Common use of Amendments to the Indenture Clause in Contracts

Amendments to the Indenture. (a) The Indenture shall hereby be amended by deleting the following Sections or clauses of the 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: Clauses (5), (6) and (7) of Section 501 (Events of Default) Section 1005 (Reports) Section 1006 (Limitation on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation on Sale and Leasebacks) Section 1010 (Organizational Existence) Section 1012 (Change of Control and Ratings Decline) (b) Section 801 of the Indenture (Merger or Transfer of Assets Only on Certain Terms) is hereby deleted and replaced in its entirety by the following: “The Company shall not consolidate or merge with or into another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations of the Company pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, under the Notes and this Indenture.” (c) The failure to comply with the terms of any of the Sections or Clauses of the Indenture set forth in clause (a) and (b) above shall no longer constitute a Default or Event of Default under the Indenture with respect to the Notes and shall no longer have any consequence under the Indenture. (d) For the avoidance of doubt, Clauses (5), (6) and (7) of Section 501 (Events of Default) of the Indenture shall no longer apply to the Notes and the occurrence of the events described in Sections 501(5), (6) and (7) of the Indenture shall no longer constitute an Event of Default with respect to the Notes.

Appears in 2 contracts

Sources: Eighth Supplemental Indenture (At&t Inc.), Eighth Supplemental Indenture (At&t Inc.)

Amendments to the Indenture. (a) The Indenture shall is hereby be amended as follows: (i) Sections 703, 1004(b), 1005, 1008, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1016 and 1017 are hereby amended by deleting the following all such Sections or clauses of the Indenture in their entirety and all references thereto contained elsewhere in the Indenture in their entirety; (ii) Clause (2) of Section 801 is hereby amended by deleting such clause in its entirety and definitions related all references thereto contained elsewhere in the Indenture in their entirety, except and all references to Section 801 in the extent otherwise provided belowIndenture shall mean Section 801 as amended hereby; (iii) Section 501 is hereby amended by deleting clauses (3), (4), (5) and (8) thereof in their entirety, and these Sections and clauses shall be of no further force and effectall references thereto contained elsewhere in the Indenture in their entirety, and shall no longer apply by deleting the references to Restricted Subsidiary of the Notes, and the words Company that is [INTENTIONALLY DELETED]Significant Subsidiaryshall be inserted, set forth in each case, in place of the deleted text: Clauses (5), clauses (6) and (7) thereof, and all references to Section 501 in the Indenture shall mean Section 501 as amended hereby; (iv) The second sentence of Section 501 (Events of Default) Section 1005 (Reports) Section 1006 (Limitation on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation on Sale and Leasebacks) Section 1010 (Organizational Existence) Section 1012 (Change of Control and Ratings Decline) (b) Section 801 of the Indenture (Merger or Transfer of Assets Only on Certain Terms) is hereby 1102 shall be deleted and replaced in its entirety by and replaced with the followingfollowing text: “The Company shall give notice of redemption, which notice shall include all information referenced in Section 1104(1) through (8), to the Paying Agent and Trustee at least three Business Days but not consolidate or merge with or into another Person more than 60 days before the Redemption Date (unless the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations of the Company pursuant to a supplemental indenture in form reasonably shorter notice shall be satisfactory to the Trustee), under together with an Officers’ Certificate stating that such redemption will comply with the Notes and this Indentureconditions contained herein.” (cv) The failure to comply first sentence of Section 1104 shall be deleted in its entirety and replaced with the terms following text: “In the case of any an optional redemption pursuant to the provisions of Paragraphs 6 and 7 of the Sections or Clauses Notes, at least three Business Days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first class mail, postage prepaid, to each Holder whose Notes are to be redeemed at its registered address.” (vi) All definitions set forth in Section 101 of the Indenture set forth that relate to defined terms used solely in clause (a) and (b) above shall no longer constitute a Default or Event of Default under the sections deleted by this Supplemental Indenture with respect to the Notes and shall no longer have any consequence under the Indentureare hereby deleted in their entirety. (d) For the avoidance of doubt, Clauses (5), (6) and (7) of Section 501 (Events of Default) of the Indenture shall no longer apply to the Notes and the occurrence of the events described in Sections 501(5), (6) and (7) of the Indenture shall no longer constitute an Event of Default with respect to the Notes.

Appears in 2 contracts

Sources: Supplemental Indenture (B/E Aerospace Inc), Supplemental Indenture (B/E Aerospace Inc)

Amendments to the Indenture. (a) The Indenture shall hereby be amended by deleting the following Sections or clauses of the 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: Clauses (5), (6) and (7) of Section 501 (Events of Default) Section 1005 and Section 2.13(h) of the Second Supplemental Indenture (Reports) Section 1006 (Limitation on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation on Sale and Leasebacks) Section 1010 (Organizational Existence) Section 1012 2.8(b) of the First Supplemental Indenture and Second Supplemental Indenture (Change Rights of Control Holders to Require Repurchase of Notes) (relating to change of control and Ratings Declineratings decline) (b) Section 801 of the Indenture (Merger or Transfer of Assets Only on Certain Terms) is hereby deleted and replaced in its entirety by the following: “The Company shall not consolidate or merge with or into another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations of the Company pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, under the Notes and this Indenture.” (c) The failure to comply with the terms of any of the Sections or Clauses of the Indenture set forth in clause (a) and (b) above shall no longer constitute a Default or Event of Default under the Indenture with respect to the Notes and shall no longer have any consequence under the Indenture. (d) For the avoidance of doubt, Clauses (5), (6) and (7) of Section 501 (Events of Default) of the Indenture shall no longer apply to the Notes and the occurrence of the events described in Sections 501(5), (6) and (7) of the Indenture shall no longer constitute an Event of Default with respect to the Notes.

Appears in 2 contracts

Sources: Supplemental Indenture (At&t Inc.), Sixth Supplemental Indenture (At&t Inc.)

Amendments to the Indenture. Effective at the time of payment or deposit with DTC (athe “Payment Date”) of an amount of money sufficient to pay for all Notes validly tendered and accepted pursuant to the Tender Offer and Solicitation (or at least a majority of outstanding Notes if payment is being made pursuant to any early settlement under the Tender Offer and Solicitation) and to make all consent payments required under the Tender Offer and Solicitation: (i) The Indenture shall is hereby be amended by deleting the following Sections or clauses of the Indenture and all references and definitions related thereto to delete in their entiretyentirety Section 3.09 (Offer to Purchase by Application of Excess Proceeds ), except Section 4.05 (Taxes), Section 4.06 (Stay, Extension and Usury Laws), Section 4.07 (Restricted Payments), Section 4.08 (Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries), Section 4.09 (Incurrence of Indebtedness and Issuance of Disqualified and Preferred Stock), Section 4.10 (Asset Sales), Section 4.11 (Transactions With Affiliates), Section 4.12 (Liens), Section 4.13 (Business Activities), Section 4.15 (Offer to the extent otherwise provided belowPurchase Upon Change of Control), Section 4.16 (Additional Guarantees), Section 4.17 (Payment for Consents), Section 4.18 (Sale and these Sections Leaseback Transactions), Section 4.19 (Designation of Restricted and Unrestricted Subsidiaries), Section 4.20 (Certain Covenants to be Suspended after a Change of Control), clauses (iii) and (iv) of Section 5.01 (which impose certain limitations on mergers, consolidations and other transactions) 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: Clauses (5d), (6f) and (7g) of Section 501 6.01 (which provide for certain Events of Default) Section 1005 (Reports) Section 1006 (Limitation on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation on Sale and Leasebacks) Section 1010 (Organizational Existence) Section 1012 (Change of Control and Ratings Decline); and (bii) Section 801 of The Notes are hereby deemed to be amended to delete all provisions inconsistent with the amendments to the Indenture (Merger or Transfer of Assets Only on Certain Terms) is hereby deleted and replaced in its entirety effected by the following: “The Company shall not consolidate or merge with or into another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations of the Company pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, under the Notes and this Indenture.” (c) The failure to comply with the terms of any of the Sections or Clauses of the Indenture set forth in clause (a) and (b) above shall no longer constitute a Default or Event of Default under the Indenture with respect to the Notes and shall no longer have any consequence under the Sixth Supplemental Indenture. (diii) For All definitions set forth in Section 1.01 of the avoidance of doubt, Clauses Indenture that relate to defined terms used solely in sections deleted by this Supplemental Indenture are hereby deleted in their entirety; and (5), (6iv) All references to Sections 5.01 and (7) of Section 501 (Events of Default) 6.01 of the Indenture shall no longer apply to the Notes mean Sections 5.01 and the occurrence of the events described in Sections 501(5), (6) and (7) of the Indenture shall no longer constitute an Event of Default with respect to the Notes6.01 as amended by this Sixth Supplemental Indenture.

Appears in 1 contract

Sources: Sixth Supplemental Indenture (Ball Corp)

Amendments to the Indenture. (a) The Indenture shall is hereby be amended by deleting the following Sections or clauses of the 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: Clauses (5), (6) and (7) of Section 501 (601, “Events of Default”; Clauses (3) and (4) of Section 1005 (901, “Company May Consolidate, Etc., Only on Certain Terms”; Except to the extent required by Section 314(a) of the TIA, Section 1106, “Reports) ”; Section 1006 (1107, “Taxes”; Section 1111, “Incurrence of Indebtedness and Issuance of Preferred Stock”; Section 1112, “Restricted Payments”; Section 1113, “Limitation on Liens) ”; Section 1007 (Additional 1114, “Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”; Section 1115, “Asset Sales”; Section 1116, “Transactions with Affiliates”; Section 1117, “Subsidiary Guarantees) ”; Section 1008 (Limitation 1118, “Designation of Restricted and Unrestricted Subsidiaries” and Section 1606, “Subsidiary Guarantors May Consolidate, etc., on Sale and Leasebacks) Section 1010 (Organizational Existence) Section 1012 (Change of Control and Ratings Decline)Certain Terms.” (b) The first paragraph of Section 801 1205, “Notice of the Indenture (Merger or Transfer of Assets Only on Certain Terms) Redemption” is hereby deleted amended and replaced restated in its entirety by to read as follows: Subject to the following: “The final paragraph of this Section 1205, not less than three Business Days more than 60 days before a Redemption Date, the Company shall not consolidate mail or merge cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address; provided, however, that (notwithstanding the foregoing) notices of redemption may be mailed more than 60 days prior to a Redemption Date if such notice is issued in connection with a Defeasance or into another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations Covenant Defeasance of the Company pursuant to a supplemental indenture in form reasonably satisfactory to Notes or the Trustee, under the Notes satisfaction and discharge of this Indenture.” (c) The failure to comply with the terms of any of the Sections or Clauses of the Indenture set forth in clause (a) and (b) above shall no longer constitute a Default or Event of Default under the Indenture with respect to the Notes and shall no longer have any consequence under the Indenture. (d) For the avoidance of doubt, Clauses (5), (6) and (7) of Section 501 (Events of Default) of the Indenture shall no longer apply to the Notes and the occurrence of the events described in Sections 501(5), (6) and (7) of the Indenture shall no longer constitute an Event of Default with respect to the Notes.

Appears in 1 contract

Sources: Ninth Supplemental Indenture (Oasis Petroleum Inc.)

Amendments to the Indenture. (a) The Indenture shall hereby be amended by deleting the following Sections or clauses provisions of the Indenture and all references and definitions related thereto in the Indenture will be deleted in their entirety, except to entirety and the extent otherwise provided below, and these Sections and clauses Company shall be released from its obligations under the following provisions of no further force and effect, and shall no longer apply the Indenture with respect to the Notes, provided that the section numbers will remain and the words word “[INTENTIONALLY DELETEDreserved]” shall be inserted, in each case, in place replace the title thereto: • Reports (Section 4.03) • Incurrence of the deleted text: Clauses Non-Guarantor Indebtedness and Issuance of Non-Guarantor Preferred Stock (5), (6Section 4.07) and (7) of Section 501 (Events of Default) Section 1005 (Reports) Section 1006 (Limitation on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation on Sale and LeasebacksLeaseback Transactions (Section 4.08) • Liens (Section 1010 (Organizational Existence4.10) Section 1012 (• Offer to Repurchase Upon Change of Control and Ratings Decline) Triggering Event (bSection 4.11) • Corporate Existence (Section 801 4.12) • Additional Guarantors (Section 4.13) • Clause (a) of the Indenture (Merger Merger, Consolidation, or Transfer Sale of Assets Only on Certain Terms(Section 5.01) is hereby deleted and replaced in its entirety by the following: “The Company shall not consolidate or merge with or into another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations of the Company pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, under the Notes and this Indenture.” (c) The failure Failure to comply with the terms of any of the Sections or Clauses foregoing provisions of the Indenture set forth in clause (a) and (b) above shall no longer constitute a Default or an Event of Default under the Indenture and shall no longer have any other consequence under the Indenture with respect to the Notes and shall no longer have any consequence under the IndentureNotes. (db) For the avoidance of doubt, Clauses Clause (5), (6) and (7c) of Section 501 6.01 (Events of Default) of the Indenture shall no longer apply to be amended by deleting “the Notes and the occurrence of the events described in Sections 501(5Issuer or”. (c) Clauses (d), (6e), (f), (h), (i) and (7j) of Section 6.01 (Events of Default) of the Indenture shall no longer constitute an Event of Default be deleted in their entirety with respect to the Notes, including all references thereto, provided that the section numbers will remain and the word “[reserved]” shall replace the title thereto. (d) All definitions set forth in the Indenture that relate to defined terms used solely in provisions deleted hereby, and any definitions used exclusively within such definitions, shall be deleted in their entirety from the Indenture and the Notes, including all references thereto.

Appears in 1 contract

Sources: Second Supplemental Indenture (Delphi Technologies PLC)

Amendments to the Indenture. Effective as of the execution and delivery of this Amendment by all parties hereto, the Indenture shall be amended as follows: (a) The Indenture shall hereby be amended by deleting the following Sections or clauses Section 13.02 of the Indenture and all references and definitions related thereto in their entirety, except is hereby amended by inserting the following new subsection 13.02(aa) immediately after subsection 13.02(a): (aa) On or prior to the extent otherwise provided belowfirst Payment Date immediately succeeding the first date on which a Cumulative Net Loss Percentage shall have exceeded the Cumulative Net Loss Threshold (as hereinafter defined) (the “Effective Payment Date”), the Issuer shall cause the Servicer to establish and these Sections maintain with the Trustee a segregated trust account (the “Special Reserve Account”) for the deposit, retention and clauses application of amounts required to be maintained and applied therein pursuant to this Indenture. The Special Reserve Account shall be of no further force and effectconstitute a Trust Account pursuant to, and shall no longer apply to be governed by, the Notes, and the words provisions of this Indenture. A [INTENTIONALLY DELETED]Cumulative Net Loss Threshold” shall be inserted, in each case, in place of constitute the deleted text: Clauses (5), (6) and (7) of Section 501 (Events of Default) Section 1005 (Reports) Section 1006 (Limitation on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation on Sale and Leasebacks) Section 1010 (Organizational Existence) Section 1012 (Change of Control and Ratings Decline)following: (b) The final sentence of Section 801 13.02(e) of the Indenture (Merger or Transfer of Assets Only on Certain Terms) is hereby deleted amended by inserting “, the Special Reserve Account” between “Collection Account” and replaced in its entirety by the following: The Company shall not consolidate or merge with or into another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations of the Company pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, under the Notes and this Indenturethe”. (c) The failure to comply with the terms of any of the Sections or Clauses Section 13.03(a) of the Indenture set forth is deleted in clause its entirety and the following is substituted in lieu thereof: (a) and Except as otherwise expressly provided herein, all amounts received by the Issuer other than (bi) above shall no longer constitute a Default or Event proceeds of Default under the Indenture with respect sale of the Notes to the Notes Initial Purchaser, (ii) the Initial Reserve Deposit deposited in the Reserve Account or any deposits to the Special Reserve Account, (iii) amounts deposited in the Servicer Transition Account or (iv) amounts erroneously credited to the Issuer for which the Control Party has provided its prior consent to the application thereof, shall be deposited in the Collection Account until applied, together with funds from the Reserve Account, the Special Reserve Account and shall no longer have any consequence under the IndentureServicer Transition Account in accordance with this Section 13.03. (d) For the avoidance of doubt, Clauses (5), (6Section 13.03(c)((i) and (7) of Section 501 (Events of Default13.03(c)(ii) of the Indenture shall no longer apply to the Notes are deleted in their entirety and the occurrence of the events described following is substituted in Sections 501(5), (6) and (7) of the Indenture shall no longer constitute an Event of Default with respect to the Notes.lieu thereof:

Appears in 1 contract

Sources: Indenture (LEAF Equipment Finance Fund 4, L.P.)

Amendments to the Indenture. Effective upon the Effective Date: (ai) The Indenture shall is hereby be amended by deleting the following Sections or clauses to delete, Section 3.09 (Purchase of Securities at Option of the Holder upon Repurchase Change in Control), Section 3.10 (Effect of Purchase Notice or Repurchase Change in Control Purchase Notice) (in part as to Repurchase Change in Control Purchase Notice), Section 3.11 (Deposit of Purchase Price or Repurchase Change in Control Purchase Price) (in part as to Repurchase Change in Control Purchase Price), Section 3.12 (Securities Purchased in Part), Section 3.13 (Covenant to Comply with Securities Laws upon Purchase of Securities) (in part as to Section 3.09), Section 3.14 (Repayment to the Company) (in part as to Repurchase Change in Control Purchase Price) and Section 4.05 (Maintenance of Office or Agency); (ii) The Indenture is hereby amended to delete Section 4.02 (SEC and all references other Reports), Section 4.03 (Compliance Certificate) and definitions related thereto Section 4.06 (Delivery of Certain Information) in their entirety, except to the extent otherwise provided below, entirety 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: Clauses (5), (6) and (7) of Section 501 (Events of Default) Section 1005 (Reports) Section 1006 (Limitation on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation on Sale and Leasebacks) Section 1010 (Organizational Existence) Section 1012 (Change of Control and Ratings Decline) (b) Section 801 of the Indenture (Merger or Transfer of Assets Only on Certain Terms) is such sections are hereby deleted and replaced in its entirety by with the following: “The Company shall not consolidate or merge comply with or into another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations Section 314 of the Company pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, under the Notes and this IndentureTIA.”; (ciii) The failure to comply with the terms of any of the foregoing Sections or Clauses of the Indenture set forth in clause (a) and (b) above shall no longer constitute a Default or an Event of Default under the Indenture with respect to the Notes and shall no longer have any other consequence under the Indenture.; (div) For the avoidance of doubt, Clauses The Indenture is hereby amended to delete clauses (5c), (6d), (e), (g), (h) and (7i) of Section 501 (Events of Default) of 6.01 in their entirety and all references thereto contained in Section 6.01 and elsewhere in the Indenture shall no longer apply to the Notes in their entirety, and the occurrence of the events described in Sections 501(5clauses (c), (6d), (e), (g), (h) and (7i) of Section 6.01 shall no longer constitute Events of Default; (v) All definitions set forth in Sections 1.01 and 1.02 of the Indenture that relate to defined terms used solely in sections deleted by this Supplemental Indenture are hereby deleted in their entirety; (vi) All references to Section 6.01 of the Indenture shall no longer constitute an Event of Default with respect to the Notesmean Section 6.01 as amended by this Supplemental Indenture.

Appears in 1 contract

Sources: Supplemental Indenture (Yrc Worldwide Inc)

Amendments to the Indenture. Effective at the time of payment or deposit with DTC (athe “Payment Date”) of an amount of money sufficient to pay for all Notes validly tendered and accepted pursuant to the Tender Offer and Solicitation and to make all consent payments required under the Tender Offer and Solicitation: (i) The Indenture shall is hereby be amended by deleting the following Sections or clauses to delete Section 4.03 (Reports), Section 4.05 (Taxes), Section 4.06 (Stay, Extension and Usury Laws), Section 4.07 (Restricted Payments), Section 4.08 (Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries), Section 4.09 (Incurrence of the Indenture Indebtedness and Issuance of Preferred Stock), Section 4.10 (Asset Sales), Section 4.11 (Transactions with Affiliates), Section 4.12 (Liens), Section 4.13 (Corporate Existence), Section 4.14 (Offer to Repurchase Upon Change of Control), Section 4.15 (Limitation on Senior Subordinated Debt), Section 4.16 (Limitation on Issuances of Guarantees of Indebtedness), Section 4.17 (Additional Note Guarantees), Section 4.18 (Business Activities) and Section 4.19 (Designation of Restricted and Unrestricted Subsidiaries) in their entirety and all references and definitions related thereto contained elsewhere in the Indenture in their entirety, except ; (ii) The Indenture is hereby amended to the extent otherwise provided below, and these Sections and delete 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: Clauses (5), (63) and (74) of Section 501 (Events of Default) 5.01 in their entirety and all references thereto contained in Section 1005 (Reports) Section 1006 (Limitation on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation on Sale 5.01 and Leasebacks) Section 1010 (Organizational Existence) Section 1012 (Change of Control and Ratings Decline)elsewhere in the Indenture in their entirety; (b) Section 801 of the Indenture (Merger or Transfer of Assets Only on Certain Terms) is hereby deleted and replaced in its entirety by the following: “The Company shall not consolidate or merge with or into another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations of the Company pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, under the Notes and this Indenture.” (ciii) The failure to comply with the terms of any of the Sections or Clauses of the Indenture set forth in clause clauses (ai) and (bii) above shall no longer constitute a Default or an Event of Default under the Indenture with respect to the Notes and shall no longer have any other consequence under the Indenture.; (iv) The Indenture is hereby amended to delete clauses (d) For the avoidance of doubt, Clauses (5), (6e), (f) and (7g) of Section 501 (Events of Default) of 6.01 in their entirety and all references thereto contained in Section 6.01 and elsewhere in the Indenture shall no longer apply to the Notes in their entirety, and the occurrence of the events described in Sections 501(5clauses (d), (6e), (f) and (7g) of the Indenture Section 6.01 shall no longer constitute an Event Events of Default with respect to Default; (v) Clause (c) of Section 6.01 is hereby deleted and replaced in its entirety by the Notes.following:

Appears in 1 contract

Sources: Supplemental Indenture (National Mentor Holdings, Inc.)

Amendments to the Indenture. (ai) The Indenture shall is hereby be amended by deleting the following Sections or clauses to delete Section 3.02 (Repurchase of the 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 Notes upon a Change 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: Clauses (5Control), Section 4.02 (6) Existence), Section 4.03 (Payment of Taxes and other Claims), Section 4.04 (7) Maintenance of Properties and Insurance), Section 501 4.05 (Events of Default) Limitation on Subsidiary Debt), Section 1005 4.06 (Reports) Limitation on Restricted Payments), Section 1006 4.07 (Limitation on Liens), Section 4.08 (Financial Reports), Section 4.09 (Debt/Tangible Equity Ratio) and clauses (iii)(2), (3) and (4) of Section 1007 5.02(a) (Additional Subsidiary GuaranteesConsolidation, Merger or Sale of Assets) Section 1008 (Limitation on Sale in their entirety and Leasebacks) Section 1010 (Organizational Existence) Section 1012 (Change of Control and Ratings Decline)all references thereto contained in the Indenture in their entirety; (b) Section 801 of the Indenture (Merger or Transfer of Assets Only on Certain Terms) is hereby deleted and replaced in its entirety by the following: “The Company shall not consolidate or merge with or into another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations of the Company pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, under the Notes and this Indenture.” (cii) The failure to comply with the terms of any of the Sections or Clauses of the Indenture set forth in clause (a) and (bi) above shall no longer constitute a Default or an Event of Default under the Indenture with respect to the Notes and shall no longer have any other consequence under the Indenture.Indenture with respect to the Notes; (diii) For the avoidance of doubt, Clauses The Indenture is hereby amended to delete clauses (5), (6iii) and (7iv) of Section 501 6.02(a) (Events of Default) in their entirety and, solely with respect to the Material Subsidiaries, clauses (v) and (vi) of Section 6.02(a) (Events of Default) in their entirety and all references thereto contained in Section 6.02(a) and elsewhere in the Indenture shall no longer apply to the Notes in their entirety, and the occurrence of the events described in Sections 501(5), clauses (6iii) and (7iv) of Section 6.02(a) and, solely with respect to the Indenture Material Subsidiaries, clauses (v) and (vi) of Section 6.02(a) shall no longer constitute an Event Events of Default with respect to the Notes and shall no longer have any other consequences under the Indenture with respect to the Notes; (iv) All definitions set forth in Section 101 of the Base Indenture and Section 1.02 of the Second Supplemental Indenture that relate to defined terms used solely in the Sections deleted pursuant to the terms of this Fourth Supplemental Indenture are no longer applicable to the Notes; and (v) All references to Sections of the Indenture amended by this Fourth Supplemental Indenture shall be to such Sections as amended by this Fourth Supplemental Indenture.

Appears in 1 contract

Sources: Fourth Supplemental Indenture (PHH Corp)

Amendments to the Indenture. (a) The Indenture shall is hereby be amended as follows: (i) Section 1102 is hereby amended by deleting the following Sections or clauses of the 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: Clauses (5), (6) and (7) of Section 501 (Events of Default) Section 1005 (Reports) Section 1006 (Limitation on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation on Sale and Leasebacks) Section 1010 (Organizational Existence) Section 1012 (Change of Control and Ratings Decline) (b) Section 801 of the Indenture (Merger or Transfer of Assets Only on Certain Terms) is hereby deleted and replaced second sentence in its entirety by and replacing such second sentence with the following: “The Company shall not consolidate or merge with or into another Person unless In case of any redemption at the Person formed by or surviving any such consolidation or merger (if other than election of the Company) assumes all , the obligations Company shall, at least five days prior to the Redemption Date fixed by the Company, notify the Trustee of such Redemption Date and of the Company principal amount of Securities of such series to be redeemed and shall deliver to the Trustee such documentation and records as shall enable the Trustee to select the Securities to be redeemed pursuant to a supplemental indenture Section 1103; provided that any securities of such series to be redeemed held in global form reasonably satisfactory to shall be selected in accordance with the Trustee, under procedures of the Notes and this IndentureDepositary.” (cii) The failure to comply Section 1104 is hereby amended by deleting the first sentence in its entirety and replacing such first sentence with the terms following: “Except as otherwise specified as contemplated by Section 301 for Securities of any series, notice of redemption shall be given in the Sections or Clauses manner provided in Section 106 not less than five days nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed.” (iii) Section 1006 is hereby amended by deleting such Section in its entirety and replacing it with the Indenture set forth following: “INTENTIONALLY OMITTED.”; (iv) Section 1007 is hereby amended by deleting such Section in clause its entirety and replacing it with the following: “INTENTIONALLY OMITTED.”; (av) Section 801 is hereby amended by deleting such Section in its entirety and replacing it with the following: “INTENTIONALLY OMITTED.”; (vi) Section 501 is hereby amended by deleting clauses (4) and (b6) above shall no longer constitute a Default or Event of Default under the Indenture with respect to the Notes in their entirety and shall no longer have any consequence under the Indenture. replacing such clauses (d4) For the avoidance of doubt, Clauses (5), and (6) and (7) of Section 501 (Events of Default) of with the Indenture shall no longer apply to the Notes and the occurrence of the events described in Sections 501(5), (6) and (7) of the Indenture shall no longer constitute an Event of Default with respect to the Notesfollowing: “INTENTIONALLY OMITTED.”;

Appears in 1 contract

Sources: First Supplemental Indenture (American Axle & Manufacturing Holdings Inc)

Amendments to the Indenture. (a) The Indenture shall is hereby be amended by deleting each of the following sections, or subsections, as the case may be, in its entirety and, in the case of each such section or subsection so deleted, inserting in lieu thereof the phrase “[Intentionally Omitted]”: (i) Section 4.04 (Maintenance of Corporate Existence); (ii) Section 4.05 (Payment of Taxes and Claims); (iii) Section 4.07 (Reporting Requirements); (iv) Section 4.08 (Available Information); (v) Section 4.09 (Limitations on the Issuer); (vi) Section 4.10 (Limitations on Transactions with Affiliates); (vii) Section 4.11 (Limitations on Dividend Payments); (viii) Section 4.12 (Repurchase of Notes upon a Change of Control); (ix) subsection (iii) of Section 5.01 (Limitation on Consolidation, Merger or Transfer of Assets); and (x) Sections 6.01(c), (d), (e), (f), (g), (h) and (j) (Events of Default). (b) The Indenture is hereby amended by deleting the following Sections or clauses of the 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: Clauses within subsection (5), (6) and (7i) of Section 501 (Events of Default) Section 1005 (Reports) Section 1006 5.01 (Limitation on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation on Sale and Leasebacks) Section 1010 (Organizational Existence) Section 1012 (Change of Control and Ratings Decline) (b) Section 801 of the Indenture (Consolidation, Merger or Transfer of Assets Only on Certain TermsAssets): “shall be a Person organized and existing under the laws of Brazil or the United States, or any other country (or political subdivision thereof) that is hereby deleted and replaced in its entirety by the following: “The Company shall not consolidate or merge with or into another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations a member country of the Company pursuant to a supplemental indenture in form reasonably satisfactory to European Union or of the Trustee, under Organisation for Economic Co-operation and Development on the Notes and date of this Indenture, and such Person.” (c) The failure Any provision contained in the Notes that relates to comply with the terms of any provision of the Sections Indenture as amended by this Section 2.01 shall likewise be amended so that any such provision contained in the Notes will conform to and be consistent with any provision of the Indenture as amended by this Supplemental Indenture. (d) Any definition used exclusively in the provisions of the Indenture and the Notes that are deleted pursuant to this Section 2.01 are hereby deleted in their entirety from the Indenture and the Notes. All references in the Indenture and the Notes to any sections or Clauses subsection of the Indenture set forth in clause (a) Section 2.01(a), any and (b) above shall no longer constitute a Default or all obligations thereunder and any Event of Default under related solely to such sections and subsection, are hereby deleted throughout the Indenture with respect to the Notes and shall no longer have any consequence under the Indenture. (d) For the avoidance of doubt, Clauses (5), (6) and (7) of Section 501 (Events of Default) of the Indenture shall no longer apply to the Notes and the occurrence of the events described in Sections 501(5), (6) and (7) of the Indenture shall no longer constitute an Event of Default with respect to the Notes.

Appears in 1 contract

Sources: Supplemental Indenture (Azul Sa)

Amendments to the Indenture. (ai) The Indenture shall is hereby be amended by deleting the following Sections or clauses to delete Section 3.02 (Repurchase of the 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 Notes upon a Change 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: Clauses (5Control), Section 4.02 (6) Existence), Section 4.03 (Payment of Taxes and other Claims), Section 4.04 (7) Maintenance of Properties and Insurance), Section 501 4.05 (Events of Default) Limitation on Subsidiary Debt), Section 1005 4.06 (Reports) Limitation on Restricted Payments), Section 1006 4.07 (Limitation on Liens), Section 4.08 (Financial Reports), Section 4.09 (Debt/Tangible Equity Ratio) and clauses (iii)(2), (3) and (4) of Section 1007 5.02(a) (Additional Subsidiary GuaranteesConsolidation, Merger or Sale of Assets) Section 1008 (Limitation on Sale in their entirety and Leasebacks) Section 1010 (Organizational Existence) Section 1012 (Change of Control and Ratings Decline)all references thereto contained in the Indenture in their entirety; (b) Section 801 of the Indenture (Merger or Transfer of Assets Only on Certain Terms) is hereby deleted and replaced in its entirety by the following: “The Company shall not consolidate or merge with or into another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations of the Company pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, under the Notes and this Indenture.” (cii) The failure to comply with the terms of any of the Sections or Clauses of the Indenture set forth in clause (a) and (bi) above shall no longer constitute a Default or an Event of Default under the Indenture with respect to the Notes and shall no longer have any other consequence under the Indenture.Indenture with respect to the Notes; (diii) For the avoidance of doubt, Clauses The Indenture is hereby amended to delete clauses (5), (6iii) and (7iv) of Section 501 6.02(a) (Events of Default) in their entirety and, solely with respect to the Material Subsidiaries, clauses (v) and (vi) of Section 6.02(a) (Events of Default) in their entirety and all references thereto contained in Section 6.02(a) and elsewhere in the Indenture shall no longer apply to the Notes in their entirety, and the occurrence of the events described in Sections 501(5), clauses (6iii) and (7iv) of Section 6.02(a) and, solely with respect to the Indenture Material Subsidiaries, clauses (v) and (vi) of Section 6.02(a) shall no longer constitute an Event Events of Default with respect to the Notes and shall no longer have any other consequences under the Indenture with respect to the Notes; (iv) All definitions set forth in Section 101 of the Base Indenture and Section 1.02 of the Third Supplemental Indenture that relate to defined terms used solely in the Sections deleted pursuant to the terms of this Fifth Supplemental Indenture are no longer applicable to the Notes; and (v) All references to Sections of the Indenture amended by this Fifth Supplemental Indenture shall be to such Sections as amended by this Fifth Supplemental Indenture.

Appears in 1 contract

Sources: Fifth Supplemental Indenture (PHH Corp)

Amendments to the Indenture. Subject to Section 3 hereof, the Indenture is hereby amended as follows: (a) The application of the provisions of Article 10 of the Indenture shall are hereby be waived to the extent that such provisions might otherwise interfere with the ability of the Company to enter into agreements contemplated by, and to consummate, the Offer and Consent Solicitation. (b) Effective at the time of the Company's payment, or deposit with The Bank of New York, as Depositary for the Offer and Consent Solicitation, of an amount of money sufficient to pay for all Securities validly tendered and accepted pursuant to the Offer and Consent Solicitation and to make all Consent Payments required under the Offer and Consent Solicitation: (i) Sections 1008, 1009, 1010, 1011, 1012, 1013, 1015, 1016 and 1018 are hereby amended by deleting the following all such Sections or clauses of the Indenture in their entirety and all references thereto in their entirety (including, without limitation, references to the covenants which are being deleted hereby in the Events of Default contained in Section 501(4) of the Indenture); (ii) Clauses (iii), (iv) and definitions related (v) of Section 801 are hereby amended by deleting all such clauses in their entirety and all references thereto in their entirety and all references to Section 801 in the Indenture shall mean Section 801 as amended hereby; (iii) Section 501 is hereby amended by deleting clauses (5) and (6) thereof in their entirety and all references 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: Clauses ; and (5), (6) and (7) of Section 501 (Events of Defaultiv) Section 1005 (Reports) Section 1006 (Limitation on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation on Sale and Leasebacks) Section 1010 (Organizational Existence) Section 1012 (Change of Control and Ratings Decline) (b) Section 801 of the Indenture (Merger or Transfer of Assets Only on Certain Terms) 1019 is hereby deleted and replaced amended by deleting such Section in its entirety by the following: “The Company shall not consolidate or merge with or into another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations of the Company pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, under the Notes and this Indenture.” (c) The failure to comply replacing it with the terms of any of the Sections or Clauses of the Indenture set forth following and all references to Section 1019 in clause (a) and (b) above shall no longer constitute a Default or Event of Default under the Indenture with respect to the Notes and shall no longer have any consequence under the Indenture. (d) For the avoidance of doubt, Clauses (5), (6) and (7) of Section 501 (Events of Default) of the Indenture shall no longer apply to the Notes and the occurrence of the events described in Sections 501(5), (6) and (7) of the Indenture shall no longer constitute an Event of Default with respect to the Notes.mean Section 1019 as amended hereby:

Appears in 1 contract

Sources: Supplemental Indenture (Quest Diagnostics Inc)

Amendments to the Indenture. Effective at the time of payment or deposit with The Depository Trust Company (the “Payment Date”) of an amount of money sufficient to pay for all Notes validly tendered and accepted pursuant to the Tender Offer and Consent Solicitation (each as defined in the Statement): (a) The Indenture shall is hereby be amended by deleting the following Sections or clauses to delete Section 4.3 (Provision of the 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: Clauses (5Financial Information), Section 4.4 (6) Compliance Certificate), Section 4.7 (Limitation on Restricted Payments), Section 4.8 (Limitation on Dividend and Other Restrictions Affecting Restricted Subsidiaries), Section 4.9 (7) of Limitation on Additional Indebtedness), Section 501 4.10 (Events of Default) Limitation on Asset Sales), Section 1005 4.11 (Reports) Limitation on Transactions with Affiliates), Section 1006 4.12 (Limitation on Liens) ), Section 1007 4.13 (Offer to Purchase upon Change of Control Triggering Event), Section 4.14 (Corporate Existence), Section 4.15 (Additional Subsidiary Guarantees) ), Section 1008 4.16 (Limitation on Sale Designation of Unrestricted Subsidiaries), Section 4.17 (Effectiveness of Covenants), Section 4.19 (Maintenance of Listing) and Leasebacks) Section 1010 5.1 (Organizational Existence) Section 1012 (Change of Control and Ratings DeclineConsolidation, Merger, Conveyance, Transfer or Lease); (b) Section 801 of the Indenture (Merger or Transfer of Assets Only on Certain Terms) is hereby deleted and replaced in its entirety by the following: “The Company shall not consolidate or merge with or into another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations of the Company pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, under the Notes and this Indenture.” (c) The failure to comply with the terms of any of the Sections or Clauses of the Indenture set forth in clause (a) and (bi) above shall no longer constitute a Default or an Event of Default under the Indenture with respect to the Notes and shall no longer have any other consequence under the Indenture.; (dc) For the avoidance of doubtThe Indenture is hereby amended to delete paragraphs (3), Clauses (4), (5), (6), (7) and (7) 8) of Section 501 6.1 (Events of Default) of in their entirety and all references thereto contained in Section 6.1 and elsewhere in the Indenture shall no longer apply to the Notes in their entirety, and the occurrence of the events described in Sections 501(5paragraphs (3), (4), (5), (6), (7) and (78) of Section 6.1 shall no longer constitute Events of Default; (d) The Indenture is hereby amended to delete paragraph (4) of Section 8.4 (Conditions to Legal or Covenant Defeasance) in its entirety and all references thereto contained in Section 8.4 and elsewhere in the Indenture in their entirety; (e) All definitions set forth in Section 1.1 of the Indenture that relate to defined terms used solely in sections deleted by this Second Supplemental Indenture are hereby deleted in their entirety; and (f) All references to Sections 6.1 and 8.4 of the Indenture shall no longer constitute an Event of Default with respect to the Notesmean Sections 6.1 and 8.4 as amended by this Second Supplemental Indenture.

Appears in 1 contract

Sources: Supplemental Indenture (TechnipFMC PLC)

Amendments to the Indenture. (a) The Indenture shall is hereby be amended by deleting each of the following sections, or subsections, as the case may be, in its entirety and, in the case of each such section or subsection so deleted, inserting in lieu thereof the phrase “[Intentionally Omitted]”: (i) Section 4.04 (Maintenance of Corporate Existence); (ii) Section 4.05 (Payment of Taxes and Claims); (iii) Section 4.07 (Reporting Requirements); (iv) Section 4.08 (Available Information); (v) Section 4.09 (Limitations on the Issuer); (vi) Section 4.10 (Limitations on Transactions with Affiliates); (vii) Section 4.11 (Repurchase of Notes upon a Change of Control); (viii) Subsection (iii) of Section 5.01 (Limitation on Consolidation, Merger or Transfer of Assets); and (ix) Sections 6.01(c), (d), (e), (f), (g), (h) and (j) (Events of Default). (b) The Indenture is hereby amended by deleting the following Sections or clauses of the 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: Clauses within subsection (5), (6) and (7i) of Section 501 (Events of Default) Section 1005 (Reports) Section 1006 5.01 (Limitation on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation on Sale and Leasebacks) Section 1010 (Organizational Existence) Section 1012 (Change of Control and Ratings Decline) (b) Section 801 of the Indenture (Consolidation, Merger or Transfer of Assets Only on Certain TermsAssets): “shall be a Person organized and existing under the laws of Brazil or the United States, or any other country (or political subdivision thereof) that is hereby deleted and replaced in its entirety by the following: “The Company shall not consolidate or merge with or into another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations a member country of the Company pursuant to a supplemental indenture in form reasonably satisfactory to European Union or of the Trustee, under Organisation for Economic Co-operation and Development on the Notes and date of this Indenture, and such Person.” (c) The failure Any provision contained in the Notes that relates to comply with the terms of any provision of the Sections Indenture as amended by this Section 2.01 shall likewise be amended so that any such provision contained in the Notes will conform to and be consistent with any provision of the Indenture as amended by this Supplemental Indenture. (d) Any definition used exclusively in the provisions of the Indenture and the Notes that are deleted pursuant to this Section 2.01 are hereby deleted in their entirety from the Indenture and the Notes. All references in the Indenture and the Notes to any sections or Clauses subsection of the Indenture set forth in clause (a) Section 2.01(a), any and (b) above shall no longer constitute a Default or all obligations thereunder and any Event of Default under related solely to such sections and subsection, are hereby deleted throughout the Indenture with respect to the Notes and shall no longer have any consequence under the Indenture. (d) For the avoidance of doubt, Clauses (5), (6) and (7) of Section 501 (Events of Default) of the Indenture shall no longer apply to the Notes and the occurrence of the events described in Sections 501(5), (6) and (7) of the Indenture shall no longer constitute an Event of Default with respect to the Notes.

Appears in 1 contract

Sources: Supplemental Indenture (Azul Sa)

Amendments to the Indenture. (a) The first sentence of the first paragraph of Section 2.10(b) of the Second Supplemental Indenture shall hereby be amended by deleting deleted in its entirety and replaced with the following Sections or clauses of following: “On and after May 15, 2020, the 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 Company may redeem the Notes, and in whole or in part, upon not less than 2 business days’ nor more than 60 calendar days’ notice, at the words “[INTENTIONALLY DELETED]” shall be inserted, in each case, in place redemption prices (expressed as percentages of principal amount of the deleted text: Clauses Notes to be redeemed) set forth below, plus accrued and unpaid interest thereon, to the date of redemption (5the “Redemption Date”), (6) and (7) subject to the right of Section 501 (Events Holders of Default) Section 1005 (Reports) Section 1006 (Limitation record on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation the relevant record date to receive interest due on Sale and Leasebacks) Section 1010 (Organizational Existence) Section 1012 (Change the relevant interest payment date, if redeemed beginning on May 15 of Control and Ratings Decline)the years indicated below:” (b) The second paragraph of Section 801 2.10(b) of the Second Supplemental Indenture (Merger or Transfer of Assets Only on Certain Terms) is hereby shall be deleted and replaced in its entirety by and replaced with the following: “The Company shall Notwithstanding the foregoing, in connection with any tender offer for all of the outstanding Notes at a price of at least 100% of the principal amount of the Notes tendered, plus accrued and unpaid interest thereon to, but excluding, the applicable tender settlement date (including any Change of Control Offer), if Holders of not consolidate or merge with or into another Person unless less than 90% in aggregate principal amount of the Person formed by or surviving any outstanding Notes validly tender and do not withdraw such consolidation or merger (if other than Notes in such tender offer and the Company, or (in the case of a Change of Control Offer) assumes all the obligations any third party making such a tender offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company pursuant or such third party will have the right, upon not less than 1 business day’s nor more than 60 calendar days’ prior notice, given not more than 30 calendar days following such purchase date, to redeem all Notes that remain Outstanding following such purchase at a supplemental indenture in form reasonably satisfactory price equal to the Trusteeprice offered to each other Holder in such tender offer plus, under to the Notes extent not included in the tender offer payment, accrued and this Indentureunpaid interest, if any, thereon, to, but excluding, the Redemption Date.” (c) The failure to comply with the terms of any of the Sections or Clauses of the Indenture set forth in clause (a) and (b) above shall no longer constitute a Default or Event of Default under the Indenture with respect to the Notes and shall no longer have any consequence under the Indenture. (d) For the avoidance of doubt, Clauses (5), (6) and (7) of Section 501 (Events of Default) of the Indenture shall no longer apply to the Notes and the occurrence of the events described in Sections 501(5), (6) and (7) of the Indenture shall no longer constitute an Event of Default with respect to the Notes.

Appears in 1 contract

Sources: Indenture (Chemours Co)

Amendments to the Indenture. Section 11.05(a) of the Indenture is hereby amended and restated by deleting the first sentence thereof, so that Section 11.05 (a) hereafter reads as follows: “The Indenture shall hereby Note Guarantee of a Subsidiary Guarantor will automatically and unconditionally be amended released without the need for any action by deleting the following Sections any party: (1) in connection with any sale or clauses other disposition of Capital Stock of a Subsidiary Guarantor (including by way of consolidation or merger or otherwise) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Indenture and all references and definitions related thereto in their entiretyIssuer, except such that, immediately after giving effect to the extent otherwise provided belowsuch transaction, and these Sections and clauses shall be of no further force and effect, and shall such Guarantor would no longer apply to the Notes, and the words “[INTENTIONALLY DELETED]” shall be inserted, in each case, in place constitute a Subsidiary of the deleted text: Clauses Issuer, if the sale of such Capital Stock of that Subsidiary Guarantor complies with Section 4.07 and Section 4.10; (2) in connection with the merger or consolidation of a Subsidiary Guarantor with the Issuer or any other Subsidiary Guarantor; (3) in the event of the release of the guarantee under the ABL Credit Facility of a Subsidiary Guarantor that is not (A) a Wholly Owned Restricted Subsidiary (other than a Excluded Subsidiary) or (B) a Restricted Subsidiary that guarantees or is an obligor with respect to Indebtedness of the Issuer or any Subsidiary Guarantor; (4) if the Issuer properly designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; (5), ) upon the Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this Indenture; (6) and solely in the case of a Note Guarantee created pursuant to Section 4.17(a)(2) or Section 4.17(b), upon the release or discharge of the Guarantee which resulted in the creation of such Note Guarantee pursuant to Section 4.17(b), except a discharge or release by or as a result of payment under such Guarantee; or (7) upon a liquidation or dissolution of Section 501 (Events of Default) Section 1005 (Reports) Section 1006 (Limitation on Liens) Section 1007 (Additional a Subsidiary Guarantees) Section 1008 (Limitation on Sale and Leasebacks) Section 1010 (Organizational Existence) Section 1012 (Change of Control and Ratings Decline) (b) Section 801 of the Indenture (Merger or Transfer of Assets Only on Certain Terms) is hereby deleted and replaced in its entirety by the following: “The Company shall not consolidate or merge with or into another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations of the Company pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, Guarantor permitted under the Notes and this Indenture.” (c) The failure to comply with the terms of any of the Sections or Clauses of the Indenture set forth in clause (a) and (b) above shall no longer constitute a Default or Event of Default under the Indenture with respect to the Notes and shall no longer have any consequence under the Indenture. (d) For the avoidance of doubt, Clauses (5), (6) and (7) of Section 501 (Events of Default) of the Indenture shall no longer apply to the Notes and the occurrence of the events described in Sections 501(5), (6) and (7) of the Indenture shall no longer constitute an Event of Default with respect to the Notes.

Appears in 1 contract

Sources: Supplemental Indenture (Euramax International, Inc.)

Amendments to the Indenture. Pursuant to Section 1001 or 1002 of the Indenture (as applicable), effective on the date hereof, following the execution and delivery hereof, (a) The Indenture following shall hereby be amended added immediately after the word “Policy” in the last line of the definition of “EBIT” in Section 101 of the Indenture: “and excluding unrealized gains or losses arising from implementation of Statement of Financial Accounting Standards No. 133 issued by deleting the following Sections or clauses Financial Accounting Standards Board” (b) Clause (xii) of the definition of “Eligible Container” in Section 101 of the 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 amended 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: Clauses (5), (6) and (7) of Section 501 (Events of Default) Section 1005 (Reports) Section 1006 (Limitation on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation on Sale and Leasebacks) Section 1010 (Organizational Existence) Section 1012 (Change of Control and Ratings Decline) (b) Section 801 of the Indenture (Merger or Transfer of Assets Only on Certain Terms) is hereby deleted and replaced restated in its entirety by the following: “The Company shall not consolidate or merge with or into another Person unless the Person formed by or surviving any such consolidation or merger to read as follows: (if other than the Companyxii) assumes all the obligations of the Company pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, under the Notes and this Indenture.[reserved];” (c) The failure to comply with text “; and” at the terms end of any clause (xxiii) of the Sections or Clauses definition of “Eligible Container” in Section 101 of the Indenture set forth shall be deleted and replaced with the following: “provided, further, any Containers subject to any such Lease shall not count against the limitation contained in clause this paragraph (axxiii) and (b) above shall no longer constitute a Default or Event of Default under the Indenture with respect following delivery to the Notes and shall no longer have any consequence under Rating Agencies of an Opinion of Counsel satisfactory to the Indenture.Rating Agencies to the effect that the Assignment of Claims Act of 1940, as amended (31 U.S.C. 3727, 41 U.S.C. 15), has been complied with by the Issuer (or an agent thereof) regarding such Containers; and” (d) For the avoidance of doubt, Clauses Clause (5), (6) and (7) of Section 501 (Events of Defaulti) of the Indenture shall no longer apply to the Notes and the occurrence definition of the events described “Rated Institutional Person” in Sections 501(5), (6) and (7) Section 101 of the Indenture shall no longer constitute an Event is hereby amended by adding the words “Bank S.A./N.V.” immediately after the word “Fortis” therein. (e) The definition of Default with respect “Series Enhancer Default” in Section 101 of the Indenture is hereby amended and restated in its entirety to the Notes.read as follows:

Appears in 1 contract

Sources: Indenture Amendment (Textainer Group Holdings LTD)

Amendments to the Indenture. Section 1.1 Section 3.01 of the Indenture is amended hereby by deleting the first paragraph thereof in its entirety and replacing such first paragraph with the following: The Notes are not redeemable unless one of the following has occurred: (ai) The payment in full by the Company of the Non-Convertible Notes including without limitation, accrued but unpaid interest, pre-payment penalties, fees and other expenses due thereunder or (ii) the issuance by the Company of a redemption notice for the redemption in full, but not in part, of the Non-Convertible Notes, so long as such redemption date for the Non-Convertible Notes is on or prior to the applicable redemption date for the Notes (the conditions described in clauses (i) and (ii), the “OPTIONAL REDEMPTION CONDITIONS”). On and after the first date on which either of the Optional Redemption Conditions has occurred, the Company may, at its option, redeem the Notes at any time and from time to time (subject to the provisions of Section 3.02 hereof regarding prior notice to the Trustee), on any date prior to Stated Maturity, upon notice as set forth in Section 3.04, at a redemption price of $1,000 per $1,000 principal amount of Notes (the “OPTIONAL REDEMPTION PRICE”), plus any interest accrued but not paid prior to (but not including) the Optional Redemption Date. Section 1.2 Section 3.02 of the Indenture shall is hereby be amended by deleting the following Sections or clauses first sentence thereof in its entirety and replacing such first sentence with the following: If the Company elects to redeem Notes pursuant to the redemption provisions of Section 3.01 hereof, it shall notify the Trustee at least 15 days prior but not more than 60 days prior to the Redemption Date of such intended Redemption Date, the principal amount of Notes to be redeemed and the CUSIP numbers of the Notes to be redeemed. Section 1.3 Section 3.04 of the 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: Clauses (5), (6) and (7) of Section 501 (Events of Default) Section 1005 (Reports) Section 1006 (Limitation on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation on Sale and Leasebacks) Section 1010 (Organizational Existence) Section 1012 (Change of Control and Ratings Decline) (b) Section 801 of the Indenture (Merger or Transfer of Assets Only on Certain Terms) is hereby deleted and replaced amended by deleting the second sentence thereof in its entirety by and replacing such second sentence with the following: “The Company Subject to Section 3.04 hereof, such notice shall be given not consolidate or merge with or into another Person unless less than 15 nor more than 60 days prior to the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations of the Company Redemption Date for redemption pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, under the Notes and this IndentureSection 3.01.” (c) The failure to comply with the terms of any of the Sections or Clauses of the Indenture set forth in clause (a) and (b) above shall no longer constitute a Default or Event of Default under the Indenture with respect to the Notes and shall no longer have any consequence under the Indenture. (d) For the avoidance of doubt, Clauses (5), (6) and (7) of Section 501 (Events of Default) of the Indenture shall no longer apply to the Notes and the occurrence of the events described in Sections 501(5), (6) and (7) of the Indenture shall no longer constitute an Event of Default with respect to the Notes.

Appears in 1 contract

Sources: Supplemental Indenture (PRG Schultz International Inc)

Amendments to the Indenture. Upon written notification to the Trustee by the Company on November 29, 2010 (the “Settlement Date”) that the Company has received the Requisite Consents approving the Amendments pursuant to the Conversion Offer and Consent Solicitation at or prior to the expiration date (as defined in the Conversion Offer and Consent Solicitation) in accordance with the terms and conditions of the Conversion Offer and Consent Solicitation (without further act by any Person): (a) The Indenture the Company shall be released from its obligations under the following sections of the Indenture, which are hereby deleted in their entirety and, in the case of each such section, replaced with the phrase “[Intentionally Omitted]” (and the form of Note shall be amended by deleting the following Sections or clauses of the 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: Clauses (5), (6) and (7) of Section 501 (Events of Default) reflect such deletions): Section 1005 (Reports) Payment of Taxes and Other Claims); Section 1006 (Maintenance of Properties); Section 1007 (Additional Interest Notice); Section 1008 (Compliance with Laws); Section 1009 (Limitation on Restricted Payments); Section 1010 (Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock); Section 1011 (Limitation on Liens) ); Section 1007 (Additional Subsidiary Guarantees) Section 1008 1012 (Limitation on Sale Transactions with Affiliates); Section 1013 (Limitation on Dividend and Leasebacks) Other Payment Restrictions Affecting Subsidiaries); Section 1010 1014 (Organizational Existence) Limitation on Guarantees of Indebtedness by Restricted Subsidiaries); Section 1012 1017 (Change Limitation on Sales of Control Assets); Section 1018 (Statement by Officers as to Default); and Ratings DeclineSection 1108 (Offer to Purchase by Application of Excess Proceeds); (b) Section 801 of the Indenture (Merger or Transfer of Assets Only on Certain Terms) is hereby deleted and replaced in its entirety by the following: “The Company shall not consolidate or merge with or into another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations of the Company pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, under the Notes and this Indenture.” (c) The failure to comply with the terms of any of the Sections or Clauses foregoing sections of the Indenture set forth in clause (a) and (b) above shall no longer constitute a Default or an Event of Default under the Indenture with respect to the Notes and shall no longer have any other consequence under the Indenture.; (c) Sections 401(2), (3) and (4) of the Indenture are hereby deleted in their entirety and replaced with the phrase “[Intentionally Omitted]”; (d) For the avoidance of doubt, Clauses (5), (6) and (7) of Section 501 (Events of Default) of the Indenture shall no longer apply to the Notes and the occurrence of the events described in Sections 501(5501(v), (6vi), (vii), (viii) and (7ix) of the Indenture shall no longer constitute an Event Events of Default Default, and each such subsection is hereby deleted in its entirety and replaced with respect to the Notes.phrase “[Intentionally Omitted]”; (e) Sections 801(iii) and (iv) of the Indenture are hereby deleted in their entirety and replaced with the phrase “[Intentionally Omitted]”; (f) Section 802(b) of the Indenture is hereby deleted in its entirety and replaced with the phrase “[Intentionally Omitted]”; (g) Section 1019 of the Indenture is hereby replaced in its entirety with the following:

Appears in 1 contract

Sources: First Supplemental Indenture (Accuride Corp)

Amendments to the Indenture. (a) The Indenture shall is hereby be amended by deleting Section 3.09 (“Special Mandatory Redemption”) of the Indenture and all references thereto and obligations thereunder, in its entirety, and replacing such Section with the following: “Intentionally omitted.” (b) The Indenture is hereby amended by deleting the following Sections or clauses of Article 4 of the Indenture and all references thereto and definitions related thereto in their entiretyobligations thereunder: 4.05 (“Taxes”), except to the extent otherwise provided below4.07 (“Restricted Payments”), 4.08 (“Incurrence of Indebtedness and these Sections Issuance of Preferred Stock”), 4.09 (“Liens”), 4.10 (“Dividend and clauses shall be Other Payment Restrictions Affecting Subsidiaries”), 4.11 (“Transactions with Affiliates”), 4.12 (“Business Activities”), 4.13 (“Additional Note Guarantees”), 4.14 (“Designation of no further force Restricted and effectUnrestricted Subsidiaries”), 4.16 (“Reports”), 4.18 (“Asset Sales”), 4.22 (“Platinum Explorer Delivery Date”) and shall no longer apply to the Notes, and the words 4.23 ([INTENTIONALLY DELETED]” shall be insertedDragonquest Delivery Date”), in each case, in place of the deleted text: Clauses (5), (6) and (7) of Section 501 (Events of Default) Section 1005 (Reports) Section 1006 (Limitation on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation on Sale and Leasebacks) Section 1010 (Organizational Existence) Section 1012 (Change of Control and Ratings Decline) (b) Section 801 of the Indenture (Merger or Transfer of Assets Only on Certain Terms) is hereby deleted and replaced case in its entirety by entirety, and replacing each such Section with the following: “The Company shall not consolidate or merge with or into another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations of the Company pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, under the Notes and this IndentureIntentionally omitted.” (c) The failure to comply with the terms Indenture is hereby amended by deleting Section 5.01 (“Merger, Consolidation, or Sale of any of the Sections or Clauses Assets”) of the Indenture set forth and all references thereto and obligations thereunder, in clause (a) its entirety, and (b) above shall no longer constitute a Default or Event of Default under replacing such Section with the Indenture with respect to the Notes and shall no longer have any consequence under the Indenturefollowing: “Intentionally omitted. (d) For the avoidance of doubtThe Indenture is hereby amended by deleting clauses (3), Clauses (4), (5), (6), (7) and (7) 8) of Section 501 (Events of Default) 6.01 of the Indenture shall no longer apply to and all references thereto and obligations thereunder, in each case in its entirety, and replacing each such clause with the Notes and the occurrence of the events described in Sections 501(5), (6) and (7) of the Indenture shall no longer constitute an Event of Default with respect to the Notesfollowing: “Intentionally omitted.

Appears in 1 contract

Sources: Eighth Supplemental Indenture (Vantage Drilling CO)

Amendments to the Indenture. (a) The Indenture shall is hereby be amended by deleting each of the following sections, or subsections, as the case may be, in its entirety and, in the case of each such section or subsection so deleted, inserting in lieu thereof the phrase “[Intentionally Omitted]”: (i) Section 4.04 (Maintenance of Corporate Existence); (ii) Section 4.05 (Payment of Taxes and Claims); (iii) Section 4.07 (Reporting Requirements); (iv) Section 4.08 (Available Information); (v) Section 4.09 (Limitations on the Issuer); (vi) Section 4.10 (Limitations on Transactions with Affiliates); (vii) Section 4.11 (Repurchase of Notes upon a Change of Control); (viii) subsection (iii) of Section 5.01 (Limitation on Consolidation, Merger or Transfer of Assets); and (ix) Sections 6.01(c), (d), (e), (f), (g), (h) and (j) (Events of Default). (b) The Indenture is hereby amended by deleting the following Sections or clauses of the 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: Clauses within subsection (5), (6) and (7i) of Section 501 (Events of Default) Section 1005 (Reports) Section 1006 5.01 (Limitation on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation on Sale and Leasebacks) Section 1010 (Organizational Existence) Section 1012 (Change of Control and Ratings Decline) (b) Section 801 of the Indenture (Consolidation, Merger or Transfer of Assets Only on Certain TermsAssets): “shall be a Person organized and existing under the laws of Brazil or the United States, or any other country (or political subdivision thereof) that is hereby deleted and replaced in its entirety by the following: “The Company shall not consolidate or merge with or into another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations a member country of the Company pursuant to a supplemental indenture in form reasonably satisfactory to European Union or of the Trustee, under Organisation for Economic Co-operation and Development on the Notes and date of this Indenture, and such Person.” (c) The failure Any provision contained in the Notes that relates to comply with the terms of any provision of the Sections Indenture as amended by this Section 2.01 shall likewise be amended so that any such provision contained in the Notes will conform to and be consistent with any provision of the Indenture as amended by this Supplemental Indenture. (d) Any definition used exclusively in the provisions of the Indenture and the Notes that are deleted pursuant to this Section 2.01 are hereby deleted in their entirety from the Indenture and the Notes. All references in the Indenture and the Notes to any sections or Clauses subsection of the Indenture set forth in clause (a) Section 2.01(a), any and (b) above shall no longer constitute a Default or all obligations thereunder and any Event of Default under related solely to such sections and subsection, are hereby deleted throughout the Indenture with respect to the Notes and shall no longer have any consequence under the Indenture. (d) For the avoidance of doubt, Clauses (5), (6) and (7) of Section 501 (Events of Default) of the Indenture shall no longer apply to the Notes and the occurrence of the events described in Sections 501(5), (6) and (7) of the Indenture shall no longer constitute an Event of Default with respect to the Notes.

Appears in 1 contract

Sources: Supplemental Indenture (Azul Sa)

Amendments to the Indenture. Following the execution and delivery by the Company and the Trustee of this Sixth Supplemental Indenture, the terms hereof shall become operative on the initial date (athe “Operative Date”) The of acceptance for purchase by the Company of the Notes validly tendered in the tender offer contemplated by the Offer to Purchase and Consent Solicitation Statement. Effective as of the Operative Date, this Sixth Supplemental Indenture shall hereby be amended by deleting the following Sections or clauses of amends the Indenture and all references and definitions related thereto in their entiretythe Notes as provided for herein. If the Operative Date does not occur, except to then the extent otherwise provided below, and these Sections and clauses terms of this Sixth Supplemental Indenture shall be of no further null and void and the Indenture and the Notes shall continue in full force and effecteffect without any modification or amendment hereby. As of the Operative Date, and shall no longer apply solely with respect to the Notes: A. Section 106 (Notice to Holders of Securities; Waiver) is hereby amended to add the following at the end of such section: Except as otherwise specified herein, so long as any Securities are registered in the name of Cede & Co., as nominee for The Depository Trust Company, or another Depositary, and subject to any listing requirements, notices, reports and other information that are required to be sent to the words “[INTENTIONALLY DELETED]” shall Holders of such Securities may be inserted, in each case, in place given by delivery of the deleted text: Clauses relevant notice to The Depository Trust Company for communication by The Depository Trust Company to entitled participants and account holders of such clearing systems. B. Each of clauses (3), (4), (5), (6), (7) and (7) 8) of Section 501 (Events of Default) is hereby deleted in its entirety and replaced with the text “Intentionally omitted.” All textual references in the Indenture exclusively relating to clauses (3), (4), (5), (6), (7) and (8) of Section 1005 501 and any and all obligations thereunder are hereby deleted, and such clauses, references and obligations shall be of no further force or effect. C. Section 515 (ReportsWaiver of Usury, Stay or Extension Laws) is hereby deleted in its entirety and replaced with the text “Intentionally omitted.” All textual references in the Indenture to Section 1006 515 and any and all obligations thereunder are hereby deleted, and such section, references and obligations shall be of no further force or effect. D. Section 704 (Limitation Reports by Company) is hereby amended and restated in its entirety so that Section 704 reads as follows: The Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act. To the extent such information, documents or reports are filed with the Commission and required to be delivered to the Trustee or the Holders, the availability of such information, documents or reports on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation on Sale the Commission's Electronic Data Gathering Analysis and Leasebacks) Section 1010 (Organizational Existence) Section 1012 (Change of Control and Ratings Decline)Retrieval system or any successor thereto or the Company's website will be deemed to have satisfied such delivery requirements to the Trustee or the Holders, as applicable. (b) E. Section 801 of the Indenture (Merger or Transfer of Assets Company May Consolidate, Etc., Only on Certain Terms) is hereby deleted and replaced in its entirety and replaced with the text “Intentionally omitted.” All textual references in the Indenture to Section 801 and any and all obligations thereunder are hereby deleted, and such section, references and obligations shall be of no further force or effect. F. Section 1005 (Corporate Existence) is hereby deleted in its entirety and replaced with the text “Intentionally omitted.” All textual references in the Indenture to Section 1005 and any and all obligations thereunder are hereby deleted, and such section, references and obligations shall be of no further force or effect. G. Section 1006 (Maintenance of Properties) is hereby deleted in its entirety and replaced with the text “Intentionally omitted.” All textual references in the Indenture to Section 1006 and any and all obligations thereunder are hereby deleted, and such section, references and obligations shall be of no further force or effect. H. Section 1007 (Payment of Taxes and Other Claims) is hereby deleted in its entirety and replaced with the text “Intentionally omitted.” All textual references in the Indenture to Section 1007 and any and all obligations thereunder are hereby deleted, and such section, references and obligations shall be of no further force or effect. I. Section 1008 (Purchase of Securities by Company or Subsidiary) is hereby deleted in its entirety and replaced with the followingtext “Intentionally omitted.” All textual references in the Indenture to Section 1008 and any and all obligations thereunder are hereby deleted, and such section, references and obligations shall be of no further force or effect. J. Section 1009 (Limitation on Liens) is hereby deleted in its entirety and replaced with the text “Intentionally omitted.” All textual references in the Indenture to Section 1009 and any and all obligations thereunder are hereby deleted, and such section, references and obligations shall be of no further force or effect. K. Section 1010 (Limitation on Sale and Lease-Back) is hereby deleted in its entirety and replaced with the text “Intentionally omitted.” All textual references in the Indenture to Section 1010 and any and all obligations thereunder are hereby deleted, and such section, references and obligations shall be of no further force or effect. L. The second sentence of Section 1102 (Election to Redeem; Notice to Trustee) is hereby amended to read as follows: “The Company shall not consolidate or merge with or into another Person unless In case of any redemption at the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations election of the Company pursuant of less than all the Securities of any series the Company will notify the Trustee at least five Business Days prior to giving notice of redemption, or a supplemental indenture in form reasonably shorter period as may be satisfactory to the Trustee, under of the Notes and this IndentureRedemption Date, the aggregate principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. M. Section 1104 (cNotice of Redemption) The failure is hereby amended to comply replace the number 30 with the terms number 15 in the first sentence of any Section 1104. N. Section 1104 (Notice of Redemption) is hereby amended to add the following to the end of such section: Any notice of redemption of Securities to be redeemed at the option of the Sections Company may state that such redemption shall be conditional, in the Company’s discretion, on one or Clauses more conditions precedent, and that such conditional notice of redemption may be rescinded by the Company if it determines that any or all such conditions will not be satisfied by the Redemption Date, and that in such event, such redemption notice shall be of no further force or effect and the Company shall not be required to redeem the applicable Securities on the Redemption Date or otherwise. In the event a notice of redemption contains such a condition or conditions and the Company determines that any or all such conditions will not be satisfied prior to the Redemption Date, the Company shall provide written notice to the Trustee prior to the close of business at least one Business Day prior to the Redemption Date. Such notice may provide that the redemption notice shall be rescinded and the redemption shall not occur, as determined by the Company in accordance with the preceding paragraph and, upon receipt of such notice, the notice of redemption shall be rescinded and the redemption shall not occur, as provided in such notice. Upon receipt of such notice, the Trustee shall provide such notice to each Holder of the Indenture set forth applicable Securities in clause the same manner in which the notice of redemption was provided. O. The first sentence of the first paragraph of Section 1106 (aSecurities Payable on Redemption Date) is hereby amended to read as follows: Notice of redemption having been given as aforesaid and, in the case of a conditional notice of redemption, not thereafter rescinded in accordance with Section 1104, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (bunless the Company shall default in the payment of the Redemption Price and accrued interest, if any) above such Securities shall no longer constitute a Default or Event of Default under cease to bear interest and the Indenture with respect coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the Notes and extent provided below, shall no longer have any consequence under the Indenturebe void. P. The last paragraph of Section 1106 (dSecurities Payable on Redemption Date) For is hereby amended to read as follows: Except, in the avoidance case of doubta redemption of Securities to be redeemed at the option of the Company, Clauses where the redemption notice therefor has been rescinded in accordance with Section 1104, if any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. Q. Each of clauses (2), (3), (4), (5), (6), (7) and (79) of Section 501 1304 (Events of DefaultConditions to Defeasance or Covenant Defeasance) of is hereby deleted in its entirety and replaced with the text “Intentionally omitted.” All textual references in the Indenture shall no longer apply exclusively relating to the Notes and the occurrence of the events described in Sections 501(5clauses (2), (3), (4), (5), (6), (7) and (79) of Section 1304 and any and all obligations thereunder are hereby deleted, and such clauses, references and obligations shall be of no further force or effect. R. All definitions in the Indenture shall no longer constitute an Event of Default with respect which are used exclusively in the sections and clauses deleted pursuant to the Notesforegoing provisions of this Sixth Supplemental Indenture or whose sole use or uses in the Indenture were eliminated in the amendments set forth above are hereby deleted. All cross-references in the Indenture to sections and clauses deleted by the foregoing provisions shall also be deleted in their entirety. S. To the extent that the Notes include any of the sections, clauses or definitions to be deleted or amended pursuant to the foregoing provisions of this Sixth Supplemental Indenture, such provisions of the Notes shall be deemed deleted or amended as applicable.

Appears in 1 contract

Sources: Supplemental Indenture (Howmet Aerospace Inc.)

Amendments to the Indenture. Effective at the time of payment or deposit with the Depositary (athe “Payment Date”) of an amount of money sufficient to pay for all Notes validly tendered and accepted pursuant to the Tender Offer and Solicitation and to make all consent payments required under the Tender Offer and Solicitation: (i) The Indenture shall is hereby be amended by deleting the following Sections or clauses of the Indenture and all references and definitions related thereto in their entirety, to delete Section 4.03 (Reports) (except to the extent otherwise provided belowrequired by the TIA), Section 4.04 (Compliance Certificate) (except to the extent required by the TIA), Section 4.05 (Taxes), Section 4.06 (Stay, Extension and Usury Laws), Section 4.07 (Corporate Existence), Section 4.08 (Payments for Consents), Section 4.09 (Incurrence of Additional Debt and Issuance of Capital Stock), Section 4.10 (Restricted Payments), Section 4.11 (Liens), Section 4.12 (Asset Sales), Section 4.13 (Restrictions on Distributions from Restricted Subsidiaries), Section 4.14 (Affiliate Transactions), Section 4.15 (Issuance or Sale of Capital Stock of Restricted Subsidiaries), Section 4.16 (Designation of Restricted and Unrestricted Subsidiaries), Section 4.18 (Future Subsidiary Guarantors), Section 4.19 (Business Activities), and these Sections Section 4.20 (No Senior Subordinated Debt) in their entirety and clauses shall be of no further force and effect, and shall no longer apply all references thereto contained elsewhere in the Indenture in their entirety; (ii) The Indenture is hereby amended to the Notes, and the words “[INTENTIONALLY DELETED]” shall be inserted, in each case, in place of the deleted text: Clauses delete subsection (5), (6) and (7iv) of Section 501 5.01(a) (Events Merger, Consolidation and Sale of DefaultAssets) Section 1005 (Reports) Section 1006 (Limitation on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation on Sale and Leasebacks) Section 1010 (Organizational Existence) Section 1012 (Change of Control and Ratings Decline) (b) Section 801 of the Indenture (Merger or Transfer of Assets Only on Certain Terms) is hereby deleted and replaced in its entirety by and all references thereto contained in Section 5.01 and elsewhere in the Indenture in their entirety; (iii) The Indenture is amended to delete the first paragraph of Section 3.03 (Notice of Redemption) and replace it with the following: “The At least 3 Business Days but not more than 60 days prior to a redemption date, the Company shall not consolidate mail, or merge cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at such Holder’s registered address appearing in the Security Register, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with or into another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations of the Company a defeasance pursuant to Article 8 hereof or a supplemental indenture in form reasonably satisfactory satisfaction and discharge pursuant to the Trustee, under the Notes and this IndentureArticle 11 hereof.”; (civ) The failure to comply with the terms of any of the Sections or Clauses of the Indenture set forth in clause clauses (ai) and (bii) above shall no longer constitute a Default or an Event of Default under the Indenture with respect to the Notes and shall no longer have any other consequence under the Indenture.; (v) Section 6.01(c) of the Indenture is hereby amended to read, “the failure by the Company or any Restricted Subsidiary to comply with Section 5.01 hereof”; (vi) The Indenture is hereby amended to delete clauses (d) For the avoidance of doubt, Clauses (5), (6e), (f), (g) and (7h) of Section 501 6.01 (Events of Default) of in their entirety and all references thereto contained in Section 6.01 and elsewhere in the Indenture shall no longer apply to the Notes in their entirety, and the occurrence of the events described in Sections 501(5clauses (d), (6e), (f), (g) and (7h) of Section 6.01 shall no longer constitute Defaults or Events of Default; (vii) All definitions set forth in Section 1.01 of the Indenture that relate to defined terms used solely in sections deleted by this Supplemental Indenture are hereby deleted in their entirety; and (viii) All references to Sections 5.01 and 6.01 of the Indenture shall no longer constitute an Event of Default with respect to the Notesmean Sections 5.01 and 6.01 as amended by this Supplemental Indenture.

Appears in 1 contract

Sources: Supplemental Indenture (Psychiatric Solutions Inc)

Amendments to the Indenture. (a) The first sentence of the first paragraph of Section 2.10(d) of the Third Supplemental Indenture shall hereby be amended by deleting deleted in its entirety and replaced with the following Sections or clauses of following: “On and after May 15, 2018, the 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 Company may redeem the Notes, and in whole or in part, upon not less than 2 business days’ nor more than 60 calendar days’ notice, at the words “[INTENTIONALLY DELETED]” shall be inserted, in each case, in place redemption prices (expressed as percentages of principal amount of the deleted text: Clauses (5)Notes to be redeemed) set forth below, (6) plus accrued and (7) unpaid interest thereon, to the Redemption Date, subject to the right of Section 501 (Events Holders of Default) Section 1005 (Reports) Section 1006 (Limitation record on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation the relevant record date to receive interest due on Sale and Leasebacks) Section 1010 (Organizational Existence) Section 1012 (Change the relevant interest payment date, if redeemed beginning on May 15 of Control and Ratings Decline)the years indicated below:” (b) The second paragraph of Section 801 2.10(d) of the Third Supplemental Indenture (Merger or Transfer of Assets Only on Certain Terms) is hereby shall be deleted and replaced in its entirety by and replaced with the following: “The Company shall Notwithstanding the foregoing, in connection with any tender offer for all of the outstanding Notes at a price of at least 100% of the principal amount of the Notes tendered, plus accrued and unpaid interest thereon to, but excluding, the applicable tender settlement date (including any Change of Control Offer), if Holders of not consolidate or merge with or into another Person unless less than 90% in aggregate principal amount of the Person formed by or surviving any outstanding Notes validly tender and do not withdraw such consolidation or merger (if other than Notes in such tender offer and the Company, or (in the case of a Change of Control Offer) assumes all the obligations any third party making such a tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company pursuant or such third party will have the right, upon not less than 1 business day nor more than 60 calendar days’ prior notice, given not more than 30 calendar days following such purchase date, to redeem all Notes that remain Outstanding following such purchase at a supplemental indenture in form reasonably satisfactory price equal to the Trusteeprice offered to each other Holder in such tender offer plus, under to the Notes extent not included in the tender offer payment, accrued and this Indentureunpaid interest, if any, thereon, to, but excluding, the Redemption Date.” (c) The failure to comply with the terms of any of the Sections or Clauses of the Indenture set forth in clause (a) and (b) above shall no longer constitute a Default or Event of Default under the Indenture with respect to the Notes and shall no longer have any consequence under the Indenture. (d) For the avoidance of doubt, Clauses (5), (6) and (7) of Section 501 (Events of Default) of the Indenture shall no longer apply to the Notes and the occurrence of the events described in Sections 501(5), (6) and (7) of the Indenture shall no longer constitute an Event of Default with respect to the Notes.

Appears in 1 contract

Sources: Supplemental Indenture (Chemours Co)

Amendments to the Indenture. Effective upon the date hereof, with respect to all outstanding Notes: (a) The Indenture shall hereby be amended by deleting the following Sections or clauses 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19, 4.20 and 4.21 of the Indenture and all references and definitions related thereto are hereby deleted 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 Company and the deleted text: Clauses (5), (6) and (7) of Section 501 (Events of Default) Section 1005 (Reports) Section 1006 (Limitation on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation on Sale and Leasebacks) Section 1010 (Organizational Existence) Section 1012 (Change of Control and Ratings Decline)Guarantors are hereby released from their respective obligations thereunder. (b) Section 801 4.22 of the Indenture (Merger or Transfer of Assets Only on Certain Terms) is hereby deleted and replaced in its entirety by the followingas follows: “The Company shall not consolidate or merge with or into another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations Board of Directors of the Company pursuant may designate any Restricted Subsidiary to be an Unrestricted Subsidiary at any time. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a supplemental indenture in form reasonably satisfactory Restricted Subsidiary at any time. Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee, under Trustee by filing with the Notes and this IndentureTrustee a certified copy of a resolution of the Board of Directors giving effect to such designation. The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company.” (c) The Article 5 of the Indenture is hereby deleted in its entirety, and the Company and the Guarantors are hereby released from their respective obligations thereunder. (d) Clauses (3) through (8) of Section 6.01(a) are hereby deleted in their entirety, and the events described therein shall no longer constitute Events of Default under the Indenture. (e) Article 13 of the Indenture is hereby deleted in its entirety, and the Company and the Guarantors are hereby released from their respective obligations thereunder, and the Trustee and the Collateral Agent are hereby directed to take any and all action necessary or desirable to effect the release of all of the Collateral from the Liens securing the Notes, including, without limitation, amendment and/or restatement of the Security Agreement, the Intercreditor Agreement and the Collateral Documents to release the Liens securing the Notes, the Indenture and the Guarantees and/or to make the Liens granted under the Security Agreement secure new secured notes and related guarantees issued by the Company and the Guarantors pursuant to their Offering Memorandum and Consent Solicitation Statement dated January 15, 2016 (the “Exchange Offer Document”), as contemplated by such Exchange Offer Document. (f) Any failure by the Company or any Guarantor to comply with the terms of any of the Sections or Clauses provisions of the Indenture set forth described in clause clauses (a), (c) and or (be) above or this Section 2 of this Supplemental Indenture (whether before or after the execution of this Supplemental Indenture) shall no longer constitute a Default or an Event of Default under the Indenture with respect to the Notes and shall no longer have any other consequence under the Indenture. (d) For the avoidance of doubt, Clauses (5), (6) and (7) of Section 501 (Events of Default) of the Indenture shall no longer apply to the Notes and the occurrence of the events described in Sections 501(5), (6) and (7) of the Indenture shall no longer constitute an Event of Default with respect to the Notes.

Appears in 1 contract

Sources: Supplemental Indenture (Castle a M & Co)

Amendments to the Indenture. (a) The Indenture shall hereby be amended by deleting the following Sections or clauses third sentence of the Indenture first paragraph of back face of the Note is hereby amended and all references and definitions related thereto restated in their entiretyits entirety to read as follows: Interest on the Notes will accrue from the most recent date to which interest has been paid or, except if no interest has been paid, from the Issue Date; provided that the first Interest Payment Date for Notes issued prior to the extent otherwise provided belowOctober 15, and these Sections and clauses 2012 shall be of no further force and effectApril 15, 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: Clauses (5), (6) and (7) of Section 501 (Events of Default) Section 1005 (Reports) Section 1006 (Limitation on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation on Sale and Leasebacks) Section 1010 (Organizational Existence) Section 1012 (Change of Control and Ratings Decline)2012. (b) The first sentence of clause (c) of Section 801 2.01 of the Indenture (Merger or Transfer of Assets Only on Certain Terms) is hereby deleted amended and replaced restated in its entirety to read as follows: Additional Notes ranking pari passu with the other Notes may be created and issued from time to time by the following: “The Company shall not consolidate Issuer without notice to or merge with or into another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations consent of the Company pursuant Holders and shall be consolidated with and form a single class with the other Notes and shall have the same terms as to a supplemental indenture in form reasonably satisfactory status, redemption or otherwise as the other Notes; provided that the Issuer’s ability to issue Additional Notes shall be subject, among other things, to the TrusteeIssuer’s compliance with Section 4.11 hereof; provided further that in connection with the payment of PIK Interest, under the Issuer may, without the consent of the Holders (and without regard to any restrictions or limitations set forth in Section 4.11 hereof), increase the outstanding principal amount of the Notes and or issue PIK Notes; provided further that, notwithstanding this IndentureSection 2.01(c), the Issuer may issue Additional Notes in accordance with Section 2.13. (c) The failure to comply with the terms first sentence of any of the Sections or Clauses Section 2.13 of the Indenture set forth is hereby amended and restated in clause its entirety to read as follows: The Issuer may, without the consent of the Noteholders, issue additional Notes hereunder (ai) with the same terms, and if permissible as a “qualified reopening” for U.S. federal income tax purposes, with the same CUSIP number as the Notes initially issued hereunder or (bii) above shall no longer constitute a Default or with terms that provide that such additional Notes will be subordinated to the Notes initially issued hereunder, including with respect to lien priority upon the occurrence of an Event of Default under Section 7.01(a)(vi), but otherwise with the Indenture with respect to same terms as the Notes initially issued hereunder and shall no longer have any consequence under with a different CUSIP number as the IndentureNotes initially issued hereunder, in each case in an unlimited aggregate principal amount, which will form the same series with the Notes initially issued hereunder. (d) For the avoidance of doubt, Clauses (5), (6) and (7) of Section 501 (Events of Default) 2.13 of the Indenture is hereby amended to add the following paragraphs after the first paragraph of Section 2.13, which shall no longer apply only be binding on those holders of Notes who gave their consent to the Notes Proposed Amendments: In the event that an Additional Note is issued pursuant to this Section 2.13 and in reliance on Section 4.11(b)(xxiii) in an amount not to exceed $40.0 million in aggregate principal amount (such Additional Note, the “New Note”), the initial holder of the New Note shall have the right, only upon the occurrence of the events described in Sections 501(5), (6) and (7) of the Indenture shall no longer constitute an Event of Default with respect under Section 7.01(a)(vi) and only if such initial holder shall continue to hold the entire initial principal amount of the New Note, to purchase all, but not less than all, other outstanding Notes from the Holders thereof at a purchase price equal to the principal amount of such Notes, plus accrued and unpaid interest to, but not including, the date of purchase. Such purchase shall be consummated upon reasonable notice to the Trustee and the Holders of the Notes and upon such other terms as shall be reasonably acceptable to the Trustee, except that any such purchase notice to the Trustee and the Holders shall be given no later than 15 days before the date of such purchase. Provided that the initial holder of the New Note has caused the deposit of funds with the Trustee sufficient to consummate the purchase of the outstanding Notes on the purchase date, the Notes subject to the purchase right shall be deemed automatically transferred by the Holder to the initial holder of the New Note on the purchase date without any further action by the Holder. THE FOREGOING PURCHASE RIGHT IN FAVOR OF THE HOLDER OF THE NEW NOTE (THE “REPURCHASE RIGHT”) IS A MATERIAL INDUCEMENT TO SUCH HOLDER’S PARTICIPATION IN AN OVERALL RESTRUCTURING OF THE COMPANY THAT PROVIDES SUBSTANTIAL BENEFIT AND CONSIDERATION TO THE HOLDERS OF EXISTING NOTES. AS NOTED ELSEWHERE, THE NEW NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE NOTES AND NOTE GUARANTEES INITIALLY ISSUED UNDER THE INDENTURE IN THE EVENT OF A BANKRUPTCY OF THE COMPANY. IN THE EVENT A HOLDER OF NOTES FAILS TO COMPLY WITH THE REPURCHASE RIGHT (A “NON-COMPLIANT HOLDER”), THE HOLDER OF THE NEW NOTE SHALL NOT BE SUBORDINATED IN RIGHT OF PAYMENT IN ANY WAY WITH RESPECT TO THE NON-COMPLIANT HOLDER, WHETHER UNDER THIS INDENTURE, THE NOTE GUARANTEES OR OTHERWISE. (e) Clause (b)(v) of Section 4.11 of the Indenture is hereby amended and restated in its entirety to read as follows:

Appears in 1 contract

Sources: First Supplemental Indenture (Horizon Lines, Inc.)

Amendments to the Indenture. Effective upon the Effective Date: (ai) The Indenture shall is hereby be amended by deleting the following Sections or clauses of the Indenture and all references and definitions related thereto in their entiretyto delete Section 801 (Company May Consolidate, except to the extent otherwise provided belowEtc., 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: Clauses (5Only on Certain Terms), Section 802 (6) and Successor Substituted), Section 1002 (7) Maintenance of Section 501 (Events of Default) Section 1005 (Reports) Office or Agency), Section 1006 (Limitation on Liens) Maintenance of Properties), Section 1007 (Additional Subsidiary Guarantees) Payment of Taxes and Other Claims), Section 1008 (Limitation on Sale Liens on Stock or Indebtedness of Significant Subsidiary) and Leasebacks) Section 1010 1011 (Organizational Existence) Section 1012 (Change of Control and Ratings DeclineAdditional Guarantors). (bii) Section 801 of the The Indenture (Merger or Transfer of Assets Only on Certain Terms) is hereby deleted and replaced amended to delete Section 1004 (Statement by Officers as to Default) in its entirety by and such section is hereby replaced with the following: “The Company shall not consolidate or merge comply with or into another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations Section 314 of the Company pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, under the Notes and this IndentureTIA.” (ciii) The failure to comply with the terms of any of the foregoing Sections or Clauses of the Indenture set forth in clause (a) and (b) above shall no longer constitute a Default or an Event of Default under the Indenture with respect to the Notes and shall no longer have any other consequence under the Indenture.; (div) For the avoidance of doubtThe Indenture is hereby amended to delete clauses (3), Clauses (4), (5), (6) ), (7), (8) and (79) of Section 501 (Events of Default) of in their entirety and all references thereto contained in Section 501 and elsewhere in the Indenture shall no longer apply to the Notes in their entirety, and the occurrence of the events described in Sections 501(5clauses (3), (4), (5), (6) ), (7), (8) and (79) of Section 501 shall no longer constitute Events of Default; (v) All definitions set forth in Section 101 of the Indenture that relate to defined terms used solely in sections deleted by this Supplemental Indenture are hereby deleted in their entirety; (vi) All references to Section 501 of the Indenture shall no longer constitute an Event of Default with respect to the Notesmean Section 501 as amended by this Supplemental Indenture.

Appears in 1 contract

Sources: Supplemental Indenture (Yrc Worldwide Inc)

Amendments to the Indenture. (a) The first sentence of the first paragraph of Section 2.10(d) of the First Supplemental Indenture shall hereby be amended by deleting deleted in its entirety and replaced with the following Sections or clauses of following: “On and after May 15, 2018, the 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 Company may redeem the Notes, and in whole or in part, upon not less than 2 business days’ nor more than 60 calendar days’ notice, at the words “[INTENTIONALLY DELETED]” shall be inserted, in each case, in place redemption prices (expressed as percentages of principal amount of the deleted text: Clauses (5)Notes to be redeemed) set forth below, (6) plus accrued and (7) unpaid interest thereon, to the Redemption Date, subject to the right of Section 501 (Events Holders of Default) Section 1005 (Reports) Section 1006 (Limitation record on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation the relevant record date to receive interest due on Sale and Leasebacks) Section 1010 (Organizational Existence) Section 1012 (Change the relevant interest payment date, if redeemed beginning on May 15 of Control and Ratings Decline)the years indicated below:” (b) The second paragraph of Section 801 2.10(d) of the First Supplemental Indenture (Merger or Transfer of Assets Only on Certain Terms) is hereby shall be deleted and replaced in its entirety by and replaced with the following: “The Company shall Notwithstanding the foregoing, in connection with any tender offer for all of the outstanding Notes at a price of at least 100% of the principal amount of the Notes tendered, plus accrued and unpaid interest thereon to, but excluding, the applicable tender settlement date (including any Change of Control Offer), if Holders of not consolidate or merge with or into another Person unless less than 90% in aggregate principal amount of the Person formed by or surviving any outstanding Notes validly tender and do not withdraw such consolidation or merger (if other than Notes in such tender offer and the Company, or (in the case of a Change of Control Offer) assumes all the obligations any third party making such a tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company pursuant or such third party will have the right, upon not less than 1 business day nor more than 60 calendar days’ prior notice, given not more than 30 calendar days following such purchase date, to redeem all Notes that remain Outstanding following such purchase at a supplemental indenture in form reasonably satisfactory price equal to the Trusteeprice offered to each other Holder in such tender offer plus, under to the Notes extent not included in the tender offer payment, accrued and this Indentureunpaid interest, if any, thereon, to, but excluding, the Redemption Date.” (c) The failure to comply with the terms of any of the Sections or Clauses of the Indenture set forth in clause (a) and (b) above shall no longer constitute a Default or Event of Default under the Indenture with respect to the Notes and shall no longer have any consequence under the Indenture. (d) For the avoidance of doubt, Clauses (5), (6) and (7) of Section 501 (Events of Default) of the Indenture shall no longer apply to the Notes and the occurrence of the events described in Sections 501(5), (6) and (7) of the Indenture shall no longer constitute an Event of Default with respect to the Notes.

Appears in 1 contract

Sources: Supplemental Indenture (Chemours Co)

Amendments to the Indenture. Effective at the time of payment or deposit with DTC (athe “Payment Date”) of an amount of money sufficient to pay for all Notes validly tendered and accepted pursuant to the Tender Offer and Solicitation and to make all consent payments required under the Tender Offer and Solicitation: (i) The Indenture shall is hereby be amended by deleting the following Sections or clauses to delete Section 4.2 (Corporate Existence), Section 4.4 (Payment of the Indenture Taxes and all references and definitions related thereto in their entiretyOther Claims), Section 4.5 (Additional guarantees), Section 4.6 (SEC Reports) (except to the extent otherwise provided belowrequired by the Trust Indenture Act of 1939), and these Sections and clauses shall be of no further force and effect, and shall no longer apply Section 4.7 (Compliance Certificate) (except to the Notes, and extent required by the words “[INTENTIONALLY DELETED]” shall be inserted, in each case, in place Trust Indenture Act of the deleted text: Clauses (51939), Section 4.8 (6) and Change of Control), Section 4.9 (7) Limitation on Incurrence of Indebtedness), Section 501 4.10 (Events of Default) Limitation on Restricted Payments), Section 1005 (Reports) Section 1006 4.11 (Limitation on Liens) ), Section 1007 4.12 (Additional Subsidiary Guarantees) Limitation on Transactions with Affiliates), Section 1008 4.13 (Limitation on Asset Sales), Section 4.14 (Limitation on Dividend and Other Restrictions Affecting Restricted Subsidiaries), Section 4.15 (Limitation on Sale and LeasebacksLeaseback Transactions), Section 4.16 (Impairment of Security Interest), Section 4.17 (Conduct of Business) and Section 1010 4.18 (Organizational ExistenceMaintenance of Properties; Insurance; Compliance with Laws) Section 1012 (Change of Control in their entirety and Ratings Decline)all references thereto contained elsewhere in the Indenture in their entirety; (bii) The Indenture is hereby amended to delete subsection (d) of Section 801 5.1 (Merger, Consolidation and Sale of Assets) in their entirety and all references thereto contained in Section 5.1 and elsewhere in the Indenture (Merger or Transfer of Assets Only on Certain Terms) is hereby deleted and replaced in its entirety by the following: “The Company shall not consolidate or merge with or into another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations of the Company pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, under the Notes and this Indenture.”their entirety; (ciii) The failure to comply with the terms of any of the Sections or Clauses of the Indenture set forth in clause clauses (ai) and (bii) above shall no longer constitute a Default or an Event of Default under the Indenture with respect to the Notes and shall no longer have any other consequence under the Indenture.; (div) For the avoidance of doubt, Clauses The Indenture is hereby amended to delete clauses (5iii), (6iv), (v), (vi) and (7ix) of Section 501 6.1 (Events of Default) of in their entirety and all references thereto contained in Section 6.1 and elsewhere in the Indenture shall no longer apply to the Notes in their entirety, and the occurrence of the events described in Sections 501(5clauses (iii), (6iv), (v), (vi) and (7ix) of Section 6.1 shall no longer constitute Events of Default; (v) All definitions set forth in Section 1.1 of the Indenture that relate to defined terms used solely in sections deleted by this Supplemental Indenture are hereby deleted in their entirety; and (vi) All references to Sections 6.1 and 5.1 of the Indenture shall no longer constitute an Event of Default with respect to the Notesmean Sections 6.1 and 5.1 as amended by this Supplemental Indenture.

Appears in 1 contract

Sources: Third Supplemental Indenture (Terra Industries Inc)

Amendments to the Indenture. Effective upon the Effective Date: (ai) The Indenture shall is hereby be amended by deleting the following Sections or clauses to delete, Section 3.09 (Purchase of Securities at Option of the Holder upon Repurchase Change in Control), Section 3.10 (Effect of Purchase Notice or Repurchase Change in Control Purchase Notice) (in part as to Repurchase Change in Control Purchase Notice), Section 3.11 (Deposit of Purchase Price or Repurchase Change in Control Purchase Price) (in part as to Repurchase Change in Control Purchase Price), Section 3.12 (Securities Purchased in Part), Section 3.13 (Covenant to Comply with Securities Laws upon Purchase of Securities) (in part as to Section 3.09), Section 3.14 (Repayment to the Company) (in part as to Repurchase Change in Control Purchase Price) and Section 4.05 (Maintenance of Office or Agency). (ii) The Indenture is hereby amended to delete Section 4.02 (SEC and all references other Reports), Section 4.03 (Compliance Certificate) and definitions related thereto Section 4.06 (Delivery of Certain Information) in their entirety, except to the extent otherwise provided below, entirety 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: Clauses (5), (6) and (7) of Section 501 (Events of Default) Section 1005 (Reports) Section 1006 (Limitation on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation on Sale and Leasebacks) Section 1010 (Organizational Existence) Section 1012 (Change of Control and Ratings Decline) (b) Section 801 of the Indenture (Merger or Transfer of Assets Only on Certain Terms) is such sections are hereby deleted and replaced in its entirety by with the following: “The Company shall not consolidate or merge comply with or into another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations Section 314 of the Company pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, under the Notes and this IndentureTIA.”; (ciii) The failure to comply with the terms of any of the foregoing Sections or Clauses of the Indenture set forth in clause (a) and (b) above shall no longer constitute a Default or an Event of Default under the Indenture with respect to the Notes and shall no longer have any other consequence under the Indenture.; (div) For the avoidance of doubt, Clauses The Indenture is hereby amended to delete clauses (5c), (6d), (e), (g), (h) and (7i) of Section 501 (Events of Default) of 6.01 in their entirety and all references thereto contained in Section 6.01 and elsewhere in the Indenture shall no longer apply to the Notes in their entirety, and the occurrence of the events described in Sections 501(5clauses (c), (6d), (e), (g), (h) and (7i) of Section 6.01 shall no longer constitute Events of Default; (v) All definitions set forth in Sections 1.01 and 1.02 of the Indenture that relate to defined terms used solely in sections deleted by this Supplemental Indenture are hereby deleted in their entirety; (vi) All references to Section 6.01 of the Indenture shall no longer constitute an Event of Default with respect to the Notesmean Section 6.01 as amended by this Supplemental Indenture.

Appears in 1 contract

Sources: Supplemental Indenture (Yrc Worldwide Inc)

Amendments to the Indenture. (a) The Indenture shall is hereby be amended as follows: (i) Sections 3.2, 3.3, 3.4, 3.7, 3.8, 3.9, 3.11, 3.15, 3.16 and 3.19 are hereby amended by deleting the following all such Sections or clauses of the Indenture in their entirety and all references and definitions related thereto contained elsewhere in the Indenture in their entirety, except to the extent otherwise provided below, entirety and these Sections and clauses shall be of no further force and effect, and shall no longer apply to the Notes, effect and the words “[INTENTIONALLY DELETEDOMITTED]” shall be inserted, in each case, in place of the deleted text: Clauses ; (5), (6ii) and (7) The text of Section 501 (Events of Default) Section 1005 (Reports) Section 1006 (Limitation on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation on Sale and Leasebacks) Section 1010 (Organizational Existence) Section 1012 (Change of Control and Ratings Decline) (b) Section 801 of the Indenture (Merger or Transfer of Assets Only on Certain Terms) 3.6 is hereby deleted and replaced in its entirety by the followingamended to read as follows: “The Company shall will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, Incur or suffer to exist any Lien (other than Permitted Liens) upon any of its property or assets (including Capital Stock of Restricted Subsidiaries), whether owned on the date of this Indenture or acquired after that date, which Lien is securing any Indebtedness.” (iii) The text of Section 3.14 is hereby amended to read as follows: “Except as otherwise provided in this Article III, Article IV and Section 10.2(b), the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.” (iv) The text of Section 4.1 is hereby amended to read as follows: “The Company will not consolidate with or merge with or into another into, or convey, transfer or lease all of or substantially all of its assets to, any Person, unless: (1) the resulting, surviving or transferee Person unless (the Person formed “Successor Company”) will expressly assume, by or surviving any such consolidation or merger (if other than supplemental indenture, executed and delivered to the Company) assumes all the obligations of the Company pursuant to a supplemental indenture Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and Securities, this Indenture, the Registration Rights Agreement and the Collateral Documents (as applicable) and shall cause such amendments, supplements or other instruments to be executed, filed, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Company, together with such financing statements as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement under the Uniform Commercial Code of the relevant states; (2) [Intentionally omitted]; (3) [Intentionally omitted]; (4) each Subsidiary Guarantor (unless it is the other party to the transactions above, in which case clause (1) shall apply) shall have by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Person’s obligations in respect of this Indenture and the Securities and its obligations under the Registration Rights Agreement and Collateral Documents shall continue to be in effect; and (5) [Intentionally omitted]; The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture and the Collateral Documents, but, in the case of a lease of all or substantially all of its assets, the predecessor Company will not be released from the obligation to pay the principal of and interest on the Securities. Any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company and the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction.” (cv) The text of Section 6.1 is hereby amended to read as follows: “Each of the following is an “Event of Default”: (1) default in any payment of interest or additional interest, (as required by the Registration Rights Agreement) on any Security when the same becomes due and payable, and such default continues for a period of 30 days; (2) default in the payment of principal of or premium, if any, on any Security when the same becomes due and payable at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise; (3) failure by the Company or any Subsidiary Guarantor to comply with its obligations under Article IV or Section 10.2; (4) failure by the Company to comply with any of its obligations under Section 3.5, Section 3.6, Section 3.10, Section 3.12 or Section 3.21 (in each case, other than a failure to purchase Securities when required under this Indenture, which failure shall constitute an Event of Default under Section 6.1(2)) and such failure continues for 30 days after the notice specified below; (5) failure by the Company to comply with any of its other agreements contained in this Indenture, the Collateral Documents or under the Securities (other than those referred to in (1), (2), (3) or (4) above), and such default continues for 60 days after the notice specified below; (6) [Intentionally omitted]; (7) the Company pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case or proceeding; (b) consents to the entry of judgment, decree or order for relief against it in an involuntary case or proceeding; (c) consents to the appointment of a Custodian of it or for any substantial part of its property; (d) makes a general assignment for the benefit of its creditors; (e) consents to or acquiesces in the institution of a bankruptcy or an insolvency proceeding against it; (f) takes any corporate action to authorize or effect any of the foregoing; or (g) takes any comparable action under any foreign laws relating to insolvency; or (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief in an involuntary case against the Company pursuant to or within the meaning of any Bankruptcy Law; (b) appoints a Custodian for all or substantially all of the property of the Company pursuant to or within the meaning of any Bankruptcy Law; or (c) orders the winding up or liquidation of the Company pursuant to or within the meaning of any Bankruptcy Law; and (d) in each case the order, decree or relief remains unstayed and in effect for 90 days; (9) [Intentionally omitted]; (10) any Subsidiary Guarantee ceases to be in full force and effect (except as contemplated by the terms of this Indenture) or is declared null and void in a judicial proceeding or any Subsidiary Guarantor denies or disaffirms its obligations under this Indenture or its Subsidiary Guarantee; or (11) with respect to any Collateral having a fair market value in excess of $10.0 million, individually or in the aggregate, (A) the security interest under the Collateral Documents, at any time, ceases to be in full force and effect for any reason other than in accordance with their terms and the terms of this Indenture and other than the satisfaction in full of all obligations under this Indenture and discharge of this Indenture, (B) any security interest created thereunder or under this Indenture is declared invalid or unenforceable, or (C) the Company or any Subsidiary Guarantor asserts, in any pleading in any court of competent jurisdiction, that any such security interest is invalid or unenforceable. The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. Notwithstanding the foregoing, a Default under clauses (4) or (5) of this Section 6.1 will not constitute an Event of Default until the Trustee or the Holders of 25% or more in principal amount of the Sections or Clauses outstanding Securities notify the Company of the Default (and the Trustee in case of a notice from Holders), in writing, which notice shall specify that it constitutes a notice of Default, and the Company does not cure such Default within the time specified in clauses (4) or (5) of this Section 6.1 after receipt of such notice. The Company shall deliver to the Trustee, within 10 days after the occurrence thereof, written notice in the form of an Officers’ Certificate of any Default or Event of Default under clauses (3), (4), (5), (7), (8), (10) or (11) of this Section 6.1, which such notice shall contain the status thereof and a description of the action being taken or proposed to be taken by the Company in respect thereof. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Securities pursuant to the optional redemption provisions of this Indenture or were required to repurchase the Securities, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Securities. If an Event of Default occurs prior to October 15, 2007 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Securities prior to October 15, 2007, the premium specified in this Indenture as of the earliest optional redemption date shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Securities.” (vi) The text of Section 8.1 is hereby amended to read as follows: (a) Subject to Section 8.1(c), when (i)(x) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced or paid pursuant to Section 2.9) for cancellation or (y) all outstanding Securities not theretofore delivered for cancellation have become due and payable, whether at maturity or upon redemption or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article V hereof and the Company or any Subsidiary Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders money in U.S. dollars in an amount, non-callable U.S. Government Obligations, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or a combination of U.S. dollars and such U.S. Government Obligations, sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (ii) [intentionally omitted]; (iii) the Company or any Subsidiary Guarantor have paid or caused to be paid all sums payable under this Indenture, the Collateral Documents and the Securities; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Securities at maturity or the Redemption Date, as the case may be, then the Trustee shall acknowledge satisfaction and discharge of this Indenture and release of all Liens on the Collateral with respect to the Securities on demand of the Company (accompanied by an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Company. If U.S. Government Obligations shall have been deposited in connection with such satisfaction and discharge, then as a further condition to such satisfaction and discharge, the Trustee shall have received a certificate from a nationally recognized firm of independent accountants to the effect set forth in clause (a) and Section 8.2(2). (b) above Subject to Sections 8.1(c) and 8.2, the Company at any time may terminate (i) all its obligations under the Securities, this Indenture and the Collateral Documents (including all Liens on the Collateral) (“legal defeasance option”), and after giving effect to such legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of Default or (ii) its obligations under Section 3.5, Section 3.6, Section 3.10, Section 3.12, Section 3.21 and Section 4.1(3), and the Indenture Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to the Notes any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply with such covenants shall no longer have any consequence constitute a Default or an Event of Default under Section 6.1(4) and the Indenture. operation of Section 6.1(5) (dto the extent applicable to such defeased covenants) For the avoidance of doubt, Clauses (5and Section 6.1(10), (6) and (7) of Section 501 (Events of Default) of the Indenture shall no longer apply to the Notes and the occurrence of the events described specified in such Sections 501(5), (6) and (7) of the Indenture shall no longer constitute an Event of Default (clause (ii) being referred to as the “covenant defeasance option”), but except as specified above, the remainder of this Indenture, the Collateral Documents and the Securities shall be unaffected thereby. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, the Subsidiary Guarantees in effect at such time shall terminate and the Liens on the Collateral shall terminate and shall be released with respect to the NotesSecurities. If the Company exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Section 6.1(4) (as such Section relates to Section 3.5, Section 3.6, Section 3.10, Section 3.12 and Section 3.21), Section 6.1(5) (to the extent applicable to such defeased covenants) or Section 6.1(10), or because of the failure of the Company to comply with Section 4.1(3). Upon satisfaction of the conditions set forth herein and upon request and expense of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates. (c) Notwithstanding the provisions of Sections 8.1(a) and (b) to the extent relating to a legal defeasance, the Company’s obligations in Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.9, 2.10, 2.11, 2.12, 3.13, 3.14, 3.17, 3.18, 6.7, 7.7 and 7.8 and in this Article VIII shall survive until the Securities have been paid in full. Thereafter, the Company’s obligations in Sections 7.7, 8.4 and 8.5 shall survive.” (vii) The text of Section 8.2 is hereby amended to read as follows: “The Company may exercise its legal defeasance option or its covenant defeasance option only if: (1) the Company irrevocably deposits in trust with the Trustee for the benefit of the Holders money in U.S. dollars in an amount, or U.S. Government Obligations, which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or a combination of U.S. dollars or such U.S. Government Obligations, sufficient without consideration of any reinvestment of interest, to pay and discharge the principal, premium, if any, and interest on the Securities to maturity or redemption, as the case may be; (2) the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities to maturity or redemption, as the case may be; (3) [Intentionally omitted]; (4) such deposit shall not result in a breach or violation of, or constitute a Default under, the Collateral Documents; (5) [Intentionally omitted]; (6) [Intentionally omitted]; (7) [Intentionally omitted]; (8) If the Securities are to be redeemed prior to Stated Maturity, notice of such redemption shall have been duly given pur

Appears in 1 contract

Sources: Second Supplemental Indenture (Aleris International, Inc.)

Amendments to the Indenture. (a) The Indenture shall is hereby be amended as follows: (i) Sections 4.02, 4.03, 4.04, 4.05, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.18 and 4.19 are hereby amended by deleting the following all such Sections or clauses of the Indenture in their entirety and all references and definitions related thereto contained elsewhere in the Indenture in their entirety, except to the extent otherwise provided below, entirety and these Sections and clauses shall be of no further force and effect, and shall no longer apply to the Notes, effect and the words “[INTENTIONALLY DELETEDOMITTED]” shall be inserted, in each case, in place of the deleted text: Clauses . (5), (6ii) and (7) The text of Section 501 (Events of Default) Section 1005 (Reports) Section 1006 (Limitation on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation on Sale 4.07 is hereby amended to read as follows: “Subject to Article 5, the Company shall do or cause to be done all things necessary to preserve and Leasebacks) Section 1010 (Organizational Existence) Section 1012 (Change of Control keep in full force and Ratings Decline)effect its corporate existence.” (biii) The text of Section 801 of the Indenture (Merger or Transfer of Assets Only on Certain Terms) 5.01 is hereby deleted and replaced in its entirety by the following: “amended to read as follows: (a) The Company shall not merge, consolidate or merge amalgamate with or into another any other Person unless or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property in any one transaction or series of transactions unless: (i) the Company shall be the Surviving Person, or (ii) the Surviving Person formed by or surviving any such consolidation or merger (if other than the Company) assumes expressly assumes, by supplemental indenture, substantially in the form of Exhibit F hereto, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Company. (b) [Intentionally omitted.]” (iv) The text of Section 5.02 is hereby amended to read as follows: “The Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of the Company under this Indenture, but the predecessor company in the case of: (a) a sale, transfer, assignment, conveyance or other disposition (unless such sale, transfer, assignment, conveyance or other disposition is of all or substantially all of the assets of the Company as an entirety or virtually as an entirety), or (b) a lease, shall not be released from any of the obligations or covenants under this Indenture, including with respect to the payment of the Notes.” (v) The text of Section 6.01 is hereby amended to read as follows: (a) Each of the following is an “Event of Default”: (i) failure to make the payment of any interest or Special Interest, if any, on the Notes issued under this Indenture when the same becomes due and payable, and such failure continues for a period of 30 days; (ii) failure to make the payment of any principal of, or premium, if any, on, any of the Notes issued under this Indenture when the same becomes due and payable at their Stated Maturity, upon acceleration, redemption, required repurchase or otherwise; (iii) failure to comply with Section 5.01; (iv) failure to comply with any other covenant or agreement in the Notes or in this Indenture (other than a failure that is the subject of the foregoing clause (i), (ii) or (iii)), and such failure continues for 30 consecutive days after written notice is given to the Company as provided in clause (b) below; (v) [Intentionally omitted.] (vi) [Intentionally omitted.] (vii) the Company pursuant to or within the meaning of any Bankruptcy Law: (1) commences a supplemental indenture in form reasonably satisfactory voluntary case, (2) consents to the Trusteeentry of an order for relief against it in an involuntary case, (3) consents to the appointment of a custodian of it or for all or substantially all of its property, (4) makes a general assignment for the benefit of its creditors, or (5) generally is not paying its debts as they become due; (viii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (1) is for relief against the Company in an involuntary case, (2) appoints a custodian of the Company or for all or substantially all of the property of the Company, or (3) orders the liquidation of the Company, and (4) the order or decree remains unstayed an in effect for 60 consecutive days. (ix) [Intentionally omitted.] (b) A Default under clause (a)(iv) is not an Event of Default in respect of the Notes until the Trustee or the Holders of not less than 25% in aggregate principal amount of Notes than outstanding notify the Company of the Default, and this Indenturethe Company does not cure such Default within the time specified after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a ‘Notice of Default.” (cvi) The failure text of Section 8.02 is hereby amended to comply with read as follows: “Upon the terms of any Company’s exercise under Section 8.01 of the Sections or Clauses option applicable to this Section 8.02, subject to the satisfaction of the Indenture conditions set forth in clause Section 8.04, the Company shall be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire Debt represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 and the other Sections of this Indenture referred to in (a) and (b) above below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall no longer constitute a Default execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or Event discharged hereunder: (a) the rights of Default under Holders of outstanding Notes to receive solely from the Indenture trust fund described in Section 8.04, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest, including Special Interest, if any, on, such Notes when such payments are due, (b) the Company’s obligations with respect to such Notes under Article 2 and Section 4.02, (c) the rights, powers, trusts, privileges and immunities of the Trustee hereunder and the Company’s obligations in connection therewith and (d) this Article 8. If the Company exercises under Section 8.01 the option applicable to this Section 8.02, subject to the satisfaction of the conditions set forth in Section 8.04, payment of the Notes may not be accelerated because of an Event of Default. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03.” (vii) The text of Section 8.04 is hereby amended to read as follows: “The Legal Defeasance option or Covenant Defeasance option may be exercised only if: (a) the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of, and shall no longer have interest, or Special Interest, if any, on, the Notes to be defeased to maturity or redemption, as the case may be; (b) the company delivers to the Trustee a certificate from a nationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal and interest including Special Interest, if any, when due and without reinvestment on the deposited U.S. Government Obligations plus any consequence under deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest, including Special Interest, if any, when due on all the IndentureNotes to be defeased to maturity or redemption, as the case may be; (c) [Intentionally omitted.] (d) For such deposit does not constitute a default under any other agreement or instrument binding on the avoidance of doubt, Clauses Company; (5), e) [Intentionally omitted.] (6f) and [Intentionally omitted.] (7g) of Section 501 [Intentionally omitted.]; and (Events of Defaulth) of the Indenture shall no longer apply to the Notes and the occurrence of the events described in Sections 501(5), (6) and (7) of the Indenture shall no longer constitute an Event of Default with respect to the Notes[Intentionally omitted.].”

Appears in 1 contract

Sources: Third Supplemental Indenture (Greif Inc)

Amendments to the Indenture. (a) The first sentence of Section 3.03 of the Indenture is hereby amended as set forth below (with new text shown as underlined and deleted text shown as struck through): “At least 15 days two (2) Business Days but not more than 60 calendar days before a redemption date, the Issuer shall deliver electronically or mail or cause to be mailed, by first-class mail, postage prepaid (or otherwise delivered in accordance with the procedures of DTC), a notice of redemption to each Holder whose Notes are to be redeemed at its registered address.” (b) The Indenture is hereby be amended by deleting the following Sections or sections and clauses of the Indenture and all references and definitions related solely thereto in their entirety, except to the extent otherwise provided belowand replacing all such deleted sections, references and these Sections and clauses shall be of no further force and effect, and shall no longer apply to the Notes, and the words definitions with “[INTENTIONALLY DELETEDIntentionally Omitted]” shall be inserted, in each case, in place ”: i. Section 4.02 (“Reports and Other Information”); ii. Section 4.05 (“Limitation on Restricted Payments”); iii. Section 4.06 (“Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”); iv. Section 4.07 (“Limitation on Incurrence of the deleted text: Indebtedness and Issuance of Disqualified Stock and Preferred Stock”); v. Section 4.08 (“Asset Sales”); vi. Section 4.09 (“Transactions with Affiliates”); vii. Section 4.10 (“Liens”); viii. Section 4.11 (“Offer to Repurchase Upon Change of Control”); ix. Clauses (5a)(3), (6b)(3), (b)(4) and (7c)(1)(C) of Section 501 5.01 (“Merger, Consolidation or Sale of All or Substantially All Assets”); x. Clauses (d) and (e) of Section 6.01 (“Events of Default) Section 1005 (Reports) Section 1006 (Limitation on Liens) Section 1007 (Additional Subsidiary Guarantees) Section 1008 (Limitation on Sale and Leasebacks) Section 1010 (Organizational Existence) Section 1012 (Change of Control and Ratings Decline); and xi. Clause (b) of Section 801 of the Indenture 10.06 (Merger or Transfer of Assets Only on Certain Terms) is hereby deleted and replaced in its entirety by the following: The Company shall not consolidate or merge with or into another Person unless the Person formed by or surviving any such consolidation or merger (if other than the Company) assumes all the obligations of the Company pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, under the Notes and this IndentureAdditional Guarantees”). (c) The failure Any provision contained in the Notes that relates to comply the sections in the Indenture that are amended pursuant to this Section 2 shall likewise be amended so that any such provision contained in such Notes will conform to and be consistent with the terms of any of the Sections or Clauses of the Indenture set forth in clause (a) and (b) above shall no longer constitute a Default or Event of Default under the Indenture with respect to the Notes and shall no longer have any consequence under the Indenture, as amended by this Supplemental Indenture. (d) For The Indenture is hereby amended to eliminate the avoidance applicability of doubt, Clauses (5), (6) and (7) the provisions of Section 501 6.01 thereof, including clause (Events of Defaultc) thereof, as they apply to the sections and clauses of the Indenture shall no longer apply to the Notes and the occurrence of the events described in Sections 501(5), (6deleted by Section 2(b) and (7) of the Indenture shall no longer constitute an Event of Default with respect to the Noteshereof.

Appears in 1 contract

Sources: Supplemental Indenture (Altra Industrial Motion Corp.)