Amendments to the Base Indenture Sample Clauses
The "Amendments to the Base Indenture" clause defines the process and conditions under which the original terms of the base indenture can be modified. Typically, this clause outlines who must consent to changes, such as requiring approval from a certain percentage of bondholders or the trustee, and may specify which provisions can or cannot be amended without unanimous agreement. Its core practical function is to provide a structured and transparent mechanism for updating the indenture to address changing circumstances or correct issues, while protecting the interests of all parties involved.
Amendments to the Base Indenture. The following definition in Section 1.01 of the Base Indenture is amended and restated to read as follows:
Amendments to the Base Indenture. Notwithstanding anything to the contrary in the Base Indenture, for purposes of the Notes:
(A) the second (2nd) paragraph of Section 7.7 of the Base Indenture is deemed to be amended by (x) replacing the phrase “performance of its duties” with the phrase “performance of its powers and duties”; and (y) deleting the clause “, unless and to the extent that the Company is materially prejudiced thereby”;
(B) the fourth (4th) paragraph of Section 7.7 of the Base Indenture is deemed to be amended by deleting the phrase “, except that held in trust to pay principal of and interest on particular Securities of that Series”;
(C) the reference in the fifth (5th) paragraph of Section 7.7 of the Base Indenture to Section 6.1(f) or (g) of the Base Indenture shall be deemed instead to be references to Sections 6.01(vii) or 6.01(viii) hereof;
(D) the following sentence shall be added at the end of Section 7.7 of the Base Indenture: “Notwithstanding anything herein to the contrary, a Default by the Issuer or any Guarantor under this Section 7.7 may be waived only by the Trustee.”; and
(E) the number 60 in the fourth (4th) paragraph of Section 7.8 of the Base Indenture shall be deemed to be replaced with the number 30;
(F) Section 7.8 of the Base Indenture shall be deemed to be amended by adding the following sentence immediately after the second sentence of the second paragraph thereof: “If the Trustee is no longer eligible under Section 7.10 or in the circumstances described in TIA §310(b), any Holder that satisfies the requirements of TIA §310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.”;
(G) Section 7.8 of the Base Indenture shall be deemed to be amended by replacing the first sentence of the third paragraph thereof with the following sentence: “If the Trustee has been removed by the Holders, Holders of a majority in principal amount of the Notes may appoint a successor Trustee with the consent of the Issuer. Otherwise, if the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a successor Trustee.”; and
(H) Section 9.7 of the Base Indenture shall be deemed to be amended by striking the clause “(subject to Section 7.1)”.
Amendments to the Base Indenture. (a) The following definitions are added to Section 1.01 of the Base Indenture in alphabetical order:
Amendments to the Base Indenture. (a) With respect to the Notes only (and, for the avoidance of doubt, not with respect to any other series of notes issued pursuant to the Base Indenture on or prior to the date hereof) Article 1.1 (“Definitions”) of the Base Indenture is hereby amended by deleting the definition of “Judgement Currency” and replacing it with the new defined term as follows (without any effect on the other defined terms contained therein):
Amendments to the Base Indenture. The amendments contained herein shall, unless otherwise specified, apply to the Notes only and not to any other series of Securities issued under the Base Indenture and any covenants provided herein are expressly being included solely for the benefit of the holders of the Notes. These amendments shall, unless otherwise specified, be effective for so long as any Note remains Outstanding.
Amendments to the Base Indenture. (a) The Base Indenture shall hereby be amended by deleting the following Sections or clauses of the Base Indenture and all references and definitions related thereto in their entirety, except to the extent otherwise provided below, and these Sections and clauses shall be of no further force and effect, and shall no longer apply to the Notes, and the words “[INTENTIONALLY DELETED]” shall be inserted, in each case, in place of the deleted text: Clause (e) of Section 6.01 (Event of Default)
Amendments to the Base Indenture. (a) The Holders shall not have the benefit of Article 5 of the Base Indenture and, with respect to the Securities, this Article 6 supersedes Article 5 of the Base Indenture in its entirety.
(b) The reference to Section 501(4) in the proviso to the first sentence of Section 601 of the Base Indenture is, with respect to the Securities, hereby deemed replaced by a reference to Section 6.02(f) hereof.
(c) The reference to Section 501(6) in Section 606 of the Base Indenture is, with respect to the Securities, hereby deemed replaced by a reference to Section 6.02(i) hereof insofar as Section 6.02(i) shall relate to the Company or the Guarantor.
(d) The reference to Section 501(7) in Section 606 of the Base Indenture is, with respect to the Securities, hereby deemed replaced by a reference to Section 6.02(j) hereof insofar as Section 6.02(j) shall relate to the Company or the Guarantor.
(e) Each reference in the Base Indenture to Section 502 is, with respect to the Securities, hereby deemed replaced by a reference to Section 6.03 hereof.
(f) Each reference to “Event of Default” in the Base Indenture is, with respect to the Securities, hereby deemed to be an “Event of Default” as defined in this Supplemental Indenture.
Amendments to the Base Indenture. Notwithstanding anything to the contrary in the Base Indenture, for purposes of the Notes:
(A) Section 2.13 of the Base Indenture shall be amended to read as follows: “Interest not paid when due and any interest on principal or interest not paid when due will be paid to the Persons that are Holders of record on a special record date, which will be the fifteenth (15th) day preceding the date fixed by the Issuer for the payment of such interest, whether or not such day is a Business Day. At least fifteen (15) days before a special record date, the Issuer will deliver to the Trustee and mail to each Holder of Notes a notice that states the special record date, the payment date and the amount of interest to be paid.”; and
(B) the phrase “to the effect” in Section 2.14.2 of the Base Indenture shall be deemed to be replaced with the word “stating.”
Amendments to the Base Indenture. The following amendments to the Base Indenture shall apply only to the 2029 Notes:
(a) The final paragraph to Section 3.11 (Payment of Principal, Premium and Interest) of the Base Indenture shall be replaced with the following: Payments will be subject in all cases to (i) any fiscal or other laws and regulations applicable thereto in the place of payment or to which the Issuer or any paying agent of the Issuer is subject, but without prejudice to the provisions set out in Section 9.8 of the Base Indenture, and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach thereto.
(b) Section 10.9 (Redemption for Tax Reasons) shall be replaced with the following: Unless otherwise provided pursuant to Section 3.1 of the Base Indenture, if the Issuer at any time determines that immediately prior to the giving of the notice required by Section 10.2 of the Base Indenture that a Tax Event has occurred in respect of the 2029 Notes and, in any such case, the Issuer cannot avoid the same by taking reasonable measures available to it, then the Issuer may in its sole discretion, having given notice of not more than 30 days nor less than 15 days prior to the date of redemption to the Trustee and, in accordance with Section 1.5 of the Base Indenture (which notice shall be irrevocable and shall specify the date set for redemption), redeem at any time all (but not some only) of the 2029 Notes at their Early Redemption Amount together, if applicable, with interest accrued to (but excluding) the date fixed for redemption. Upon the expiry of such notice the Issuer shall be bound to redeem the 2029 Notes accordingly. Prior to the publication of any notice of early redemption pursuant to the provisions set forth above, the Issuer shall deliver to the Trustee a certificate signed by any two authorized signatories of the Issuer confirming that the relevant requirement or circumstance giving rise to the right to redeem have been satisfied. The Trustee shall be entitled, without liability to any person, to accept such certificate without any further inquiry as sufficient evidence of the satisfaction of the relevant conditions precedent, in which event it shall be conclusive an...
Amendments to the Base Indenture. Pursuant to Section 2.02 of the Base Indenture and Section 3.01 hereof, the provisions in this Article 6 shall apply to the Notes and shall not apply to any other series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other series of Securities specifically incorporates such provisions.
(a) Section 8.03 of the Base Indenture is hereby deleted and replaced in its entirety with the following: