide for a successor or replacement Collateral Trustee under the Security Documents;
(9) to make, complete, or conform any Guarantor grant of Collateral permitted or required by this Indenture or any of the Security Documents or any release, termination or discharge of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents; or
(10) to execute a supplemental indenture and/or a provide an additional Note Guarantee with respect to the Notes or to grant any Lien for the benefit of the Holders of the Notes; or
(9) . In addition, the Collateral Trustee and the Trustee may amend the Security Documents to release any Guarantor from any of its add additional secured parties to the extent Liens securing obligations held by such parties are permitted under its Note Guarantee or this Indenture in accordance and that after so securing any such additional secured parties, the amount of Priority Lien Debt does not exceed the Priority Lien Cap and the amount of Junior Lien Debt, either by itself or when taken together with all outstanding Priority Lien Debt, does not exceed the terms Secured Debt Cap. The consent of the Holders is not necessary under this IndentureIndenture to approve the particular form of any proposed amendment or supplement. It is sufficient if such consent approves the substance of the proposed amendment or supplement. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Unisys Corp)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of NotesGuarantees:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Notes or the Notes Note Guarantees to any provision of the “Description of Notes” section of the Company’s Offering CircularCircular dated July 24, 2012, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees Notes or the Notes as certified in Note Guarantees, which intent may be evidenced by an Officer’s Officers’ Certificate delivered to the Trusteethat effect;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to comply with the requirements of applicable Gaming Laws or to provide for requirements imposed by applicable Gaming Authorities; or
(9) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenture. 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 receipt by the Trustee of the documents described in Section 7.02 and Section 9.06 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of any Holder of NotesNote:
(1) to cure any ambiguity, omission, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Note Guarantees or the Notes to any provision of the “Description of Senior Subordinated Notes” section of the Company’s Offering CircularProspectus dated October •, 2004, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Senior Subordinated Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the TrusteeNotes;
(7) to provide for or confirm the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofIndenture;
(8) to comply with the provisions of the Depository or the Trustee with respect to the provisions of this Indenture and the Notes relating to transfers and exchanges of Notes or beneficial interests in the Notes; or
(9) to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) . [Notwithstanding the foregoing, no amendment may be made to release Article 10 or Section 11.02 of this Indenture that adversely affects the rights of any holder of Senior Indebtedness of the Company or any Guarantor from any then outstanding unless the holders of its obligations under its Note Guarantee such Senior Indebtedness (or this Indenture in accordance with the terms of this Indenture. their Representative) consent to such change.] 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Polaner Inc)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the Companyconsent of any Holder of Notes, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or and the Note Guarantees without the consent of any Holder of NotesGuarantees:
(1a) to cure any ambiguity, defect or inconsistency;
(2b) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3c) to provide for the assumption of the Company’s Issuers’ or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by in the case of a successor to merger or consolidation or sale of all or substantially all of the Company Issuers’ or such Guarantor pursuant to Article 5 hereofGuarantor’s properties or assets, as applicable;
(4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any Holder;
(5e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6f) to conform the text of this Indenture or the Notes Note Documents to any provision of the “Description of Notes” section of the Company’s Issuers’ Offering CircularMemorandum dated January 8, 2016, relating to the initial offering of the Initial Notes in connection with an exchange offer for the Existing Unsecured Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trustee;
(7g) to conform the text of the Note Documents or any other such documents (in recordable form) as may be necessary or advisable to preserve and confirm the relative priorities of the Priority Lien Documents and the Parity Lien Documents as such priorities are contemplated by and set forth in the Intercreditor Agreement;
(h) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofIssue Date;
(8) i) to allow add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in each case as provided in this Indenture;
(j) to execute evidence or provide for the acceptance of appointment under this Indenture of a supplemental indenture and/or a successor Trustee;
(k) to make, complete or confirm any grant of Collateral permitted or required by any of the Note Guarantee Documents;
(l) to release, discharge, terminate or subordinate Liens on Collateral in accordance with the Note Documents and to confirm and evidence any such release, discharge, termination or subordination; or
(m) with respect to the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture Documents, as provided in accordance with the terms of this IndentureIntercreditor Agreement and the Collateral Trust Agreement. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureCompany, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee will join with the Company Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) Section 9.01 and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the Companyconsent of any Holder, the Issuers, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of Notesto:
(1a) to cure any ambiguity, defect or inconsistency;
(2b) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3c) to provide for the assumption of the Company’s Issuers’ or a any Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company Issuers or such Guarantor Guarantor, as the case may be, in the case of a merger or consolidation or sale of all or substantially all of Xxxx Resorts Finance’s or such Guarantor’s assets pursuant to Article 5 or Article 11 hereof;
(4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any such Holder;
(5e) conform the text of this Indenture, the Notes or the Note Guarantees to any provision of the “Description of the Notes” in the Issuers’ Offering Memorandum, dated as of April 7, 2020, relating to the offering of the Initial Notes, to the extent that such provision in the “Description of the Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes or the Note Guarantees, which intent may be evidenced by an Officers’ Certificate to that effect;
(f) to release the Note Guarantee of a Guarantor in accordance with the terms of this Indenture;
(g) provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date;
(h) allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes;
(i) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIATrust Indenture Act, if then applicable;
(6j) to conform the text comply with requirements of this Indenture applicable Gaming Laws or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trusteeprovide for requirements imposed by applicable Gaming Authorities;
(7k) to provide for the issuance acceptance or appointment of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notessuccessor trustee; or
(9l) provide for the Notes to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenturebecome secured. Upon the request of the Company Issuers accompanied by a resolution of its Board their respective Boards of Directors 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 will shall join with the Company Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will 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.
Appears in 1 contract
Samples: Indenture (Wynn Resorts LTD)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of any Holder of NotesNote:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 11 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s Offering CircularCircular dated January 11, 2011, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the TrusteeNotes;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to comply with the provisions in Section 4.20 hereof including to reflect the release of a Note Guarantee of the Notes in accordance with this Indenture;
(9) to release a Guarantor from its obligations under its Note Guarantee or this Indenture in accordance with Section 11.06 hereof;
(10) to secure the Notes and/or the Note Guarantees;
(11) to evidence and provide for the acceptance of appointment by a successor trustee; or
(12) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(913) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance comply with the terms of this Indentureprovisions described under Section 5.01 hereof. 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 receipt by the Trustee of the other documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Dycom Industries Inc)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors Guarantors, the Trustee and the Collateral Trustee (if applicable with respect to the Security Documents) may amend or supplement this Indenture or Indenture, the Notes or Notes, the Note Guarantees or the other Note Documents without the consent of any Holder of Notes:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trustee;
(7) to provide for the issuance of Additional Notes or PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof;
(6) to release or subordinate Liens on Collateral in accordance with the Note Documents;
(7) to confirm and evidence the release, termination or discharge of any Lien with respect to or securing the Notes or the Note Guarantees when such release, termination or discharge is provided for in accordance with this Indenture and the other Note Documents;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; orNotes or release the Note Guarantees pursuant to the terms of this Indenture;
(9) to add any Collateral or to evidence the release of any Guarantor Liens, in each case as provided in this Indenture or the other Note Documents, as applicable;
(10) with respect to the Security Documents, as provided in the Intercreditor Agreement;
(11) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents establishing Parity Liens (including to secure Parity Lien Obligations permitted to be incurred and secured under this Indenture);
(12) to evidence and provide for the acceptance under this Indenture of a successor Trustee; or
(13) to modify Section 2.06 solely for the purpose of providing for the removal of the Private Placement Legend from any Note and to allow for the transfer of its obligations under its a Restricted Definitive Note Guarantee or this Indenture a beneficial interest in a Restricted Global Note to a Note that has an unrestricted CUSIP number, in each case in accordance with applicable securities laws. In addition, without the terms consent of any Holder, the Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with their terms, including to add additional Indebtedness as Priority Lien Debt, Parity Lien Debt or Junior Lien Debt and add other parties (or any authorized agent thereof or trustee therefor) holding such Indebtedness thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral securing the other Priority Lien Debt, Parity Lien Debt or Junior Lien Debt, as applicable, then outstanding. Each Holder of Notes hereunder (x) consents to the amendment of any Note Document in the manner and for the purposes set forth in this IndentureSection 9.01, (y) agrees that it will be bound by and will take no actions contrary to the provisions of any amendment to any Note Document pursuant to Section 9.01 and (z) authorizes and instructs the Trustee and the Collateral Trustee (and the Trustee to direct the Collateral Trustee, if necessary) to enter into any amendment to any Note Document pursuant to this Section 9.01 on behalf of such Holder of Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureCompany, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (W&t Offshore Inc)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of Notes:
(1) to cure any ambiguity, omission, mistake, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by in the case of a successor to merger or consolidation or sale of all or substantially all of the Company Company’s or such Guarantor pursuant to Article 5 hereofGuarantor’s assets, as applicable in each case, in accordance with the terms of this Indenture;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes (including the addition of collateral to secure the Notes and/or additional guarantees) or that that, as certified in an Officer’s Certificate delivered to the Trustee, does not adversely affect the legal rights hereunder of any such Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, Memorandum to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes was intended to conform to the text of the “Description of Notes” section of the Offering Memorandum as certified in evidenced by an Officer’s Certificate delivered to the TrusteeCertificate;
(76) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) 7) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) Notes or to release any Guarantor from any of its obligations under its Note Notes Guarantee or this Indenture if such release is in accordance with the terms of this Indenture; or
(8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements of this Indenture. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will shall join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will 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.
Appears in 1 contract
Samples: Indenture (Patrick Industries Inc)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Supplemental Indenture, the Company, the Guarantors Company and the Trustee may amend or supplement this Supplemental Indenture, the Indenture or the Notes without the consent of any Holders of the Notes for the purpose, among other things, of:
(1) curing ambiguities, omissions, mistakes, defects or inconsistencies;
(2) providing for the assumption by a successor corporation of the obligations of the Company under the Indenture or the Notes;
(3) adding guarantees with respect to the Notes;
(4) securing the Notes or confirming and evidencing the release, termination, discharging or retaking of any guarantee or Lien with respect to securing the Notes when such release, termination or discharge is provided for under the Indenture or the Notes or any applicable collateral document;
(5) adding to the Note Guarantees without covenants of the consent Company for the benefit of some or all of the Holders or surrendering any right or power conferred upon the Company;
(6) adding additional Events of Default;
(7) making any change that does not adversely affect in any material respect the rights of any Holder under the Indenture;
(8) changing or eliminating any provisions of the Indenture so long as there are no Holders entitled to the benefit of the provisions;
(9) complying with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act of 1939, as amended;
(10) conforming the provisions of the Indenture and the Notes to the “Description of Notes” section in the Offering Memorandum;
(11) supplementing any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of the Notes so long as any such action shall not adversely affect the interests of any Holder of the Notes:
(1) to cure any ambiguity, defect or inconsistency;
(212) to provide permitting the authentication and delivery of Additional Notes;
(13) providing for uncertificated Notes in addition to or in place of certificated NotesNotes subject to applicable laws;
(314) to provide for evidencing the assumption acceptance of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees appointment by a successor to the Company trustee or such Guarantor pursuant to Article 5 hereofpaying agent;
(415) to make any change that would provide any additional rights or benefits to the Holders complying with obligations under Article V of the Notes or that does not adversely affect the legal rights hereunder of any HolderBase Indenture;
(516) evidencing the release of any guarantor pursuant to comply with requirements the terms of the SEC in order to effect or maintain the qualification of this Indenture under the TIAIndenture;
(617) providing for Notes without the Private Placement Legend; or
(18) making any amendment to conform the text provisions of this the Indenture or the Notes to eliminate the effect of any provision Accounting Change or in the application thereof as described in the last paragraph of the definition of “Description of NotesGAAP.” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trustee;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenture. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureCompany, and upon receipt by the Trustee an Officer’s Certificate and an Opinion of the documents described in Counsel pursuant to Section 7.02 hereof9.06, the Trustee will shall join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Supplemental Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will shall not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Supplemental Indenture or otherwise.
Appears in 1 contract
Samples: Fifth Supplemental Indenture (Wyndham Hotels & Resorts, Inc.)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of any Holder of NotesNote:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Note Guarantees, the Security Documents or the Notes to any provision of the “Description of Indebtedness—Description of 2016 Notes” section of the Company’s Offering CircularConfidential Memorandum, dated December 16, 2009, relating to the offering exchange of the Initial Notes for outstanding 2012 Notes, to the extent that such provision in that “Description of Indebtedness—Description of 2016 Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees Guarantees, the Security Documents or the Notes as certified in an Officer’s Certificate delivered to the TrusteeNotes;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;; or
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) , to add additional Guarantors or release any Guarantor Guarantors from any of its obligations under its Note Guarantee or this Indenture Guarantees, each in accordance with the terms of this Indenture; or
(9) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents or any release of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Without Consent of Holders of Notes. (a) Notwithstanding Section 9.02 of this Indenture, the CompanyIssuer, the Guarantors Guarantors, the Trustee and the Trustee Notes Collateral Agent, as applicable, may amend or supplement this Indenture or Indenture, the Note Security Documents, the Intercreditor Agreement, the Notes or the Note Subsidiary Guarantees without the consent of any Holder of Notes:
(1) to cure any ambiguity, mistake, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated NotesNotes (provided that such uncertificated notes are issued in registered form for U.S. tax purposes);
(3) to provide for the assumption of the CompanyIssuer’s or a Guarantor’s obligations to the Holders of Notes in the Notes and Note Guarantees by case of a successor to merger or consolidation or sale of all or substantially all of the Company Issuer’s assets or such Guarantor pursuant to Article 5 hereofGuarantor;
(4) to add Collateral with respect to any or all of the Notes;
(5) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under any indenture of any such Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” section of in the Company’s Offering Circular, relating to the offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the TrusteeMemorandum;
(7) to evidence and provide for the acceptance and appointment under this Indenture of a successor trustee pursuant to the requirements thereof;
(8) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofIndenture;
(8) 9) to allow any Guarantor to execute a supplemental indenture and/or a Subsidiary Guarantee;
(10) in the case of any Note Guarantee Security Document, to include therein any legend required to be set forth therein pursuant to the Intercreditor Agreement or to modify any such legend as required by the Intercreditor Agreement;
(11) to release Collateral from the Lien securing the Notes when permitted or required by the Note Security Documents, this Indenture or the Intercreditor Agreement;
(12) to enter into any intercreditor agreement having substantially similar terms with respect to the NotesHolders as those set forth in the Intercreditor Agreement, or any joinder thereto; or
(913) with respect to release any Guarantor from any of its obligations under its the Note Guarantee Security Documents, as provided in the Intercreditor Agreement (including to add or this Indenture in accordance with the terms of this Indenture. replace Priority Secured Parties).
(b) Upon the request of the Company Issuer accompanied by a resolution resolutions of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee and the Notes Collateral Agent, as applicable, of evidence satisfactory to the Trustee and the Notes Collateral Agent, as applicable, of the consent of the Holders of Notes, and upon receipt by the Trustee and the Notes Collateral Agent, as applicable, of the documents described in Section 7.02 9.05 hereof, the Trustee and the Notes Collateral Agent, as applicable, will join with the Company Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that indenture, or amendment to the Note Security Documents or Intercreditor Agreement unless such amended or supplemental indenture, or amendment to the Note Security Documents or Intercreditor Agreement directly affects its the Trustee’s or the Notes Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee or the Notes Collateral Agent, as applicable, may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture, Note Security Documents or Intercreditor Agreement.
(c) Notwithstanding anything in this Article 9, 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 Note Security Documents, the 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 or
Appears in 1 contract
Samples: Indenture (DT Midstream, Inc.)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the Companyconsent of any Holder of Notes, the Guarantors Company and the Trustee may amend or supplement this Indenture or Indenture, the Notes or Notes, the Note Guarantees without or any Security Document, and the consent of any Holder of NotesCompany, the Trustee and the Collateral Trustee may amend or supplement the Security Documents:
(1) to cure any ambiguity, defect or inconsistencyinconsistency in this Indenture or the Notes;
(2) to comply with Sections 5.01 or Section 11.04 hereof;
(3) to comply with any requirement of the SEC in connection with the qualification of this Indenture under the TIA, in the event that the Company determines that this Indenture be so qualified;
(4) to evidence and provide for the acceptance of an appointment by a successor Trustee;
(5) to provide for uncertificated Notes in addition to or in place of certificated Notes, provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Notes are not a “registration required obligation,” within the meaning of Section 163(f)(2) of the Code (or any successor provisions);
(36) to provide for the assumption of the Company’s or a Guarantor’s obligations any Note Guarantee, to the Holders of secure the Notes or any Note Guarantee or to confirm and evidence the release, termination or discharge of any Note Guarantees Guarantee of or Lien securing the Notes or any Note Guarantee when such release, termination or discharge is permitted by a successor to the Company or such Guarantor pursuant to Article 5 hereofthis Indenture;
(47) to provide for or confirm the issuance of Additional Notes;
(8) to make any other change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially and adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(69) to conform the text of this Indenture or the Notes to any provision of to the “Description of Notes” section of the Company’s Offering CircularMemorandum, relating to the offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in by an Officer’s Certificate delivered to the TrusteeCertificate;
(710) to provide for evidence the issuance of Additional Notes in accordance any Pari Passu Obligations and secure such obligations with Liens on the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the NotesCollateral; or
(911) to release make any Guarantor from any amendment to the provisions of its obligations under its Note Guarantee or this Indenture relating to the transfer and legending of notes; provided, however, that compliance with this Indenture as so amended would not result in accordance with notes of such series being transferred in violation of the terms of this IndentureSecurities Act or any other applicable securities law. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee (and the Collateral Trustee, as the case may be) will join with the Company and the Subsidiary Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Hc2 Holdings, Inc.)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 9.02, and subject to the terms and provisions of this Indenturethe Intercreditor Agreement, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or Notes, the Note Guarantees Collateral Documents, the Intercreditor Agreement and the Subsidiary Gurantees without the consent of any Holder of Notesa Note to:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Subsidiary Guarantees by in the case of a successor to merger or consolidation or sale of all or substantially all of the Company Company’s or such Guarantor pursuant to Article 5 hereofGuarantor’s assets, as applicable;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holdersuch Holder under this Indenture, the Notes, the Subsidiary Guarantees, the Collateral Documents or the Intercreditor Agreement;
(5) provide for the issuance of Additional Notes and Exchange Notes in accordance with the provisions set forth in this Indenture;
(6) evidence and provide for the acceptance of an appointment of a successor trustee;
(7) conform the text of this Indenture, the Subsidiary Guarantees, the Notes, the Collateral Documents or the Intercreditor Agreement to any provision of the Description of the Notes in the Offering Memorandum to the extent that such provision in the Description of the Notes was intended to be a verbatim recitation of a provision of this Indenture, the Subsidiary Guarantees, the Notes, the Collateral Documents or the Intercreditor Agreement;
(8) release a Guarantor from its obligations under its Subsidiary Guarantee, the Notes or this Indenture in accordance with the applicable provisions of this Indenture;
(9) add Subsidiary Guarantees with respect to the Notes;
(10) add additional Collateral to secure the Notes;
(11) release Liens in favor of the Collateral Agent in the Collateral as provided in Section 12.07;
(12) comply with requirements of the SEC Commission in order to effect or maintain the qualification of this Indenture under the TIA;
(613) to conform comply with the text rules of this Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trusteeapplicable securities depositary;
(714) to provide, in accordance with the provisions of the Intercreditor Agreement, for the amendment or supplement of the Collateral Documents or the Intercreditor Agreement with respect to Second Priority Collateral in order to reflect conforming amendments or supplements made to the security documents evidencing the Liens securing the Credit Agreement; or
(15) to provide for the issuance accession or succession of Additional any parties to the Collateral Documents or the Intercreditor Agreement (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of a Credit Agreement or any other agreement or action that is not prohibited by this Indenture. The consent of the Holders 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. 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. In addition, without the consent of any Holder of Notes, any amendment, waiver or consent agreed to by the administrative agent under the Credit Agreement (or by the requisite lenders thereunder) in accordance with the limitations set forth in this Indenture as Intercreditor Agreement under any provision of the date hereof;
(8) to allow security documents granting the first-priority lien on any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect Second-Priority Collateral will automatically apply to the Notes; or
(9) to release any Guarantor from any comparable provisions of its obligations under its Note Guarantee or this Indenture the comparable Collateral Documents entered into in accordance connection with the terms of this IndentureNotes. Upon the request of the Company accompanied by a resolution of its 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 hereof9.06 , the Trustee will shall join with the Company and the Guarantors in the execution of any amended or supplemental indenture Indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will shall not be obligated to enter into such amended or supplemental indenture Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Unifi Inc)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of NotesNote:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder or under the Security Documents of any Holder provided that any change to conform the text of this Indenture, the Notes or the Guarantees to any provision of the “Description of the New Second Lien Notes” section of the Confidential Offering Circular will not be deemed to adversely affect the legal rights under this Indenture or the Security Documents of any Holder;
(5) to comply with secure the Notes or the Guarantees pursuant to the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;Section 4.12.
(6) to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trustee;
(7) to provide for the issuance of Additional additional Notes (including PIK Notes) in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(97) to add any additional Guarantor or to evidence the release of any Guarantor from any of its obligations under its Note Guarantee or this Indenture Guarantees in accordance with the terms of this Indenture or the Security Documents;
(8) to release a Guarantee in accordance with this Indenture;
(9) to add or release any Collateral pursuant to the terms of this Indenture or the Security Documents;
(10) to add additional secured creditors holding other second lien Obligations so long as such second lien Obligations are not prohibited by this Indenture or the Security Documents;
(11) to comply with requirements of the SEC to effect or maintain qualifications of this Indenture under the TIA; or
(12) to evidence or provide for acceptance of appointment of a successor Trustee or Collateral Agent. 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 receipt by the Trustee of the documents described in Section 7.02 7.02(b) hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of NotesGuarantees:
(1a) to cure any ambiguity, omission, mistake, defect or inconsistency;
(2b) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3c) to provide for the assumption of the an Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by in the case of a successor to merger or consolidation or disposition of all or substantially all of the Company Company’s or such Guarantor pursuant to Article 5 hereofGuarantor’s properties or assets, as applicable;
(4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any Holder, including to comply with requirements of the SEC or DTC in order to maintain the transferability of the Notes pursuant to Rule 144A or Regulation S;
(5e) at the Company’s election, to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA, if applicable;
(6f) to conform the text of this Indenture Indenture, the Notes or the Notes Note Guarantees to any provision of the “Description of Notesnotes” section of the Company’s Offering CircularMemorandum, relating to the offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified set forth in an Officer’s Certificate delivered to the TrusteeOfficers’ Certificate;
(7g) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date Issue Date;
(h) to secure the Notes or the Note Guarantees, including pursuant to the requirements of Section 4.12 hereof;
(8) i) to allow add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in each case as provided in this Indenture;
(j) add covenants of the Company and its Restricted Subsidiaries or Events of Default for the benefit of Holders or to execute a supplemental indenture and/or a Note Guarantee with respect make changes that would provide additional rights to the NotesHolders under this Indenture of any Holder or to surrender any right or power conferred upon the Company or any Guarantor; or
(9k) to release any Guarantor from any evidence or provide for the acceptance of its obligations appointment under its Note Guarantee or this Indenture in accordance with the terms of this Indenturea successor Trustee. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureCompany, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (A.W. Realty Company, LLC)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture9.02, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of any Holder of Notes:, the Issuers, the Guarantors, the Trustee and the Collateral Trustee may amend or supplement this Indenture, the Notes, the Note Guarantees or the Security Documents (subject, in the case of the Security Documents, to any further requirements in the Collateral Trust Agreement):
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Companyan Issuer’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by in the case of a successor to the Company merger or consolidation or sale of all or substantially all of such Guarantor pursuant to Article 5 hereofIssuer’s or Guarantor’s properties or assets, as applicable;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture of any such Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Notes, the relevant Security Documents or the Notes Note Guarantees to any provision of the “Description of the New Second Lien Notes” section of the Company’s Issuers’ Offering CircularMemorandum dated April 17, relating to the offering of the Initial Notes2020, to the extent that such provision in that “Description of the New Second Lien Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees Notes, the relevant Security Documents or the Notes as certified in Note Guarantees, which intent may be evidenced by an Officer’s Officers’ Certificate delivered to the Trusteethat effect;
(76) to provide for the issuance of Additional Notes and related Note Guarantees (and the grant of security for the benefit of the Additional Notes and related Note Guarantees) or PIK Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture Indenture;
(7) to add any additional Guarantor or to evidence the release of any Guarantor from its Note Guarantee, in each case as of the date hereofprovided in this Indenture;
(8) to allow any Guarantor to execute evidence or provide for the acceptance of appointment under this Indenture of a supplemental indenture and/or successor Trustee or evidence and provide for a Note Guarantee with respect to successor or replacement Collateral Trustee under the Notes; orSecurity Documents;
(9) to release make, complete or confirm any Guarantor from grant of Collateral permitted or required by this Indenture or any of its the Security Documents or any release of Collateral or discharge or termination of any Lien on Collateral that becomes effective as set forth in this Indenture or any of the Security Documents;
(10) to add additional secured parties to the extent Liens securing obligations held by such parties are permitted under this Indenture or any of the Security Documents;
(11) to mortgage, pledge, hypothecate or grant a security interest for the benefit of the Trustee and the Holders of the Notes as additional security for the payment and performance of the Issuers’ and any Guarantor’s obligations under its Note Guarantee this Indenture, in any property, or this Indenture assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee or the Collateral Trustee in accordance with the terms of this IndentureIndenture or otherwise;
(12) to provide for the succession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplementing or other modification from time to time of any agreement in accordance with the terms of this Indenture and the relevant Security Document;
(13) with respect to the Security Documents, as provided in the Collateral Trust Agreement;
(14) to make any change not adverse to the Holders of the Notes in order to facilitate entry into the ABL Documents, Priority Lien Documents or other Junior Lien Documents;
(15) in the event that any PIK Notes are issued as Definitive Notes, to make appropriate amendments to this Indenture to reflect an appropriate minimum denomination of certificated PIK Notes and establish minimum redemption amounts for certificated PIK Notes; and
(16) in the event of an issuance of MFN Debt, to increase the interest rate or provide for earlier final maturity or required payments of principal pursuant to Section 4.09(d). Upon the request of the Company Issuers accompanied by a resolution resolutions of its Board their respective Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee and the Collateral Trustee of the documents described in Section 7.02 hereof7.02, the Trustee and the Collateral Trustee will join with the Company Issuers and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Trustee will not be obligated to enter into such amended or supplemental indenture that affects its either the Trustee’s or the Collateral Trustee’s own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (CSI Compressco LP)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors Guarantors, the Trustee and the Collateral Trustee (if applicable with respect to the Security Documents) may amend or supplement this Indenture or Indenture, the Notes or Notes, the Note Guarantees or the other Note Documents without the consent of any Holder of Notes:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trustee;
(7) to provide for the issuance of Additional Notes or PIK Interest Notes or to increase the outstanding principal amount of the Notes, in each case in accordance with the limitations set forth in this Indenture as of the date hereof;
(6) to release or subordinate Liens on Collateral in accordance with the Note Documents;
(7) to confirm and evidence the release, termination or discharge of any Lien with respect to or securing the Notes or the Note Guarantees when such release, termination or discharge is provided for in accordance with this Indenture and the other Note Documents;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; orNotes or release the Note Guarantees pursuant to the terms of this Indenture;
(9) to add any Collateral or to evidence the release of any Guarantor Liens, in each case as provided in this Indenture or the other Note Documents, as applicable;
(10) with respect to the Security Documents, as provided in the Intercreditor Agreement;
(11) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents establishing Third Liens (including to secure Third Lien Obligations permitted to be incurred and secured under this Indenture);
(12) to evidence and provide for the acceptance under this Indenture of a successor Trustee; or
(13) to modify Section 2.06 solely for the purpose of providing for the removal of the Private Placement Legend from any Note and to allow for the transfer of its obligations under its a Restricted Definitive Note Guarantee or this Indenture a beneficial interest in a Restricted Global Note to a Note that has an unrestricted CUSIP number, in each case in accordance with applicable securities laws. In addition, without the terms consent of any Holder, the Intercreditor Agreement and the Collateral Trust Agreement may be amended in accordance with their terms, including to add additional Indebtedness as Priority Lien Debt, Second Lien Debt or Third Lien Debt and add other parties (or any authorized agent thereof or trustee therefor) holding such Indebtedness thereto and to establish that the Liens on any Collateral securing such Indebtedness shall rank equally with the Liens on such Collateral securing the other Priority Lien Debt, Second Lien Debt or Third Lien Debt, as applicable, then outstanding. Each Holder of Notes hereunder (x) consents to the amendment of any Note Document in the manner and for the purposes set forth in this IndentureSection 9.01, (y) agrees that it will be bound by and will take no actions contrary to the provisions of any amendment to any Note Document pursuant to Section 9.01 and (z) authorizes and instructs the Trustee and the Collateral Trustee (and the Trustee to direct the Collateral Trustee, if necessary) to enter into any amendment to any Note Document pursuant to this Section 9.01 on behalf of such Holder of Notes. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indentureCompany, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (W&t Offshore Inc)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend amend, supplement or supplement otherwise modify this Indenture or the Notes or the Note Guarantees or, subject to the Intercreditor Agreement, the Security Documents without the consent of any Holder of NotesNote:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Notes, the Note Guarantees or the Notes Security Documents to any provision of the “Description of the Notes” section of the Company’s Offering CircularCircular dated July 1, 2009, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of the Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the TrusteeSecurity Documents;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) 8) to release make, complete or confirm any Guarantor from grant of Collateral permitted or required by this Indenture or any of its obligations under its Note Guarantee the Security Documents or any release of Collateral that becomes effective as set forth in this Indenture in accordance with or any of the terms of this IndentureSecurity Documents. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of NotesGuarantees:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by in the case of a successor to merger or consolidation or sale of all or substantially all of the Company Company’s or such Guarantor pursuant to Article 5 hereofGuarantor’s assets, as applicable;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any HolderHolder in any material respect;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Notes, the Note Guarantees or the Notes Security Documents to any provision of the “Description of Notes” section of the Company’s Offering CircularMemorandum dated May 7, 2014, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees or the Notes as certified in Security Documents, which intent may be evidenced by an Officer’s Certificate delivered to the Trusteethat effect;
(6) to enter into additional or supplemental Security Documents;
(7) to release Collateral or any Guarantor in accordance with the terms of this Indenture and the Security Documents;
(8) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents or any release of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents;
(9) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;; or
(8) 10) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) Notes or to effect the release any of a Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with to the terms of this Indentureextent permitted thereby or hereby. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Forestar Group Inc.)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of any Holder of Notes:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by in the case of a successor to merger or consolidation or sale of all or substantially all of the Company Company’s or such Guarantor pursuant to Article 5 hereofGuarantor’s assets, as applicable;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture or the Notes to any provision of the “Description of Notesfloating rate notes” section and “Description of fixed rate notes” sections of the Company’s Offering CircularMemorandum dated February 18, 2005, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notesfloating rate notes” and “Description of fixed rate notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the TrusteeNotes;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) to release any Guarantor from any of its obligations add additional obligors under its Note Guarantee or this Indenture in accordance with or the terms of this IndentureNotes. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors Issuers and the Trustee may amend or supplement this Indenture or the Notes or the any Note Guarantees Guarantee without the consent of any Holder of Notesa Note:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s Issuers' obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to make, complete or confirm any grant of Collateral permitted or required by this Indenture of any of the Security Documents or any release of Collateral that becomes effective as set forth in this Indenture of any of the Security Documents;
(7) to conform the text of this Indenture Indenture, the Security Documents or the Notes to any provision of the “"Description of the Notes” " section of the Company’s Issuers' Offering CircularCircular dated April 19, 2004, relating to the offering of the Initial Notes, to the extent that such provision in that “"Description of the Notes” " was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees Security Documents or the Notes as certified in an Officer’s Certificate delivered to the TrusteeNotes;
(7) 8) to provide for the issuance of Additional additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofof this Indenture;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) to provide for additional Guarantors as set forth in Section 4.17 hereof or for the release any Guarantor from any or assumption of its obligations under its a Note Guarantee in compliance with this Indenture; and
(10) to comply with the provisions of the Depositary, Euroclear or Clearstream or the Trustee with respect to the provisions of this Indenture in accordance with or the terms Notes relating to transfers and exchanges of this IndentureNotes or beneficial interests therein. Upon the request of the Company Issuers accompanied by a resolution of its Board their Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee will join with the Company and the Guarantors Issuers in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that adversely affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Midwest Generation LLC)
Without Consent of Holders of Notes. Notwithstanding Section Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of NotesGuarantees:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article Article 5 or Article 10 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Notes or the Notes Note Guarantees to any provision of the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, Circular to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees Notes or the Notes Note Guarantees, which intent may be evidenced by an Officers’ Certificate to that effect;
(7) to evidence and provide for the acceptance and appointment of a successor trustee under this Indenture pursuant to the requirements hereof;
(8) to conform to the “Description of the Notes” in the Offering Circular, as certified set forth in an Officerofficer’s Certificate certificate delivered to the Trustee;
(79) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) 10) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) Notes and to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenture;
(11) to convey, transfer, assign, mortgage or pledge as security for the notes any property or assets in accordance with Section 4.12;
(12) to make any amendment to the provisions of this Indenture relating to the form, authentication, transfer and legending of Notes; provided, however, that:
(A) compliance with this Indenture as so amended would not result in notes being transferred in violation of the Securities Act or any other applicable securities law; and
(B) such amendment does not materially affect the rights of Holders to transfer notes; or
(13) to make any change that does not adversely affect the rights of any Holder in any material respect. 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 receipt by the Trustee of the documents described in Section Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Firstcash, Inc)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of NotesGuarantees:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture or Indenture, the Notes Notes, the Note Guarantees to any provision of the “Description of Notes” section of the Company’s Offering CircularMemorandum dated November 15, 2010, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees or the Notes as certified in Guarantees, which intent may be evidenced by an Officer’s Officers’ Certificate delivered to the Trusteethat effect;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;Issue Date; or
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenture. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors Guarantors, the Collateral Agent and the Trustee may amend or supplement this Indenture or the Notes or the Note Guarantees without the consent of any Holder of NotesNote:
(1a) to cure any ambiguity, defect or inconsistency;
(2b) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3c) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 V hereof;
(4d) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any such Holder;
(5e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6f) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes;
(g) to conform the text of this Indenture or the Notes to any provision of the “Description of Step- Up Senior Notes” section of the Company’s Offering Circular, relating exhibit to the offering of the Initial NotesDisclosure Statement, to the extent that such provision in that “Description of Step-Up Senior Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees Indenture or the Notes Notes, as certified in evidenced by an Officer’s Certificate delivered to the TrusteeOfficers’ Certificate;
(7h) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofIssue Date;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect i) provide for the issuance of Additional Notes under this Indenture to the Notes; or
(9) to release any Guarantor from any of its obligations extent otherwise so permitted under its Note Guarantee or this Indenture in accordance with the terms of this Indenture; or
(j) evidence and provide for the acceptance of appointment by a successor Trustee. Upon the written 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 receipt by the Collateral Agent and the Trustee of the documents described in Section 7.02 and Section 9.05 hereof, the Trustee will shall join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but neither the Trustee will not nor the Collateral Agent shall be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the Companyconsent of any Holder of Notes, the Issuer, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of Notesto:
(1) to cure any ambiguityambiguities, defect defect, inconsistency or inconsistencymistake;
(2) provide for the assumption of the Issuer’s or Guarantor’s obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or Guarantor’s assets in accordance with the requirements of Article 5 hereof or Section 10.04 hereof, as applicable;
(3) provide for uncertificated Notes in addition to or in place of certificated Notes;
Notes (3provided, that the uncertificated notes are issued in registered form for purposes of Section 163(f) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 hereofCode);
(4) add any Person as a Guarantor of the Notes or secure the Notes or the Note Guarantees;
(5) to comply with the rules of any applicable Depositary;
(6) evidence and provide for the acceptance of an appointment under this Indenture of a successor Trustee; provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture;
(7) conform the text of this Indenture, the Notes or any Note Guarantees to any provision of the “Description of Notes” section of the Offering Memorandum;
(8) make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect in any material respect the legal rights hereunder under this Indenture of any such Holder;; or
(59) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture or the Notes to any provision of the descriptions thereof set forth in the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, Memorandum to the extent that the Trustee has received an Officer’s Certificate stating that such text constitutes an unintended conflict with the corresponding provision in that such “Description of Notes.” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trustee;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenture. Upon the request of the Company Issuer accompanied by a resolution resolutions of its the Board of Directors 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 will join with the Company Issuer and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties duties, liabilities or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Tronox LTD)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of NotesGuarantees:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 11 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Notes, the Note Guarantees or the Notes security documents to any provision of the “Description of Notes” section of the Company’s Offering CircularMemorandum, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees or the Notes as certified in security documents, which intent may be evidenced by an Officer’s Officers’ Certificate delivered to the Trusteethat effect;
(7) to enter into additional or supplemental security documents;
(8) to release Collateral in accordance with the terms of this Indenture and the security documents;
(9) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the security documents or any release of Collateral that becomes effective as set forth in this Indenture or any of the security documents;
(10) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture Indenture, as of the date hereof;of this Indenture; or
(8) 11) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenture. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (Carmike Cinemas Inc)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of NotesGuarantees:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Notes or the Notes Note Guarantees to any provision of the “Description of Notes” section of the Company’s Offering CircularMemorandum dated February 28, 2013, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees Notes or the Notes as certified in Note Guarantees, which intent may be evidenced by an Officer’s Officers’ Certificate delivered to the Trusteethat effect;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to comply with the requirements of applicable Gaming Laws or to provide for requirements imposed by applicable Gaming Authorities; or
(9) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenture. 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 receipt by the Trustee of the documents described in Section 7.02 and Section 9.06 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of NotesGuarantees:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture or Indenture, the Notes Notes, the Note Guarantees to any provision of the “Description of Notes” section Section of the Company’s Offering CircularMemorandum dated March 3, 2011, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Note Guarantees or the Notes as certified in Guarantees, which intent may be evidenced by an Officer’s Officers’ Certificate delivered to the Trusteethat effect;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) to release any Guarantor from any of its obligations evidence and provide for acceptance and appointment under its Note Guarantee or this Indenture in accordance with of a successor trustee pursuant to the terms of this Indenturerequirements hereof. 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 receipt by the Trustee of the documents described in Section 7.02 and Section 9.06 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of NotesGuarantees:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not materially adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture enter into additional or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circular, relating to the offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trusteesupplemental Security Documents;
(7) to release Collateral in accordance with the terms of this Indenture and the Security Documents;
(8) to make, complete or confirm any grant of Collateral permitted or required by this Indenture or any of the Security Documents or any release of Collateral that becomes effective as set forth in this Indenture or any of the Security Documents;
(9) to provide for the issuance of Additional additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;; or
(8) 10) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenture. Upon the written 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 receipt by the Trustee of the documents described in Section 7.02 9.06 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Samples: Indenture (WHX Corp)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture or Indenture, the Notes or the Note Guarantees without the consent of any Holder of Notes:
(1) to cure any ambiguity, defect or inconsistencyinconsistency or make any other change that does not adversely affect the interests of the Holders;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a any Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 11 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Notes or the Notes Note Guarantees to any provision of the “Description of Notes” section of the Company’s Offering CircularCircular dated July 28, 2005, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees Notes or the Notes as certified in an Officer’s Certificate delivered to the TrusteeNote Guarantees;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;; or
(8) to allow any Guarantor to execute a supplemental indenture and/or a notation of Note Guarantee with respect to providing a Guarantee of the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenture. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise. The consent of the Holders of the Notes will not be necessary to approve the particular form of any proposed amendment. It will be sufficient if such consent approves the substance of the proposed amendment.
Appears in 1 contract
Samples: Indenture (Fti Consulting Inc)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Subsidiary Guarantees or the Notes or the Note Guarantees without the consent of any Holder of Notesa Note:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Subsidiary Guarantees by in the case of a successor to merger or consolidation or sale of all or substantially all of the Company Company’s or such Guarantor pursuant to Article 5 hereofGuarantor’s assets, as applicable;
(4) to effect the release of a Guarantor from its Subsidiary Guarantee and the termination of such Subsidiary Guarantee, all in accordance with the provisions of this Indenture governing such release and termination;
(5) to add any Subsidiary Guarantees or to secure the Notes or any Subsidiary Guarantees;
(6) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any such Holder;
(57) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) 8) to conform the text of this Indenture or the Notes to any provision of the “Description of Notes” section of the Company’s Offering CircularMemorandum dated September 24, 2003, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Subsidiary Guarantees or the Notes as certified in an Officer’s Certificate delivered to the Trustee;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture provide for a successor Trustee in accordance with the terms of this Indentureprovisions hereof. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Appears in 1 contract
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend or supplement this Indenture Indenture, the Subsidiary Guarantees or the Notes or the Note Guarantees without the consent of any Holder of Notesa Note:
(1) to cure any ambiguity, defect or inconsistencyinconsistency or make a modification of a formal, minor or technical nature;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Subsidiary Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Section 10.04 hereof, as applicable;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder of any HolderHolder of the Note;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture or the Notes to any provision of the section entitled “Description of Notesnotes” section of in the Company’s Confidential Offering CircularMemorandum dated December 13, relating 2012 with respect to the offering of the Initial Notes, to the extent that such provision in that the section entitled “Description of Notesnotes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees Indenture or the Notes as certified in evidenced by an Officer’s Officers’ Certificate delivered to the Trustee;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereof;; or
(8) to allow any Guarantor to execute a supplemental indenture and/or a Note Subsidiary Guarantee with respect to the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenture. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
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Samples: Indenture (Newmarket Corp)
Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee may amend amend, modify or supplement this Indenture or the Notes or the Note Guarantees without the consent of any Holder of NotesNote:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to the Holders of the Notes and Note Guarantees by a successor to the Company or such Guarantor pursuant to Article 5 or Article 10 hereof;
(4) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights hereunder under this Indenture, the Notes or the Note Guarantees of any Holder;
(5) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;
(6) to conform the text of this Indenture Indenture, the Note Guarantees or the Notes to any provision of the “Description of Notes” section of the Company’s Offering Circularprospectus supplement dated January 11, 2010, relating to the initial offering of the Initial Notes, to the extent that such provision in that “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Note Guarantees or the Notes as certified in Notes, which intent may be evidenced by an Officer’s Officers’ Certificate delivered to the Trusteethat effect;
(7) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the date hereofIndenture;
(8) to comply with the procedures of DTC or the Trustee with respect to the provisions of this Indenture and the Notes relating to transfers and exchanges of Notes or beneficial interests in the Notes; or
(9) to evidence the release of any Guarantor permitted to be released under the terms of this Indenture or to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes; or
(9) to release any Guarantor from any of its obligations under its Note Guarantee or this Indenture in accordance with the terms of this Indenture. 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 receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture (as determined by the Company) and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
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