Without Consent of Noteholders. Notwithstanding Section 8.02, the Issuers and Trustee may modify and amend this Indenture, the Notes or the Note Guarantees without the consent of any Holder for any of the following purposes:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of Physical Notes;
(3) to provide for the assumption of an Issuer’s or any Guarantor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of such Issuer’s or such Guarantor’s assets;
(4) to secure the Notes;
(5) to add any Guarantor or release any Guarantor from its Note Guarantee if such release is in accordance with the terms of this Indenture;
(6) to confirm and evidence the release, termination or discharge of any Guarantor and Note Guarantee when such release, termination or discharge is permitted elsewhere in this Indenture;
(7) to add to the covenants of the Issuers and the Guarantors for the benefit of the Holders of the Notes or to surrender any right or power conferred upon the Issuers and the Guarantors;
(8) to provide for or confirm the issuance of Exchange Notes and Additional Notes;
(9) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the rights under this Indenture of any Holder in any material respect; or
(10) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA.
Without Consent of Noteholders. The Company, the Subsidiary Guarantors and the Trustee may amend this Indenture or the Notes without notice to or consent of any Noteholder:
(a) to provide for amendments to the conversion rights of Holders of the Notes and the Company’s repurchase obligations in connection with a Fundamental Change or in the event of any change or reclassification of the Class A Common Stock, consolidation, amalgamation, merger or sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s property and assets;
(b) to comply with Article 5;
(c) to surrender any right or power herein conferred upon the Company;
(d) to add to the covenants of the Company for the benefit of the Noteholders (including adding one or more additional put rights in favor of the Noteholders);
(e) to cure any ambiguity or correct or supplement any inconsistent or otherwise defective provision contained in this Indenture; provided that such modification or amendment does not adversely affect the interests of the Holders of the Notes in any material respect; provided, further, that any amendment made solely to conform the provisions of this Indenture to the Description of the Notes contained in the Company’s Offering Memorandum dated March 4, 2008 will not be deemed to adversely affect the interests of the Holders of the Notes;
(f) to increase the Conversion Rate; provided that the increase will not adversely affect the interests of the Holders of the Notes;
(g) to make any changes or modifications necessary in connection with the registrations of the shares of Class A Common Stock issuable upon conversion of the Notes under the Securities Act as contemplated in each Registration Rights Agreement; provided that such change or modification does not adversely affect the interests of the Holders of the Notes in any material respect;
(h) to provide additional security under the Notes;
(i) to add additional guarantees of obligations under the Notes;
(j) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, 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 described in Section 163(f)(2)(B) of the Code; or
(k) to provide for a successor Trustee. After an amendment under this Section becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice ...
Without Consent of Noteholders. The Company and the Trustee may amend or supplement this Indenture or the Securities without the consent of any Noteholder:
(a) to cure any ambiguity, defect or inconsistency;
(b) to comply with Sections 5.13 and 7.1 hereof;
(c) to provide for uncertificated Securities in addition to certificated Securities;
(d) to make any change that does not adversely affect the rights hereunder of any Noteholder;
(e) to qualify this Indenture under the TIA or to comply with the requirements of the SEC in order to maintain the qualification of the Indenture under the TIA; or
(f) to make any change that provides any additional rights or benefits to the holders of Securities. An amendment under this Section may not make any change that adversely affects the rights under Article VI of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or any group or representative thereof authorized to give a consent) consent to such change.
Without Consent of Noteholders. Subject to Section 8.2, the Company and the Fiscal Agent may amend, supplement or modify this Agreement or the Notes without the consent of any Noteholder for the purpose of:
(i) adding to the covenants of the Company for the benefit of the Noteholders; or
(ii) surrendering any right or power conferred on the Company; or
(iii) securing the Notes; or
(iv) evidencing the succession of another entity to the Company and the assumption by any such successor of the covenants and obligations of the Company herein and in the Notes as permitted by this Agreement and the Notes; or
(v) modifying the restrictions on, and procedures for, resale and other transfers of the Notes to the extent required by any change in applicable law or regulation, or the interpretation thereof, or in the practices relating to the resale or transfer of restricted securities generally; or
(vi) accommodating the issuance, if any, of the Notes in book-entry or certificated form and matters related thereto that do not adversely affect the interests of any Noteholder in any material respect; or
(vii) curing any ambiguity or correcting or supplementing any defective provision herein or in the Notes in a manner that does not adversely affect the interests of any Noteholder in any material respect; or
(viii) effecting any amendment that the Company and the Fiscal Agent may determine is necessary or desirable and which shall not adversely affect the interests of any Noteholder in any material respect.
Without Consent of Noteholders. The Company and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Noteholder:
(a) to cure any ambiguity, defect or inconsistency in a manner not adverse to the interests of any Noteholder;
(b) to comply with Sections 5.12 and 7.1 hereof;
(c) to provide for uncertificated Notes in addition to certificated Notes;
(d) to make any change that does not adversely affect the interests hereunder of any Noteholder;
(e) to make any changes to or add to the covenants of the Company for the benefit of the holders of Notes; or
(f) to qualify this Indenture under the TIA or to comply with the requirements of the SEC in order to maintain the qualification of the Indenture under the TIA.
Without Consent of Noteholders. 48 SECTION 11.02. With Consent of Noteholders......................................................................49 SECTION 11.03. Compliance with Trust Indenture Act..............................................................50 SECTION 11.04. Revocation and Effect of Consents................................................................50 SECTION 11.05. Notation on or Exchange of Securities............................................................50 SECTION 11.06. Trustee Protected................................................................................51 ARTICLE XII
Without Consent of Noteholders. 52 Section 9.02. With Consent of Noteholders. ....................................................................53 Section 9.03.
Without Consent of Noteholders. The Company, Holdings and the Trustee may amend this Indenture or the Notes without notice to or consent of any Noteholder:
(1) to cure any ambiguity, omission, defect or inconsistency;
(2) to comply with Article 5;
(3) to provide for uncertificated Notes in addition to or in place of certificated Notes; provided, however, 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 described in Section 163(f)(2)(B) of the Code;
(4) to make any change in Article 10 or Article 12 that would limit or terminate the benefits available to any holder of Senior Indebtedness (or Representatives therefor) under Article 10 or Article 12;
(5) to add additional Guarantees with respect to the Notes or to secure the Notes;
(6) to add to the covenants of the Company for the benefit of the Noteholders or to surrender any right or power herein conferred upon the Company;
(7) to comply with any requirements of the SEC in connection with qualifying, or maintaining the qualification of, this Indenture under the TIA;
(8) to make any change that does not adversely affect the rights of any Noteholder; or
(9) to provide for the issuance of the Exchange Notes, Private Exchange Notes or Additional Notes, which shall have terms substantially identical in all material respects to the Original Notes (except that the transfer restrictions contained in the Original Notes shall be modified or eliminated, as appropriate), and which shall be treated, together with any outstanding Original Notes, as a single issue of securities. An amendment under this Section may not make any change that adversely affects the rights under Article 10 or Article 12 of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or representative thereof authorized to give a consent) consent to such change. After an amendment under this Section becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.
Without Consent of Noteholders. This Indenture may be amended by the Company, the Guarantors and the Trustee, without the consent of any Holder, to:
(1) cure any ambiguity, defect or inconsistency in this Indenture or make any other change that would provide any additional benefits or rights to the Holders or that does not adversely affect the rights of any Holder or make any other change necessary to make this Indenture consistent with the description thereof contained in the Offering Memorandum dated June 3, 2004 relating to the offering of the Notes under the heading “Description of Notes”;
(2) comply with the provisions described in Section 4.18 and Section 5.01;
(3) comply with any requirements of the SEC in connection with the qualification of this Indenture under the Trust Indenture Act;
(4) evidence and provide for the acceptance of appointment by a successor Trustee; or
(5) provide for uncertificated Notes in addition to certificated Notes.
Without Consent of Noteholders. The Issuer and the Trustee may amend, supplement or otherwise modify this Indenture or the Timber Notes or any Additional Timber Notes without notice to or consent of any Noteholder:
(1) to cure any ambiguity, omission, defect or inconsistency;
(2) to provide for uncertificated notes in addition to or in place of certificated notes; provided, however, 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 described in Section 163(f)(2)(B) of the Code;
(3) to make any change that does not adversely affect the rights of any Noteholder;
(4) to add to the covenants of the Issuer for the benefit of the Noteholders or to surrender any right or power herein conferred upon the Issuer;
(5) to comply with the TIA;
(6) to comply with the provisions of Section 4.13; or
(7) subject to the limitations set forth in Section 2.14(b), in connection with the issuance of any Additional Timber Notes. After an amendment, supplement or modification under this Section becomes effective, the Issuer shall mail to Noteholders a notice briefly describing such amendment, supplement or other modification. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment, supplement or other modification under this Section 10.1.
